Common use of Liability of Depositor; Indemnities Clause in Contracts

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. (b) The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the transfer of the Receivables to the Trust or the issuance and original sale of the Notes or the Certificates, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal or other Applicable Tax State income taxes arising out of the transactions contemplated by this Agreement and the other Transaction Documents), and all costs and expenses in defending against such taxes. (c) The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee, the Indenture Trustee (in such role and as successor Servicer), the Noteholders and the Certificateholders from and against any loss, liability, claim, action, suit, costs or expense incurred by reason of (i) the Depositor’s willful misfeasance, bad faith or gross negligence in the performance of its duties under this Agreement or any other Transaction Document to which it is a party or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) the Depositor’s violation of federal or State securities laws in connection with the registration or the sale of the Notes. (d) The Depositor shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) and their respective officers, directors, employees and agents from and against all costs, expenses, losses, claims, actions, suits, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and in the Trust Agreement, in the case of the Owner Trustee, and in the Indenture, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability (i) shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as applicable, (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in the Trust Agreement, (iii) in the case of the Indenture Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture Trustee, as applicable. (e) The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee (in such role and as successor Servicer) and the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnification. If the Depositor shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest. Notwithstanding anything to the contrary contained herein, the Depositor shall only be required to pay (i) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Documents from funds available pursuant to, and in accordance with, the payment priorities set forth in this Agreement and (ii) to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement.: (ba) The Depositor shall indemnify, defend and hold harmless the TrustIssuing Entity, the Owner Trustee, the Indenture Trustee and the Servicer and any of the officers, directors, employees and agents of the Issuing Entity, the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the transfer of the Receivables to the Trust or transactions contemplated herein and in the issuance and original sale of the Notes or the CertificatesBasic Documents, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the TrustIssuing Entity, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Certificates and the Notes, or asserted with respect to ownership of the Receivables Receivables, or federal or other Applicable Tax State income taxes arising out of distributions on the transactions contemplated by this Agreement Certificates or the Notes) and the other Transaction Documents), and all costs and expenses in defending against such taxesthe same. (cb) The Depositor shall indemnify, defend and hold harmless the TrustIssuing Entity, the Owner Trustee, the Indenture Trustee (in such role Trustee, the Certificateholders and as successor Servicer), the Noteholders and any of the Certificateholders officers, directors, employees and agents of the Issuing Entity, the Owner Trustee and the Indenture Trustee from and against any loss, liability, claim, action, suit, costs liability or reasonable and documented expense incurred by reason of (i) the Depositor’s willful misfeasancemisconduct, bad faith or gross negligence (except for errors in judgment) in the performance of its duties under this Agreement or any other Transaction Document to which it is a party Agreement, or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) the Depositor’s violation of federal or State securities laws in connection with the registration or the sale of the NotesAgreement. (dc) The Depositor shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) and their respective officers, directors, employees and agents from and against all costsreasonable and documented cost and expense, expenses, and all other losses, claims, actions, suits, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and in the Trust Agreement, in the case of the Owner Trustee, and in the Indenture, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability liability: (i) in the case of the Owner Trustee, shall be due to the willful misfeasancemisconduct, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or or, in the case of the Indenture Trustee, as applicableshall be due to the willful misconduct, bad faith or negligence (except for errors in judgment) of the Indenture Trustee or (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, (iii) in the case of the Indenture Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture Trustee, as applicable. (ed) The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. Indemnification under this Section 6.2 section shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee (in such role and as successor Servicer) and the termination or assignment of this Agreement and the Trust Agreement and shall include reasonable and documented fees and expenses of counsel and expenses of litigation (including those without limitation, any legal fees, costs and expenses incurred in connection with any enforcement (including any action, claim claim, or suit brought to enforce brought) by an indemnified party of any indemnification or other obligation of the Indenture Trustee’s right to indemnificationDepositor). If the Depositor shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest. Notwithstanding anything to the contrary contained hereinin this Agreement or any other document, the obligations of the Depositor under this Section 6.03 and Section 7.5 of the Depositor’s Limited Liability Company Agreement are solely the company obligations of the Depositor and shall only be required to pay payable by it (ix) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Documents solely from funds distributed to it in its capacity as Certificateholder available pursuant to, and in accordance with, the payment priorities set forth in Section 5.06 of this Agreement and (iiy) only to the extent that it receives additional funds designated for such purposes or to the Depositor extent it has additional funds available (other than funds described in the preceding clause (ix)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code). In addition, no amount owing by the Depositor hereunder or under Section 7.5 of its Limited Liability Company Agreement in excess of the liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it. No recourse shall be had for the payment of any amount owing hereunder or under Section 7.5 of the Depositor’s Limited Liability Company Agreement or any other obligation of, or claim against, the Depositor, arising out of or based upon this Section 6.03 or under Section 7.5 of its Limited Liability Company Agreement against any employee, officer, agent, directed or authorized person of the Depositor; provided, however, that the foregoing shall not relieve any such person or entity of any liability they might otherwise have as a result of fraudulent actions or omissions taken by them.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement.: (ba) The Depositor shall indemnify, defend and hold harmless the TrustIssuing Entity, the Owner Trustee, the Indenture Trustee, the Servicer and the Swap Counterparty, if any, and any of the officers, directors, employees and agents of the Issuing Entity, the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the transfer of the Receivables to the Trust or transactions contemplated herein and in the issuance and original sale of the Notes or the CertificatesBasic Documents, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the TrustIssuing Entity, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Certificates and the Notes, or asserted with respect to ownership of the Receivables Receivables, or federal or other Applicable Tax State income taxes arising out of distributions on the transactions contemplated by this Agreement Certificates or the Notes) and the other Transaction Documents), and all costs and expenses in defending against such taxesthe same. (cb) The Depositor shall indemnify, defend and hold harmless the TrustIssuing Entity, the Owner Trustee, the Indenture Trustee (in such role and as successor Servicer)Trustee, the Certificateholders, the Noteholders and the Certificateholders Swap Counterparty, if any, and any of the officers, directors, employees and agents of the Issuing Entity, the Owner Trustee and the Indenture Trustee from and against any loss, liability, claim, action, suit, costs liability or reasonable and documented expense incurred by reason of (i) the Depositor’s willful misfeasance, bad faith or gross negligence (except for errors in judgment) in the performance of its duties under this Agreement or any other Transaction Document to which it is a party Agreement, or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) the Depositor’s violation of federal or State securities laws in connection with the registration or the sale of the NotesAgreement. (dc) The Depositor shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) and their respective officers, directors, employees and agents from and against all costsreasonable and documented cost and expense, expenses, and all other losses, claims, actions, suits, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and in the Trust Agreement, in the case of the Owner Trustee, and in the Indenture, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability liability: (i) in the case of the Owner Trustee, shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or or, in the case of the Indenture Trustee, as applicableshall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Indenture Trustee or (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, (iii) in the case of the Indenture Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture Trustee, as applicable. (ed) The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee (in such role and as successor Servicer) and the termination of this Agreement and the Trust Agreement and shall include reasonable and documented fees and expenses of counsel and expenses of litigation including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationlitigation. If the Depositor shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest. Notwithstanding anything to the contrary contained hereinin this Agreement or any other document, the obligations of the Depositor under this Section 6.03 and Section 7.5 of the Depositor’s Limited Liability Company Agreement are solely the company obligations of the Depositor and shall only be required to pay payable by it (ix) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Documents solely from funds distributed to it in its capacity as Certificateholder available pursuant to, and in accordance with, the payment priorities set forth in Section 5.06 of this Agreement and (iiz) only to the extent that it receives additional funds designated for such purposes or to the Depositor extent it has additional funds available (other than funds described in the preceding clause (ix)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code). In addition, no amount owing by the Depositor hereunder or under Section 7.5 of its Limited Liability Company Agreement in excess of the liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it. No recourse shall be had for the payment of any amount owing hereunder or under Section 7.5 of the Depositor’s Limited Liability Company Agreement or any other obligation of, or claim against, the Depositor, arising out of or based upon this Section 6.03 or under Section 7.5 of its Limited Liability Company Agreement against any employee, officer, agent, directed or authorized person of the Depositor; provided, however, that the foregoing shall not relieve any such person or entity of any liability they might otherwise have as a result of fraudulent actions or omissions taken by them.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. (b) The Depositor shall indemnify, defend and hold harmless the Backup Servicer, the Trust, the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the transfer of the Receivables to the Trust or the issuance and original sale of the Notes or the Certificates, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal or other Applicable Tax State income taxes arising out of the transactions contemplated by this Agreement and the other Transaction Documents), and all costs and expenses in defending against such taxes. (c) The Depositor shall indemnify, defend and hold harmless the Backup Servicer, the Trust, the Owner Trustee, the Indenture Trustee (in such role and as successor Servicer)Trustee, the Noteholders and the Certificateholders from and against any loss, liability, claim, action, suit, costs liability or expense incurred by reason of (i) the Depositor’s willful misfeasance, bad faith or gross negligence in the performance of its duties under this Agreement or any other Transaction Document to which it is a party or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) the Depositor’s violation of federal or State securities laws in connection with the registration or the sale of the Notes. (d) The Depositor shall indemnify, defend and hold harmless the Backup Servicer, the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) and their respective officers, directors, employees and agents from and against all costs, expenses, losses, claims, actions, suits, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and in the Trust Agreement, in the case of the Owner Trustee, and in the Indenture, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability (i) shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Backup Servicer, the Owner Trustee or the Indenture Trustee, as applicable, (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in the Trust Agreement, (iii) in the case of the Indenture Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Backup Servicer, the Owner Trustee or the Indenture Trustee, as applicable. (e) The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. Indemnification under this Section 6.2 shall survive the resignation or removal of the Backup Servicer, the Owner Trustee or the Indenture Trustee (in such role and as successor Servicer) and the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationlitigation. If the Depositor shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest. Notwithstanding anything to the contrary contained herein, the Depositor shall only be required to pay (i) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Documents from funds available pursuant to, and in accordance with, the payment priorities set forth in this Agreement and (ii) to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. (b) The Depositor shall indemnify, defend and hold harmless the TrustIssuer, the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the transfer of the Receivables to the Trust or transactions contemplated by the issuance and original sale of the Notes or the CertificatesBasic Documents, including any sales, gross receipts, gross margin, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Trust, but not including any taxes asserted with respect to ownership to, and as of the date of the sale of the Receivables to the Issuer or the issuance and original sale of the Securities, or United States federal or other Applicable Tax State income taxes arising out of distributions on the transactions contemplated by this Agreement and the other Transaction DocumentsSecurities), and all costs and expenses in defending against such taxestaxes including any Expenses incurred by the relevant party in connection with the enforcement of the Depositor’s indemnification or other obligations hereunder. (c) The Depositor shall indemnify, defend and hold harmless the TrustIssuer, the Owner Trustee, the Indenture Trustee (in such role and as successor Servicer), the Noteholders Trustees and the Certificateholders Securityholders from and against any loss, liability, claim, action, suit, costs damage or expense incurred by reason of (i) the Depositor’s willful misfeasance, bad faith or gross negligence (other than errors in judgment) in the performance of its duties under this Agreement or any other Transaction Document to which it is a party the Depositor Basic Documents, or by reason of a reckless disregard of its obligations and duties under this Agreement or the Depositor Basic Documents, including any other Transaction Document to which it is a Expenses incurred by the relevant party and (ii) the Depositor’s violation of federal or State securities laws in connection with the registration or the sale enforcement of the NotesDepositor’s indemnification or other obligations hereunder. (d) The Depositor shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) and their respective officers, directors, employees and agents Trustees from and against all costslosses, expenses, lossesliabilities, claims, actions, suits, damages and liabilities or expenses arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and herein, in the Trust Agreement, Agreement (in the case of the Owner Trustee, ) and in the Indenture, Indenture (in the case of the Indenture Trustee), including any Expenses incurred by the relevant party in connection with the enforcement of the Depositor’s indemnification or other obligations hereunder, except to the extent that such costloss, expense, lossliability, claim, damage or liability expense (i) shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or the Indenture related Trustee, as applicable, (ii) in the case of (A) the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in the Trust Agreement, Agreement or (iiiB) in the case of the Indenture Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or shall arise out of or be incurred in connection with the performance by the Indenture Trustee of the duties of a Successor Servicer hereunder, (iii) shall be one as to which the Servicer is required to indemnify either Trustee or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture either Trustee, as applicable. (e) . The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. Property. (e) Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee (in such role and Trustee, as successor Servicer) the case may be, and the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationlitigation. If the Depositor shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest. Notwithstanding anything to the contrary contained herein, the Depositor shall only be required to pay (i) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Basic Documents from funds available pursuant to, and in accordance with, the payment priorities set forth in this Agreement and the other Basic Documents and (ii) to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) above) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. (b) The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the transfer of the Receivables to the Trust or the issuance and original sale of the Notes or the Certificates, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal or other Applicable Tax State income taxes arising out of the transactions contemplated by this Agreement and the other Transaction Documents), and all costs and expenses in defending against such taxes. (c) The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee, the Indenture Trustee (in such role and as successor Servicer), the Noteholders and the Certificateholders from and against any loss, liability, claim, action, suit, costs or expense incurred by reason of (i) the Depositor’s willful misfeasance, bad faith or gross negligence in the performance of its duties under this Agreement or any other Transaction Document to which it is a party or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) the Depositor’s violation of federal or State securities laws in connection with the registration or the sale of the Notes. (d) The Depositor shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) and their respective officers, directors, employees and agents from and against all costs, expenses, losses, claims, actions, suits, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and in the Trust Agreement, in the case of the Owner Trustee, and in the Indenture, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability (i) shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as applicable, (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in the Trust Agreement, (iii) in the case of the Indenture Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture Trustee, as applicable. (e) The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee (in such role and as successor Servicer) and the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationlitigation. If the Depositor shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest. Notwithstanding anything to the contrary contained herein, the Depositor shall only be required to pay (i) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Documents from funds available pursuant to, and in accordance with, the payment priorities set forth in this Agreement and (ii) to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. (bi) The Depositor shall indemnify, defend defend, and hold harmless the TrustTrustee, the Owner Trustee its officers, directors, employees and agents and the Indenture Trustee (in such role and as successor Servicer) Trust from and against any taxes that may at any time be asserted against any such Person the Trustee, its officers, directors, employees or agents or the Trust with respect to, and as of the date of, the transfer sale of the Receivables to the Trust Trustee or the issuance and original sale of the Notes or the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege privilege, or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal or other Applicable Tax State income taxes arising out of distributions on the transactions contemplated by this Agreement Certificates) and the other Transaction Documents), and all costs and expenses in defending against such taxesthe same. (cii) The Depositor shall indemnify, defend defend, and hold harmless the Trust, the Owner Trustee, the Indenture Trustee (in such role its officers, directors, employees and as successor Servicer), the Noteholders agents and the Certificateholders Trust from and against any loss, liability, claim, action, suit, costs or expense incurred by reason of (ia) the Depositor’s 's willful misfeasance, bad faith faith, or gross negligence in the performance of its duties under this Agreement or any other Transaction Document to which it is a party Agreement, or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and (iib) the Depositor’s 's violation of federal or State securities laws in connection with the registration or of the sale of the Notes. (d) The Depositor shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) and their respective officers, directors, employees and agents from and against all costs, expenses, losses, claims, actions, suits, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and in the Trust Agreement, in the case of the Owner Trustee, and in the Indenture, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability (i) shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as applicable, (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in the Trust Agreement, (iii) in the case of the Indenture Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture Trustee, as applicable. (e) The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust EstateCertificates. Indemnification under this Section 6.2 12.02 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee (in such role and as successor Servicer) and the termination of this Agreement and shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationlitigation. If the Depositor shall have made any indemnity payments to the Trustee or the Trust pursuant to this Section 6.2 and the Person to Trustee or on behalf of whom such payments are made the Trust thereafter shall collect any of such amounts from others, such Person the Trustee or the Trust, as the case may be, shall promptly repay such amounts to the Depositor, without interest. Notwithstanding anything to This indemnification shall survive the contrary contained herein, the Depositor shall only be required to pay (i) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Documents from funds available pursuant to, and in accordance with, the payment priorities set forth in termination of this Agreement and (ii) to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) that would be in excess of amounts that would be necessary to pay the debt and other obligations resignation or removal of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against itTrustee.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement.: (ba) The Depositor shall indemnify, defend and hold harmless the TrustIssuing Entity, the Owner Trustee, the Indenture Trustee and the Servicer and any of the officers, directors, employees and agents of the Issuing Entity, the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the transfer of the Receivables to the Trust or transactions contemplated herein and in the issuance and original sale of the Notes or the CertificatesBasic Documents, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the TrustIssuing Entity, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Certificates and the Notes, or asserted with respect to ownership of the Receivables Receivables, or federal or other Applicable Tax State income taxes arising out of distributions on the transactions contemplated by this Agreement Certificates or the Notes) and the other Transaction Documents), and all costs and expenses in defending against such taxesthe same. (cb) The Depositor shall indemnify, defend and hold harmless the TrustIssuing Entity, the Owner Trustee, the Indenture Trustee (in such role Trustee, the Certificateholders and as successor Servicer), the Noteholders and any of the Certificateholders officers, directors, employees and agents of the Issuing Entity, the Owner Trustee and the Indenture Trustee from and against any loss, liability, claim, action, suit, costs liability or reasonable and documented expense incurred by reason of (i) the Depositor’s willful misfeasance, bad faith or gross negligence (except for errors in judgment) in the performance of its duties under this Agreement or any other Transaction Document to which it is a party Agreement, or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) the Depositor’s violation of federal or State securities laws in connection with the registration or the sale of the NotesAgreement. (dc) The Depositor shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) and their respective officers, directors, employees and agents from and against all costsreasonable and documented cost and expense, expenses, and all other losses, claims, actions, suits, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and in the Trust Agreement, in the case of the Owner Trustee, and in the Indenture, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability liability: (i) in the case of the Owner Trustee, shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or or, in the case of the Indenture Trustee, as applicableshall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Indenture Trustee or (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, (iii) in the case of the Indenture Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture Trustee, as applicable. (ed) The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee (in such role and as successor Servicer) and the termination or assignment of this Agreement and the Trust Agreement and shall include reasonable and documented fees and expenses of counsel and expenses of litigation (including those without limitation, any legal fees, costs and expenses incurred in connection with any enforcement (including any action, claim claim, or suit brought to enforce brought) by an indemnified party of any indemnification or other obligation of the Indenture Trustee’s right to indemnificationDepositor). If the Depositor shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest. Notwithstanding anything to the contrary contained hereinin this Agreement or any other document, the obligations of the Depositor under this Section 6.03 and Section 7.5 of the Depositor’s Limited Liability Company Agreement are solely the company obligations of the Depositor and shall only be required to pay payable by it (ix) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Documents solely from funds distributed to it in its capacity as Certificateholder available pursuant to, and in accordance with, the payment priorities set forth in Section 5.06 of this Agreement and (iiz) only to the extent that it receives additional funds designated for such purposes or to the Depositor extent it has additional funds available (other than funds described in the preceding clause (ix)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code). In addition, no amount owing by the Depositor hereunder or under Section 7.5 of its Limited Liability Company Agreement in excess of the liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it. No recourse shall be had for the payment of any amount owing hereunder or under Section 7.5 of the Depositor’s Limited Liability Company Agreement or any other obligation of, or claim against, the Depositor, arising out of or based upon this Section 6.03 or under Section 7.5 of its Limited Liability Company Agreement against any employee, officer, agent, directed or authorized person of the Depositor; provided, however, that the foregoing shall not relieve any such person or entity of any liability they might otherwise have as a result of fraudulent actions or omissions taken by them.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement.: (ba) The Depositor shall indemnify, defend and hold harmless the TrustIssuing Entity, the Owner Trustee, the Indenture Trustee and the Servicer and any of the officers, directors, employees and agents of the Issuing Entity, the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the transfer of the Receivables to the Trust or transactions contemplated herein and in the issuance and original sale of the Notes or the CertificatesBasic Documents, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the TrustIssuing Entity, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Certificates and the Notes, or asserted with respect to ownership of the Receivables Receivables, or federal or other Applicable Tax State income taxes arising out of distributions on the transactions contemplated by this Agreement Certificates or the Notes) and the other Transaction Documents), and all costs and expenses in defending against such taxesthe same. (cb) The Depositor shall indemnify, defend and hold harmless the TrustIssuing Entity, the Owner Trustee, the Indenture Trustee (in such role Trustee, the Certificateholders and as successor Servicer), the Noteholders and any of the Certificateholders officers, directors, employees and agents of the Issuing Entity, the Owner Trustee and the Indenture Trustee from and against any loss, liability, claim, action, suit, costs liability or reasonable and documented expense incurred by reason of (i) the Depositor’s willful misfeasancemisconduct, bad faith or gross negligence (except for errors in judgment) in the performance of its duties under this Agreement or any other Transaction Document to which it is a party Agreement, or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) the Depositor’s violation of federal or State securities laws in connection with the registration or the sale of the NotesAgreement. (dc) The Depositor shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) and their respective officers, directors, employees and agents from and against all costsreasonable and documented cost and expense, expenses, and all other losses, claims, actions, suits, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and in the Trust Agreement, in the case of the Owner Trustee, and in the Indenture, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability liability: (i) in the case of the Owner Trustee, shall be due to the willful misfeasancemisconduct, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or or, in the case of the Indenture Trustee, as applicableshall be due to the willful misconduct, bad faith or negligence (except for errors in judgment) of the Indenture Trustee or (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, (iii) in the case of the Indenture Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture Trustee, as applicable. (ed) The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee (in such role and as successor Servicer) and the termination or assignment of this Agreement and the Trust Agreement and shall include reasonable and documented fees and expenses of counsel and expenses of litigation (including those without limitation, any legal fees, costs and expenses incurred in connection with any enforcement (including any action, claim claim, or suit brought to enforce brought) by an indemnified party of any indemnification or other obligation of the Indenture Trustee’s right to indemnificationDepositor). If the Depositor shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest. Notwithstanding anything to the contrary contained hereinin this Agreement or any other document, the obligations of the Depositor under this Section 6.03 and Section 7.5 of the Depositor’s Limited Liability Company Agreement are solely the company obligations of the Depositor and shall only be required to pay payable by it (ix) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Documents solely from funds distributed to it in its capacity as Certificateholder available pursuant to, and in accordance with, the payment priorities set forth in Section 5.06 of this Agreement and (iiy) only to the extent that it receives additional funds designated for such purposes or to the Depositor extent it has additional funds available (other than funds described in the preceding clause (ix)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code). In addition, no amount owing by the Depositor hereunder or under Section 7.5 of its Limited Liability Company Agreement in excess of the liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it. No recourse shall be had for the payment of any amount owing hereunder or under Section 7.5 of the Depositor’s Limited Liability Company Agreement or any other obligation of, or claim against, the Depositor, arising out of or based upon this Section 6.03 or under Section 7.5 of its Limited Liability Company Agreement against any employee, officer, agent, directed or authorized person of the Depositor; provided, however, that the foregoing shall not relieve any such person or entity of any liability they might otherwise have as a result of fraudulent actions or omissions taken by them.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement.: (ba) The Depositor shall indemnify, defend and hold harmless the TrustIssuing Entity, the Owner Trustee, the Indenture Trustee and the Servicer and any of the officers, directors, employees and agents of the Issuing Entity, the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the transfer of the Receivables to the Trust or transactions contemplated herein and in the issuance and original sale of the Notes or the CertificatesBasic Documents, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the TrustIssuing Entity, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Certificates and the Notes, or asserted with respect to ownership of the Receivables Receivables, or federal or other Applicable Tax State income taxes arising out of distributions on the transactions contemplated by this Agreement Certificates or the Notes) and the other Transaction Documents), and all costs and expenses in defending against such taxesthe same. (cb) The Depositor shall indemnify, defend and hold harmless the TrustIssuing Entity, the Owner Trustee, the Indenture Trustee (in such role Trustee, the Certificateholders and as successor Servicer), the Noteholders and any of the Certificateholders officers, directors, employees and agents of the Issuing Entity, the Owner Trustee and the Indenture Trustee from and against any loss, liability, claim, action, suit, costs liability or reasonable and documented expense incurred by reason of (i) the Depositor’s willful misfeasance, bad faith or gross negligence (except for errors in judgment) in the performance of its duties under this Agreement or any other Transaction Document to which it is a party Agreement, or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) the Depositor’s violation of federal or State securities laws in connection with the registration or the sale of the NotesAgreement. (dc) The Depositor shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) and their respective officers, directors, employees and agents from and against all costsreasonable and documented cost and expense, expenses, and all other losses, claims, actions, suits, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and in the Trust Agreement, in the case of the Owner Trustee, and in the Indenture, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability liability: (i) in the case of the Owner Trustee, shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or or, in the case of the Indenture Trustee, as applicableshall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Indenture Trustee or (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, (iii) in the case of the Indenture Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture Trustee, as applicable. (ed) The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee (in such role and as successor Servicer) and the termination or assignment of this Agreement and the Trust Agreement and shall include reasonable and documented fees and expenses of counsel and expenses of litigation (including those without limitation, any legal fees, costs and expenses incurred in connection with any enforcement (including any action, claim claim, or suit brought to enforce brought) by an indemnified party of any indemnification or other obligation of the Indenture Trustee’s right to indemnificationDepositor). If the Depositor shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest. Notwithstanding anything to the contrary contained hereinin this Agreement or any other document, the obligations of the Depositor under this Section 6.03 and Section 7.5 of the Depositor’s Limited Liability Company Agreement are solely the company obligations of the Depositor and shall only be required to pay payable by it (ix) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Documents solely from funds distributed to it in its capacity as Certificateholder available pursuant to, and in accordance with, the payment priorities set forth in Section 5.06 of this Agreement and (iiy) only to the extent that it receives additional funds designated for such purposes or to the Depositor extent it has additional funds available (other than funds described in the preceding clause (ix)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code). In addition, no amount owing by the Depositor hereunder or under Section 7.5 of its Limited Liability Company Agreement in excess of the liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it. No recourse shall be had for the payment of any amount owing hereunder or under Section 7.5 of the Depositor’s Limited Liability Company Agreement or any other obligation of, or claim against, the Depositor, arising out of or based upon this Section 6.03 or under Section 7.5 of its Limited Liability Company Agreement against any employee, officer, agent, directed or authorized person of the Depositor; provided, however, that the foregoing shall not relieve any such person or entity of any liability they might otherwise have as a result of fraudulent actions or omissions taken by them.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. (b) The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the transfer of the Receivables to the Trust or the issuance and original sale of the Notes or the Certificates, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal or other Applicable Tax State income taxes arising out of the transactions contemplated by this Agreement and the other Transaction Documents), and all costs and expenses in defending against such taxes. (c) The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee, the Indenture Trustee (in such role and as successor Servicer)Trustee, the Noteholders and the Certificateholders from and against any loss, liability, claim, action, suit, costs or expense incurred by reason of (i) the Depositor’s willful misfeasance, bad faith or gross negligence in the performance of its duties under this Agreement or any other Transaction Document to which it is a party or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) the Depositor’s violation of federal or State securities laws in connection with the registration or the sale of the Notes. (d) The Depositor shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) and their respective officers, directors, employees and agents from and against all costs, expenses, losses, claims, actions, suits, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and in the Trust Agreement, in the case of the Owner Trustee, and in the Indenture, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability (i) shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as applicable, (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in the Trust Agreement, (iii) in the case of the Indenture Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture Trustee, as applicable. (e) The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee (in such role and as successor Servicer) and the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationlitigation. If the Depositor shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest. Notwithstanding anything to the contrary contained herein, the Depositor shall only be required to pay (i) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Documents from funds available pursuant to, and in accordance with, the payment priorities set forth in this Agreement and (ii) to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement.: (ba) The Depositor shall indemnify, defend and hold harmless the TrustIssuing Entity, the Owner Trustee, the Indenture Trustee and the Servicer and any of the officers, directors, employees and agents of the Issuing Entity, the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the transfer of the Receivables to the Trust or transactions contemplated herein and in the issuance and original sale of the Notes or the CertificatesBasic Documents, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the TrustIssuing Entity, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Certificates and the Notes, or asserted with respect to ownership of the Receivables Receivables, or federal or other Applicable Tax State income taxes arising out of distributions on the transactions contemplated by this Agreement Certificates or the Notes) and the other Transaction Documents), and all costs and expenses in defending against such taxesthe same. (cb) The Depositor shall indemnify, defend and hold harmless the TrustIssuing Entity, the Owner Trustee, the Indenture Trustee (in such role Trustee, the Certificateholders and as successor Servicer), the Noteholders and any of the Certificateholders officers, directors, employees and agents of the Issuing Entity, the Owner Trustee, and the Indenture Trustee from and against any loss, liability, claim, action, suit, costs liability or reasonable and documented expense incurred by reason of (i) the Depositor’s willful misfeasance, bad faith or gross negligence (except for errors in judgment) in the performance of its duties under this Agreement or any other Transaction Document to which it is a party Agreement, or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) the Depositor’s violation of federal or State securities laws in connection with the registration or the sale of the NotesAgreement. (dc) The Depositor shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) and their respective officers, directors, employees and agents from and against all costsreasonable and documented cost and expense, expenses, and all other losses, claims, actions, suits, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and in the Trust Agreement, in the case of the Owner Trustee, and in the Indenture, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability liability: (i) in the case of the Owner Trustee, shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or or, in the case of the Indenture Trustee, as applicableshall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Indenture Trustee or (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, (iii) in the case of the Indenture Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture Trustee, as applicable. (ed) The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee (in such role and as successor Servicer) and the termination of this Agreement and shall include reasonable and documented fees and expenses of counsel and expenses of litigation including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationlitigation. If the Depositor shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest. Notwithstanding anything to the contrary contained hereinin this Agreement or any other document, the obligations of the Depositor under this Section 6.03 and Section 7.5 of the Depositor’s Limited Liability Company Agreement are solely the company obligations of the Depositor and shall only be required to pay payable by it (ix) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Documents solely from funds distributed to it in its capacity as Certificateholder available pursuant to, and in accordance with, the payment priorities set forth in Section 5.06 of this Agreement and (iiz) only to the extent that it receives additional funds designated for such purposes or to the Depositor extent it has additional funds available (other than funds described in the preceding clause (ix)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code). In addition, no amount owing by the Depositor hereunder or under Section 7.5 of its Limited Liability Company Agreement in excess of the liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it. No recourse shall be had for the payment of any amount owing hereunder or under Section 7.5 of the Depositor’s Limited Liability Company Agreement or any other obligation of, or claim against, the Depositor, arising out of or based upon this Section 6.03 or under Section 7.5 of its Limited Liability Company Agreement against any employee, officer, agent, directed or authorized person of the Depositor; provided, however, that the foregoing shall not relieve any such person or entity of any liability they might otherwise have as a result of fraudulent actions or omissions taken by them.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. (b) The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the transfer of the Receivables to the Trust or the issuance and original sale of the Notes or the Certificates, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal or other Applicable Tax State income taxes arising out of the transactions contemplated by this Agreement and the other Transaction Documents), and all costs and expenses in defending against such taxes. (c) The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee, the Indenture Trustee (in such role and as successor Servicer)Trustee, the Noteholders and the Certificateholders from and against any loss, liability, claim, action, suit, costs liability or expense incurred by reason of (i) the Depositor’s willful misfeasance, bad faith or gross negligence in the performance of its duties under this Agreement or any other Transaction Document to which it is a party or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) the Depositor’s violation of federal or State securities laws in connection with the registration or the sale of the Notes. (d) The Depositor shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) and their respective officers, directors, employees and agents from and against all costs, expenses, losses, claims, actions, suits, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and in the Trust Agreement, in the case of the Owner Trustee, and in the Indenture, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability (i) shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as applicable, (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in the Trust Agreement, (iii) in the case of the Indenture Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture Trustee, as applicable. (e) The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee (in such role and as successor Servicer) and the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationlitigation. If the Depositor shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest. Notwithstanding anything to the contrary contained herein, the Depositor shall only be required to pay (i) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Documents from funds available pursuant to, and in accordance with, the payment priorities set forth in this Agreement and (ii) to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. (b) . The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee and (including in its individual capacity), the Indenture Trustee (including in such role its individual capacity) and as successor Servicerthe Servicer (and any of their respective officers, directors, employees or agents) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the transfer of the Receivables to the Trust or transactions contemplated herein and in the issuance and original sale of the Notes or the Certificatesother Transaction Documents, including any sales, gross receipts, general corporation, tangible personal property, personal property replacement privilege or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to, and as of the date of, the transfer of Contracts to the Trust or the issuance and original sale of the Notes, or asserted with respect to ownership of the Receivables Contract Assets, or federal or other Applicable Tax State income taxes arising out of payments from Collections on the transactions contemplated by this Agreement Trust Assets) and the other Transaction Documents), and all costs and expenses in defending against such taxes. (c) the same. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner TrusteeTrustee (including in its individual capacity), the Indenture Trustee (including in such role and as successor Servicer), the Noteholders its individual capacity) and the Certificateholders Servicer (and any of their respective officers, directors, employees or agents) and the Securityholders from and against any loss, liability, claim, action, suit, costs liability or expense incurred by reason of (i) the Depositor’s 's willful misfeasance, bad faith or gross negligence (other than errors in judgment) in the performance of its duties under this Agreement or any other Transaction Document to which it is a party Agreement, or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) the Depositor’s violation of federal or State securities laws in connection with the registration or the sale of the Notes. (d) Agreement. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee and (including in its individual capacity), the Indenture Trustee (including in such role and as successor Servicerits individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) and agents any Noteholders from and against all costs, expenses, losses, claims, actions, suits, damages and liabilities arising out of or incurred in connection with the acceptance or performance (or failure of performance) of the trusts and duties contained herein and in the Trust Agreementand, in the case of the Owner Trustee, and in the IndentureTrust Agreement and, in the case of the Indenture Trustee, in the Indenture, except to the extent that such cost, expense, loss, claim, damage or liability in the case of (i) the Owner Trustee shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as applicable, (ii) in the case of the Owner Trustee, or shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (iiiii) in the case Indenture Trustee shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. The Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which the Depositor were a general partner; provided, however, that the Depositor shall arise from not be liable for any losses incurred by the breach Equity Certificateholder in the capacity of an investor in the Equity Certificate or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the immediately preceding sentence for which the Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligation of the Depositor under this paragraph shall be evidenced by the Equity Certificate. The Depositor shall indemnify, defend and hold harmless the Owner Trustee (including in its individual capacity) and the Indenture Trustee of (including in its individual capacity) from and against any of its representations and warranties set forth in the Indenture loss, liability or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture Trustee, as applicable. (e) The Depositor shall pay any and all taxes levied or assessed upon all or any part expense incurred by reason of the Owner Trust EstateDepositor's or Trust's violation of federal or state securities laws in connection with the offering and sale of the Notes and the Certificate. Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee (in such role and as successor Servicer) and the termination of this Agreement and shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation litigation; provided, however, that the indemnification under this Section, notwithstanding anything to the contrary, is limited to the assets of the Depositor (including those incurred its rights under Article VI of the Substitute VFC Purchase Agreement; Article VI of the Non-VFC Purchase Agreement or Article VI of the VFC Purchase Agreement); provided, further, any indemnity payments to be made pursuant to this Section shall not be made from the Trust Assets (except to the extent any of the same have been distributed to the Depositor free and clear of any interest of the Trust therein and except to the extent CFUSA as co-obligor is obligated to make such payment pursuant to Article VI of the Substitute VFC Purchase Agreement; Article VI of the Non-VFC Purchase Agreement or Article VI of the VFC Purchase Agreement), and such indemnity payments, if unpaid, shall not constitute a claim against the Trust or the Trust Assets (except in connection with any action, claim or suit brought to enforce respect of rights against CFUSA in respect of the Indenture Trustee’s right to indemnificationaforementioned Articles of the Purchase and Sale Agreements). If the Depositor (or CFUSA pursuant to the aforementioned Articles of the Purchase and Sale Agreements) shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the DepositorDepositor (or CFUSA, as applicable), without interest. Notwithstanding anything to Indemnification under this Section shall survive the contrary contained hereinresignation or removal of the Owner Trustee or the Indenture Trustee, as the Depositor shall only be required to pay (i) any fees, expenses, indemnities or other liabilities that it case may incur under the Transaction Documents from funds available pursuant tobe, and in accordance with, the payment priorities set forth in this Agreement and (ii) to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) that would be in excess of amounts that would be necessary to pay the debt and other obligations termination of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against itTrust Agreement or this Agreement.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. (b) The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the transfer of the Receivables to the Trust or the issuance and original sale of the Notes or the Certificates, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal or other Applicable Tax State income taxes arising out of the transactions contemplated by this Agreement and the other Transaction Documents), and all costs and expenses in defending against such taxes. (c) The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee, the Indenture Trustee (in such role and as successor Servicer)Trustee, the Noteholders and the Certificateholders from and against any loss, liability, claim, action, suit, costs liability or expense incurred by reason of (i) the Depositor’s willful misfeasance, bad faith or gross negligence in the performance of its duties under this Agreement or any other Transaction Document to which it is a party or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) the Depositor’s violation of federal or State state securities laws in connection with the registration or the sale of the Notes. (d) The Depositor shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) and their respective officers, directors, employees and agents from and against all costs, expenses, losses, claims, actions, suits, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and in the Trust Agreement, in the case of the Owner Trustee, and in the Indenture, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability (i) shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as applicable, (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in the Trust Agreement, (iii) in the case of the Indenture Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture Trustee, as applicable. (e) The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee (in such role and as successor Servicer) and the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationlitigation. If the Depositor shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest. Notwithstanding anything to the contrary contained herein, the Depositor shall only be required to pay (i) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Documents from funds available pursuant to, and in accordance with, the payment priorities set forth in this Agreement and (ii) to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. (b) The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee Issuer and the Indenture Trustee (in such role and as successor Servicer) Trustees from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the transfer of the Receivables to the Trust or transactions contemplated by the issuance and original sale of the Notes or the CertificatesBasic Documents, including any sales, gross receipts, gross margin, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Trust, but not including any taxes asserted with respect to ownership to, and as of the date of the sale of the Receivables to the Issuer or the issuance and original sale of the Securities, or United States federal or other Applicable Tax State income taxes arising out of distributions on the transactions contemplated by this Agreement and the other Transaction DocumentsSecurities), and all costs and expenses in defending against such taxestaxes including any Expenses incurred by the relevant party in connection with the enforcement of the Depositor’s indemnification or other obligations hereunder. (c) The Depositor shall indemnify, defend and hold harmless the TrustIssuer, the Owner Trustee, the Indenture Trustee (in such role and as successor Servicer), the Noteholders Trustees and the Certificateholders Securityholders from and against any loss, liability, claim, action, suit, costs damage or expense incurred by reason of (i) the Depositor’s willful misfeasance, bad faith or gross negligence (other than errors in judgment) in the performance of its duties under this Agreement or any other Transaction Document to which it is a party the Depositor Basic Documents, or by reason of a reckless disregard of its obligations and duties under this Agreement or the Depositor Basic Documents, including any other Transaction Document to which it is a Expenses incurred by the relevant party and (ii) the Depositor’s violation of federal or State securities laws in connection with the registration or the sale enforcement of the NotesDepositor’s indemnification or other obligations hereunder. (d) The Depositor shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) and their respective officers, directors, employees and agents Trustees from and against all costslosses, expenses, lossesliabilities, claims, actions, suits, damages and liabilities or expenses arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and herein, in the Trust Agreement, Agreement (in the case of the Owner Trustee, ) and in the Indenture, Indenture (in the case of the Indenture Trustee), including any Expenses incurred by the relevant party in connection with the enforcement of the Depositor’s indemnification or other obligations hereunder, except to the extent that such costloss, expense, lossliability, claim, damage or liability expense (i) shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or the Indenture related Trustee, as applicable, (ii) in the case of (A) the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in the Trust Agreement, Agreement or (iiiB) in the case of the Indenture Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or shall arise out of or be incurred in connection with the performance by the Indenture Trustee of the duties of a Successor Servicer hereunder, (iii) shall be one as to which the Servicer is required to indemnify either Trustee or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture either Trustee, as applicable. (e) . The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. Property. (e) Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee (in such role and Trustee, as successor Servicer) the case may be, and the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationlitigation. If the Depositor shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest. Notwithstanding anything to the contrary contained herein, the Depositor shall only be required to pay (i) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Basic Documents from funds available pursuant to, and in accordance with, the payment priorities set forth in this Agreement and the other Basic Documents and (ii) to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) above) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. (b) . The Depositor shall indemnify, defend and hold harmless the Trust, the Delaware Trustee (including in its individual capacity), the Owner Trustee and (including in its individual capacity), the Indenture Trustee (including in such role its individual capacity) and as successor Servicerthe Servicer (and any of their respective officers, directors, employees or agents) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the transfer of the Receivables to the Trust or transactions contemplated herein and in the issuance and original sale of the Notes or the Certificatesother Transaction Documents, including any sales, gross receipts, general corporation, tangible personal property, personal property replacement privilege or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to, and as of the date of, the transfer of Contracts to the Trust or the issuance and original sale of the Notes, or asserted with respect to ownership of the Receivables Contract Assets, or federal or other Applicable Tax State income taxes arising out of payments from Collections on the transactions contemplated by this Agreement Trust Assets) and the other Transaction Documents), and all costs and expenses in defending against such taxes. (c) the same. The Depositor shall indemnify, defend and hold harmless the Trust, the Delaware Trustee (including in its individual capacity), the Owner TrusteeTrustee (including in its individual capacity), the Indenture Trustee (including in such role and as successor Servicer), the Noteholders its individual capacity) and the Certificateholders Servicer (and any of their respective officers, directors, employees or agents) and the Securityholders from and against any loss, liability, claim, action, suit, costs liability or expense incurred by reason of (i) the Depositor’s 's willful misfeasance, bad faith or gross negligence (other than errors in judgment) in the performance of its duties under this Agreement or any other Transaction Document to which it is a party Agreement, or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) the Depositor’s violation of federal or State securities laws in connection with the registration or the sale of the Notes. (d) Agreement. The Depositor shall indemnify, defend and hold harmless the Trust, the Delaware Trustee (including in its individual capacity), the Owner Trustee and (including in its individual capacity), the Indenture Trustee (including in such role and as successor Servicerits individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) and agents any Noteholders from and against all costs, expenses, losses, claims, actions, suits, damages and liabilities arising out of or incurred in connection with the acceptance or performance (or failure of performance) of the trusts and duties contained herein and in the Trust Agreementand, in the case of the Delaware Trustee and the Owner Trustee, and in the IndentureTrust Agreement and, in the case of the Indenture Trustee, in the Indenture, except to the extent that such cost, expense, loss, claim, damage or liability in the case of (i) the Delaware Trustee and the Owner Trustee shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Delaware Trustee or the Indenture Trustee, as applicable, (ii) in the case of and the Owner Trustee, respectively, or shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (iiiii) in the case Indenture Trustee shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. The Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which the Depositor were a general partner; provided, however, that the Depositor shall arise from not be liable for any losses incurred by the breach Equity Certificateholder in the capacity of an investor in the Equity Certificate or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the immediately preceding sentence for which the Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligation of the Depositor under this paragraph shall be evidenced by the Equity Certificate. The Depositor shall indemnify, defend and hold harmless the Delaware Trustee, the Owner Trustee (including in its individual capacity) and the Indenture Trustee of (including in its individual capacity) from and against any of its representations and warranties set forth in the Indenture loss, liability or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture Trustee, as applicable. (e) The Depositor shall pay any and all taxes levied or assessed upon all or any part expense incurred by reason of the Owner Trust EstateDepositor's or Trust's violation of federal or state securities laws in connection with the offering and sale of the Notes and the Certificate. Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee (in such role and as successor Servicer) and the termination of this Agreement and shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation litigation; provided, however, that the indemnification under this Section, notwithstanding anything to the contrary, is limited to the assets of the Depositor (including those incurred its rights under Article VI of the Substitute VFC Purchase Agreement; Article VI of the Non-VFC Purchase Agreement or Article VI of the VFC Purchase Agreement); provided, further, any indemnity payments to be made pursuant to this Section shall not be made from the Trust Assets (except to the extent any of the same have been distributed to the Depositor free and clear of any interest of the Trust therein and except to the extent CFUSA as co-obligor is obligated to make such payment pursuant to Article VI of the Substitute VFC Purchase Agreement; Article VI of the Non-VFC Purchase Agreement or Article VI of the VFC Purchase Agreement), and such indemnity payments, if unpaid, shall not constitute a claim against the Trust or the Trust Assets (except in connection with any action, claim or suit brought to enforce respect of rights against CFUSA in respect of the Indenture Trustee’s right to indemnificationaforementioned Articles of the Purchase and Sale Agreements). If the Depositor (or CFUSA pursuant to the aforementioned Articles of the Purchase and Sale Agreements) shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the DepositorDepositor (or CFUSA, as applicable), without interest. Notwithstanding anything to Indemnification under this Section shall survive the contrary contained hereinresignation or removal of the Delaware Trustee, the Depositor shall only be required to pay (i) any feesOwner Trustee or the Indenture Trustee, expenses, indemnities or other liabilities that it as the case may incur under the Transaction Documents from funds available pursuant tobe, and in accordance with, the payment priorities set forth in this Agreement and (ii) to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) that would be in excess of amounts that would be necessary to pay the debt and other obligations termination of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against itTrust Agreement or this Agreement.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. (b) The Depositor shall indemnify, defend and hold harmless the TrustIssuer, the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the transfer of the Receivables to the Trust or transactions contemplated by the issuance and original sale of the Notes or the CertificatesBasic Documents, including any sales, gross receipts, gross margin, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Trust, but not including any taxes asserted with respect to ownership to, and as of the date of the sale of the Receivables to the Issuer or the issuance and original sale of the Securities, or federal or other Applicable Tax State income taxes arising out of distributions on the transactions contemplated by this Agreement and the other Transaction DocumentsSecurities), and all costs and expenses in defending against such taxes. (c) The Depositor shall indemnify, defend and hold harmless the TrustIssuer, the Owner Trustee, the Indenture Trustee (in such role and as successor Servicer), the Noteholders Trustees and the Certificateholders Securityholders from and against any loss, liability, claim, action, suit, costs damage or expense incurred by reason of (i) the Depositor’s willful misfeasance, bad faith or gross negligence (other than errors in judgment) in the performance of its duties under this Agreement or any other Transaction Document to which it is a party the Depositor Basic Documents, or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) the Depositor’s violation of federal or State securities laws in connection with the registration or the sale of the NotesDepositor Basic Documents. (d) The Depositor shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) and their respective officers, directors, employees and agents Trustees from and against all costslosses, expenses, lossesliabilities, claims, actions, suits, damages and liabilities or expenses arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and herein, in the Trust Agreement, Agreement (in the case of the Owner Trustee, ) and in the Indenture, Indenture (in the case of the Indenture Trustee), except to the extent that such costloss, expense, lossliability, claim, damage or liability expense (i) shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or the Indenture related Trustee, as applicable, (ii) in the case of (A) the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in the Trust Agreement, Agreement or (iiiB) in the case of the Indenture Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or shall arise out of or be incurred in connection with the performance by the Indenture Trustee of the duties of a Successor Servicer hereunder, (iii) shall be one as to which the Servicer is required to indemnify either Trustee or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture either Trustee, as applicable. (e) . The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. Property. (e) Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee (in such role and Trustee, as successor Servicer) the case may be, and the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationlitigation. If the Depositor shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest. Notwithstanding anything to the contrary contained herein, the Depositor shall only be required to pay (i) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Basic Documents from funds available pursuant to, and in accordance with, the payment priorities set forth in this Agreement and the other Basic Documents and (ii) to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) above) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. (b) The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee Issuer and the Indenture Trustee (in such role and as successor Servicer) Trustees from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the transfer of the Receivables to the Trust or transactions contemplated by the issuance and original sale of the Notes or the CertificatesBasic Documents, including any sales, gross receipts, gross margin, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Trust, but not including any taxes asserted with respect to ownership to, and as of the date of the sale of the Receivables to the Issuer or the issuance and original sale of the Securities, or United States federal or other Applicable Tax State income taxes arising out of distributions on the transactions contemplated by this Agreement and the other Transaction DocumentsSecurities), and all costs and expenses in defending against such taxestaxes including any Expenses incurred by the relevant party in connection with the enforcement of the Depositor’s indemnification or other obligations hereunder. (c) The Depositor shall indemnify, defend and hold harmless the TrustIssuer, the Owner Trustee, the Indenture Trustee (in such role and as successor Servicer), the Noteholders Trustees and the Certificateholders Securityholders from and against any loss, liability, claim, action, suit, costs damage or expense incurred by reason of (i) the Depositor’s willful misfeasance, bad faith or gross negligence (other than errors in judgment) in the performance of its duties under this Agreement or any other Transaction Document to which it is a party the Depositor Basic Documents, or by reason of a reckless disregard of its obligations and duties under this Agreement or the Depositor Basic Documents, including any other Transaction Document to which it is a Expenses incurred by the relevant party and (ii) the Depositor’s violation of federal or State securities laws in connection with the registration or the sale enforcement of the NotesDepositor’s indemnification or other obligations hereunder. (d) The Depositor shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) and their respective officers, directors, employees and agents Trustees from and against all costslosses, expenses, lossesliabilities, claims, actions, suits, damages and liabilities or expenses arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and herein, in the Trust Agreement, Agreement (in the case of the Owner Trustee, ) and in the Indenture, Indenture (in the case of the Indenture Trustee), including any Expenses incurred by the relevant party in connection with the enforcement of the Depositor’s indemnification or other obligations hereunder, except to the extent that such costloss, expense, lossliability, claim, damage or liability expense (i) shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or the Indenture related Trustee, as applicable, (ii) in the case of (A) the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in the Trust Agreement, Agreement or (iiiB) in the case of the Indenture Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or shall arise out of or be incurred in connection with the performance by the Indenture Trustee of the duties of a Successor Servicer hereunder, (iii) shall be one as to which the Servicer is required to indemnify either Trustee or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture either Trustee, as applicable. (e) . The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. Property. (e) Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner either Trustee or the Indenture Trustee (in such role and as successor Servicer) and the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationlitigation. If the Depositor shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest. Notwithstanding anything to the contrary contained herein, the Depositor shall only be required to pay (i) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Basic Documents from funds available pursuant to, and in accordance with, the payment priorities set forth in this Agreement and the other Basic Documents and (ii) to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) above) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. (b) The Depositor shall indemnify, defend and hold harmless [the Backup Servicer,] the Trust, the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the transfer of the Receivables to the Trust or the issuance and original sale of the Notes or the Certificates, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal or other Applicable Tax State income taxes arising out of the transactions contemplated by this Agreement and the other Transaction Documents), and all costs and expenses in defending against such taxes. (c) The Depositor shall indemnify, defend and hold harmless [the Backup Servicer,] the Trust, the Owner Trustee, the Indenture Trustee (in such role and as successor Servicer), [the Swap Counterparty,] the Noteholders and the Certificateholders from and against any loss, liability, claim, action, suit, costs or expense incurred by reason of (i) the Depositor’s willful misfeasance, bad faith or gross negligence in the performance of its duties under this Agreement or any other Transaction Document to which it is a party or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) the Depositor’s violation of federal or State securities laws in connection with the registration or the sale of the Notes. (d) The Depositor shall indemnify, defend and hold harmless [the Backup Servicer,] the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) and their respective officers, directors, employees and agents from and against all costs, expenses, losses, claims, actions, suits, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and in the Trust Agreement, in the case of the Owner Trustee, and in the Indenture, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability (i) shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of [the Backup Servicer,] the Owner Trustee or the Indenture Trustee, as applicable, (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in the Trust Agreement, (iii) in the case of the Indenture Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify [the Backup Servicer,] the Owner Trustee or the Indenture Trustee, as applicable. (e) The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. Indemnification under this Section 6.2 shall survive the resignation or removal of [the Backup Servicer,] the Owner Trustee or the Indenture Trustee (in such role and as successor Servicer) and the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnification. If the Depositor shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest. Notwithstanding anything to the contrary contained herein, the Depositor shall only be required to pay (i) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Documents from funds available pursuant to, and in accordance with, the payment priorities set forth in this Agreement and (ii) to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. (b) The Depositor shall indemnify, defend and hold harmless the TrustIssuer, the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the transfer of the Receivables to the Trust or transactions contemplated by the issuance and original sale of the Notes or the CertificatesBasic Documents, including any sales, gross receipts, gross margin, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Trust, but not including any taxes asserted with respect to ownership to, and as of the date of the sale of the Receivables to the Issuer or the issuance and original sale of the Securities, or federal or other Applicable Tax State income taxes arising out of distributions on the transactions contemplated by this Agreement and the other Transaction DocumentsSecurities), and all costs and expenses in defending against such taxestaxes including any Expenses incurred by the relevant party in connection with the enforcement of the Depositor’s indemnification or other obligations hereunder. (c) The Depositor shall indemnify, defend and hold harmless the TrustIssuer, the Owner Trustee, the Indenture Trustee (in such role and as successor Servicer), the Noteholders Trustees and the Certificateholders Securityholders from and against any loss, liability, claim, action, suit, costs damage or expense incurred by reason of (i) the Depositor’s willful misfeasance, bad faith or gross negligence (other than errors in judgment) in the performance of its duties under this Agreement or any other Transaction Document to which it is a party the Depositor Basic Documents, or by reason of a reckless disregard of its obligations and duties under this Agreement or the Depositor Basic Documents, including any other Transaction Document to which it is a Expenses incurred by the relevant party and (ii) the Depositor’s violation of federal or State securities laws in connection with the registration or the sale enforcement of the NotesDepositor’s indemnification or other obligations hereunder. (d) The Depositor shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) and their respective officers, directors, employees and agents Trustees from and against all costslosses, expenses, lossesliabilities, claims, actions, suits, damages and liabilities or expenses arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and herein, in the Trust Agreement, Agreement (in the case of the Owner Trustee, ) and in the Indenture, Indenture (in the case of the Indenture Trustee), including any Expenses incurred by the relevant party in connection with the enforcement of the Depositor’s indemnification or other obligations hereunder, except to the extent that such costloss, expense, lossliability, claim, damage or liability expense (i) shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or the Indenture related Trustee, as applicable, (ii) in the case of (A) the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in the Trust Agreement, Agreement or (iiiB) in the case of the Indenture Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or shall arise out of or be incurred in connection with the performance by the Indenture Trustee of the duties of a Successor Servicer hereunder, (iii) shall be one as to which the Servicer is required to indemnify either Trustee or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture either Trustee, as applicable. (e) . The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. Property. (e) Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee (in such role and Trustee, as successor Servicer) the case may be, and the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationlitigation. If the Depositor shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest. Notwithstanding anything to the contrary contained herein, the Depositor shall only be required to pay (i) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Basic Documents from funds available pursuant to, and in accordance with, the payment priorities set forth in this Agreement and the other Basic Documents and (ii) to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) above) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. (b) The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the transfer of the Receivables to the Trust or the issuance and original sale of the Notes or the Certificates, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal or other Applicable Tax State income taxes arising out of the transactions contemplated by this Agreement and the other Transaction Documents), and all costs and expenses in defending against such taxes. (c) The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee, the Indenture Trustee (in such role and as successor Servicer)Trustee, the Noteholders and the Certificateholders from and against any loss, liability, claim, action, suit, costs liability or expense incurred by reason of (i) the Depositor’s willful misfeasance, bad faith or gross negligence in the performance of its duties under this Agreement or any other Transaction Document to which it is a party or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) the Depositor’s violation of federal or State securities laws in connection with the registration or the sale of the Notes. (d) The Depositor shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) and their respective officers, directors, employees and agents from and against all costs, expenses, losses, claims, actions, suits, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and in the Trust Agreement, in the case of the Owner Trustee, and in the Indenture, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability (i) shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as applicable, (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in the Trust Agreement, (iii) in the case of the Indenture Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture Trustee, as applicable. (e) The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee (in such role and as successor Servicer) and the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationlitigation. If the Depositor shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest. Notwithstanding anything to the contrary contained herein, the Depositor shall only be required to pay (i) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Documents from funds available pursuant to, and in accordance with, the payment priorities set forth in this Agreement and (ii) to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement., and hereby agrees to the following: (ba) The Depositor shall indemnify, defend defend, and hold harmless the TrustIssuer, the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the transfer conveyance of the Receivables to the Trust Issuer or the issuance and original sale of the Notes or and the Certificates, including any sales, gross receipts, general corporation, tangible personal property, privilege privilege, or license taxes (but, in the case of the TrustIssuer, not including any taxes asserted with respect to ownership of the Receivables or federal or other Applicable Tax State state income taxes arising out of the transactions contemplated by this Agreement and the other Transaction Basic Documents), ) and all costs and expenses in defending against such taxesthe same. (cb) The Depositor shall indemnify, defend defend, and hold harmless the TrustIssuer, the Owner Trustee, the Indenture Trustee (in such role and as successor Servicer)Trustee, the Noteholders and the Certificateholders from and against any loss, liability, claim, action, suit, costs liability or expense incurred by reason of (i) the Depositor’s willful misfeasance, bad faith faith, or gross negligence in the performance of its duties under this Agreement or any other Transaction Document to which it is a party Agreement, or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) the Depositor’s violation of federal or State securities laws in connection with the registration or the sale of the NotesNotes or the Certificates. (dc) The Depositor shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) and their respective officers, directors, employees and agents from and against all costs, expenses, losses, claims, actions, suits, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and in the Trust Agreement, in the case of the Owner Trustee, and in the Indenture, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability (i) shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as applicable, (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in the Trust Agreement, (iii) in the case of the Indenture Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture Trustee, as applicable. (e) The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. Indemnification under this Section 6.2 5.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee (in such role and as successor Servicer) and the termination of this Agreement and shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationlitigation. If the Depositor shall have made any indemnity payments pursuant to this Section 6.2 5.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest. Notwithstanding anything to the contrary contained herein, the Depositor shall only be required to pay (i) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Documents from funds available pursuant to, and in accordance with, the payment priorities set forth in this Agreement and (ii) to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. (b) The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the transfer of the Receivables to the Trust or the issuance and original sale of the Notes or the Certificates, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal or other Applicable Tax State income taxes arising out of the transactions contemplated by this Agreement and the other Transaction Documents), and all costs and expenses in defending against such taxes. (c) The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee, the Indenture Trustee (in such role and as successor Servicer)Trustee, the Noteholders and the Certificateholders from and against any loss, liability, claim, action, suit, costs liability or expense incurred by reason of (i) the Depositor’s 's willful misfeasance, bad faith or gross negligence in the performance of its duties under this Agreement or any other Transaction Document to which it is a party or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) the Depositor’s 's violation of federal or State state securities laws in connection with the registration or the sale of the NotesNotes or the Certificates. (d) The Depositor shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) and their respective officers, directors, employees and agents from and against all costs, expenses, losses, claims, actions, suits, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and in the Trust Agreement, in the case of the Owner Trustee, and in the Indenture, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability (i) shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as applicable, (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in the Trust Agreement, (iii) in the case of the Indenture Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture Trustee, as applicable. (e) The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee (in such role and as successor Servicer) and the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationlitigation. If the Depositor shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest. Notwithstanding anything to the contrary contained herein, the Depositor shall only be required to pay (i) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Documents from funds available pursuant to, and in accordance with, the payment priorities set forth in this Agreement and (ii) to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. (b) The Depositor shall indemnify, defend and hold harmless the TrustIssuer, the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the transfer of the Receivables to the Trust or transactions contemplated by the issuance and original sale of the Notes or the CertificatesBasic Documents, including any sales, gross receipts, gross margin, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Trust, but not including any taxes asserted with respect to ownership to, and as of the date of the sale of the Receivables to the Issuer or the issuance and original sale of the Securities, or federal or other Applicable Tax State income taxes arising out of distributions on the transactions contemplated by this Agreement and the other Transaction DocumentsSecurities), and all costs and expenses in defending against such taxes. (c) The Depositor shall indemnify, defend and hold harmless the TrustIssuer, the Owner Trustee, the Indenture Trustee (in such role and as successor Servicer), the Noteholders Trustees and the Certificateholders Securityholders from and against any loss, liability, claim, action, suit, costs damage or expense incurred by reason of (i) the Depositor’s willful misfeasance, bad faith or gross negligence (other than errors in judgment) in the performance of its duties under this Agreement or any other Transaction Document to which it is a party the Depositor Basic Documents, or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) the Depositor’s violation of federal or State securities laws in connection with the registration or the sale of the NotesDepositor Basic Documents. (d) The Depositor shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) and their respective officers, directors, employees and agents Trustees from and against all costslosses, expenses, lossesliabilities, claims, actions, suits, damages and liabilities or expenses arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and herein, in the Trust Agreement, Agreement (in the case of the Owner Trustee, ) and in the Indenture, Indenture (in the case of the Indenture Trustee), except to the extent that such costloss, expense, lossliability, claim, damage or liability expense (i) shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as applicable, (ii) in the case of (A) the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in the Trust Agreement, Agreement or (iiiB) in the case of the Indenture Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or shall arise out of or be incurred in connection with the performance by the Indenture Trustee of the duties of a Successor Servicer hereunder, (iii) shall be one as to which the Servicer is required to indemnify either Trustee or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture either Trustee, as applicable. (e) . The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. Property. (e) Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee (in such role and Trustee, as successor Servicer) the case may be, and the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationlitigation. If the Depositor shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest. Notwithstanding anything to the contrary contained herein, the Depositor shall only be required to pay (i) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Basic Documents from funds available pursuant to, and in accordance with, the payment priorities set forth in this Agreement and the other Basic Documents and (ii) to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) above) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement., and hereby agrees to the following: (ba) The Depositor shall indemnify, defend defend, and hold harmless the TrustIssuer, the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the transfer conveyance of the Receivables to the Trust Issuer or the issuance and original sale of the Notes or and the Certificates, including any sales, gross receipts, general corporation, tangible personal property, privilege privilege, or license taxes (but, in the case of the TrustIssuer, not including any taxes asserted with respect to ownership of the Receivables or federal or other Applicable Tax State state income taxes arising out of the transactions contemplated by this Agreement and the other Transaction Basic Documents), ) and all costs and expenses in defending against such taxesthe same. (cb) The Depositor shall indemnify, defend defend, and hold harmless the TrustIssuer, the Owner Trustee, the Indenture Trustee (in such role and as successor Servicer)Trustee, the Noteholders and the Certificateholders from and against any loss, liability, claim, action, suit, costs liability or expense incurred by reason of (i) the Depositor’s 's willful misfeasance, bad faith faith, or gross negligence in the performance of its duties under this Agreement or any other Transaction Document to which it is a party Agreement, or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) the Depositor’s 's violation of federal or State securities laws in connection with the registration or the sale of the NotesNotes or the Certificates. (dc) The Depositor shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) and their respective officers, directors, employees and agents from and against all costs, expenses, losses, claims, actions, suits, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and in the Trust Agreement, in the case of the Owner Trustee, and in the Indenture, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability (i) shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as applicable, (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in the Trust Agreement, (iii) in the case of the Indenture Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture Trustee, as applicable. (e) The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. Indemnification under this Section 6.2 5.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee (in such role and as successor Servicer) and the termination of this Agreement and shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationlitigation. If the Depositor shall have made any indemnity payments pursuant to this Section 6.2 5.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest. Notwithstanding anything to the contrary contained herein, the Depositor shall only be required to pay (i) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Documents from funds available pursuant to, and in accordance with, the payment priorities set forth in this Agreement and (ii) to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. (ba) The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Collateral Agent and the Trustee and the Indenture Trustee (in such role their respective officers, directors, employees and as successor Servicer) agents from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the transfer of the Receivables to the Trust transactions contemplated in this Agreement (except any income taxes arising out of fees paid to the Trustee or the issuance Collateral Agent and original sale of except any taxes to which the Notes or the CertificatesTrustee may otherwise be subject to), including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to, and as of the date of, the issuance and original sale of the Certificates or asserted with respect to ownership of the Receivables or federal or other Applicable Tax State income taxes arising out of distributions on the transactions contemplated by this Agreement Certificates) and the other Transaction Documents), and all reasonable costs and expenses in defending against such taxesthe same or in connection with any application relating to the Certificates under any state securities laws. (cb) The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee, the Indenture Trustee (in such role and as successor Servicer), the Noteholders Collateral Agent and the Certificateholders and the officers, directors, employees and agents of the Trustee and the Collateral Agent from and against any lossand all costs, liabilityexpenses, claimlosses, actionclaims, suitdamages and liabilities to the extent arising out of, costs or expense incurred by reason of imposed upon such Person through (i) the Depositor’s 's willful misfeasance, bad faith or gross negligence in the performance of its duties under this Agreement or any other Transaction Document to which it is a party Agreement, or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) the Depositor’s 's or the Trust's violation of federal or State state securities laws in connection with the registration or the offering and sale of the NotesCertificates or in connection with any application relating to the Certificates under any state securities laws. (dc) The Depositor shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Owner Trustee and Trustee, the Indenture Trustee (in such role and as successor Servicer) Collateral Agent and their respective officers, directors, employees and agents from and against any and all costs, expenses, losses, claims, actions, suits, damages and liabilities and reasonable costs and expenses arising out of of, or incurred in connection with with, this Agreement, the Trust Property, the acceptance or performance of the trusts and duties contained set forth herein and in or the Trust Agreement, in action or the case inaction of the Owner TrusteeTrustee or the Collateral Agent, and in the Indenture, in the case of the Indenture Trustee, as applicable hereunder except to the extent that such cost, expense, loss, claim, damage or liability liability: (i) shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or the Indenture Collateral Agent, as applicable or (ii) shall arise from any breach by the Trustee of its covenants, representations or warranties under this Agreement. In no event shall either the Trustee or the Collateral Agent be liable for special, indirect or consequential loss or damage (including but not limited to lost profits), even if the Trustee and the Collateral Agent have been advised of the likelihood of such loss or damage and regardless of the form of action. Such liability shall survive the termination of the Trust. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Trustee's or the Collateral Agent's, as applicable, (ii) in choice of legal counsel shall be subject to the case approval of the Owner TrusteeDepositor, which approval shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in the Trust Agreement, (iii) in the case of the Indenture Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall not be required to indemnify the Owner Trustee or the Indenture Trustee, as applicableunreasonably withheld. (ed) The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust EstateProperty (other than those taxes expressly excluded from the Depositor's responsibilities pursuant to the parentheticals in paragraph (a) above). Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee or and the Indenture Trustee (in such role and as successor Servicer) Collateral Agent and the termination of this Agreement and shall include reasonable fees and expenses of counsel and other reasonable expenses of litigation including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationlitigation. If the Depositor shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest. Notwithstanding anything to the contrary contained herein, the Depositor shall only be required to pay (i) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Documents from funds available pursuant to, and in accordance with, the payment priorities set forth in this Agreement and (ii) to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor in such capacity under this Agreement. (b) Agreement and shall have no other obligations or liabilities hereunder. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) Trust from and against any taxes that may at any time be asserted against any such Person the Trustee or the Trust with respect to, and as of the date of, the transfer sale of the Receivables to the Trust or the issuance and original sale of the Notes or the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege privilege, or license taxes (butbut not, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal or other Applicable Tax State income taxes, including franchise taxes measured by net income), arising out of the transactions contemplated by this Agreement and the other Transaction Documents)Agreement, and all costs and expenses in defending against such taxes. (c) the same. The Depositor shall indemnify, defend defend, and hold harmless the Trust, the Owner Trustee, its officers, directors, employees and agents or the Indenture Trustee (in such role and as successor Servicer), the Noteholders and the Certificateholders Trust from and against any loss, liability, claim, action, suit, costs liability or expense incurred by reason of (i) the Depositor’s 's willful misfeasance, bad faith faith, or gross negligence in the performance of its duties under this Agreement or any other Transaction Document to which it is a party hereunder, or by reason of a reckless disregard of its the obligations and duties under this Agreement or any other Transaction Document to which it is a party hereunder and (ii) the Depositor’s 's violation of federal or State state securities laws in connection with the registration or of the sale of the Notes. (d) The Depositor shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) and their respective officers, directors, employees and agents from and against all costs, expenses, losses, claims, actions, suits, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and in the Trust Agreement, in the case of the Owner Trustee, and in the Indenture, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability (i) shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as applicable, (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in the Trust Agreement, (iii) in the case of the Indenture Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture Trustee, as applicable. (e) The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust EstateCertificates. Indemnification under this Section 6.2 10.2 shall survive the termination of this Agreement and the resignation or removal of the Owner Trustee or the Indenture Trustee (in such role and as successor Servicer) and the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationlitigation. If the Depositor shall have made any indemnity payments to the Trust or the Trustee pursuant to this Section 6.2 10.2 and the Person to Trust or on behalf of whom such payments are made the Trustee thereafter shall collect any of such amounts from others, such Person the Trust shall promptly repay such amounts to the Depositor, without interest. Notwithstanding anything to the contrary contained herein, the Depositor shall only be required to pay (i) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Documents from funds available pursuant to, and in accordance with, the payment priorities set forth in this Agreement and (ii) to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. (b) The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the transfer of the Receivables to the Trust or the issuance and original sale of the Notes or the Certificates, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal or other Applicable Tax State income taxes arising out of the transactions contemplated by this Agreement and the other Transaction Documents), and all costs and expenses in defending against such taxes. (c) The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee, the Indenture Trustee (in such role and as successor Servicer)Trustee, the Noteholders and the Certificateholders from and against any loss, liability, claim, action, suit, costs liability or expense incurred by reason of (i) the Depositor’s 's willful misfeasance, bad faith or gross negligence in the performance of its duties under this Agreement or any other Transaction Document to which it is a party or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) the Depositor’s 's violation of federal or State state securities laws in connection with the registration or the sale of the NotesNotes or the Certificates. (d) The Depositor shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) and their respective officers, directors, employees and agents from and against all costs, expenses, losses, claims, actions, suits, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and in the Trust Agreement, in the case of the Owner Trustee, and in the Indenture, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability (i) shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as applicable, (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in the Trust Agreement, (iii) in the case of the Indenture Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture Trustee, as applicable. (e) The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee (in such role and as successor Servicer) and the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationlitigation. If the Depositor shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest. Notwithstanding anything to the contrary contained herein, the Depositor shall only be required to pay (i) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Documents from funds available pursuant to, and in accordance with, the payment priorities set forth in this Agreement and (ii) to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s 's certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “"claim” " (as defined in Section 101(5) of the Bankruptcy Code) against it.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. (b) . The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee Trustees (including in their individual capacity) and the Indenture Trustee Servicer (in such role and as successor Servicerany of their respective officers, directors, employees or agents) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the transfer of the Receivables to the Trust or transactions contemplated herein and in the issuance and original sale of the Notes or the Certificatesother Transaction Documents, including any sales, gross receipts, general corporation, tangible personal property, personal property replacement privilege or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to, and as of the date of, the transfer of Contracts to the Trust or the issuance and original sale of the Notes, or asserted with respect to ownership of the Receivables Contract Assets, or federal or other Applicable Tax State income taxes arising out of payments from Collections on the transactions contemplated by this Agreement Trust Assets) and the other Transaction Documents), and all costs and expenses in defending against such taxes. (c) the same. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee, the Indenture Trustee Trustees (including in such role and as successor Servicertheir individual capacity), the Noteholders Servicer (and any of their respective officers, directors, employees or agents) and the Certificateholders Securityholders from and against any loss, liability, claim, action, suit, costs liability or expense incurred by reason of (i) the Depositor’s 's willful misfeasance, bad faith or gross negligence (other than errors in judgment) in the performance of its duties under this Agreement or any other Transaction Document to which it is a party Agreement, or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) the Depositor’s violation of federal or State securities laws in connection with the registration or the sale of the Notes. (d) Agreement. The Depositor shall indemnify, defend and hold harmless the Owner Trustee Trust, the Trustees (including in their individual capacity), and the Indenture Trustee Servicer (in such role and as successor Servicer) and any of their respective officers, directors, employees and agents or agents) from and against all costs, expenses, losses, claims, actions, suits, damages and liabilities arising out of or incurred in connection with the acceptance or performance (or failure of performance) of the trusts and duties contained herein and in the Trust Agreementand, in the case of the Owner Trustee and the Delaware Trustee, and in the IndentureTrust Agreement and, in the case of the Indenture Trustee, in the Indenture, except to the extent that such cost, expense, loss, claim, damage or liability in the case of (i) the Owner Trustee and the Delaware Trustee shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or the Indenture Delaware Trustee, as applicable, (ii) in the case of the Owner Trustee, or shall arise from the breach by the Owner Trustee and the Delaware Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (iiiii) in the case Indenture Trustee shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture Trustee, as applicable. (e) . The Depositor shall pay indemnify, defend and hold harmless the Trustees (including in their individual capacity) from and against any and all taxes levied loss, liability or assessed upon all or any part expense incurred by reason of the Owner Trust EstateDepositor's or Trust's violation of federal or state securities laws in connection with the offering and sale of the Notes and the Certificate. Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee (in such role and as successor Servicer) and the termination of this Agreement and shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation litigation; provided, however, that the indemnification under this Section, notwithstanding anything to the contrary, is limited to the assets of the Depositor (including those incurred its rights under Article VI of the Series 2005-EF1 VFC Purchase Agreement or Article VI of the Non-VFC Purchase Agreement); provided, further, any indemnity payments to be made pursuant to this Section shall not be made from the Trust Assets (except to the extent any of the same have been distributed to the Depositor free and clear of any interest of the Trust therein and except to the extent CFUSA as co-obligor is obligated to make such payment pursuant to Article VI of the Series 2005-EF1 VFC Purchase Agreement, or Article VI of the Non-VFC Purchase Agreement), and such indemnity payments, if unpaid, shall not constitute a claim against the Trust or the Trust Assets (except in connection with any action, claim or suit brought to enforce respect of rights against CFUSA in respect of the Indenture Trustee’s right to indemnificationaforementioned Articles of the Purchase and Sale Agreements). If the Depositor (or CFUSA pursuant to the aforementioned Articles of the Purchase and Sale Agreements) shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the DepositorDepositor (or CFUSA, as applicable), without interest. Notwithstanding anything to Indemnification under this Section shall survive the contrary contained hereinresignation or removal of any of the Trustees, as the Depositor shall only be required to pay (i) any fees, expenses, indemnities or other liabilities that it case may incur under the Transaction Documents from funds available pursuant tobe, and in accordance with, the payment priorities set forth in this Agreement and (ii) to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) that would be in excess of amounts that would be necessary to pay the debt and other obligations termination of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against itTrust Agreement or this Agreement.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. (b) . The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee, the Indenture Trustee and the Indenture Trustee Servicer (in such role and as successor Servicerany of their respective officers, directors, employees or agents) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the transfer of the Receivables to the Trust or transactions contemplated herein and in the issuance and original sale of the Notes or the Certificatesother Transaction Documents, including any sales, gross receipts, general corporation, tangible personal property, personal property replacement privilege or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to, and as of the date of, the transfer of Contracts to the Trust or the issuance and original sale of Senior Certificates, or asserted with respect to ownership of the Receivables Contract Assets, or federal or other Applicable Tax State income taxes arising out of payments from Collections on the transactions contemplated by this Agreement Trust Assets) and the other Transaction Documents), and all costs and expenses in defending against such taxes. (c) the same. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee, the Indenture Trustee (in such role and as successor Servicer), the Noteholders and the Certificateholders Servicer (and any of their respective officers, directors, employees or agents) and the Securityholders from and against any loss, liability, claim, action, suit, costs liability or expense incurred by reason of (i) the Depositor’s 's willful misfeasance, bad faith or gross negligence (other than errors in judgment) in the performance of its duties under this Agreement or any other Transaction Document to which it is a party Agreement, or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) the Depositor’s violation of federal or State securities laws in connection with the registration or the sale of the Notes. (d) Agreement. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee, the Indenture Trustee and the Indenture Trustee Servicer (in such role and as successor Servicer) and any of their respective officers, directors, employees or agents) and agents any Senior Certificateholder from and against all costs, expenses, losses, claims, actions, suits, damages and liabilities arising out of or incurred in connection with the acceptance or performance (or failure of performance) of the trusts and duties contained herein and in the Trust Agreementand, in the case of the Owner Trustee, and in the IndentureTrust Agreement and, in the case of the Indenture Trustee, in the Indenture, except to the extent that such cost, expense, loss, claim, damage or liability in the case of: (i) the Owner Trustee; shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as applicable, (ii) in the case of the Owner Trustee, or shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (iiiii) in the case of the Indenture Trustee, shall arise from be due to the breach willful misfeasance, bad faith or negligence of the Indenture Trustee. The Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which the Depositor were a general partner; provided, however, that the Depositor shall not be liable for any losses incurred by the Equity Certificateholder in the capacity of an investor in the Equity Certificate or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the immediately preceding sentence for which the Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligation of the Depositor under this paragraph shall be evidenced by the Equity Certificate. The Depositor shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee of from and against any of its representations and warranties set forth in the Indenture loss, liability or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture Trustee, as applicable. (e) The Depositor shall pay any and all taxes levied or assessed upon all or any part expense incurred by reason of the Owner Trust EstateDepositor's or Trust's violation of federal or State securities laws in connection with the offering and sale of the Notes and the Certificate. Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee (in such role and as successor Servicer) and the termination of this Agreement and shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation litigation; provided, however, that the indemnification under this Section, notwithstanding anything to the contrary, is limited to the assets of the Depositor (including those incurred its rights under Article VI of the Purchase and Sale Agreement); provided, further, any indemnity payments to be made pursuant to this Section shall not be made from the Trust Assets (except to the extent any of the same have been distributed to the Depositor free and clear of any interest of the Trust therein and except to the extent [ ] as co-obligor is obligated to make such payment pursuant to Article VI of the Purchase and Sale Agreement), and such indemnity payments, if unpaid, shall not constitute a claim against the Trust or the Trust Assets (except in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationrespect of rights against [ ] in respect of such Article VI). If the Depositor (or [ ] pursuant to such Article VI) shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the DepositorDepositor (or [ ], as applicable), without interest. Notwithstanding anything to Indemnification under this Section shall survive the contrary contained hereinresignation or removal of the Owner Trustee or the Indenture Trustee, as the Depositor shall only be required to pay (i) any fees, expenses, indemnities or other liabilities that it case may incur under the Transaction Documents from funds available pursuant tobe, and in accordance with, the payment priorities set forth in termination of this Agreement and (ii) to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against itAgreement.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this the Agreement.: (bi) The Depositor shall indemnify, defend and hold harmless the TrustTrustee (which for purposes of this Section 16.2 shall include its directors, the Owner Trustee employees, officers and agents) and the Indenture Trustee (in such role and as successor Servicer) Trust from and against any taxes that may at any time be asserted against any such Person the Trustee or the Trust with respect to, and as of the date of, the transfer sale of the Receivables to the Trust Trustee or the issuance and original sale of the Notes or the Certificates, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal Federal or other Applicable Tax State income taxes arising out of the transactions contemplated by this Agreement the Agreement) and the other Transaction Documents), and all costs and expenses in defending against such taxesthe same. (cii) The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee, the Indenture Trustee (in such role which for purposes of this Section 16.2 shall include its directors, employees, officers and as successor Servicer), the Noteholders agents) and the Certificateholders Trust from and against any loss, liability, claim, action, suit, costs liability or expense incurred by reason of (ia) the Depositor’s 's willful misfeasance, bad faith or gross negligence in the performance of its duties under this Agreement or any other Transaction Document to which it is a party the Agreement, or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and the Agreement, (iib) the Depositor’s 's violation of federal Federal or State securities laws in connection with the registration or of the sale of the Notes. Certificates or (dc) The Depositor shall indemnify, defend and hold harmless any action taken by the Owner Trustee and at the Indenture Trustee (in such role and as successor Servicer) and their respective officers, directors, employees and agents from and against all costs, expenses, losses, claims, actions, suits, damages and liabilities arising out of or incurred in connection with the acceptance or performance direction of the trusts and duties contained herein and in the Trust Agreement, in the case of the Owner Trustee, and in the Indenture, in the case of the Indenture Trustee, except Servicer pursuant to the extent that such cost, expense, loss, claim, damage Section 13.1 or liability (i) shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as applicable, (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in the Trust Agreement, (iii) in the case of the Indenture Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture Trustee, as applicable. (e) The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estateotherwise. Indemnification under this Section 6.2 16.2 shall survive the termination of the Agreement and the resignation or removal of the Owner Trustee or the Indenture Trustee (in such role and as successor Servicer) and the termination of this Agreement Trustee, and shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationlitigation. If the Depositor shall have made any indemnity payments to the Trustee pursuant to this Section 6.2 16.2 and the Person to or on behalf of whom such payments are made Trustee thereafter shall collect any of such amounts from others, such Person the Trustee shall promptly repay such amounts to the Depositor, without interest. Notwithstanding anything to the contrary contained herein, the Depositor shall only be required to pay (i) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Documents from funds available pursuant to, and in accordance with, the payment priorities set forth in this Agreement and (ii) to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. (ba) The Depositor shall indemnify, defend and hold harmless the TrustIssuing Entity, the Owner Trustee Trustee, the Custodian and the Indenture Trustee (in such role and as successor Servicer) their officers, directors and agents from and against any taxes that may at any time be asserted against any such Person the Issuing Entity, the Owner Trustee, the Custodian or the Indenture Trustee or their respective officers, directors, and agents with respect to, and as of to the date of, the transfer sale of the Receivables to the Trust Issuing Entity or the issuance and original sale of the Notes or Certificate and the CertificatesNotes, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the TrustIssuing Entity, not including any taxes asserted with respect to ownership of the Receivables or federal or other Applicable Tax State income taxes arising out of the transactions contemplated by this Agreement Agreement) and the other Transaction Documents), and all costs and expenses in defending against such taxesthe same. (cb) The Depositor shall indemnify, defend and hold harmless the TrustIssuing Entity, the Owner Trustee, the Custodian and the Indenture Trustee (in such role and as successor Servicer)their officers, the Noteholders directors, and the Certificateholders agents from and against any loss, liability, claim, action, suit, costs liability or expense incurred by reason of (i) the Depositor’s 's willful misfeasance, bad faith or gross negligence in the performance of its duties under this Agreement or any other Transaction Document to which it is a party Agreement, or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) the Depositor’s 's or the Issuing Entity's violation or alleged violation of federal or State state securities laws in connection with the registration or the offering and sale of the Notes. (d) The Depositor shall indemnify, defend and hold harmless the Owner Trustee Notes and the Indenture Trustee (in such role and as successor Servicer) and their respective officers, directors, employees and agents from and against all costs, expenses, losses, claims, actions, suits, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and in the Trust Agreement, in the case of the Owner Trustee, and in the Indenture, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability (i) shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as applicable, (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in the Trust Agreement, (iii) in the case of the Indenture Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture Trustee, as applicable. (e) The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust EstateCertificate. Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee Trustee, the Custodian or the Indenture Trustee (in such role and as successor Servicer) and the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationlitigation. If the Depositor shall have made any indemnity payments pursuant to this Section 6.2 6.02 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest. Notwithstanding anything to the contrary contained herein, the Depositor shall only be required to pay (i) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Documents from funds available pursuant to, and in accordance with, the payment priorities set forth in this Agreement and (ii) to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement.: (ba) The Depositor shall indemnify, defend and hold harmless the TrustIssuing Entity, the Owner Trustee, the Indenture Trustee[,] [and] the Servicer [and the Swap Counterparty] and any of the officers, directors, employees and agents of the Issuing Entity, the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the transfer of the Receivables to the Trust or transactions contemplated herein and in the issuance and original sale of the Notes or the CertificatesBasic Documents, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the TrustIssuing Entity, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Certificates and the Notes, or asserted with respect to ownership of the Receivables Receivables, or federal or other Applicable Tax State income taxes arising out of distributions on the transactions contemplated by this Agreement Certificates or the Notes) and the other Transaction Documents), and all costs and expenses in defending against such taxesthe same. (cb) The Depositor shall indemnify, defend and hold harmless the TrustIssuing Entity, the Owner Trustee, the Indenture Trustee (in such role and as successor Servicer)Trustee, the Certificateholders[,] [and] the Noteholders [and the Certificateholders Swap Counterparty] and any of the officers, directors, employees and agents of the Issuing Entity, the Owner Trustee and the Indenture Trustee from and against any loss, liability, claim, action, suit, costs liability or reasonable and documented expense incurred by reason of (i) the Depositor’s willful misfeasance, bad faith or gross negligence (except for errors in judgment) in the performance of its duties under this Agreement or any other Transaction Document to which it is a party Agreement, or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) the Depositor’s violation of federal or State securities laws in connection with the registration or the sale of the NotesAgreement. (dc) The Depositor shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) and their respective officers, directors, employees and agents from and against all costsreasonable and documented cost and expense, expenses, and all other losses, claims, actions, suits, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and in the Trust Agreement, in the case of the Owner Trustee, and in the Indenture, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability liability: (i) in the case of the Owner Trustee, shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or or, in the case of the Indenture Trustee, as applicableshall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Indenture Trustee or (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, (iii) in the case of the Indenture Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture Trustee, as applicable. (ed) The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee (in such role and as successor Servicer) and the termination of this Agreement and the Trust Agreement and shall include reasonable and documented fees and expenses of counsel and expenses of litigation including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationlitigation. If the Depositor shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest. Notwithstanding anything to the contrary contained hereinin this Agreement or any other document, the obligations of the Depositor under this Section 6.03 and Section 7.5 of the Depositor’s Limited Liability Company Agreement are solely the company obligations of the Depositor and shall only be required to pay payable by it (ix) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Documents solely from funds distributed to it in its capacity as Certificateholder available pursuant to, and in accordance with, the payment priorities set forth in Section 5.06 of this Agreement and (iiz) only to the extent that it receives additional funds designated for such purposes or to the Depositor extent it has additional funds available (other than funds described in the preceding clause (ix)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code). In addition, no amount owing by the Depositor hereunder or under Section 7.5 of its Limited Liability Company Agreement in excess of the liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it. No recourse shall be had for the payment of any amount owing hereunder or under Section 7.5 of the Depositor’s Limited Liability Company Agreement or any other obligation of, or claim against, the Depositor, arising out of or based upon this Section 6.03 or under Section 7.5 of its Limited Liability Company Agreement against any employee, officer, agent, directed or authorized person of the Depositor; provided, however, that the foregoing shall not relieve any such person or entity of any liability they might otherwise have as a result of fraudulent actions or omissions taken by them.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement.: (ba) The Depositor shall indemnify, defend and hold harmless the TrustIssuing Entity, the Owner Trustee, the Indenture Trustee and the Servicer and any of the officers, directors, employees and agents of the Issuing Entity, the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the transfer of the Receivables to the Trust or transactions contemplated herein and in the issuance and original sale of the Notes or the CertificatesBasic Documents, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the TrustIssuing Entity, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Certificates and the Notes, or asserted with respect to ownership of the Receivables Receivables, or federal or other Applicable Tax State income taxes arising out of distributions on the transactions contemplated by this Agreement Certificates or the Notes) and the other Transaction Documents), and all costs and expenses in defending against such taxesthe same. (cb) The Depositor shall indemnify, defend and hold harmless the TrustIssuing Entity, the Owner Trustee, the Indenture Trustee (in such role Trustee, the Certificateholders and as successor Servicer), the Noteholders and any of the Certificateholders officers, directors, employees and agents of the Issuing Entity, the Owner Trustee and the Indenture Trustee from and against any loss, liability, claim, action, suit, costs liability or reasonable and documented expense incurred by reason of (i) the Depositor’s willful misfeasance, bad faith or gross negligence (except for errors in judgment) in the performance of its duties under this Agreement or any other Transaction Document to which it is a party Agreement, or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) the Depositor’s violation of federal or State securities laws in connection with the registration or the sale of the NotesAgreement. (dc) The Depositor shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) and their respective officers, directors, employees and agents from and against all costsreasonable and documented cost and expense, expenses, and all other losses, claims, actions, suits, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and in the Trust Agreement, in the case of the Owner Trustee, and in the Indenture, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability liability: (i) in the case of the Owner Trustee, shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or or, in the case of the Indenture Trustee, as applicableshall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Indenture Trustee or (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, (iii) in the case of the Indenture Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture Trustee, as applicable. (ed) The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee (in such role and as successor Servicer) and the termination of this Agreement and the Trust Agreement and shall include reasonable and documented fees and expenses of counsel and expenses of litigation including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationlitigation. If the Depositor shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest. Notwithstanding anything to the contrary contained hereinin this Agreement or any other document, the obligations of the Depositor under this Section 6.03 and Section 7.5 of the Depositor’s Limited Liability Company Agreement are solely the company obligations of the Depositor and shall only be required to pay payable by it (ix) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Documents solely from funds distributed to it in its capacity as Certificateholder available pursuant to, and in accordance with, the payment priorities set forth in Section 5.06 of this Agreement and (iiz) only to the extent that it receives additional funds designated for such purposes or to the Depositor extent it has additional funds available (other than funds described in the preceding clause (ix)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code). In addition, no amount owing by the Depositor hereunder or under Section 7.5 of its Limited Liability Company Agreement in excess of the liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it. No recourse shall be had for the payment of any amount owing hereunder or under Section 7.5 of the Depositor’s Limited Liability Company Agreement or any other obligation of, or claim against, the Depositor, arising out of or based upon this Section 6.03 or under Section 7.5 of its Limited Liability Company Agreement against any employee, officer, agent, directed or authorized person of the Depositor; provided, however, that the foregoing shall not relieve any such person or entity of any liability they might otherwise have as a result of fraudulent actions or omissions taken by them.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement.: (ba) The Depositor shall indemnify, defend and hold harmless the Issuing Entity, [the Grantor Trust, the Grantor Trust Trustee,] the Owner Trustee, the Indenture Trustee[,] [and] the Servicer [and the Swap Counterparty] and any of the officers, directors, employees and agents of the Issuing Entity, [the Grantor Trust, Grantor Trust Trustee,] the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the transfer of the Receivables to the Trust or transactions contemplated herein and in the issuance and original sale of the Notes or the CertificatesBasic Documents, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the TrustIssuing Entity, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Certificates and the Notes, or asserted with respect to ownership of the Receivables Receivables, or federal or other Applicable Tax State income taxes arising out of distributions on the transactions contemplated by this Agreement Certificates or the Notes) and the other Transaction Documents), and all costs and expenses in defending against such taxesthe same. (b) The Depositor shall indemnify, defend and hold harmless the Issuing Entity, [the Grantor Trust, the Grantor Trust Trustee,] the Owner Trustee, the Indenture Trustee, the Certificateholders[,] [and] the Noteholders [and the Swap Counterparty] and any of the officers, directors, employees and agents of the Issuing Entity, [the Grantor Trust, the Grantor Trust Trustee,] the Owner Trustee and the Indenture Trustee from and against any loss, liability or reasonable and documented expense incurred by reason of the Depositor’s willful misconduct, bad faith or negligence (except for errors in judgment) 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 Depositor shall indemnify, defend and hold harmless the TrustOwner Trustee[, the Owner Grantor Trust Trustee, the Indenture Trustee (in such role and as successor Servicer), the Noteholders and the Certificateholders from and against any loss, liability, claim, action, suit, costs or expense incurred by reason of (i) the Depositor’s willful misfeasance, bad faith or gross negligence in the performance of its duties under this Agreement or any other Transaction Document to which it is a party or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) the Depositor’s violation of federal or State securities laws in connection with the registration or the sale of the Notes. (d) The Depositor shall indemnify, defend and hold harmless the Owner Trustee ] and the Indenture Trustee (in such role and as successor Servicer) and their respective officers, directors, employees and agents from and against all costsreasonable and documented cost and expense, expenses, and all other losses, claims, actions, suits, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and in the Trust Agreement, in the case of the Owner Trustee, and Trustee[,][and] in the Indenture, in the case of the Indenture Trustee [and in the Grantor Trust Agreement, in the case of the Grantor Trust Trustee], except to the extent that such cost, expense, loss, claim, damage or liability liability: (i) in the case of the Owner Trustee, shall be due to the willful misfeasancemisconduct, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or or, in the case of the Indenture Trustee, as applicableshall be due to the willful misconduct, bad faith or negligence (except for errors in judgment) of the Indenture Trustee [or in the case of the Grantor Trust Trustee, shall be due to the willful misconduct, bad faith or negligence (except for errors in judgment) of the Grantor Trust Trustee] or (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, (iii) in the case of the Indenture Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture Trustee, as applicable. (ed) The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee Trustee[, the Grantor Trust Trustee] or the Indenture Trustee (in such role and as successor Servicer) and the termination or assignment of this Agreement[, the Grantor Trust Agreement] and the Trust Agreement and shall include reasonable and documented fees and expenses of counsel and expenses of litigation (including those without limitation, any legal fees, costs and expenses incurred in connection with any enforcement (including any action, claim claim, or suit brought to enforce brought) by an indemnified party of any indemnification or other obligation of the Indenture Trustee’s right to indemnificationDepositor). If the Depositor shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest. Notwithstanding anything to the contrary contained hereinin this Agreement or any other document, the obligations of the Depositor under this Section 6.03 and Section 7.5 of the Depositor’s Limited Liability Company Agreement are solely the company obligations of the Depositor and shall only be required to pay payable by it (ix) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Documents solely from funds distributed to it in its capacity as Certificateholder available pursuant to, and in accordance with, the payment priorities set forth in Section 5.06 of this Agreement and (iiy) only to the extent that it receives additional funds designated for such purposes or to the Depositor extent it has additional funds available (other than funds described in the preceding clause (ix)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code). In addition, no amount owing by the Depositor hereunder or under Section 7.5 of its Limited Liability Company Agreement in excess of the liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it. No recourse shall be had for the payment of any amount owing hereunder or under Section 7.5 of the Depositor’s Limited Liability Company Agreement or any other obligation of, or claim against, the Depositor, arising out of or based upon this Section 6.03 or under Section 7.5 of its Limited Liability Company Agreement against any employee, officer, agent, directed or authorized person of the Depositor; provided, however, that the foregoing shall not relieve any such person or entity of any liability they might otherwise have as a result of fraudulent actions or omissions taken by them.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. (ba) The Depositor shall indemnify, defend and hold harmless the TrustIssuing Entity, the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) their officers, directors and agents from and against any taxes that may at any time be asserted against any such Person the Issuing Entity, the Owner Trustee or the Indenture Trustee or their respective officers, directors, and agents with respect to, and as of to the date of, the transfer sale of the Receivables to the Trust Issuing Entity or the issuance and original sale of the Notes or Certificates and the CertificatesNotes, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the TrustIssuing Entity, not including any taxes asserted with respect to ownership of the Receivables or federal or other Applicable Tax State income taxes arising out of the transactions contemplated by this Agreement Agreement) and the other Transaction Documents), and all costs and expenses in defending against such taxesthe same. (cb) The Depositor shall indemnify, defend and hold harmless the TrustIssuing Entity, the Owner Trustee, Trustee and the Indenture Trustee (in such role and as successor Servicer)their officers, the Noteholders directors, and the Certificateholders agents from and against any loss, liability, claim, action, suit, costs liability or expense incurred by reason of (i) the Depositor’s 's willful misfeasance, bad faith or gross negligence in the performance of its duties under this Agreement or any other Transaction Document to which it is a party Agreement, or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) the Depositor’s 's or the Issuing Entity's violation or alleged violation of federal or State state securities laws in connection with the registration or the offering and sale of the Notes. (d) The Depositor shall indemnify, defend and hold harmless the Owner Trustee Notes and the Indenture Trustee (in such role and as successor Servicer) and their respective officers, directors, employees and agents from and against all costs, expenses, losses, claims, actions, suits, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and in the Trust Agreement, in the case of the Owner Trustee, and in the Indenture, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability (i) shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as applicable, (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in the Trust Agreement, (iii) in the case of the Indenture Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture Trustee, as applicable. (e) The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust EstateCertificate. Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee (in such role and as successor Servicer) and the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationlitigation. If the Depositor shall have made any indemnity payments pursuant to this Section 6.2 6.02 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest. Notwithstanding anything to the contrary contained herein, the Depositor shall only be required to pay (i) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Documents from funds available pursuant to, and in accordance with, the payment priorities set forth in this Agreement and (ii) to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. (bi) The Depositor shall indemnify, defend defend, and hold harmless the TrustIndenture Trustee, the Agent, the Noteholders, the Servicer, the Backup Servicer, the Owner Trustee (as such and in its individual capacity) and the Indenture Trustee (in such role and as successor Servicer) Issuer from and against any taxes (other than income or capital gains taxes related to the sale of the Notes) that may at any time be asserted against any such Person the Indenture Trustee or the Issuer with respect to, as of the Closing Date (with respect to the Initial Receivables) and as of the date ofrelated Funding Date (with respect to the Subsequent Receivables), the transfer sale of the related Receivables to the Trust Issuer or the issuance and original sale of the Notes or asserted with respect to ownership of the CertificatesReceivables, including any sales, gross receipts, general corporation, tangible personal property, privilege privilege, or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal or other Applicable Tax State income taxes arising out of the transactions contemplated by this Agreement and the other Transaction Documents), and all costs and expenses in defending against such taxesthe same. (cii) The Depositor shall indemnify, defend defend, and hold harmless the TrustIndenture Trustee, the Agent, the Noteholders, the Servicer, the Backup Servicer, the Owner Trustee, the Indenture Trustee (as such and in such role and as successor Servicer), the Noteholders its individual capacity) and the Certificateholders Issuer and their respective officers, directors, employees and agents, from and against any loss, liability, claim, action, suit, costs or expense incurred by reason of (i) the Depositor’s 's bad faith, willful misfeasance, bad faith misconduct or gross negligence in the performance of its duties under this Agreement or any other Transaction Document to which it is a party party, or by reason of a reckless disregard of its the Depositor's obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) party, or the Depositor’s 's violation of federal or State securities laws in connection with the registration or the initial sale of the Notes. (diii) The Depositor shall indemnify, defend defend, and hold harmless the Indenture Trustee, the Agent, the Noteholders, the Servicer, the Backup Servicer, the Owner Trustee (as such and in its individual capacity) and the Indenture Trustee (in such role and as successor Servicer) Issuer and their respective officers, directors, employees and agents agents, from and against all costsany loss, expensesliability, losses, claims, actions, suits, damages and liabilities or expense incurred as a result of third party claims arising out of the events or incurred in connection with the acceptance or performance facts giving rise to a breach of the trusts covenants or representations and duties contained herein warranties of the Depositor set forth in Article V hereof and in Section 3.02 hereof. Indemnification under this Section 5.09 shall survive the Trust Agreementtermination of this Agreement (or, in the case of the Owner Trustee, and in the Indenture, in the case indemnification of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability (i) shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or the Indenture TrusteeBackup Servicer, as applicable, (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in the Trust Agreement, (iii) in the case of the Indenture Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture Trustee, as applicable. (e) The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Indenture Trustee or the Indenture Trustee (in such role and as successor Backup Servicer, respectively) and the termination of this Agreement and shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationlitigation. If the Depositor shall have made any indemnity payments payment to the Indenture Trustee, the Agent, the Noteholders, the Servicer, the Backup Servicer, the Owner Trustee (as such or in its individual capacity) or the Issuer pursuant to this Section 6.2 and the any such Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, then such Person shall promptly repay such amounts to the Depositor, without interest. If the Depositor fails to indemnify any applicable Person pursuant to this Section 5.09, then such Person shall notify the Contributor of such failure and the Contributor shall pay the amount of such indemnification to the applicable Person within two (2) Business Days of receipt of such notice. Notwithstanding anything to the contrary contained hereinin this Agreement, the obligations of the Depositor under this Section 5.09 are solely the corporate obligations of the Depositor, and shall be payable by the Depositor, as provided in this Section 5.09. The Depositor shall only be required to pay (ia) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Documents from funds available pursuant to, and in accordance with, the payment priorities set forth in this Agreement and (ii) Section 5.09 to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor incurred in accordance with the Depositor’s 's certificate of formationincorporation and all financing documents to which the Depositor is a party and (b) any expenses, operating agreement indemnities or other liabilities that it may incur under this Section 5.09 only to the extent it receives funds designated for such purposes or to the extent it has funds available that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor incurred in accordance with the Depositor's certificate of incorporation and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of the liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “"claim” " (as defined in Section 101(5) of the Bankruptcy Code) against it. No recourse shall be had for the payment of any amount owing hereunder or for the payment of any fee hereunder or any other obligation of, or claim against, the Depositor arising out of or based upon this Section 5.09, against any stockholder, employee, officer, agent, director or authorized person of the Depositor or of any Affiliate thereof (other than with respect to any obligation of the Contributor as set forth in the last sentence of the foregoing paragraph); provided, however, that the foregoing shall not relieve any such Person or entity of any liability they might otherwise have as a result of fraudulent actions or willful misconduct or omissions taken by them.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor in such capacity under this Agreement. (b) Agreement and shall have no other obligations or liabilities hereunder. The Depositor shall indemnify, defend and hold harmless the TrustIssuer, the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the transfer sale of the Receivables to the Trust Issuer or the issuance and original sale of the Notes or and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege privilege, or license taxes (but, in the case of the Trust, but not including any taxes asserted with respect to ownership of the Receivables or federal or other Applicable Tax State income taxes, including franchise taxes measured by net income), arising out of the transactions contemplated by this Agreement and the other Transaction Basic Documents), and all costs and expenses in defending against such taxes. (c) the same. The Depositor shall indemnify, defend defend, and hold harmless the TrustIssuer, the Owner Trustee, Trustee and the Indenture Trustee (in such role and as successor Servicer), the Noteholders and the Certificateholders from and against any loss, liability, claim, action, suit, costs liability or expense incurred by reason of (i) the Depositor’s willful misfeasance, bad faith faith, or gross negligence in the performance of its duties under this Agreement or any other Transaction Document to which it is a party hereunder, or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party hereunder and (ii) the Depositor’s violation of federal or State state securities laws in connection with the registration or of the sale of the Notes. (d) The Depositor shall indemnify, defend and hold harmless the Owner Trustee Notes and the Indenture Trustee (in such role and as successor Servicer) and their respective officers, directors, employees and agents from and against all costs, expenses, losses, claims, actions, suits, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and in the Trust Agreement, in the case of the Owner Trustee, and in the Indenture, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability (i) shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as applicable, (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in the Trust Agreement, (iii) in the case of the Indenture Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture Trustee, as applicable. (e) The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust EstateCertificates. Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee (in such role and as successor Servicer) and the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationlitigation. If the Depositor shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made recipient thereafter shall collect collects any of such amounts from others, such Person the recipient shall promptly repay such amounts to the Depositor, without interest. Notwithstanding anything to the contrary contained herein, the Depositor shall only be required to pay (i) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Documents from funds available pursuant to, and in accordance with, the payment priorities set forth in this Agreement and (ii) to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. (b) The Depositor shall indemnify, defend and hold harmless the TrustIssuer, the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the transfer of the Receivables to the Trust or transactions contemplated by the issuance and original sale of the Notes or the CertificatesBasic Documents, including any sales, gross receipts, gross margin, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Trust, but not including any taxes asserted with respect to ownership to, and as of the date of the sale of the Receivables to the Issuer or the issuance and original sale of the Securities, or federal or other Applicable Tax State income taxes arising out of distributions on the transactions contemplated by this Agreement and the other Transaction DocumentsSecurities), and all costs and expenses in defending against such taxes. (c) The Depositor shall indemnify, defend and hold harmless the TrustIssuer, the Owner Trustee, the Indenture Trustee (in such role and as successor Servicer), the Noteholders Trustees and the Certificateholders Securityholders from and against any loss, liability, claim, action, suit, costs damage or expense incurred by reason of (i) the Depositor’s 's willful misfeasance, bad faith or gross negligence (other than errors in judgment) in the performance of its duties under this Agreement or any other Transaction Basic Document to which it is a party party, or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Basic Document to which it is a party and (ii) the Depositor’s violation of federal or State securities laws in connection with the registration or the sale of the Notesparty. (d) The Depositor shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) and their respective officers, directors, employees and agents Trustees from and against all costslosses, expenses, lossesliabilities, claims, actions, suits, damages and liabilities or expenses arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and herein, in the Trust Agreement, Agreement (in the case of the Owner Trustee, ) and in the Indenture, Indenture (in the case of the Indenture Trustee), except to the extent that such costloss, expense, lossliability, claim, damage or liability expense (i) shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as applicable, (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in the Trust Agreement, (iii) in the case of the Indenture Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or shall arise out of or be incurred in connection with the performance by the Indenture Trustee of duties of a Successor Master Servicer hereunder, (iv) shall be one as to which the Master Servicer is required to indemnify the Owner Trustee or the Indenture Trustee, as the case may be, or (v) relates to any tax other than the taxes with respect to which either the Depositor or the Master Servicer shall be required to indemnify the Owner Trustee or the Indenture Trustee, as applicablethe case may be. (e) The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. Property. (f) Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee (in such role and Trustee, as successor Servicer) the case may be, and the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationlitigation. If the Depositor shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest. Notwithstanding anything to the contrary contained herein, the Depositor shall only be required to pay (i) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Basic Documents from funds available pursuant to, and in accordance with, the payment priorities set forth in this Agreement and the other Basic Documents and (ii) to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s 's certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “"claim” " (as defined in Section 101(5) of the Bankruptcy Code) against it.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement.: (ba) The Depositor shall indemnify, defend and hold harmless the TrustIssuing Entity, the Owner Trustee, the Indenture Trustee, the Servicer and the Swap Counterparty and any of the officers, directors, employees and agents of the Issuing Entity, the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the transfer of the Receivables to the Trust or transactions contemplated herein and in the issuance and original sale of the Notes or the CertificatesBasic Documents, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the TrustIssuing Entity, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Certificates and the Notes, or asserted with respect to ownership of the Receivables Receivables, or federal or other Applicable Tax State income taxes arising out of distributions on the transactions contemplated by this Agreement Certificates or the Notes) and the other Transaction Documents), and all costs and expenses in defending against such taxesthe same. (cb) The Depositor shall indemnify, defend and hold harmless the TrustIssuing Entity, the Owner Trustee, the Indenture Trustee (in such role and as successor Servicer)Trustee, the Certificateholders, the Noteholders and the Certificateholders Swap Counterparty and any of the officers, directors, employees and agents of the Issuing Entity, the Owner Trustee and the Indenture Trustee from and against any loss, liability, claim, action, suit, costs liability or reasonable and documented expense incurred by reason of (i) the Depositor’s willful misfeasance, bad faith or gross negligence (except for errors in judgment) in the performance of its duties under this Agreement or any other Transaction Document to which it is a party Agreement, or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) the Depositor’s violation of federal or State securities laws in connection with the registration or the sale of the NotesAgreement. (dc) The Depositor shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) and their respective officers, directors, employees and agents from and against all costsreasonable and documented cost and expense, expenses, and all other losses, claims, actions, suits, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and in the Trust Agreement, in the case of the Owner Trustee, and in the Indenture, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability liability: (i) in the case of the Owner Trustee, shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or or, in the case of the Indenture Trustee, as applicableshall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Indenture Trustee or (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, (iii) in the case of the Indenture Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture Trustee, as applicable. (ed) The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee (in such role and as successor Servicer) and the termination of this Agreement and shall include reasonable and documented fees and expenses of counsel and expenses of litigation including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationlitigation. If the Depositor shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest. Notwithstanding anything to the contrary contained hereinin this Agreement or any other document, the obligations of the Depositor under this Section 6.03 and Section 7.5 of the Depositor’s Limited Liability Company Agreement are solely the company obligations of the Depositor and shall only be required to pay payable by it (ix) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Documents solely from funds distributed to it in its capacity as Certificateholder available pursuant to, and in accordance with, the payment priorities set forth in Section 5.06 of this Agreement and (iiz) only to the extent that it receives additional funds designated for such purposes or to the Depositor extent it has additional funds available (other than funds described in the preceding clause (ix)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code). In addition, no amount owing by the Depositor hereunder or under Section 7.5 of its Limited Liability Company Agreement in excess of the liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it. No recourse shall be had for the payment of any amount owing hereunder or under Section 7.5 of the Depositor’s Limited Liability Company Agreement or any other obligation of, or claim against, the Depositor, arising out of or based upon this Section 6.03 or under Section 7.5 of its Limited Liability Company Agreement against any employee, officer, agent, directed or authorized person of the Depositor; provided, however, that the foregoing shall not relieve any such person or entity of any liability they might otherwise have as a result of fraudulent actions or omissions taken by them.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. (b) The Notwithstanding any other provision in any Transaction Document, the Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee in its individual capacity and the Indenture Trustee (in such role and as successor Servicer) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the transfer of the Receivables Contracts and Additional Contracts to the Trust or the issuance and original sale of the Notes or the CertificatesNotes, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables Contracts and Additional Contracts or federal or other Applicable Tax State income taxes arising out of the transactions contemplated by this Agreement and the other Transaction Documents), and all costs and expenses in defending against such taxes. (c) The Notwithstanding any other provision in any Transaction Document, the Depositor shall indemnify, defend and hold harmless the Trust, the Owner TrusteeTrustee in its individual capacity, the Indenture Trustee (in such role and as successor Servicer), the Noteholders and the Certificateholders from and against any loss, liability, claim, action, suit, costs liability or expense incurred by reason of (i) the Depositor’s willful misfeasance, bad faith or gross negligence in the performance of its duties under this Agreement or any other Transaction Document to which it is a party or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) the Depositor’s violation of federal or State state securities laws in connection with the registration or the sale of the NotesNotes and (iii) any action taken, or failed to be taken, by the Depositor in respect of any portion of the Trust Property. (d) The Notwithstanding any other provision in any Transaction Document, the Depositor shall indemnify, defend and hold harmless the Owner Trustee in its individual capacity and the Indenture Trustee (in such role and as successor Servicer) and their respective officers, directors, employees and agents from and against all costs, expenses, unpaid fees, losses, claims, actions, suits, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and in the Trust Agreement, in the case of the Owner Trustee, and in the Indenture, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability (i) shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as applicable, (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties in its individual capacity set forth in the Trust Agreement, (iii) in the case of the Indenture Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture Trustee, as applicable. (e) The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. Indemnification under this Section 6.2 4.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee (in such role and as successor Servicer) and the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationlitigation. If the Depositor shall have made any indemnity payments pursuant to this Section 6.2 4.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest. Notwithstanding anything to the contrary contained herein, the Depositor shall only be required to pay (i) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Documents from funds available pursuant to, and in accordance with, the payment priorities set forth in this Agreement and (ii) to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. Notwithstanding anything set forth in this Section 6.3, the Depositor shall only be required to indemnify the parties listed below to the extent of any Available Funds remaining following distributions made pursuant to clauses (i) through (xi) of Section 5.6(a) (the “Depositor Indemnification Cap”); provided, however, that if the aggregate amount of indemnification for which the Depositor would otherwise be required to indemnify the parties listed below pursuant to this Section 6.3 exceeds the Depositor Indemnification Cap, the Servicer shall indemnify the parties listed below for the difference. In addition, the indemnification provided herein shall not constitute a claim (as defined in Section 101(5) of the Code) and recourse against the Depositor. (ba) The Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trust, the Owner Letter of Credit Provider, the Indenture Trustee and the Indenture Trustee (in such role and as successor Servicer) Collateral Agent from and against any taxes that may at any time be asserted against any such Person with respect to, to the transactions contemplated in this Agreement and as any of the date of, Basic Documents (except any income taxes arising out of fees paid to any of them and except any taxes to which the transfer of the Receivables to the Trust Owner Trustee or the issuance and original sale of the Notes or the CertificatesIndenture Trustee may otherwise be subject to), including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the TrustIssuer, not including any taxes asserted with respect to ownership of the Receivables or to, federal or other Applicable Tax State income taxes arising out of distributions on the transactions contemplated by this Agreement Certificates and the other Transaction Documents), Notes) and all costs and expenses in defending against such taxesthe same. (cb) The Depositor shall indemnify, defend and hold harmless the TrustIssuer, the Owner Trustee, the Indenture Trustee (in such role and as successor Servicer)Trustee, the Noteholders Letter of Credit Provider, the Indenture Collateral Agent, and the Certificateholders Noteholders from and against any loss, liability, claim, action, suit, costs liability or expense incurred by reason of (i) the Depositor’s willful misfeasance, bad faith or gross negligence in the performance of its duties under this Agreement or any the other Transaction Document to which it is a party Basic Documents, or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) the Depositor’s or the Issuer’s violation of federal Federal or State state securities laws in connection with the registration or the offering and sale of the Notes. (dc) The Depositor shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) and their respective its officers, directors, employees and agents from and against any and all costs, expenses, losses, claims, actions, suits, damages and liabilities arising out of of, or incurred in connection with the acceptance or performance of the trusts and duties contained set forth herein and in the Trust Agreement, in the case of the Owner Trustee, and in the Indenture, in the case of the Indenture Trustee, Basic Documents except to the extent that such cost, expense, loss, claim, damage or liability (i) shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as applicable, (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in the Trust Agreement, (iii) in the case of the Indenture Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture Trustee, as applicable. (e) The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee Trustee, the Indenture Trustee, the Letter of Credit Provider or the Indenture Trustee (in such role and as successor Servicer) Collateral Agent and the termination of this Agreement Agreement, the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationlitigation. If the Depositor shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest. Notwithstanding anything to the contrary contained herein, the Depositor shall only be required to pay (i) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Documents from funds available pursuant to, and in accordance with, the payment priorities set forth in this Agreement and (ii) to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. (b) The Depositor shall indemnify, defend and hold harmless the TrustIssuer, the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the transfer of the Receivables to the Trust or transactions contemplated by the issuance and original sale of the Notes or the CertificatesBasic Documents, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Trust, but not including any taxes asserted with respect to, and as of the date of the sale of the Receivables to the Issuer or the issuance and original sale of the Securities, or asserted with respect to ownership of the Receivables or federal or other Applicable Tax State income taxes arising out of distributions on the transactions contemplated by this Agreement and the other Transaction DocumentsSecurities), and all costs and expenses in defending against such taxes. (c) The Depositor shall indemnify, defend and hold harmless the TrustIssuer, the Owner Trustee, the Indenture Trustee (in such role and as successor Servicer), the Noteholders Trustees and the Certificateholders Securityholders from and against any loss, liability, claim, action, suit, costs damage or expense incurred by reason of (i) the Depositor’s 's willful misfeasance, bad faith or gross negligence (other than errors in judgment) in the performance of its duties under this Agreement or any other Transaction Basic Document to which it is a party party, or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Basic Document to which it is a party and (ii) the Depositor’s violation of federal or State securities laws in connection with the registration or the sale of the Notesparty. (d) The Depositor shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) and their respective officers, directors, employees and agents Trustees from and against all costslosses, expenses, lossesliabilities, claims, actions, suits, damages and liabilities or expenses arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and herein, in the Trust Agreement, Agreement (in the case of the Owner Trustee, ) and in the Indenture, Indenture (in the case of the Indenture Trustee), except to the extent that such costloss, expense, lossliability, claim, damage or liability expense (i) shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as applicable, (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in the Trust Agreement, (iii) in the case of the Indenture Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or shall arise out of or be incurred in connection with the performance by the Indenture Trustee of duties of a Successor Servicer hereunder, (iv) shall be one as to which the Servicer is required to indemnify the Owner Trustee or the Indenture Trustee, as the case may be, or (v) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture Trustee, as applicablethe case may be. (e) The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. Property. (f) Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee (in such role and Trustee, as successor Servicer) the case may be, and the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationlitigation. If the Depositor shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest. Notwithstanding anything to the contrary contained herein, the Depositor shall only be required to pay (i) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Basic Documents from funds available pursuant to, and in accordance with, the payment priorities set forth in this Agreement and the other Basic Documents and (ii) to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s 's certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “"claim” " (as defined in Section 101(5) of the Bankruptcy Code) against it.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. (b) . The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee Trustees (including in their individual capacities) and the Indenture Trustee Servicer (in such role and as successor Servicerany of their respective officers, directors, employees or agents) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the transfer of the Receivables to the Trust or transactions contemplated herein and in the issuance and original sale of the Notes or the Certificatesother Transaction Documents, including any sales, gross receipts, general corporation, tangible personal property, personal property replacement privilege or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to, and as of the date of, the transfer of Contracts to the Trust or the issuance and original sale of the Notes, or asserted with respect to ownership of the Receivables Contract Assets, or federal or other Applicable Tax State income taxes arising out of payments from Collections on the transactions contemplated by this Agreement Trust Assets) and the other Transaction Documents), and all costs and expenses in defending against such taxes. (c) the same. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee, the Indenture Trustee Trustees (including in such role and as successor Servicertheir individual capacities), the Noteholders Servicer (and any of their respective officers, directors, employees or agents) and the Certificateholders Securityholders from and against any loss, liability, claim, action, suit, costs liability or expense incurred by reason of (i) the Depositor’s willful misfeasance, bad faith or gross negligence (other than errors in judgment) in the performance of its duties under this Agreement or any other Transaction Document to which it is a party Agreement, or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) the Depositor’s violation of federal or State securities laws in connection with the registration or the sale of the Notes. (d) Agreement. The Depositor shall indemnify, defend and hold harmless the Owner Trustee Trust, the Trustees (including in their individual capacities), and the Indenture Trustee Servicer (in such role and as successor Servicer) and any of their respective officers, directors, employees and agents or agents) from and against all costs, expenses, losses, claims, actions, suits, damages and liabilities arising out of or incurred in connection with the acceptance or performance (or failure of performance) of the trusts and duties contained herein and in the Trust Agreementand, in the case of the Owner Trustee, and in the IndentureTrust Agreement and, in the case of the Indenture Trustee, in the Indenture, except to the extent that such cost, expense, loss, claim, damage or liability in the case of (i) the Owner Trustee shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as applicable, (ii) in the case of the Owner Trustee, or shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (iiiii) in the case Indenture Trustee shall be due to the willful misconduct or negligence of the Indenture Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture Trustee, as applicable. (e) . The Depositor shall pay indemnify, defend and hold harmless the Trustees (including in their individual capacities) from and against any and all taxes levied loss, liability or assessed upon all or any part expense incurred by reason of the Owner Trust EstateDepositor’s or Trust’s violation of federal or state securities laws in connection with the offering and sale of the Notes and the Certificate. Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee (in such role and as successor Servicer) and the termination of this Agreement and shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation litigation; provided, however, that the indemnification under this Section, notwithstanding anything to the contrary, is limited to the assets of the Depositor (including those incurred its rights under Article VI of the Series 2006-VT1 VFC Purchase Agreement or Article VI of the Non-VFC Purchase Agreement); provided, further, any indemnity payments to be made pursuant to this Section shall not be made from the Trust Assets (except to the extent any of the same have been distributed to the Depositor free and clear of any interest of the Trust therein and except to the extent CFUSA as co-obligor is obligated to make such payment pursuant to Article VI of the Series 2006-VT1 VFC Purchase Agreement, or Article VI of the Non-VFC Purchase Agreement), and such indemnity payments, if unpaid, shall not constitute a claim against the Trust or the Trust Assets (except in connection with any action, claim or suit brought to enforce respect of rights against CFUSA in respect of the Indenture Trustee’s right to indemnificationaforementioned Articles of the Purchase and Sale Agreements). If the Depositor (or CFUSA pursuant to the aforementioned Articles of the Purchase and Sale Agreements) shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the DepositorDepositor (or CFUSA, as applicable), without interest. Notwithstanding anything to Indemnification under this Section shall survive the contrary contained hereinresignation or removal of any of the Trustees, as the Depositor shall only be required to pay (i) any fees, expenses, indemnities or other liabilities that it case may incur under the Transaction Documents from funds available pursuant tobe, and in accordance with, the payment priorities set forth in this Agreement and (ii) to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) that would be in excess of amounts that would be necessary to pay the debt and other obligations termination of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against itTrust Agreement or this Agreement.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. (b) . The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee and (including in its individual capacity), the Indenture Trustee (including in such role its individual capacity) and as successor Servicerthe Servicer (and any of their respective officers, directors, employees or agents) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the transfer of the Receivables to the Trust or transactions contemplated herein and in the issuance and original sale of the Notes or the Certificatesother Transaction Documents, including any sales, gross receipts, general corporation, tangible personal property, personal property replacement privilege or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to, and as of the date of, the transfer of Contracts to the Trust or the issuance and original sale of the Notes, or asserted with respect to ownership of the Receivables Contract Assets, or federal or other Applicable Tax State income taxes arising out of payments from Collections on the transactions contemplated by this Agreement Trust Assets) and the other Transaction Documents), and all costs and expenses in defending against such taxes. (c) the same. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner TrusteeTrustee (including in its individual capacity), the Indenture Trustee (including in such role and as successor Servicer), the Noteholders its individual capacity) and the Certificateholders Servicer (and any of their respective officers, directors, employees or agents) and the Securityholders from and against any loss, liability, claim, action, suit, costs liability or expense incurred by reason of (i) the Depositor’s 's willful misfeasance, bad faith or gross negligence (other than errors in judgment) in the performance of its duties under this Agreement or any other Transaction Document to which it is a party Agreement, or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) the Depositor’s violation of federal or State securities laws in connection with the registration or the sale of the Notes. (d) Agreement. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee and (including in its individual capacity), the Indenture Trustee (including in such role and as successor Servicerits individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) and agents any Noteholders from and against all costs, expenses, losses, claims, actions, suits, damages and liabilities arising out of or incurred in connection with the acceptance or performance (or failure of performance) of the trusts and duties contained herein and in the Trust Agreementand, in the case of the Owner Trustee, and in the IndentureTrust Agreement and, in the case of the Indenture Trustee, in the Indenture, except to the extent that such cost, expense, loss, claim, damage or liability in the case of (i) the Owner Trustee shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as applicable, (ii) in the case of the Owner Trustee, respectively, or shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (iiiii) in the case Indenture Trustee shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. The Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which the Depositor were a general partner; provided, however, that the Depositor shall arise from not be liable for any losses incurred by the breach Equity Certificateholder in the capacity of an investor in the Equity Certificate or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the immediately preceding sentence for which the Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligation of the Depositor under this paragraph shall be evidenced by the Equity Certificate. The Depositor shall indemnify, defend and hold harmless the Owner Trustee (including in its individual capacity) and the Indenture Trustee of (including in its individual capacity) from and against any of its representations and warranties set forth in the Indenture loss, liability or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture Trustee, as applicable. (e) The Depositor shall pay any and all taxes levied or assessed upon all or any part expense incurred by reason of the Owner Trust EstateDepositor's or Trust's violation of federal or state securities laws in connection with the offering and sale of the Notes and the Certificate. Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee (in such role and as successor Servicer) and the termination of this Agreement and shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation litigation; provided, however, that the indemnification under this Section, notwithstanding anything to the contrary, is limited to the assets of the Depositor (including those incurred its rights under Article VI of the Substitute VFC Purchase Agreement; Article VI of the Non-VFC Purchase Agreement or Article VI of the VFC Purchase Agreement); provided, further, any indemnity payments to be made pursuant to this Section shall not be made from the Trust Assets (except to the extent any of the same have been distributed to the Depositor free and clear of any interest of the Trust therein and except to the extent CFUSA as co-obligor is obligated to make such payment pursuant to Article VI of the Substitute VFC Purchase Agreement; Article VI of the Non-VFC Purchase Agreement or Article VI of the VFC Purchase Agreement), and such indemnity payments, if unpaid, shall not constitute a claim against the Trust or the Trust Assets (except in connection with any action, claim or suit brought to enforce respect of rights against CFUSA in respect of the Indenture Trustee’s right to indemnificationaforementioned Articles of the Purchase and Sale Agreements). If the Depositor (or CFUSA pursuant to the aforementioned Articles of the Purchase and Sale Agreements) shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the DepositorDepositor (or CFUSA, as applicable), without interest. Notwithstanding anything to Indemnification under this Section shall survive the contrary contained hereinresignation or removal of the Owner Trustee or the Indenture Trustee, as the Depositor shall only be required to pay (i) any fees, expenses, indemnities or other liabilities that it case may incur under the Transaction Documents from funds available pursuant tobe, and in accordance with, the payment priorities set forth in this Agreement and (ii) to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) that would be in excess of amounts that would be necessary to pay the debt and other obligations termination of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against itTrust Agreement or this Agreement.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. (b) The Depositor shall indemnify, defend and hold harmless [the Backup Servicer,] the Trust, the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the transfer of the Receivables to the Trust or the issuance and original sale of the Notes or the Certificates, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal or other Applicable Tax State income taxes arising out of the transactions contemplated by this Agreement and the other Transaction Documents), and all costs and expenses in defending against such taxes. (c) The Depositor shall indemnify, defend and hold harmless [the Backup Servicer,] the Trust, the Owner Trustee, the Indenture Trustee (in such role and as successor Servicer)Trustee, [the Swap Counterparty,] the Noteholders and the Certificateholders from and against any loss, liability, claim, action, suit, costs liability or expense incurred by reason of (i) the Depositor’s willful misfeasance, bad faith or gross negligence in the performance of its duties under this Agreement or any other Transaction Document to which it is a party or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) the Depositor’s violation of federal or State securities laws in connection with the registration or the sale of the Notes. (d) The Depositor shall indemnify, defend and hold harmless [the Backup Servicer,] the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) and their respective officers, directors, employees and agents from and against all costs, expenses, losses, claims, actions, suits, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and in the Trust Agreement, in the case of the Owner Trustee, and in the Indenture, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability (i) shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of [the Backup Servicer,] the Owner Trustee or the Indenture Trustee, as applicable, (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in the Trust Agreement, (iii) in the case of the Indenture Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify [the Backup Servicer,] the Owner Trustee or the Indenture Trustee, as applicable. (e) The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. Indemnification under this Section 6.2 shall survive the resignation or removal of [the Backup Servicer,] the Owner Trustee or the Indenture Trustee (in such role and as successor Servicer) and the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationlitigation. If the Depositor shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest. Notwithstanding anything to the contrary contained herein, the Depositor shall only be required to pay (i) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Documents from funds available pursuant to, and in accordance with, the payment priorities set forth in this Agreement and (ii) to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement and the representations made by the Depositor in this Agreement. (ba) The Depositor shall indemnify, defend and hold harmless the TrustIssuing Entity, the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) their respective officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to, to the transactions contemplated in this Agreement and as any of the date of, the transfer Basic Documents (except any income taxes arising out of the Receivables fees paid to the Trust Owner Trustee or the issuance Trustee and original sale of except any taxes to which the Notes Owner Trustee or the CertificatesTrustee may otherwise be subject to), including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the TrustIssuing Entity, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Notes, or asserted with respect to ownership of the Receivables or federal Federal or other Applicable Tax State income taxes arising out of distributions on the transactions contemplated by this Agreement Certificates and the other Transaction Documents), Notes) and all reasonable costs and expenses in defending against such taxesthe same or in connection with any application relating to the Notes or Certificates under any state securities laws. (cb) The Depositor shall indemnify, defend and hold harmless the TrustIssuing Entity, the Owner Trustee, the Indenture Trustee (in such role Trustee, the Certificateholders and as successor Servicer), the Noteholders and the Certificateholders officers, directors, employees and agents of the Issuing Entity, the Owner Trustee and the Trustee from and against any lossand all costs, liabilityexpenses, claimlosses, actionclaims, suitdamages and liabilities to the extent arising out of, costs or expense incurred by reason of imposed upon such Person through (i) the Depositor’s willful misfeasance, bad faith or gross negligence in the performance of its duties under this Agreement or any other Transaction Document to which it is a party Agreement, or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) the Depositor’s or the Issuing Entity’s violation of federal or State state securities laws in connection with the registration or the offering and sale of the NotesNotes or in connection with any application relating to the Notes under any state securities laws. (dc) The Depositor shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) and their respective its officers, directors, employees and agents from and against any and all costs, expenses, losses, claims, actions, suits, damages and liabilities and reasonable costs and expenses arising out of of, or incurred in connection with with, this Agreement or any of the Basic Documents, the Owner Trust Estate, the acceptance or performance of the trusts and duties contained set forth herein and in the Trust Agreement, in Agreement or the case action or the inaction of the Owner Trustee, Trustee hereunder and in under the Indenture, in the case of the Indenture TrusteeTrust Agreement, except to the extent that such cost, expense, loss, claim, damage or liability liability: (i) shall be due to the failure of the Owner Trustee to perform in accordance with the Trust Agreement or the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as applicable, (ii) in the case of the Owner Trustee, or (ii) shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement, (iii) in . Such liability and indemnification shall survive the case termination of the Indenture Trustee, shall arise from Trust. In the breach by the Indenture Trustee event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Owner Trustee’s choice of its representations and warranties set forth in the Indenture or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer legal counsel shall be required subject to indemnify the Owner Trustee or approval of the Indenture TrusteeDepositor, as applicablewhich approval shall not be unreasonably withheld. (ed) The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust EstateEstate (other than those taxes expressly excluded from the Depositor’s responsibilities pursuant to the parentheticals in paragraph (a) above). Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee (in such role and as successor Servicer) and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other reasonable expenses of litigation including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationlitigation. If the Depositor shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest. Notwithstanding anything to the contrary contained herein, the Depositor shall only be required to pay (i) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Documents from funds available pursuant to, and in accordance with, the payment priorities set forth in this Agreement and (ii) to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. (b) . The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee, the Indenture Trustee and the Indenture Trustee Servicer (in such role and as successor Servicerany of their respective officers, directors, employees or agents) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the transfer of the Receivables to the Trust or transactions contemplated herein and in the issuance and original sale of the Notes or the Certificatesother Transaction Documents, including any sales, gross receipts, general corporation, tangible personal property, personal property replacement privilege or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to, and as of the date of, the transfer of Contracts to the Trust or the issuance and original sale of Senior Certificates, or asserted with respect to ownership of the Receivables Contract Assets, or federal or other Applicable Tax State income taxes arising out of payments from Collections on the transactions contemplated by this Agreement Trust Assets) and the other Transaction Documents), and all costs and expenses in defending against such taxes. (c) the same. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee, the Indenture Trustee (in such role and as successor Servicer), the Noteholders and the Certificateholders Servicer (and any of their respective officers, directors, employees or agents) and the Securityholders from and against any loss, liability, claim, action, suit, costs liability or expense incurred by reason of (i) the Depositor’s 's willful misfeasance, bad faith or gross negligence (other than errors in judgment) in the performance of its duties under this Agreement or any other Transaction Document to which it is a party Agreement, or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) the Depositor’s violation of federal or State securities laws in connection with the registration or the sale of the Notes. (d) Agreement. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee, the Indenture Trustee and the Indenture Trustee Servicer (in such role and as successor Servicer) and any of their respective officers, directors, employees or agents) and agents any Senior Certificateholder from and against all costs, expenses, losses, claims, actions, suits, damages and liabilities arising out of or incurred in connection with the acceptance or performance (or failure of performance) of the trusts and duties contained herein and in the Trust Agreementand, in the case of the Owner Trustee, and in the IndentureTrust Agreement and, in the case of the Indenture Trustee, in the Indenture, except to the extent that such cost, expense, loss, claim, damage or liability in the case of (i) the Owner Trustee; shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as applicable, (ii) in the case of the Owner Trustee, or shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (iiiii) in the case of the Indenture Trustee, shall arise from be due to the breach willful misfeasance, bad faith or negligence of the Indenture Trustee. The Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which the Depositor were a general partner; provided, however, that the Depositor shall not be liable for any losses incurred by the Equity Certificateholder in the capacity of an investor in the Equity Certificate or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the immediately preceding sentence for which the Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligation of the Depositor under this paragraph shall be evidenced by the Equity Certificate. The Depositor shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee of from and against any of its representations and warranties set forth in the Indenture loss, liability or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture Trustee, as applicable. (e) The Depositor shall pay any and all taxes levied or assessed upon all or any part expense incurred by reason of the Owner Trust EstateDepositor's or Trust's violation of federal or state securities laws in connection with the offering and sale of the Notes and the Certificate. Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee (in such role and as successor Servicer) and the termination of this Agreement and shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation litigation; provided, however, that the indemnification under this Section, notwithstanding anything to the contrary, is limited to the assets of the Depositor (including those incurred its rights under Article VI of the Purchase and Sale Agreement); provided, further, any indemnity payments to be made pursuant to this Section shall not be made from the Trust Assets (except to the extent any of the same have been distributed to the Depositor free and clear of any interest of the Trust therein and except to the extent [ ] as co-obligor is obligated to make such payment pursuant to Article VI of the Purchase and Sale Agreement), and such indemnity payments, if unpaid, shall not constitute a claim against the Trust or the Trust Assets (except in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationrespect of rights against [ ] in respect of such Article VI). If the Depositor (or [ ] pursuant to such Article VI) shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the DepositorDepositor (or [ ], as applicable), without interest. Notwithstanding anything to Indemnification under this Section shall survive the contrary contained hereinresignation or removal of the Owner Trustee or the Indenture Trustee, as the Depositor shall only be required to pay (i) any fees, expenses, indemnities or other liabilities that it case may incur under the Transaction Documents from funds available pursuant tobe, and in accordance with, the payment priorities set forth in termination of this Agreement and (ii) to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against itAgreement.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. (b) The Depositor shall indemnify, defend and hold harmless the TrustIssuer, the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the transfer of the Receivables to the Trust or transactions contemplated by the issuance and original sale of the Notes or the CertificatesBasic Documents, including any sales, gross receipts, gross margin, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Trust, but not including any taxes asserted with respect to ownership to, and as of the date of the sale of the Receivables to the Issuer or the issuance and original sale of the Securities, or federal or other Applicable Tax State income taxes arising out of distributions on the transactions contemplated by this Agreement and the other Transaction DocumentsSecurities), and all costs and expenses in defending against such taxes. (c) The Depositor shall indemnify, defend and hold harmless the TrustIssuer, the Owner Trustee, the Indenture Trustee (in such role and as successor Servicer), the Noteholders Trustees and the Certificateholders Securityholders from and against any loss, liability, claim, action, suit, costs damage or expense incurred by reason of (i) the Depositor’s willful misfeasance, bad faith or gross negligence (other than errors in judgment) in the performance of its duties under this Agreement or any other Transaction Basic Document to which it is a party party, or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Basic Document to which it is a party and (ii) the Depositor’s violation of federal or State securities laws in connection with the registration or the sale of the Notesparty. (d) The Depositor shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) and their respective officers, directors, employees and agents Trustees from and against all costslosses, expenses, lossesliabilities, claims, actions, suits, damages and liabilities or expenses arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and herein, in the Trust Agreement, Agreement (in the case of the Owner Trustee, ) and in the Indenture, Indenture (in the case of the Indenture Trustee), except to the extent that such costloss, expense, lossliability, claim, damage or liability expense (i) shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as applicable, (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in the Trust Agreement, (iii) in the case of the Indenture Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or shall arise out of or be incurred in connection with the performance by the Indenture Trustee of duties of a Successor Master Servicer hereunder, (iv) shall be one as to which the Master Servicer is required to indemnify the Owner Trustee or the Indenture Trustee, as the case may be, or (v) relates to any tax other than the taxes with respect to which either the Depositor or the Master Servicer shall be required to indemnify the Owner Trustee or the Indenture Trustee, as applicablethe case may be. (e) The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. Property. (f) Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee (in such role and Trustee, as successor Servicer) the case may be, and the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationlitigation. If the Depositor shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest. Notwithstanding anything to the contrary contained herein, the Depositor shall only be required to pay (i) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Basic Documents from funds available pursuant to, and in accordance with, the payment priorities set forth in this Agreement and the other Basic Documents and (ii) to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement and the representations made by the Depositor in this Agreement. (ba) The Depositor shall indemnify, defend and hold harmless the TrustIssuer, the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) their respective officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to, to the transactions contemplated in this Agreement and as any of the date of, the transfer Basic Documents (except any income taxes arising out of the Receivables fees paid to the Trust Owner Trustee or the issuance Trustee and original sale of except any taxes to which the Notes Owner Trustee or the CertificatesTrustee may otherwise be subject to), including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the TrustIssuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuer or the issuance of the Certificates and the issuance and original sale of the Notes, or asserted with respect to ownership of the Receivables or federal Federal or other Applicable Tax State income taxes arising out of distributions on the transactions contemplated by this Agreement Certificates and the other Transaction Documents), Notes) and all reasonable costs and expenses in defending against such taxesthe same or in connection with any application relating to the Notes or Certificates under any state securities laws. (cb) The Depositor shall indemnify, defend and hold harmless the TrustIssuer, the Owner Trustee, the Indenture Trustee (in such role Trustee, the Certificateholders and as successor Servicer), the Noteholders and the Certificateholders officers, directors, employees and agents of the Issuer, the Owner Trustee and the Trustee from and against any lossand all costs, liabilityexpenses, claimlosses, actionclaims, suitdamages and liabilities to the extent arising out of, costs or expense incurred by reason of imposed upon such Person through (i) the Depositor’s 's willful misfeasance, bad faith or gross negligence in the performance of its duties under this Agreement or any other Transaction Document to which it is a party Agreement, or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) the Depositor’s 's or the Issuer's violation of federal or State state securities laws in connection with the registration or the offering and sale of the NotesNotes or in connection with any application relating to the Notes under any state securities laws. (dc) The Depositor shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) and their respective its officers, directors, employees and agents from and against any and all costs, expenses, losses, claims, actions, suits, damages and liabilities and reasonable costs and expenses arising out of of, or incurred in connection with with, this Agreement or any of the Basic Documents, the Owner Trust Estate, the acceptance or performance of the trusts and duties contained set forth herein and in the Trust Agreement, in Agreement or the case action or the inaction of the Owner Trustee, Trustee hereunder and in under the Indenture, in the case of the Indenture TrusteeTrust Agreement, except to the extent that such cost, expense, loss, claim, damage or liability liability: (i) shall be due to the failure of the Owner Trustee to perform in accordance with the Trust Agreement or the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as applicable, (ii) in the case of the Owner Trustee, or (ii) shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement, (iii) in . Such liability and indemnification shall survive the case termination of the Indenture Trustee, shall arise from Trust. In the breach by the Indenture Trustee event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Owner Trustee's choice of its representations and warranties set forth in the Indenture or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer legal counsel shall be required subject to indemnify the Owner Trustee or approval of the Indenture TrusteeDepositor, as applicablewhich approval shall not be unreasonably withheld. (ed) The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust EstateEstate (other than those taxes expressly excluded from the Depositor's responsibilities pursuant to the parentheticals in paragraph (a) above). Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee (in such role and as successor Servicer) and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other reasonable expenses of litigation including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationlitigation. If the Depositor shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest. Notwithstanding anything to the contrary contained herein, the Depositor shall only be required to pay (i) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Documents from funds available pursuant to, and in accordance with, the payment priorities set forth in this Agreement and (ii) to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. (ba) The Depositor shall indemnify, defend and hold harmless the TrustIssuing Entity, the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) their officers, directors and agents from and against any taxes that may at any time be asserted against any such Person the Issuing Entity, the Owner Trustee or the Indenture Trustee or their respective officers, directors, and agents with respect to, and as of to the date of, the transfer sale of the Receivables to the Trust Issuing Entity or the issuance and original sale of the Notes or Certificates and the CertificatesNotes, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the TrustIssuing Entity, not including any taxes asserted with respect to ownership of the Receivables or federal or other Applicable Tax State income taxes arising out of the transactions contemplated by this Agreement Agreement) and the other Transaction Documents), and all costs and expenses in defending against such taxesthe same. (cb) The Depositor shall indemnify, defend and hold harmless the TrustIssuing Entity, the Owner Trustee, Trustee and the Indenture Trustee (in such role and as successor Servicer)their officers, the Noteholders directors, and the Certificateholders agents from and against any loss, liability, claim, action, suit, costs liability or expense incurred by reason of (i) the Depositor’s 's willful misfeasance, bad faith or gross negligence in the performance of its duties under this Agreement or any other Transaction Document to which it is a party Agreement, or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) the Depositor’s 's or the Issuing Entity's violation or alleged violation of federal or State state securities laws in connection with the registration or the offering and sale of the Notes. (d) The Depositor shall indemnify, defend and hold harmless the Owner Trustee Notes and the Indenture Trustee (in such role and as successor Servicer) and their respective officers, directors, employees and agents from and against all costs, expenses, losses, claims, actions, suits, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and in the Trust Agreement, in the case of the Owner Trustee, and in the Indenture, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability (i) shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as applicable, (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in the Trust Agreement, (iii) in the case of the Indenture Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture Trustee, as applicable. (e) The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust EstateCertificates. Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee (in such role and as successor Servicer) and the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationlitigation. If the Depositor shall have made any indemnity payments pursuant to this Section 6.2 6.02 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest. Notwithstanding anything to the contrary contained herein, the Depositor shall only be required to pay (i) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Documents from funds available pursuant to, and in accordance with, the payment priorities set forth in this Agreement and (ii) to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. (b) The Depositor shall indemnify, defend and hold harmless the TrustIssuer, the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the transfer of the Receivables to the Trust or transactions contemplated by the issuance and original sale of the Notes or the CertificatesBasic Documents, including any sales, gross receipts, gross margin, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Trust, but not including any taxes asserted with respect to ownership to, and as of the date of the sale of the Receivables to the Issuer or the issuance and original sale of the Securities, or United States United States federal or other Applicable Tax State income taxes arising out of distributions on the transactions contemplated by this Agreement and the other Transaction DocumentsSecurities), and all costs and expenses in defending against such taxestaxes including any Expenses incurred by the relevant party in connection with the enforcement of the Depositor’s indemnification or other obligations hereunder. (c) The Depositor shall indemnify, defend and hold harmless the TrustIssuer, the Owner Trustee, the Indenture Trustee (in such role and as successor Servicer), the Noteholders Trustees and the Certificateholders Securityholders from and against any loss, liability, claim, action, suit, costs damage or expense incurred by reason of (i) the Depositor’s willful misfeasance, bad faith or gross negligence (other than errors in judgment) in the performance of its duties under this Agreement or any other Transaction Document to which it is a party the Depositor Basic Documents, or by reason of a reckless disregard of its obligations and duties under this Agreement or the Depositor Basic Documents, including any other Transaction Document to which it is a Expenses incurred by the relevant party and (ii) the Depositor’s violation of federal or State securities laws in connection with the registration or the sale enforcement of the NotesDepositor’s indemnification or other obligations hereunder. (d) The Depositor shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) and their respective officers, directors, employees and agents Trustees from and against all costslosses, expenses, lossesliabilities, claims, actions, suits, damages and liabilities or expenses arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and herein, in the Trust Agreement, Agreement (in the case of the Owner Trustee, ) and in the Indenture, Indenture (in the case of the Indenture Trustee), including any Expenses incurred by the relevant party in connection with the enforcement of the Depositor’s indemnification or other obligations hereunder, except to the extent that such costloss, expense, lossliability, claim, damage or liability expense (i) shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or the Indenture related Trustee, as applicable, (ii) in the case of (A) the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in the Trust Agreement, Agreement or (iiiB) in the case of the Indenture Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or shall arise out of or be incurred in connection with the performance by the Indenture Trustee of the duties of a Successor Servicer hereunder, (iii) shall be one as to which the Servicer is required to indemnify either Trustee or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture either Trustee, as applicable. (e) . The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. Property. (e) Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee (in such role and Trustee, as successor Servicer) the case may be, and the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationlitigation. If the Depositor shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest. Notwithstanding anything to the contrary contained herein, the Depositor shall only be required to pay (i) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Basic Documents from funds available pursuant to, and in accordance with, the payment priorities set forth in this Agreement and the other Basic Documents and (ii) to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) above) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. (b) The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the transfer of the Receivables to the Trust or the issuance and original sale of the Notes or the Certificates, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal or other Applicable Tax State income taxes arising out of the transactions contemplated by this Agreement and the other Transaction Documents), and all costs and expenses in defending against such taxes. (c) The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee, the Indenture Trustee (in such role and as successor Servicer)Trustee, the Noteholders and the Certificateholders from and against any loss, liability, claim, action, suit, costs liability or expense incurred by reason of (i) the Depositor’s 's willful misfeasance, bad faith or gross negligence in the performance of its duties under this Agreement or any other Transaction Document to which it is a party or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) the Depositor’s 's violation of federal or State state securities laws in connection with the registration or the sale of the Notes. (d) The Depositor shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) and their respective officers, directors, employees and agents from and against all costs, expenses, losses, claims, actions, suits, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and in the Trust Agreement, in the case of the Owner Trustee, and in the Indenture, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability (i) shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as applicable, (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in the Trust Agreement, (iii) in the case of the Indenture Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture Trustee, as applicable. (e) The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee (in such role and as successor Servicer) and the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationlitigation. If the Depositor shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest. Notwithstanding anything to the contrary contained herein, the Depositor shall only be required to pay (i) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Documents from funds available pursuant to, and in accordance with, the payment priorities set forth in this Agreement and (ii) to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s 's certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “"claim” " (as defined in Section 101(5) of the Bankruptcy Code) against it.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. (bi) The Depositor shall indemnify, defend defend, and hold harmless the TrustIndenture Trustee, the Agent, the Noteholders, the Servicer, the Backup Servicer, the Owner Trustee (as such and in its individual capacity) and the Indenture Trustee (in such role and as successor Servicer) Issuer from and against any taxes (other than income or capital gains taxes related to the sale of the Notes) that may at any time be asserted against any such Person the Indenture Trustee or the Issuer with respect to, as of the Initial Closing Date (with respect to the Initial Receivables) and as of the date ofrelated Funding Date (with respect to the Subsequent Receivables), the transfer sale of the related Receivables to the Trust Issuer or the issuance and original sale of the Notes or asserted with respect to ownership of the CertificatesReceivables, including any sales, gross receipts, general corporation, tangible personal property, privilege privilege, or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal or other Applicable Tax State income taxes arising out of the transactions contemplated by this Agreement and the other Transaction Documents), and all costs and expenses in defending against such taxesthe same. (cii) The Depositor shall indemnify, defend defend, and hold harmless the TrustIndenture Trustee, the Agent, the Noteholders, the Servicer, the Backup Servicer, the Owner Trustee, the Indenture Trustee (as such and in such role and as successor Servicer), the Noteholders its individual capacity) and the Certificateholders Issuer and their respective officers, directors, employees and agents, from and against any loss, liability, claim, action, suit, costs or expense incurred by reason of (i) the Depositor’s bad faith, willful misfeasance, bad faith misconduct or gross negligence in the performance of its duties under this Agreement or any other Transaction Document to which it is a party party, or by reason of a reckless disregard of its the Depositor’s obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) party, or the Depositor’s violation of federal or State securities laws in connection with the registration or the initial sale of the Notes. (diii) The Depositor shall indemnify, defend defend, and hold harmless the Indenture Trustee, the Agent, the Noteholders, the Servicer, the Backup Servicer, the Owner Trustee (as such and in its individual capacity) and the Indenture Trustee (in such role and as successor Servicer) Issuer and their respective officers, directors, employees and agents agents, from and against all costsany loss, expensesliability, losses, claims, actions, suits, damages and liabilities or expense incurred as a result of third party claims arising out of the events or incurred in connection with the acceptance or performance facts giving rise to a breach of the trusts covenants or representations and duties contained herein warranties of the Depositor set forth in Article V hereof and in Section 3.02 hereof. Indemnification under this Section 5.09 shall survive the Trust Agreementtermination of this Agreement (or, in the case of the Owner Trustee, and in the Indenture, in the case indemnification of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability (i) shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or the Indenture TrusteeBackup Servicer, as applicable, (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in the Trust Agreement, (iii) in the case of the Indenture Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture Trustee, as applicable. (e) The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Indenture Trustee or the Indenture Trustee (in such role and as successor Backup Servicer, respectively) and the termination of this Agreement and shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationlitigation. If the Depositor shall have made any indemnity payments payment to the Indenture Trustee, the Agent, the Noteholders, the Servicer, the Backup Servicer, the Owner Trustee (as such or in its individual capacity) or the Issuer pursuant to this Section 6.2 and the any such Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, then such Person shall promptly repay such amounts to the Depositor, without interest. If the Depositor fails to indemnify any applicable Person pursuant to this Section 5.09, then such Person shall notify the Contributor of such failure and the Contributor shall pay the amount of such indemnification to the applicable Person within two (2) Business Days of receipt of such notice. Notwithstanding anything to the contrary contained hereinin this Agreement, the obligations of the Depositor under this Section 5.09 are solely the corporate obligations of the Depositor, and shall be payable by the Depositor, as provided in this Section 5.09. The Depositor shall only be required to pay (ia) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Documents from funds available pursuant to, and in accordance with, the payment priorities set forth in this Agreement and (ii) Section 5.09 to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor incurred in accordance with the Depositor’s certificate of formationincorporation and all financing documents to which the Depositor is a party and (b) any expenses, operating agreement indemnities or other liabilities that it may incur under this Section 5.09 only to the extent it receives funds designated for such purposes or to the extent it has funds available that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor incurred in accordance with the Depositor’s certificate of incorporation and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of the liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it. No recourse shall be had for the payment of any amount owing hereunder or for the payment of any fee hereunder or any other obligation of, or claim against, the Depositor arising out of or based upon this Section 5.09, against any stockholder, employee, officer, agent, director or authorized person of the Depositor or of any Affiliate thereof (other than with respect to any obligation of the Contributor as set forth in the last sentence of the foregoing paragraph); provided, however, that the foregoing shall not relieve any such Person or entity of any liability they might otherwise have as a result of fraudulent actions or willful misconduct or omissions taken by them.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement.: (bi) The Depositor shall indemnify, defend and hold harmless the TrustTrustee (which for purposes of this Section 12.2 shall include its directors, the Owner Trustee employees, officers and agents) and the Indenture Trustee (in such role and as successor Servicer) Trust from and against any taxes that may at any time be asserted against any such Person the Trustee or the Trust with respect to, and as of the date of, the transfer sale of the Receivables to the Trust Trustee or the issuance and original sale of the Notes or the Certificates, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal Federal or other Applicable Tax State income taxes arising out of the transactions contemplated by this Agreement Agreement) and the other Transaction Documents), and all costs and expenses in defending against such taxesthe same. (cii) The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee, the Indenture Trustee (in such role which for purposes of this Section 12.2 shall include its directors, employees, officers and as successor Servicer), the Noteholders agents) and the Certificateholders Trust from and against any loss, liability, claim, action, suit, costs liability or expense incurred by reason of (ia) the Depositor’s 's willful misfeasance, bad faith or gross negligence in the performance of its duties under this Agreement or any other Transaction Document to which it is a party Agreement, or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and Agreement, (iib) the Depositor’s 's violation of federal Federal or State securities laws in connection with the registration or of the sale of the Notes. Certificates or (dc) The Depositor shall indemnify, defend and hold harmless any action taken by the Owner Trustee and at the Indenture Trustee (in such role and as successor Servicer) and their respective officers, directors, employees and agents from and against all costs, expenses, losses, claims, actions, suits, damages and liabilities arising out of or incurred in connection with the acceptance or performance direction of the trusts and duties contained herein and in the Trust Agreement, in the case of the Owner Trustee, and in the Indenture, in the case of the Indenture Trustee, except Servicer pursuant to the extent that such cost, expense, loss, claim, damage Section 9.1 or liability (i) shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as applicable, (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in the Trust Agreement, (iii) in the case of the Indenture Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture Trustee, as applicable. (e) The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estateotherwise. Indemnification under this Section 6.2 12.2 shall survive the termination of this Agreement and the resignation or removal of the Owner Trustee or the Indenture Trustee (in such role and as successor Servicer) and the termination of this Agreement Trustee, and shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationlitigation. If the Depositor shall have made any indemnity payments to the Trustee pursuant to this Section 6.2 12.2 and the Person to or on behalf of whom such payments are made Trustee thereafter shall collect any of such amounts from others, such Person the Trustee shall promptly repay such amounts to the Depositor, without interest. Notwithstanding anything to the contrary contained herein, the Depositor shall only be required to pay (i) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Documents from funds available pursuant to, and in accordance with, the payment priorities set forth in this Agreement and (ii) to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. (bi) The Depositor shall indemnify, defend defend, and hold harmless the TrustIndenture Trustee, the Agent, the Noteholders, the Servicer, the Backup Servicer, the Owner Trustee (as such and in its individual capacity) and the Indenture Trustee (in such role and as successor Servicer) Issuer from and against any taxes (other than income or capital gains taxes related to the sale of the Notes) that may at any time be asserted against any such Person the Indenture Trustee or the Issuer with respect to, as of the Closing Date (with respect to the Initial Receivables) and as of the date ofrelated Funding Date (with respect to the Subsequent Receivables), the transfer sale of the related Receivables to the Trust Issuer or the issuance and original sale of the Notes or asserted with respect to ownership of the CertificatesReceivables, including any sales, gross receipts, general corporation, tangible personal property, privilege privilege, or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal or other Applicable Tax State income taxes arising out of the transactions contemplated by this Agreement and the other Transaction Documents), and all costs and expenses in defending against such taxesthe same. (cii) The Depositor shall indemnify, defend defend, and hold harmless the TrustIndenture Trustee, the Agent, the Noteholders, the Servicer, the Backup Servicer, the Owner Trustee, the Indenture Trustee (as such and in such role and as successor Servicer), the Noteholders its individual capacity) and the Certificateholders Issuer and their respective officers, directors, employees and agents, from and against any loss, liability, claim, action, suit, costs or expense incurred by reason of (i) the Depositor’s bad faith, willful misfeasance, bad faith misconduct or gross negligence in the performance of its duties under this Agreement or any other Transaction Document to which it is a party party, or by reason of a reckless disregard of its the Depositor’s obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) party, or the Depositor’s violation of federal or State securities laws in connection with the registration or the initial sale of the Notes. (diii) The Depositor shall indemnify, defend defend, and hold harmless the Indenture Trustee, the Agent, the Noteholders, the Servicer, the Backup Servicer, the Owner Trustee (as such and in its individual capacity) and the Indenture Trustee (in such role and as successor Servicer) Issuer and their respective officers, directors, employees and agents agents, from and against all costsany loss, expensesliability, losses, claims, actions, suits, damages and liabilities or expense incurred as a result of third party claims arising out of the events or incurred in connection with the acceptance or performance facts giving rise to a breach of the trusts covenants or representations and duties contained herein warranties of the Depositor set forth in Article V hereof and in Section 3.02 hereof. Indemnification under this Section 5.09 shall survive the Trust Agreementtermination of this Agreement (or, in the case of the Owner Trustee, and in the Indenture, in the case indemnification of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability (i) shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or the Indenture TrusteeBackup Servicer, as applicable, (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in the Trust Agreement, (iii) in the case of the Indenture Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture Trustee, as applicable. (e) The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Indenture Trustee or the Indenture Trustee (in such role and as successor Backup Servicer, respectively) and the termination of this Agreement and shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationlitigation. If the Depositor shall have made any indemnity payments payment to the Indenture Trustee, the Agent, the Noteholders, the Servicer, the Backup Servicer, the Owner Trustee (as such or in its individual capacity) or the Issuer pursuant to this Section 6.2 and the any such Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, then such Person shall promptly repay such amounts to the Depositor, without interest. If the Depositor fails to indemnify any applicable Person pursuant to this Section 5.09, then such Person shall notify the Contributor of such failure and the Contributor shall pay the amount of such indemnification to the applicable Person within two (2) Business Days of receipt of such notice. Notwithstanding anything to the contrary contained hereinin this Agreement, the obligations of the Depositor under this Section 5.09 are solely the corporate obligations of the Depositor, and shall be payable by the Depositor, as provided in this Section 5.09. The Depositor shall only be required to pay (ia) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Documents from funds available pursuant to, and in accordance with, the payment priorities set forth in this Agreement and (ii) Section 5.09 to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor incurred in accordance with the Depositor’s certificate of formationincorporation and all financing documents to which the Depositor is a party and (b) any expenses, operating agreement indemnities or other liabilities that it may incur under this Section 5.09 only to the extent it receives funds designated for such purposes or to the extent it has funds available that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor incurred in accordance with the Depositor’s certificate of incorporation and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of the liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it. No recourse shall be had for the payment of any amount owing hereunder or for the payment of any fee hereunder or any other obligation of, or claim against, the Depositor arising out of or based upon this Section 5.09, against any stockholder, employee, officer, agent, director or authorized person of the Depositor or of any Affiliate thereof (other than with respect to any obligation of the Contributor as set forth in the last sentence of the foregoing paragraph); provided, however, that the foregoing shall not relieve any such Person or entity of any liability they might otherwise have as a result of fraudulent actions or willful misconduct or omissions taken by them.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. (b) The Depositor shall indemnify, defend and hold harmless [the Backup Servicer], the Trust, the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the transfer of the Receivables to the Trust or the issuance and original sale of the Notes or the Certificates, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal or other Applicable Tax State income taxes arising out of the transactions contemplated by this Agreement and the other Transaction Documents), and all costs and expenses in defending against such taxes. (c) The Depositor shall indemnify, defend and hold harmless [the Backup Servicer], the Trust, the Owner Trustee, the Indenture Trustee (in such role and as successor Servicer)Trustee, [the Swap Counterparty,] the Noteholders and the Certificateholders from and against any loss, liability, claim, action, suit, costs liability or expense incurred by reason of (i) the Depositor’s willful misfeasance, bad faith or gross negligence in the performance of its duties under this Agreement or any other Transaction Document to which it is a party or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) the Depositor’s violation of federal or State securities laws in connection with the registration or the sale of the Notes. (d) The Depositor shall indemnify, defend and hold harmless [the Backup Servicer], the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) and their respective officers, directors, employees and agents from and against all costs, expenses, losses, claims, actions, suits, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and in the Trust Agreement, in the case of the Owner Trustee, and in the Indenture, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability (i) shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of [the Backup Servicer], the Owner Trustee or the Indenture Trustee, as applicable, (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in the Trust Agreement, (iii) in the case of the Indenture Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify [the Backup Servicer], the Owner Trustee or the Indenture Trustee, as applicable. (e) The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. Indemnification under this Section 6.2 shall survive the resignation or removal of [the Backup Servicer], the Owner Trustee or the Indenture Trustee (in such role and as successor Servicer) and the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationlitigation. If the Depositor shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest. Notwithstanding anything to the contrary contained herein, the Depositor shall only be required to pay (i) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Documents from funds available pursuant to, and in accordance with, the payment priorities set forth in this Agreement and (ii) to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. (b) . The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee and (including in its individual capacity), the Indenture Trustee (including in such role its individual capacity) and as successor Servicerthe Servicer (and any of their respective officers, directors, employees or agents) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the transfer of the Receivables to the Trust or transactions contemplated herein and in the issuance and original sale of the Notes or the Certificatesother Transaction Documents, including any sales, gross receipts, general corporation, tangible personal property, personal property replacement privilege or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to, and as of the date of, the transfer of Contracts to the Trust or the issuance and original sale of the Notes, or asserted with respect to ownership of the Receivables Contract Assets, or federal or other Applicable Tax State income taxes arising out of payments from Collections on the transactions contemplated by this Agreement Trust Assets) and the other Transaction Documents), and all costs and expenses in defending against such taxes. (c) the same. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner TrusteeTrustee (including in its individual capacity), the Indenture Trustee (including in such role and as successor Servicer), the Noteholders its individual capacity) and the Certificateholders Servicer (and any of their respective officers, directors, employees or agents) and the Securityholders from and against any loss, liability, claim, action, suit, costs liability or expense incurred by reason of (i) the Depositor’s 's willful misfeasance, bad faith or gross negligence (other than errors in judgment) in the performance of its duties under this Agreement or any other Transaction Document to which it is a party Agreement, or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) the Depositor’s violation of federal or State securities laws in connection with the registration or the sale of the Notes. (d) Agreement. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee and (including in its individual capacity), the Indenture Trustee (including in such role and as successor Servicerits individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) and agents any Noteholders from and against all costs, expenses, losses, claims, actions, suits, damages and liabilities arising out of or incurred in connection with the acceptance or performance (or failure of performance) of the trusts and duties contained herein and in the Trust Agreementand, in the case of the Owner Trustee, and in the IndentureTrust Agreement and, in the case of the Indenture Trustee, in the Indenture, except to the extent that such cost, expense, loss, claim, damage or liability in the case of (i) the Owner Trustee shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as applicable, (ii) in the case of the Owner Trustee, or shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (iiiii) in the case Indenture Trustee shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. The Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which the Depositor were a general partner; provided, however, that the Depositor shall arise from not be liable for any losses incurred by the breach Equity Certificateholder in the capacity of an investor in the Equity Certificate or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the immediately preceding sentence for which the Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligation of the Depositor under this paragraph shall be evidenced by the Equity Certificate. The Depositor shall indemnify, defend and hold harmless the Owner Trustee (including in its individual capacity) and the Indenture Trustee of (including in its individual capacity) from and against any of its representations and warranties set forth in the Indenture loss, liability or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture Trustee, as applicable. (e) The Depositor shall pay any and all taxes levied or assessed upon all or any part expense incurred by reason of the Owner Trust EstateDepositor's or Trust's violation of federal or state securities laws in connection with the offering and sale of the Notes and the Certificate. Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee (in such role and as successor Servicer) and the termination of this Agreement and shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation litigation; provided, however, that the indemnification under this Section, notwithstanding anything to the contrary, is limited to the assets of the Depositor (including those incurred its rights under Article VI of the Substitute VFC Purchase Agreement; Article VI of the Non-VFC Purchase Agreement or Article VI of the VFC Purchase Agreement); provided, further, any indemnity payments to be made pursuant to this Section shall not be made from the Trust Assets (except to the extent any of the same have been distributed to the Depositor free and clear of any interest of the Trust therein and except to the extent Financial as co-obligor is obligated to make such payment pursuant to Article VI of the Substitute VFC Purchase Agreement; Article VI of the Non-VFC Purchase Agreement or Article VI of the VFC Purchase Agreement), and such indemnity payments, if unpaid, shall not constitute a claim against the Trust or the Trust Assets (except in connection with any action, claim or suit brought to enforce respect of rights against Financial in respect of the Indenture Trustee’s right to indemnificationaforementioned Articles of the Purchase and Sale Agreements). If the Depositor (or Financial pursuant to the aforementioned Articles of the Purchase and Sale Agreements) shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the DepositorDepositor (or Financial, as applicable), without interest. Notwithstanding anything to Indemnification under this Section shall survive the contrary contained hereinresignation or removal of the Owner Trustee or the Indenture Trustee, as the Depositor shall only be required to pay (i) any fees, expenses, indemnities or other liabilities that it case may incur under the Transaction Documents from funds available pursuant tobe, and in accordance with, the payment priorities set forth in termination of this Agreement and (ii) to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against itAgreement.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. (b) . The Depositor shall indemnify, defend and hold harmless the TrustIssuer, the Owner Trustee, the Indenture Trustee and the Indenture Trustee (in such role and as successor Servicer) Servicer from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the transfer of the Receivables to the Trust or transactions contemplated herein and in the issuance and original sale of the Notes or the Certificatesother Transaction Documents, including any sales, gross receipts, general corporation, tangible personal property, Illinois personal property replacement privilege or license taxes (but, in the case of the TrustIssuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Contracts to the Issuer or the issuance and original sale of the Securities, ownership of the Receivables Contracts, or federal or other Applicable Tax State income taxes arising out of distributions on the transactions contemplated by this Agreement Certificates or the Notes) and the other Transaction Documents), and all costs and expenses in defending against such taxes. (c) the same. The Depositor shall indemnify, defend and hold harmless the TrustIssuer, the Owner Trustee, the Indenture Trustee (in such role and as successor Servicer), the Noteholders and the Certificateholders Securityholders from and against any loss, liability, claim, action, suit, costs liability or expense incurred by reason of (i) the Depositor’s 's willful misfeasance, bad faith or gross negligence in the performance of its duties under this Agreement or any other Transaction Document to which it is a party Agreement, or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) the Depositor’s violation of federal or State securities laws in connection with the registration or the sale of the Notes. (d) Agreement. The Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) and their respective officers, directors, employees and agents from and against all costs, expenses, losses, claims, actions, suits, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and in the Trust Agreementand, in the case of the Owner Trustee, and in the IndentureTrust Agreement and, in the case of the Indenture Trustee, in the Indenture, except to the extent that such cost, expense, loss, claim, damage or liability in the case of (i) the Owner Trustee shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as applicable, (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in SECTION 7.03 of the Trust Agreement, or (iiiii) in the case of the Indenture Trustee, shall arise from be due to the breach by the Indenture Trustee willful misfeasance, bad faith or negligence of any of its representations and warranties set forth in the Indenture or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture Trustee, as applicable. (e) The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee (in such role and as successor Servicer) and the termination of this Agreement and shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationlitigation. If the Depositor shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest. Notwithstanding anything to the contrary contained herein, the obligations of the Depositor under this Section are solely the corporate obligations of the Depositor and shall be payable by it solely as provided in this Section. The Depositor shall only be required to pay make such contributions required under this Section, (iy) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Documents from funds available to it pursuant to, and in accordance with, with the payment priorities set forth in this Agreement SECTION 7.03(b) and (iiz) only to the extent that it receives additional funds designated for such purposes or to the Depositor extent that it has additional funds available (other than funds described in the preceding clause (iy)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor such entity incurred in accordance with the Depositor’s its certificate of formation, operating agreement incorporation and all financing documents to which the Depositor it is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Codeparty as they come due. In additionaddition , no amount owing by the Depositor hereunder in excess of the liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “"claim” " (as defined in Section 101(5) of the Bankruptcy Code) against it. No recourse shall be had for the payment of any amount owing hereunder or any other obligation of, or claim against the Depositor arising out of or based up on this Section against any stockholder, employee, officer, agent, director or authorized person of the Depositor or Affiliate thereof; provided, however, that the foregoing shall not relieve any such person or entity of any liability they might otherwise have as a result of fraudulent actions or omissions taken by them.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement and the representations made by the Depositor in this Agreement. (ba) The Depositor shall indemnify, defend and hold harmless the Trust, Trust and the Owner Trustee and the Indenture Trustee (in such role their respective officers, directors, employees and as successor Servicer) agents from and against any taxes that may at any time be asserted against any such Person with respect to, to the transactions contemplated in this Agreement and as any of the date of, the transfer Basic Documents (except any income taxes arising out of the Receivables fees paid to the Trust or Trustee and except any taxes to which the issuance and original sale of the Notes or the CertificatesTrustee may otherwise be subject to), including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to, and as of the date of, the issuance and original sale of the Certificates or asserted with respect to ownership of the Receivables or federal or other Applicable Tax State income taxes arising out of distributions on the transactions contemplated by this Agreement Certificates) and the other Transaction Documents), and all reasonable costs and expenses in defending against such taxesthe same or in connection with any application relating to the Certificates under any state securities laws. (cb) The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee, the Indenture Trustee (in such role and as successor Servicer), the Noteholders and the Certificateholders and the officers, directors, employees and agents of the Trustee from and against any lossand all costs, liabilityexpenses, claimlosses, actionclaims, suitdamages and liabilities to the extent arising out of, costs or expense incurred by reason of imposed upon such Person through (i) the Depositor’s 's willful misfeasance, bad faith or gross negligence in the performance of its duties under this Agreement or any other Transaction Document to which it is a party Agreement, or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) the Depositor’s 's or the Trust's violation of federal or State state securities laws in connection with the registration or the offering and sale of the NotesCertificates or in connection with any application relating to the Certificates under any state securities laws. (dc) The Depositor shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) and their respective its officers, directors, employees and agents from and against any and all costs, expenses, losses, claims, actions, suits, damages and liabilities and reasonable costs and expenses arising out of of, or incurred in connection with with, this Agreement or any of the Basic Documents, the Trust Property, the acceptance or performance of the trusts and duties contained set forth herein and in or the Trust Agreement, in action or the case inaction of the Owner Trustee, and in the Indenture, in the case of the Indenture Trustee, Trustee hereunder except to the extent that such cost, expense, loss, claim, damage or liability liability: (i) shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as applicable, (ii) in the case of the Owner Trustee, shall arise from the any breach by the Owner Trustee of any of its covenants, representations or warranties set forth in under this Agreement. Such liability shall survive the Trust Agreement, (iii) in the case termination of the Indenture Trustee, shall arise from Trust. In the breach by the Indenture Trustee event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Trustee's choice of its representations and warranties set forth in the Indenture or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer legal counsel shall be required subject to indemnify the Owner Trustee or approval of the Indenture TrusteeDepositor, as applicablewhich approval shall not be unreasonably withheld. (ed) The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust EstateProperty (other than those taxes expressly excluded from the Depositor's responsibilities pursuant to the parentheticals in paragraph (a) above). Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee (in such role and as successor Servicer) and the termination of this Agreement and shall include reasonable fees and expenses of counsel and other reasonable expenses of litigation including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationlitigation. If the Depositor shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest. Notwithstanding anything to the contrary contained herein, the Depositor shall only be required to pay (i) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Documents from funds available pursuant to, and in accordance with, the payment priorities set forth in this Agreement and (ii) to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. (b) The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the transfer of the Receivables to the Trust or the issuance and original sale of the Notes or the Certificates, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal or other Applicable Tax State income taxes arising out of the transactions contemplated by this Agreement and the other Transaction Documents), and all costs and expenses in defending against such taxes. (c) The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee, the Indenture Trustee (in such role and as successor Servicer)Trustee, the Swap Counterparty, the Noteholders and the Certificateholders from and against any loss, liability, claim, action, suit, costs liability or expense incurred by reason of (i) the Depositor’s willful misfeasance, bad faith or gross negligence in the performance of its duties under this Agreement or any other Transaction Document to which it is a party or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) the Depositor’s violation of federal or State securities laws in connection with the registration or the sale of the Notes. (d) The Depositor shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) and their respective officers, directors, employees and agents from and against all costs, expenses, losses, claims, actions, suits, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and in the Trust Agreement, in the case of the Owner Trustee, and in the Indenture, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability (i) shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as applicable, (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in the Trust Agreement, (iii) in the case of the Indenture Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture Trustee, as applicable. (e) The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee (in such role and as successor Servicer) and the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationlitigation. If the Depositor shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest. Notwithstanding anything to the contrary contained herein, the Depositor shall only be required to pay (i) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Documents from funds available pursuant to, and in accordance with, the payment priorities set forth in this Agreement and (ii) to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. (b) . The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee, the Indenture Trustee and the Indenture Trustee Servicer (in such role and as successor Servicerany of their respective officers, directors, employees or agents) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the transfer of the Receivables to the Trust or transactions contemplated herein and in the issuance and original sale of the Notes or the Certificatesother Transaction Documents, including any sales, gross receipts, general corporation, tangible personal property, personal property replacement privilege or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to, and as of the date of, the transfer of Contracts to the Trust or the issuance and original sale of Senior Certificates, or asserted with respect to ownership of the Receivables Contract Assets, or federal or other Applicable Tax State income taxes arising out of payments from Collections on the transactions contemplated by this Agreement Trust Assets) and the other Transaction Documents), and all costs and expenses in defending against such taxes. (c) the same. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee, the Indenture Trustee (in such role and as successor Servicer), the Noteholders and the Certificateholders Servicer (and any of their respective officers, directors, employees or agents) and the Securityholders from and against any loss, liability, claim, action, suit, costs liability or expense incurred by reason of (i) the Depositor’s 's willful misfeasance, bad faith or gross negligence (other than errors in judgment) in the performance of its duties under this Agreement or any other Transaction Document to which it is a party Agreement, or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) the Depositor’s violation of federal or State securities laws in connection with the registration or the sale of the Notes. (d) Agreement. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee, the Indenture Trustee and the Indenture Trustee Servicer (in such role and as successor Servicer) and any of their respective officers, directors, employees or agents) and agents any Senior Certificateholder from and against all costs, expenses, losses, claims, actions, suits, damages and liabilities arising out of or incurred in connection with the acceptance or performance (or failure of performance) of the trusts and duties contained herein and in the Trust Agreementand, in the case of the Owner Trustee, and in the IndentureTrust Agreement and, in the case of the Indenture Trustee, in the Indenture, except to the extent that such cost, expense, loss, claim, damage or liability in the case of (i) the Owner Trustee; shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as applicable, (ii) in the case of the Owner Trustee, or shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (iiiii) in the case of the Indenture Trustee, shall arise from be due to the breach willful misfeasance, bad faith or negligence of the Indenture Trustee. The Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which the Depositor were a general partner; provided, however, that the Depositor shall not be liable for any losses incurred by the Equity Certificateholder in the capacity of an investor in the Equity Certificate or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the immediately preceding sentence for which the Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligation of the Depositor under this paragraph shall be evidenced by the Equity Certificate. The Depositor shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee of from and against any of its representations and warranties set forth in the Indenture loss, liability or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture Trustee, as applicable. (e) The Depositor shall pay any and all taxes levied or assessed upon all or any part expense incurred by reason of the Owner Trust EstateDepositor's or Trust's violation of federal or state securities laws in connection with the offering and sale of the Notes and the Certificate. Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee (in such role and as successor Servicer) and the termination of this Agreement and shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation litigation; provided, however, that the indemnification under this Section, notwithstanding anything to the contrary, is limited to the assets of the Depositor (including those incurred its rights under Article VI of the Purchase and Sale Agreement); provided, further, any indemnity payments to be made pursuant to this Section shall not be made from the Trust Assets (except to the extent any of the same have been distributed to the Depositor free and clear of any interest of the Trust therein and except to the extent CFUSA as co-obligor is obligated to make such payment pursuant to Article VI of the Purchase and Sale Agreement), and such indemnity payments, if unpaid, shall not constitute a claim against the Trust or the Trust Assets (except in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationrespect of rights against CFUSA in respect of such Article VI). If the Depositor (or CFUSA pursuant to such Article VI) shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the DepositorDepositor (or CFUSA, as applicable), without interest. Notwithstanding anything to Indemnification under this Section shall survive the contrary contained hereinresignation or removal of the Owner Trustee or the Indenture Trustee, as the Depositor shall only be required to pay (i) any fees, expenses, indemnities or other liabilities that it case may incur under the Transaction Documents from funds available pursuant tobe, and in accordance with, the payment priorities set forth in termination of this Agreement and (ii) to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against itAgreement.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. Notwithstanding anything set forth in this Section 6.3, the Depositor shall only be required to indemnify the parties listed below to the extent of any Available Funds remaining following distributions made pursuant to clauses (i) through (xi) of Section 5.6(a) (the “Depositor Indemnification Cap”); provided, however, that if the aggregate amount of indemnification for which the Depositor would otherwise be required to indemnify the parties listed below pursuant to this Section 6.3 exceeds the Depositor Indemnification Cap, the Servicer shall indemnify the parties listed below for the difference. In addition, the indemnification provided herein shall not constitute a claim (as defined in Section 101(5) of the Code) and recourse against the Depositor. (ba) The Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trust, the Owner Trustee Letter of Credit Provider, the Indenture Trustee, the Indenture Administrator and the Indenture Trustee (in such role and as successor Servicer) Collateral Agent from and against any taxes that may at any time be asserted against any such Person with respect to, to the transactions contemplated in this Agreement and as any of the date ofBasic Documents (except any income taxes arising out of fees paid to any of them and except any taxes to which the Owner Trustee, the transfer of the Receivables to the Trust Indenture Administrator or the issuance and original sale of the Notes or the CertificatesIndenture Trustee may otherwise be subject to), including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the TrustIssuer, not including any taxes asserted with respect to ownership of the Receivables or to, federal or other Applicable Tax State income taxes arising out of distributions on the transactions contemplated by this Agreement Certificates and the other Transaction Documents), Notes) and all costs and expenses in defending against such taxesthe same. (cb) The Depositor shall indemnify, defend and hold harmless the TrustIssuer, the Owner Trustee, the Indenture Trustee (in such role and as successor Servicer)Trustee, the Noteholders Indenture Administrator, the Letter of Credit Provider, the Indenture Collateral Agent, and the Certificateholders Noteholders from and against any loss, liability, claim, action, suit, costs liability or expense incurred by reason of (i) the Depositor’s willful misfeasance, bad faith or gross negligence in the performance of its duties under this Agreement or any the other Transaction Document to which it is a party Basic Documents, or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) the Depositor’s or the Issuer’s violation of federal Federal or State state securities laws in connection with the registration or the offering and sale of the Notes. (dc) The Depositor shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) and their respective its officers, directors, employees and agents from and against any and all costs, expenses, losses, claims, actions, suits, damages and liabilities arising out of of, or incurred in connection with the acceptance or performance of the trusts and duties contained set forth herein and in the Trust Agreement, in the case of the Owner Trustee, and in the Indenture, in the case of the Indenture Trustee, Basic Documents except to the extent that such cost, expense, loss, claim, damage or liability (i) shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as applicable, (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in the Trust Agreement, (iii) in the case of the Indenture Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture Trustee, as applicable. (e) The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee Trustee, the Indenture Trustee, the Letter of Credit Provider, the Indenture Administrator or the Indenture Trustee (in such role and as successor Servicer) Collateral Agent and the termination of this Agreement Agreement, the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationlitigation. If the Depositor shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest. Notwithstanding anything to the contrary contained herein, the Depositor shall only be required to pay (i) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Documents from funds available pursuant to, and in accordance with, the payment priorities set forth in this Agreement and (ii) to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. (b) The Depositor shall indemnify, defend and hold harmless the TrustIssuer, the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the transfer of the Receivables to the Trust or transactions contemplated by the issuance and original sale of the Notes or the CertificatesBasic Documents, including any sales, gross receipts, gross margin, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Trust, but not including any taxes asserted with respect to ownership to, and as of the date of the sale of the Receivables to the Issuer or the issuance and original sale of the Securities, or federal or other Applicable Tax State income taxes arising out of distributions on the transactions contemplated by this Agreement and the other Transaction DocumentsSecurities), and all costs and expenses in defending against such taxes. (c) The Depositor shall indemnify, defend and hold harmless the TrustIssuer, the Owner Trustee, the Indenture Trustee (in such role and as successor Servicer), the Noteholders Trustees and the Certificateholders Securityholders from and against any loss, liability, claim, action, suit, costs damage or expense incurred by reason of (i) the Depositor’s willful misfeasance, bad faith or gross negligence (other than errors in judgment) in the performance of its duties under this Agreement or any other Transaction Document to which it is a party the Depositor Basic Documents, or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) the Depositor’s violation of federal or State securities laws in connection with the registration or the sale of the NotesDepositor Basic Documents. (d) The Depositor shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) and their respective officers, directors, employees and agents Trustees from and against all costslosses, expenses, lossesliabilities, claims, actions, suits, damages and liabilities or expenses arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and herein, in the Trust Agreement, Agreement (in the case of the Owner Trustee, ) and in the Indenture, Indenture (in the case of the Indenture Trustee), except to the extent that such costloss, expense, lossliability, claim, damage or liability expense (i) shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as applicable, (ii) in the case of (A) the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in the Trust Agreement, Agreement or (iiiB) in the case of the Indenture Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or shall arise out of or be incurred in connection with the performance by the Indenture Trustee of duties of a Successor Servicer hereunder, (iii) shall be one as to which the Servicer is required to indemnify either Trustee or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture either Trustee, as applicable. (e) . The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. Property. (e) Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee (in such role and Trustee, as successor Servicer) the case may be, and the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationlitigation. If the Depositor shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest. Notwithstanding anything to the contrary contained herein, the Depositor shall only be required to pay (i) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Basic Documents from funds available pursuant to, and in accordance with, the payment priorities set forth in this Agreement and the other Basic Documents and (ii) to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement and the representations made by the Depositor in this Agreement. (ba) The Depositor shall indemnify, defend and hold harmless the TrustIssuer, the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) their respective officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to, to the transactions contemplated in this Agreement and as any of the date of, the transfer Basic Documents (except any income taxes arising out of the Receivables fees paid to the Trust Owner Trustee or the issuance Trustee and original sale of except any taxes to which the Notes Owner Trustee or the CertificatesTrustee may otherwise be subject to), including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the TrustIssuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuer or the issuance and original sale of the Certificates and the Notes, or asserted with respect to ownership of the Receivables or federal Federal or other Applicable Tax State income taxes arising out of distributions on the transactions contemplated by this Agreement Certificates and the other Transaction Documents), Notes) and all reasonable costs and expenses in defending against such taxesthe same or in connection with any application relating to the Notes or Certificates under any state securities laws. (cb) The Depositor shall indemnify, defend and hold harmless the TrustIssuer, the Owner Trustee, the Indenture Trustee (in such role Trustee, the Certificateholders and as successor Servicer), the Noteholders and the Certificateholders officers, directors, employees and agents of the Issuer, the Owner Trustee and the Trustee from and against any lossand all costs, liabilityexpenses, claimlosses, actionclaims, suitdamages and liabilities to the extent arising out of, costs or expense incurred by reason of imposed upon such Person through (i) the Depositor’s 's willful misfeasance, bad faith or gross negligence in the performance of its duties under this Agreement or any other Transaction Document to which it is a party Agreement, or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) the Depositor’s 's or the Issuer's violation of federal or State state securities laws in connection with the registration or the offering and sale of the NotesNotes and the Certificates or in connection with any application relating to the Notes or Certificates under any state securities laws. (dc) The Depositor shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) and their respective its officers, directors, employees and agents from and against any and all costs, expenses, losses, claims, actions, suits, damages and liabilities and reasonable costs and expenses arising out of of, or incurred in connection with with, this Agreement or any of the Basic Documents, the Owner Trust Estate, the acceptance or performance of the trusts and duties contained set forth herein and in the Trust Agreement, in Agreement or the case action or the inaction of the Owner Trustee, Trustee hereunder and in under the Indenture, in the case of the Indenture TrusteeTrust Agreement, except to the extent that such cost, expense, loss, claim, damage or liability liability: (i) shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as applicable, (ii) in the case of the Owner Trustee, or (ii) shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement, (iii) in . Such liability and indemnification shall survive the case termination of the Indenture Trustee, shall arise from Trust. In the breach by the Indenture Trustee event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Owner Trustee's choice of its representations and warranties set forth in the Indenture or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer legal counsel shall be required subject to indemnify the Owner Trustee or approval of the Indenture TrusteeDepositor, as applicablewhich approval shall not be unreasonably withheld. (ed) The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust EstateEstate (other than those taxes expressly excluded from the Depositor's responsibilities pursuant to the parentheticals in paragraph (a) above). Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee (in such role and as successor Servicer) and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other reasonable expenses of litigation including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationlitigation. If the Depositor shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest. Notwithstanding anything to the contrary contained herein, the Depositor shall only be required to pay (i) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Documents from funds available pursuant to, and in accordance with, the payment priorities set forth in this Agreement and (ii) to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. (b) . The Depositor shall indemnify, defend and hold harmless the TrustIssuer, the Owner Trustee, the Indenture Trustee and the Indenture Trustee (in such role and as successor Servicer) Servicer from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the transfer of the Receivables to the Trust or transactions contemplated herein and in the issuance and original sale of the Notes or the Certificatesother Transaction Documents, including any sales, gross receipts, general corporation, tangible personal property, Illinois personal property replacement privilege or license taxes (but, in the case of the TrustIssuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Contracts to the Issuer or the issuance and original sale of the Securities, ownership of the Receivables Contracts, or federal or other Applicable Tax State income taxes arising out of distributions on the transactions contemplated by this Agreement Certificates or the Notes) and the other Transaction Documents), and all costs and expenses in defending against such taxes. (c) the same. The Depositor shall indemnify, defend and hold harmless the TrustIssuer, the Owner Trustee, the Indenture Trustee (in such role and as successor Servicer), the Noteholders and the Certificateholders Securityholders from and against any loss, liability, claim, action, suit, costs liability or expense incurred by reason of (i) the Depositor’s 's willful misfeasance, bad faith or gross negligence in the performance of its duties under this Agreement or any other Transaction Document to which it is a party Agreement, or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) the Depositor’s violation of federal or State securities laws in connection with the registration or the sale of the Notes. (d) Agreement. The Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) and their respective officers, directors, employees and agents from and against all costs, expenses, losses, claims, actions, suits, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and in the Trust Agreementand, in the case of the Owner Trustee, and in the IndentureTrust Agreement and, in the case of the Indenture Trustee, in the Indenture, except to the extent that such cost, expense, loss, claim, damage or liability in the case of (i) the Owner Trustee shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as applicable, (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in SECTION 7.03 of the Trust Agreement, or (iiiii) in the case of the Indenture Trustee, shall arise from be due to the breach by the Indenture Trustee willful misfeasance, bad faith or negligence of any of its representations and warranties set forth in the Indenture or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture Trustee, as applicable. (e) The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee (in such role and as successor Servicer) and the termination of this Agreement and shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationlitigation. If the Depositor shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest. Notwithstanding anything to the contrary contained herein, the Depositor shall only be required to pay (i) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Documents from funds available pursuant to, and in accordance with, the payment priorities set forth in this Agreement and (ii) to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. Notwithstanding anything set forth in this Section 6.3, the Depositor shall only be required to indemnify the parties listed below to the extent of any Available Funds remaining following distributions made pursuant to clauses (i) through (xi) of Section 5.6(a) (the “Depositor Indemnification Cap”); provided, however, that if the aggregate amount of indemnification for which the Depositor would otherwise be required to indemnify the parties listed below pursuant to this Section 6.3 exceeds the Depositor Indemnification Cap, the Servicer shall indemnify the parties listed below for the difference. In addition, the indemnification provided herein shall not constitute a claim (as defined in Section 101(5) of the Code) and recourse against the Depositor. (ba) The Depositor shall indemnify, defend and hold harmless the TrustIssuer, the Owner Trustee Trustee, the Trust, [the Letter of Credit Provider,] the Indenture Trustee, the Indenture Administrator and the Indenture Trustee (in such role and as successor Servicer) Collateral Agent from and against any taxes that may at any time be asserted against any such Person with respect to, to the transactions contemplated in this Agreement and as any of the date ofBasic Documents (except any income taxes arising out of fees paid to any of them and except any taxes to which the Owner Trustee, the transfer of the Receivables to the Trust Indenture Administrator or the issuance and original sale of the Notes or the CertificatesIndenture Trustee may otherwise be subject to), including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the TrustIssuer, not including any taxes asserted with respect to ownership of the Receivables or to, federal or other Applicable Tax State income taxes arising out of distributions on the transactions contemplated by this Agreement Certificates and the other Transaction Documents), Notes) and all costs and expenses in defending against such taxesthe same. (cb) The Depositor shall indemnify, defend and hold harmless the TrustIssuer, the Owner Trustee, the Indenture Trustee (in such role and as successor Servicer)Trustee, the Noteholders Indenture Administrator, [the Letter of Credit Provider,] the Indenture Collateral Agent, and the Certificateholders Noteholders from and against any loss, liability, claim, action, suit, costs liability or expense incurred by reason of (i) the Depositor’s willful misfeasance, bad faith or gross negligence in the performance of its duties under this Agreement or any the other Transaction Document to which it is a party Basic Documents, or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) the Depositor’s or the Issuer’s violation of federal Federal or State state securities laws in connection with the registration or the offering and sale of the Notes. (dc) The Depositor shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) and their respective its officers, directors, employees and agents from and against any and all costs, expenses, losses, claims, actions, suits, damages and liabilities arising out of of, or incurred in connection with the acceptance or performance of the trusts and duties contained set forth herein and in the Trust Agreement, in the case of the Owner Trustee, and in the Indenture, in the case of the Indenture Trustee, Basic Documents except to the extent that such cost, expense, loss, claim, damage or liability (i) shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as applicable, (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in the Trust Agreement, (iii) in the case of the Indenture Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture Trustee, as applicable. (e) The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee Trustee, the Indenture Trustee, [the Letter of Credit Provider,] Indenture Administrator or the Indenture Trustee (in such role and as successor Servicer) Collateral Agent and the termination of this Agreement Agreement, the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationlitigation. If the Depositor shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest. Notwithstanding anything to the contrary contained herein, the Depositor shall only be required to pay (i) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Documents from funds available pursuant to, and in accordance with, the payment priorities set forth in this Agreement and (ii) to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it.

Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. (b) . The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee Trustees (including in their individual capacities) and the Indenture Trustee Servicer (in such role and as successor Servicerany of their respective officers, directors, employees or agents) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the transfer of the Receivables to the Trust or transactions contemplated herein and in the issuance and original sale of the Notes or the Certificatesother Transaction Documents, including any sales, gross receipts, general corporation, tangible personal property, personal property replacement privilege or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to, and as of the date of, the transfer of Contracts to the Trust or the issuance and original sale of the Notes, or asserted with respect to ownership of the Receivables Contract Assets, or federal or other Applicable Tax State income taxes arising out of payments from Collections on the transactions contemplated by this Agreement Trust Assets) and the other Transaction Documents), and all costs and expenses in defending against such taxes. (c) the same. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee, the Indenture Trustee Trustees (including in such role and as successor Servicertheir individual capacities), the Noteholders Servicer (and any of their respective officers, directors, employees or agents) and the Certificateholders Securityholders from and against any loss, liability, claim, action, suit, costs liability or expense incurred by reason of (i) the Depositor’s willful misfeasance, bad faith or gross negligence (other than errors in judgment) in the performance of its duties under this Agreement or any other Transaction Document to which it is a party Agreement, or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) the Depositor’s violation of federal or State securities laws in connection with the registration or the sale of the Notes. (d) Agreement. The Depositor shall indemnify, defend and hold harmless the Owner Trustee Trust, the Trustees (including in their individual capacities), and the Indenture Trustee Servicer (in such role and as successor Servicer) and any of their respective officers, directors, employees and agents or agents) from and against all costs, expenses, losses, claims, actions, suits, damages and liabilities arising out of or incurred in connection with the acceptance or performance (or failure of performance) of the trusts and duties contained herein and in the Trust Agreementand, in the case of the Owner Trustee, and in the IndentureTrust Agreement and, in the case of the Indenture Trustee, in the Indenture, except to the extent that such cost, expense, loss, claim, damage or liability in the case of (i) the Owner Trustee shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as applicable, (ii) in the case of the Owner Trustee, or shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (iiiii) in the case Indenture Trustee shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer shall be required to indemnify the Owner Trustee or the Indenture Trustee, as applicable. (e) . The Depositor shall pay indemnify, defend and hold harmless the Trustees (including in their individual capacities) from and against any and all taxes levied loss, liability or assessed upon all or any part expense incurred by reason of the Owner Trust EstateDepositor’s or Trust’s violation of federal or state securities laws in connection with the offering and sale of the Notes and the Certificate. Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee (in such role and as successor Servicer) and the termination of this Agreement and shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation litigation; provided, however, that the indemnification under this Section, notwithstanding anything to the contrary, is limited to the assets of the Depositor (including those incurred its rights under Article VI of the Series 20[ ]-[__] Purchase Agreement or Article VI of the Non-ACE Purchase Agreement); provided, further, any indemnity payments to be made pursuant to this Section shall not be made from the Trust Assets (except to the extent any of the same have been distributed to the Depositor free and clear of any interest of the Trust therein and except to the extent [_________] as co-obligor is obligated to make such payment pursuant to Article VI of the Series 20[ ]-[__] Purchase Agreement, or Article VI of the Non-ACE Purchase Agreement), and such indemnity payments, if unpaid, shall not constitute a claim against the Trust or the Trust Assets (except in connection with any action, claim or suit brought to enforce respect of rights against [_________] in respect of the Indenture Trustee’s right to indemnificationaforementioned Articles of the Purchase and Sale Agreements). If the Depositor (or [_________] pursuant to the aforementioned Articles of the Purchase and Sale Agreements) shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the DepositorDepositor (or [_________], as applicable), without interest. Notwithstanding anything to Indemnification under this Section shall survive the contrary contained hereinresignation or removal of any of the Trustees, as the Depositor shall only be required to pay (i) any fees, expenses, indemnities or other liabilities that it case may incur under the Transaction Documents from funds available pursuant tobe, and in accordance with, the payment priorities set forth in this Agreement and (ii) to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) that would be in excess of amounts that would be necessary to pay the debt and other obligations termination of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against itTrust Agreement or this Agreement.