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

Liability of Master Servicer; Indemnities. Subject to Section 8.02, the Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Master Servicer under this Agreement. Such obligations shall include the following: (a) The Master Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Backup Servicer and the Securityholders from and against any and all costs, expenses, losses, damages, claims and liabilities, arising out of or resulting from the use, ownership or operation by the Master Servicer, any Subservicer or any of their respective Affiliates of a Financed Vehicle. (b) The Master Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Backup Servicer from and against any taxes that may at any time be asserted against the Owner Trustee, the Indenture Trustee or the Issuer with respect to the transactions contemplated herein, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but 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, or asserted with respect to ownership of the Contracts, or federal or other income taxes arising out of distributions on the Securities) and costs and expenses in defending against the same. (c) The Master Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Backup Servicer and the Securityholders from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Master Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. (d) The Master Servicer shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein or the Trust Agreement contained, except to the extent that such cost, expense, loss, claim, damage or liability (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as the case may be; (ii) relates to any tax other than the taxes with respect to which either the Seller or the Master Servicer shall be required to indemnify the Owner Trustee and the Indenture Trustee; (iii) shall arise from the Owner Trustee's or the Indenture Trustee's breach of any of their respective representations or warranties set forth herein, in the Trust Agreement or in the Indenture; or (iv) shall be one as to which the Seller is required to indemnify the Owner Trustee or the Indenture Trustee, as the case may be. (e) The Master Servicer shall pay the Owner Trustee compensation, reimbursement or other payments owed to it by the Seller pursuant to Sections 8.01 and 8.02 of the Trust Agreement if the Seller fails to remit such compensation, reimbursement or payment in a timely manner. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement of the Trust Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Master Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Master Servicer, without interest.

Liability of Master Servicer; Indemnities. Subject to Section 8.02, the Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Master Servicer under this Agreement. Such obligations shall include the following: (a) The Master Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Backup Servicer Securityholders and the Securityholders Insurer from and against any and all costs, expenses, losses, damages, claims and liabilities, arising out of or resulting from the use, ownership or operation by the Master Servicer, any Subservicer or any of their respective Affiliates of a Financed Vehicle. (b) The Master Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Backup Servicer Insurer from and against any taxes that may at any time be asserted against the Owner Trustee, the Indenture Trustee or the Issuer with respect to the transactions contemplated herein, including including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but 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, or asserted with respect to ownership of the Contracts, or federal or other income taxes arising out of distributions on the Securities) and costs and expenses in defending against the same. (c) The Master Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Backup Servicer Insurer and the Securityholders from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Master Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. (d) The Master Servicer shall indemnify, defend and hold harmless the Owner Trustee, the Indenture Trustee and the Indenture Trustee Insurer from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein or the Trust Agreement contained, except to the extent that such cost, expense, loss, claim, damage or liability (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as the case may be; (ii) relates to any tax other than the taxes with respect to which either the Seller or the Master Servicer shall be required to indemnify the Owner Trustee and the Indenture Trustee; (iii) shall arise from the Owner Trustee's or the Indenture Trustee's breach of any of their respective representations or warranties set forth herein, in the Trust Agreement or in the Indenture; or (iv) shall be one as to which the Seller is required to indemnify the Owner Trustee or the Indenture Trustee, as the case may be. (e) The Master Servicer shall pay the Owner Trustee compensation, reimbursement or other payments owed to it by the Seller pursuant to Sections 8.01 and 8.02 of the Trust Agreement if the Seller fails to remit such compensation, reimbursement or payment in a timely manner. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement of the Trust Agreement and shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Master Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Master Servicer, without interest.

Liability of Master Servicer; Indemnities. Subject to Section 8.02, the Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Master Servicer under this Agreement. Such obligations shall include the following: (a) The Master Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Backup Servicer and the Securityholders from and against any and all costs, expenses, losses, damages, claims and liabilities, arising out of or resulting from the use, ownership or operation by the Master Servicer, any Subservicer or any of their respective Affiliates of a Financed Vehicle. (b) The Master Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Backup Servicer from and against any taxes that may at any time be asserted against the Owner Trustee, the Indenture Trustee or the Issuer with respect to the transactions contemplated herein, including including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but 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, or asserted with respect to ownership of the Contracts, or federal or other income taxes arising out of distributions on the Securities) and costs and expenses in defending against the same. (c) The Master Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Backup Servicer and the Securityholders from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Master Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. (d) The Master Servicer shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein or the Trust Agreement contained, except to the extent that such cost, expense, loss, claim, damage or liability (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as the case may be; (ii) relates to any tax other than the taxes with respect to which either the Seller or the Master Servicer shall be required to indemnify the Owner Trustee and the Indenture Trustee; (iii) shall arise from the Owner Trustee's or the Indenture Trustee's breach of any of their respective representations or warranties set forth herein, in the Trust Agreement or in the Indenture; or (iv) shall be one as to which the Seller is required to indemnify the Owner Trustee or the Indenture Trustee, as the case may be. (e) The Master Servicer shall pay the Owner Trustee compensation, reimbursement or other payments owed to it by the Seller pursuant to Sections 8.01 and 8.02 of the Trust Agreement if the Seller fails to remit such compensation, reimbursement or payment in a timely manner. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement of the Trust Agreement and shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Master Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Master Servicer, without interest.

Liability of Master Servicer; Indemnities. Subject to Section 8.02, the Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Master Servicer under this Agreement. Such obligations shall include the following: (a) The Master Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Backup Servicer Securityholders and the Securityholders Insurer from and against any and all costs, expenses, losses, damages, claims and liabilities, arising out of or resulting from the use, ownership or operation by the Master Servicer, any Subservicer or any of their respective Affiliates of a Financed Vehicle. (b) The Master Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Backup Servicer Insurer from and against any taxes that may at any time be asserted against the Owner Trustee, the Indenture Trustee or the Issuer with respect to the transactions contemplated herein, including including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but 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, or asserted with respect to ownership of the Contracts, or federal or other income taxes arising out of distributions on the Securities) and costs and expenses in defending against the same. (c) The Master Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Backup Servicer Insurer and the Securityholders from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Master Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. (d) The Master Servicer shall indemnify, defend and hold harmless the Owner Trustee, the Indenture Trustee and the Indenture Trustee Insurer from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein or the Trust Agreement contained, except to the extent that such cost, expense, loss, claim, damage or liability (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as the case may be; (ii) relates to any tax other than the taxes with respect to which either the Seller or the Master Servicer shall be required to indemnify the Owner Trustee and the Indenture Trustee; (iii) shall arise from the Owner Trustee's or the Indenture Trustee's breach of any of their respective representations or warranties set forth herein, in the Trust Agreement or in the Indenture; or (iv) shall be one as to which the Seller is required to indemnify the Owner Trustee or the Indenture Trustee, as the case may be. (e) The Master Servicer shall pay the Owner Trustee compensation, reimbursement or other payments owed to it by the Seller pursuant to Sections 8.01 and 8.02 of the Trust Agreement if the Seller fails to remit such compensation, reimbursement or payment in a timely manner. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement of the Trust Agreement and shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Master Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Master Servicer, without interest.

Liability of Master Servicer; Indemnities. Subject to Section 8.02, the Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Master Servicer under this Agreement. Such obligations shall include the following: (a) The Master Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Backup Servicer Securityholders and the Securityholders Insurer from and against any and all costs, expenses, losses, damages, claims and liabilities, arising out of or resulting from the use, ownership or operation by the Master Servicer, any Subservicer or any of their respective Affiliates of a Financed Vehicle. (b) The Master Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Backup Servicer Insurer from and against any taxes that may at any time be asserted against the Owner Trustee, the Indenture Trustee or the Issuer with respect to the transactions contemplated herein, including including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but 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, or asserted with respect to ownership of the Contracts, or federal or other income taxes arising out of distributions on the Securities) and costs and expenses in defending against the same. (c) The Master Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Backup Servicer Insurer and the Securityholders from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Master Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. (d) The Master Servicer shall indemnify, defend and hold harmless the Owner Trustee, the Indenture Trustee and the Indenture Trustee Insurer from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein or the Trust Agreement contained, except to the extent that such cost, expense, loss, claim, damage or liability (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as the case may be; (ii) relates to any tax other than the taxes with respect to which either the Seller or the Master Servicer shall be required to indemnify the Owner Trustee and the Indenture Trustee; (iii) shall arise from the Owner Trustee's or the Indenture Trustee's breach of any of their respective representations or warranties set forth herein, in the Trust Agreement 67 73 or in the Indenture; or (iv) shall be one as to which the Seller is required to indemnify the Owner Trustee or the Indenture Trustee, as the case may be. (e) The Master Servicer shall pay the Owner Trustee compensation, reimbursement or other payments owed to it by the Seller pursuant to Sections 8.01 and 8.02 of the Trust Agreement if the Seller fails to remit such compensation, reimbursement or payment in a timely manner. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement of the Trust Agreement and shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Master Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Master Servicer, without interest.

Liability of Master Servicer; Indemnities. Subject to Section 8.02, the The Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Master Servicer under this Agreement. Such obligations shall include the following: (a) The Master Servicer shall indemnify, defend and hold harmless the Issuer, the Owner TrusteeTrustees, the Indenture Trustee, the Backup Servicer Securityholders and the Securityholders Depositor from and against any and all costs, expenses, losses, damages, claims and liabilities, claims, damages and expenses arising out of or resulting from incurred in connection with the use, ownership or operation by the Master Servicer, any Subservicer Servicer or any Affiliate of their respective Affiliates the Master Servicer of a Financed Vehicle. (b) The Master Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee Depositor and the Backup Servicer Trustees from and against any taxes that may at any time be asserted against the Owner Trustee, the Indenture Trustee any such Person as a result of or the Issuer with respect relating to the transactions contemplated hereinherein and in the other Basic Documents, including any sales, gross receipts, gross margin, general corporation, tangible personal property, privilege or license taxes (but not including any taxes asserted with respect to, and as of the date of, the sale of the Contracts Receivables to the Issuer or the issuance and original sale of the Securities, or asserted with respect to ownership of the Contracts, or federal or other State income taxes arising out of distributions on the Securities) and costs and expenses in defending against the samesuch taxes. (c) The Master Servicer shall indemnify, defend and hold harmless the Issuer, the Owner TrusteeTrustees, the Indenture Trustee, the Backup Servicer Securityholders and the Securityholders Depositor from and against any and all costsloss, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, lossliability, claim, damage or liability arose out of, or was imposed upon any such Person through, the negligence, willful misfeasance or bad faith expense incurred by reason of the Master Servicer Servicer's willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement or any other Basic Document to which it is a party or by reason of a reckless disregard of its obligations and duties under this AgreementAgreement or any other Basic Document to which it is a party. (d) The Master Servicer shall indemnify, defend and hold harmless the Owner Trustee Trustees and the Indenture Trustee their respective officers, directors, employees and agents from and against any and all costslosses, expenses, lossesliabilities, claims, damages and liabilities expenses arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein or and contained in the Trust Agreement contained(in the case of the Owner Trustee) and contained in the Indenture (in the case of the Indenture Trustee), except to the extent that such costloss, expense, lossliability, claim, damage or liability expense: (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as applicable, (ii) in the case may be; 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, (iiiii) 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 Master Servicer hereunder or (iv) relates to any tax other than to the taxes with respect to which either the Seller Depositor or the Master Servicer shall be required to indemnify the Owner Trustee and the Indenture Trustee; (iii) shall arise from the Owner Trustee's or the Indenture Trustee's breach of any of their respective representations or warranties set forth herein, in the Trust Agreement or in the Indenture; or (iv) shall be one as to which the Seller is required to indemnify the Owner Trustee or the Indenture Trustee, as the case may beapplicable. (e) The Master Servicer shall pay the Owner Trustee compensation, reimbursement or other payments owed to it by the Seller pursuant to Sections 8.01 and 8.02 of the Trust Agreement Agreement. In addition to the foregoing indemnities, if the Seller fails Owner Trustee or the Indenture Trustee is entitled to remit indemnification by the Depositor pursuant to Section 5.02 and the Depositor is unable for any reason to provide such compensationindemnification to the Owner Trustee or the Indenture Trustee, reimbursement then the Master Servicer shall be liable for any indemnification that the Owner Trustee or payment the Indenture Trustee is entitled to under Section 5.02. For purposes of this Section, in the event of a timely mannertermination of the rights and obligations of the Master Servicer (or any Successor Master Servicer) pursuant to Section 7.01 or a resignation by such Master Servicer pursuant to Section 6.05, such Master Servicer shall be deemed to be the Master Servicer pending appointment of a Successor Master Servicer (other than the Indenture Trustee) pursuant to Section 7.02. Indemnification under this Section by the Master Servicer (or any Successor Master Servicer), with respect to the period such Person was (or was deemed to be) the Master Servicer, shall survive the termination of each Person as Master Servicer or a resignation by such Person as Master Servicer, as well as the resignation or removal of the Owner Trustee or the Indenture Trustee Trustee, as the case may be, or the termination of this Agreement of the Trust Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Master Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Master Servicer, as the case may be, without interest.

Liability of Master Servicer; Indemnities. Subject to Section 8.02, the Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Master Servicer under this Agreement. Such obligations shall include the following: (a) The Master Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Backup Servicer Securityholders and the Securityholders Insurer from and against any and all costs, expenses, losses, damages, claims and liabilities, arising out of or resulting from the use, ownership or operation by the Master Servicer, any Subservicer or any of their respective Affiliates of a Financed Vehicle. (b) The Master Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Backup Servicer Insurer from and against any taxes that may at any time be asserted against the Owner Trustee, the Indenture Trustee or the Issuer with respect to the transactions contemplated herein, including including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but 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, or asserted with respect to ownership of the Contracts, or federal or other income taxes arising out of distributions on the Securities) and costs and expenses in defending against the same. (c) The Master Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Backup Servicer Insurer and the Securityholders from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Master Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. (d) The Master Servicer shall indemnify, defend and hold harmless the Owner Trustee, the Indenture Trustee and the Indenture Trustee Insurer from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein or the Trust Agreement contained, except to the extent that such cost, expense, loss, claim, damage or liability (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as the case may be; (ii) relates to any tax other than the taxes with respect to which either the Seller or the Master Servicer shall be required to indemnify the Owner Trustee and the Indenture Trustee; (iii) shall arise from the Owner Trustee's or the Indenture Trustee's breach of any of their respective representations or warranties set forth herein, in the Trust Agreement or in the Indenture; or (iv) shall be one as to which the Seller is required to indemnify the Owner Trustee or the Indenture Trustee, as the case may be. (e) The Master Servicer shall pay the Owner Trustee compensation, reimbursement or other payments owed to it by the Seller pursuant to Sections 8.01 and 8.02 of the Trust Agreement if the Seller fails to remit such compensation, reimbursement or payment in a timely manner. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement of the Trust Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Master Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Master Servicer, without interest.Agreement

Liability of Master Servicer; Indemnities. Subject to Section 8.02, the Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Master Servicer under this Agreement. Such obligations shall include the following: (a) The Master Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Backup Servicer Trustee and the Securityholders from and against any and all costs, expenses, losses, damages, claims and liabilities, arising out of or resulting from the use, ownership or operation by the Master Servicer, any Subservicer or any of their respective Affiliates of a Financed Vehicle. (b) The Master Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Indenture Trustee and the Backup Servicer from and against any taxes that may at any time be asserted against the Owner Trustee, the Indenture Trustee or the Issuer with respect to the transactions contemplated herein, including including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but 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, or asserted with respect to ownership of the Contracts, or federal or other income taxes arising out of distributions on the Securities) and costs and expenses in defending against the same. (c) The Master Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Backup Servicer Trustee and the Securityholders from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Master Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. (d) The Master Servicer shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein or the Trust Agreement contained, except to the extent that such cost, expense, loss, claim, damage or liability (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as the case may be; (ii) relates to any tax other than the taxes with respect to which either the Seller or the Master Servicer shall be required to indemnify the Owner Trustee and the Indenture Trustee; (iii) shall arise from the Owner Trustee's or the Indenture Trustee's breach of any of their respective representations or warranties set forth herein, in the Trust Agreement or in the Indenture; or (iv) shall be one as to which the Seller is required to indemnify the Owner Trustee or the Indenture Trustee, as the case may be. (e) The Master Servicer shall pay the Owner Trustee compensation, reimbursement or other payments owed to it by the Seller pursuant to Sections 8.01 and 8.02 of the Trust Agreement if the Seller fails to remit such compensation, reimbursement or payment in a timely manner. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement of the Trust Agreement and shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Master Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Master Servicer, without interest.

Liability of Master Servicer; Indemnities. Subject to Section 8.02, the (a) The Master Servicer (in its capacity as such) shall be liable in accordance herewith hereunder only to the extent of the obligations in this Agreement specifically undertaken by the Master Servicer under this Agreement. Such obligations shall include and the following:representations made by the Master Servicer. (ab) The Master Servicer shall indemnifydefend, defend indemnify and hold harmless the IssuerTrust, the Trustee, the Owner TrusteeTrustee and their respective officers, the Indenture Trusteedirectors, the Backup Servicer agents and the Securityholders employees, from and against any and all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from the use, ownership or operation by the Master Servicerof, or lien on, any Subservicer or any of their respective Affiliates of a Financed Vehicle.; (bc) The Master Servicer (when the Master Servicer is Household or an Affiliate of Household) shall indemnify, defend and hold harmless the IssuerTrust, the Trustee, the Owner Trustee, the Indenture Trustee and the Backup Servicer their respective officers, directors, agents and employees and from and against any taxes that may at any time be asserted against the Owner Trustee, the Indenture Trustee or the Issuer any of such parties with respect to the transactions contemplated hereinin this Agreement, including including, without limitation, any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but not including any Federal or other income taxes, including franchise taxes asserted with respect to, and as of the date of, the sale of the Contracts Receivables and the Other Conveyed Property to the Issuer Trust or the issuance and original sale of any Series of the SecuritiesNotes) and costs and expenses in defending against the same, except to the extent that such costs, expenses, losses, damages, claims and liabilities arise out of the negligence or willful misconduct of such parties; The Master Servicer (when the Master Servicer is not Household) shall indemnify, defend and hold harmless the Trust, the Trustee, the Owner Trustee and their respective officers, directors, agents and employees from and against any taxes with respect to the sale of Receivables in connection with servicing hereunder that may at any time be asserted against any of such parties with respect to the transactions contemplated in this Agreement, including, without limitation, any sales, gross receipts, tangible or intangible personal property, privilege or license taxes (but not including any Federal or other income taxes, including franchise taxes asserted with respect to ownership to, and as of the Contractsdate of, the sale of the Series Trust Estate to the Trust or federal or other income taxes arising out the issuance and original sale of distributions on the Securities) and costs and expenses in defending against the same.; and (cd) The Master Servicer shall indemnify, defend and hold harmless the IssuerTrust, the Trustee, the Owner Trustee, the Indenture Trusteeeach Series Support Provider and their respective officers, the Backup Servicer directors, agents and the Securityholders employees from and against any and all costs, expenses, losses, claims, damages damages, and liabilities to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or was imposed upon any such Person throughthe Trust or the Trustee by reason of the breach of this Agreement by the Master Servicer, the negligence, willful misfeasance misfeasance, or bad faith of the Master Servicer in the performance of its duties under this Agreement or any Series Supplement or by reason of reckless disregard of its obligations and duties under this AgreementAgreement or any Series Supplement, except to the extent that such costs, expenses, losses, damages, claims, and liabilities arise out of the negligence or willful misconduct of the Person seeking indemnification. (de) The Master Servicer shall indemnify, defend and hold harmless the Trust, the Trustee, the Owner Trustee and the Indenture Trustee their respective officers, directors, agents and employees from and against any and all costsloss, expenses, losses, claims, damages and liabilities arising out liability or expense incurred by reason of the violation by Master Servicer of Federal or incurred state securities laws in connection with the acceptance registration or performance the sale of the trusts and duties herein or the Trust Agreement containedSecurities, except to the extent that such costcosts, expenseexpenses, losslosses, claimdamages, damage or liability (i) shall be due to the willful misfeasanceclaims, bad faith or negligence (except for errors in judgment) and liabilities arise out of the Owner Trustee negligence or the Indenture Trustee, as the case may be; (ii) relates to any tax other than the taxes with respect to which either the Seller or the Master Servicer shall be required to indemnify the Owner Trustee and the Indenture Trustee; (iii) shall arise from the Owner Trustee's or the Indenture Trustee's breach willful misconduct of any of their respective representations or warranties set forth herein, in the Trust Agreement or in the Indenture; or (iv) shall be one as to which the Seller is required to indemnify the Owner Trustee or the Indenture Trustee, as the case may besuch parties. (ef) The Master Servicer shall pay the Owner Trustee compensation, reimbursement or other payments owed to it by the Seller pursuant to Sections 8.01 and 8.02 of the Trust Agreement if the Seller fails to remit such compensation, reimbursement or payment in a timely manner. Indemnification under this Section Article shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement and will survive the early resignation or removal of any of the Trust Agreement parties hereto and shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Master Servicer shall have has made any indemnity payments pursuant to this Section Article and the Person to or on behalf of whom such payments are made recipient thereafter collects any of such amounts from others, such Person the recipient shall promptly repay such amounts collected to the Master Servicer, without interest. Notwithstanding any other provision of this Agreement, the obligations of the Master Servicer shall not terminate or be deemed released upon the resignation or termination of Household as the Master Servicer and shall survive any termination of this Agreement.

Liability of Master Servicer; Indemnities. Subject to Section 8.02, the Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Master Servicer under this Agreement. Such obligations shall include the following: (a) The Master Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Backup Servicer Securityholders and the Securityholders Insurer from and against any and all costs, expenses, losses, damages, claims and liabilities, arising out of or resulting from the use, ownership or operation by the Master Servicer, any Subservicer or any of their respective Affiliates of a Financed Vehicle. (b) The Master Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Backup Servicer Insurer from and against any taxes that may at any time be asserted against the Owner Trustee, the Indenture Trustee or the Issuer with respect to the transactions contemplated herein, including including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but 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, or asserted with respect to ownership of the Contracts, or federal or other income taxes arising out of distributions on the Securities) and costs and expenses in defending against the same. (c) The Master Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Backup Servicer Insurer and the Securityholders from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Master Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. (d) The Master Servicer shall indemnify, defend and hold harmless the Owner Trustee, the Indenture Trustee and the Indenture Trustee Insurer from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein or the Trust Agreement contained, except to the extent that such cost, expense, loss, claim, damage or liability (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as the case may be; (ii) relates to any tax other than the taxes with respect to which either the Seller or the Master Servicer shall be required to indemnify the Owner Trustee and the Indenture Trustee; (iii) shall arise from the Owner Trustee's or the Indenture Trustee's breach of any of their respective representations or warranties set forth herein, in the Trust Agreement or in the Indenture; or (iv) shall be one as to which the Seller is required to indemnify the Owner Trustee or the Indenture Trustee, as the case may be. (e) The Master Servicer shall pay the Owner Trustee compensation, reimbursement or other payments owed to it by the Seller pursuant to Sections 8.01 and 8.02 of the Trust Agreement if the Seller fails to remit such compensation, reimbursement or payment in a timely manner. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement of the Trust Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Master Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Master Servicer, without interest.

Liability of Master Servicer; Indemnities. Subject to Section 8.02, the (a) The Master Servicer (in its capacity as such) shall be liable in accordance herewith hereunder only to the extent of the obligations in this Agreement specifically undertaken by the Master Servicer under this Agreement. Such obligations shall include and the following:representations made by the Master Servicer. (ab) The Master Servicer shall indemnifydefend, defend indemnify and hold harmless the Issuer, the Owner TrusteeTrust, the Indenture Trustee, the Backup Servicer Owner Trustee, each Support Provider and the Securityholders their respective officers, directors, agents and employees, from and against any and all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from the use, ownership or operation by the Master Servicerof, or lien on, any Subservicer or any of their respective Affiliates of a Financed Vehicle. (bc) The Master Servicer (when the Master Servicer is Household Finance Corporation or an Affiliate of Household Finance Corporation) shall indemnify, defend and hold harmless the IssuerTrust, the Indenture Trustee, the Owner Trustee, the Indenture Trustee each Support Provider and the Backup Servicer their respective officers, directors, agents and employees and from and against any taxes that may at any time be asserted against the Owner Trustee, the Indenture Trustee or the Issuer any of such parties with respect to the transactions contemplated hereinin this Agreement, including including, without limitation, any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but 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, or asserted with respect to ownership of the Contracts, or federal or other income taxes arising out of distributions on the Securitiestaxes) and costs and expenses in defending against the same, except to the extent that such costs, expenses, losses, damages, claims and liabilities arise out of the negligence or willful misconduct of such parties. (cd) The Master Servicer (when the Master Servicer is not Household Finance Corporation) shall indemnify, defend and hold harmless the Trust, the Indenture Trustee, the Owner Trustee, each Support Provider and their respective officers, directors, agents and employees from and against any taxes with respect to the sale of Receivables in connection with servicing hereunder that may at any time be asserted against any of such parties with respect to the transactions contemplated in this Agreement, including, without limitation, any sales, gross receipts, tangible or intangible personal property, privilege or license taxes (but not including any federal or other income taxes) and costs and expenses in defending against the same, except to the extent that such costs, expenses, losses, damages, claims and liabilities arise out of the negligence or willful misconduct of such parties. (e) The Master Servicer shall indemnify, defend and hold harmless the Issuer, the Owner TrusteeTrust, the Indenture Trustee, the Backup Servicer Owner Trustee, each Support Provider and the Securityholders their respective officers, directors, agents and employees from and against any and all costs, expenses, losses, claims, damages damages, and liabilities to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or was imposed upon any such Person throughthe Trust, the Owner Trustee or the Indenture Trustee, and the Insurer (to the extent provided in the Insurance Agreement), by reason of the breach of this Agreement by the Master Servicer, the negligence, willful misfeasance misfeasance, or bad faith of the Master Servicer in the performance of its duties under this Agreement or the Series Supplement or by reason of reckless disregard of its obligations and duties under this AgreementAgreement or the Series Supplement, except to the extent that such costs, expenses, losses, damages, claims, and liabilities arise out of the negligence or willful misconduct of the Person seeking indemnification. (df) The Master Servicer (when the Master Servicer is Household Finance Corporation or an Affiliate of Household Finance Corporation) shall indemnify, defend and hold harmless the Owner Trustee and Trust, the Indenture Trustee Trustee, the Owner Trustee, the Insurer (to the extent provided in the Insurance Agreement) and their respective officers, directors, agents and employees from and against any and all costsloss, expenses, losses, claims, damages and liabilities arising out liability or expense incurred by reason of the violation by Master Servicer of federal or incurred state securities laws in connection with the acceptance registration or performance the sale of the trusts and duties herein or the Trust Agreement containedSecurities, except to the extent that such costcosts, expenseexpenses, losslosses, claimdamages, damage or liability (i) shall be due to the willful misfeasanceclaims, bad faith or negligence (except for errors in judgment) and liabilities arise out of the Owner Trustee negligence or the Indenture Trustee, as the case may be; (ii) relates to any tax other than the taxes with respect to which either the Seller or the Master Servicer shall be required to indemnify the Owner Trustee and the Indenture Trustee; (iii) shall arise from the Owner Trustee's or the Indenture Trustee's breach willful misconduct of any of their respective representations or warranties set forth herein, in the Trust Agreement or in the Indenture; or (iv) shall be one as to which the Seller is required to indemnify the Owner Trustee or the Indenture Trustee, as the case may besuch parties. (eg) The Master Servicer shall pay the Owner Trustee compensation, reimbursement or other payments owed to it by the Seller pursuant to Sections 8.01 and 8.02 of the Trust Agreement if the Seller fails to remit such compensation, reimbursement or payment in a timely manner. Indemnification under this Section Article shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement and will survive the early resignation or removal of any of the Trust Agreement parties hereto and shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Master Servicer shall have has made any indemnity payments pursuant to this Section Article and the Person to or on behalf of whom such payments are made recipient thereafter collects any of such amounts from others, such Person the recipient shall promptly repay such amounts collected to the Master Servicer, without interest. Notwithstanding any other provision of this Agreement, the obligations of the Master Servicer shall not terminate or be deemed released upon the resignation or termination of Household Finance Corporation as the Master Servicer and shall survive any termination of this Agreement.

Liability of Master Servicer; Indemnities. Subject to Section 8.02, the The Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Master Servicer under this Agreement. Such obligations shall include the following: (a) The Master Servicer shall indemnify, defend and hold harmless the Issuer, the Owner TrusteeTrustees, the Indenture Trustee, the Backup Servicer Securityholders and the Securityholders Depositor from and against any and all costs, expenses, losses, damages, claims and liabilities, claims, damages and expenses arising out of or resulting from incurred in connection with the use, ownership or operation by the Master Servicer, any Subservicer Servicer or any Affiliate of their respective Affiliates the Master Servicer of a Financed Vehicle. (b) The Master Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee Depositor and the Backup Servicer Trustees from and against any taxes that may at any time be asserted against the Owner Trustee, the Indenture Trustee any such Person as a result of or the Issuer with respect relating to the transactions contemplated hereinherein and in the other Basic Documents, including any sales, gross receipts, gross margin, general corporation, tangible personal property, privilege or license taxes (but not including any taxes asserted with respect to, and as of the date of, the sale of the Contracts Receivables to the Issuer or the issuance and original sale of the Securities, or asserted with respect to ownership of the Contracts, or federal or other State income taxes arising out of distributions on the Securities) and costs and expenses in defending against the samesuch taxes. (c) The Master Servicer shall indemnify, defend and hold harmless the Issuer, the Owner TrusteeTrustees, the Indenture Trustee, the Backup Servicer Securityholders and the Securityholders Depositor from and against any and all costsloss, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, lossliability, claim, damage or liability arose out of, or was imposed upon any such Person through, the negligence, willful misfeasance or bad faith expense incurred by reason of the Master Servicer Servicer’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement or any other Basic Document to which it is a party or by reason of a reckless disregard of its obligations and duties under this AgreementAgreement or any other Basic Document to which it is a party. (d) The Master Servicer shall indemnify, defend and hold harmless the Owner Trustee Trustees and the Indenture Trustee their respective officers, directors, employees and agents from and against any and all costslosses, expenses, lossesliabilities, claims, damages and liabilities expenses arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein or and contained in the Trust Agreement contained(in the case of the Owner Trustee) and contained in the Indenture (in the case of the Indenture Trustee), except to the extent that such costloss, expense, lossliability, claim, damage or liability expense: (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as applicable, (ii) in the case may be; 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, (iiiii) 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 Master Servicer hereunder or (iv) relates to any tax other than to the taxes with respect to which either the Seller Depositor or the Master Servicer shall be required to indemnify the Owner Trustee and the Indenture Trustee; (iii) shall arise from the Owner Trustee's or the Indenture Trustee's breach of any of their respective representations or warranties set forth herein, in the Trust Agreement or in the Indenture; or (iv) shall be one as to which the Seller is required to indemnify the Owner Trustee or the Indenture Trustee, as the case may beapplicable. (e) The Master Servicer shall pay the Owner Trustee compensation, reimbursement or other payments owed to it by the Seller pursuant to Sections 8.01 and 8.02 of the Trust Agreement Agreement. In addition to the foregoing indemnities, if the Seller fails Owner Trustee or the Indenture Trustee is entitled to remit indemnification by the Depositor pursuant to Section 5.02 and the Depositor is unable for any reason to provide such compensationindemnification to the Owner Trustee or the Indenture Trustee, reimbursement then the Master Servicer shall be liable for any indemnification that the Owner Trustee or payment the Indenture Trustee is entitled to under Section 5.02. For purposes of this Section, in the event of a timely mannertermination of the rights and obligations of the Master Servicer (or any Successor Master Servicer) pursuant to Section 7.01 or a resignation by such Master Servicer pursuant to Section 6.05, such Master Servicer shall be deemed to be the Master Servicer pending appointment of a Successor Master Servicer (other than the Indenture Trustee) pursuant to Section 7.02. Indemnification under this Section by the Master Servicer (or any Successor Master Servicer), with respect to the period such Person was (or was deemed to be) the Master Servicer, shall survive the termination of each Person as Master Servicer or a resignation by such Person as Master Servicer, as well as the resignation or removal of the Owner Trustee or the Indenture Trustee Trustee, as the case may be, or the termination of this Agreement of the Trust Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Master Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Master Servicer, as the case may be, without interest.

Liability of Master Servicer; Indemnities. Subject to Section 8.02, the (a) The Master Servicer (in its capacity as such) shall be liable in accordance herewith hereunder only to the extent of the obligations in this Agreement specifically undertaken by the Master Servicer under this Agreement. Such obligations shall include and the following:representations made by the Master Servicer. (ab) The Master Servicer shall indemnifydefend, defend indemnify and hold harmless the IssuerTrust, the Administrator, the Indenture Trustee, the Owner Trustee, the Indenture Delaware Trustee, the Backup Servicer each Support Provider and the Securityholders their respective officers, directors, agents and employees, from and against any and all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from the use, ownership or operation by the Master Servicerof, or lien on, any Subservicer or any of their respective Affiliates of a Financed Vehicle. (bc) The Master Servicer (when the Master Servicer is HSBC Finance Corporation or an Affiliate of HSBC Finance Corporation) shall indemnify, defend and hold harmless the IssuerTrust, the Administrator, the Indenture Trustee, the Owner Trustee, the Indenture Trustee Delaware Trustee, each Support Provider and the Backup Servicer their respective officers, directors, agents and employees and from and against any taxes that may at any time be asserted against the Owner Trustee, the Indenture Trustee or the Issuer any of such parties with respect to the transactions contemplated hereinin this Agreement, including including, without limitation, any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but 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, or asserted with respect to ownership of the Contracts, or federal or other income taxes arising out of distributions on the Securitiestaxes) and costs and expenses in defending against the same, except to the extent that such costs, expenses, losses, damages, claims and liabilities arise out of the negligence or willful misconduct of such parties. The Master Servicer hereby agrees to indemnify the Indenture Trustee as set forth in Section 6.7(b) of the Indenture and the Administrator as set forth in Section 6.17(b) of the Indenture. (cd) The Master Servicer (when the Master Servicer is not HSBC Finance Corporation) shall indemnify, defend and hold harmless the Trust, the Administrator, the Indenture Trustee, the Owner Trustee, the Delaware Trustee, each Support Provider and their respective officers, directors, agents and employees from and against any taxes with respect to the sale of Receivables in connection with servicing hereunder that may at any time be asserted against any of such parties with respect to the transactions contemplated in this Agreement, including, without limitation, any sales, gross receipts, tangible or intangible personal property, privilege or license taxes (but not including any federal or other income taxes) and costs and expenses in defending against the same, except to the extent that such costs, expenses, losses, damages, claims and liabilities arise out of the negligence or willful misconduct of such parties. (e) The Master Servicer shall indemnify, defend and hold harmless the IssuerTrust, the Administrator, the Indenture Trustee, the Owner Trustee, the Indenture Delaware Trustee, the Backup Servicer each Support Provider and the Securityholders their respective officers, directors, agents and employees from and against any and all costs, expenses, losses, claims, damages damages, and liabilities to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or was imposed upon any such Person throughthe Trust, the Administrator, the Indenture Trustee or the Owner Trustee, by reason of the breach of this Agreement by the Master Servicer, the negligence, willful misfeasance misfeasance, or bad faith of the Master Servicer in the performance of its duties under this Agreement or the Series Supplement or by reason of reckless disregard of its obligations and duties under this AgreementAgreement or the Series Supplement, except to the extent that such costs, expenses, losses, damages, claims, and liabilities arise out of the negligence or willful misconduct of the Person seeking indemnification. (df) The Master Servicer (when the Master Servicer is HSBC Finance Corporation or an Affiliate of HSBC Finance Corporation) shall indemnify, defend and hold harmless the Trust, the Administrator, the Indenture Trustee, the Owner Trustee, the Delaware Trustee and the Indenture Trustee their respective officers, directors, agents and employees from and against any and all costsloss, expenses, losses, claims, damages and liabilities arising out liability or expense incurred by reason of the violation by Master Servicer of federal or incurred state securities laws in connection with the acceptance registration or performance the sale of the trusts and duties herein or the Trust Agreement containedSecurities, except to the extent that such costcosts, expenseexpenses, losslosses, claimdamages, damage or liability (i) shall be due to the willful misfeasanceclaims, bad faith or negligence (except for errors in judgment) and liabilities arise out of the Owner Trustee negligence or the Indenture Trustee, as the case may be; (ii) relates to any tax other than the taxes with respect to which either the Seller or the Master Servicer shall be required to indemnify the Owner Trustee and the Indenture Trustee; (iii) shall arise from the Owner Trustee's or the Indenture Trustee's breach willful misconduct of any of their respective representations or warranties set forth herein, in the Trust Agreement or in the Indenture; or (iv) shall be one as to which the Seller is required to indemnify the Owner Trustee or the Indenture Trustee, as the case may besuch parties. (eg) The Master Servicer shall pay the Owner Trustee compensation, reimbursement or other payments owed to it by the Seller pursuant to Sections 8.01 and 8.02 of the Trust Agreement if the Seller fails to remit such compensation, reimbursement or payment in a timely manner. Indemnification under this Section Article shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement and will survive the early resignation or removal of any of the Trust Agreement parties hereto and shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Master Servicer shall have has made any indemnity payments pursuant to this Section Article and the Person to or on behalf of whom such payments are made recipient thereafter collects any of such amounts from others, such Person the recipient shall promptly repay such amounts collected to the Master Servicer, without interest. Notwithstanding any other provision of this Agreement, the obligations of the Master Servicer shall not terminate or be deemed released upon the resignation or termination of HSBC Finance Corporation as the Master Servicer and shall survive any termination of this Agreement.

Liability of Master Servicer; Indemnities. Subject to Section 8.02, the (a) The Master Servicer (in its capacity as such) shall be liable in accordance herewith hereunder only to the extent of the obligations in this Agreement specifically undertaken by the Master Servicer under this Agreement. Such obligations shall include and the following:representations made by the Master Servicer. (ab) The Master Servicer shall indemnifydefend, defend indemnify and hold harmless the IssuerTrust, the Owner TrusteeTrustee and their respective officers, the Indenture Trusteedirectors, the Backup Servicer agents and the Securityholders employees, from and against any and all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from the use, ownership or operation by the Master Servicerof, or lien on, any Subservicer or any of their respective Affiliates of a Financed Vehicle.; (bc) The Master Servicer (when the Master Servicer is Household or an Affiliate of Household) shall indemnify, defend and hold harmless the IssuerTrust, the Owner Trustee, the Indenture Trustee and the Backup Servicer their respective officers, directors, agents and employees and from and against any taxes that may at any time be asserted against the Owner Trustee, the Indenture Trustee or the Issuer any of such parties with respect to the transactions contemplated hereinin this Agreement, including including, without limitation, any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but not including any Federal or other income taxes, including franchise taxes asserted with respect to, and as of the date of, the sale of the Contracts Receivables and the Other Conveyed Property to the Issuer Trust or the issuance and original sale of the Securities, or asserted with respect to ownership any Series of the Contracts, or federal or other income taxes arising out of distributions on the SecuritiesCertificates) and costs and expenses in defending against the same., except to the extent that such costs, expenses, losses, damages, claims and liabilities arise out of the negligence or willful misconduct of such parties; The Master Servicer (when the Master Servicer is not Household) shall indemnify, defend and hold harmless the Trust, the Trustee and their respective officers, directors, agents and employees from and against any taxes with respect to the sale of Receivables in connection with servicing hereunder that may at any time be asserted against any of such parties with respect to the transactions contemplated in this Agreement, including, without limitation, any sales, gross receipts, tangible or intangible personal property, privilege or license taxes (but not including any Federal or other income taxes, including franchise taxes asserted with respect to, and as of the date of, the sale of the Trust Estate to the Trust or the issuance and original sale of the Certificates) and costs and expenses in defending against the same; and (cd) The Master Servicer shall indemnify, defend and hold harmless the IssuerTrust, the Owner Trustee, the Indenture Trusteeand their respective officers, the Backup Servicer directors, agents and the Securityholders employees from and against any and all costs, expenses, losses, claims, damages damages, and liabilities to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or was imposed upon any such Person throughthe Trust or the Trustee by reason of the breach of this Agreement by the Master Servicer, the negligence, willful misfeasance misfeasance, or bad faith of the Master Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement, except to the extent that such costs, expenses, losses, damages, claims, and liabilities arise out of the negligence or willful misconduct of the Person seeking indemnification. (de) The Master Servicer shall indemnify, defend and hold harmless the Owner Trust, the Trustee and the Indenture Trustee their respective officers, directors, agents and employees from and against any and all costsloss, expenses, losses, claims, damages and liabilities arising out liability or expense incurred by reason of the violation by Master Servicer of Federal or incurred state securities laws in connection with the acceptance registration or performance the sale of the trusts and duties herein or the Trust Agreement containedSecurities, except to the extent that such costcosts, expenseexpenses, losslosses, claimdamages, damage or liability (i) shall be due to the willful misfeasanceclaims, bad faith or negligence (except for errors in judgment) and liabilities arise out of the Owner Trustee negligence or the Indenture Trustee, as the case may be; (ii) relates to any tax other than the taxes with respect to which either the Seller or the Master Servicer shall be required to indemnify the Owner Trustee and the Indenture Trustee; (iii) shall arise from the Owner Trustee's or the Indenture Trustee's breach willful misconduct of any of their respective representations or warranties set forth herein, in the Trust Agreement or in the Indenture; or (iv) shall be one as to which the Seller is required to indemnify the Owner Trustee or the Indenture Trustee, as the case may besuch parties. (ef) The Master Servicer shall pay the Owner Trustee compensation, reimbursement or other payments owed to it by the Seller pursuant to Sections 8.01 and 8.02 of the Trust Agreement if the Seller fails to remit such compensation, reimbursement or payment in a timely manner. Indemnification under this Section Article shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement and will survive the early resignation or removal of any of the Trust Agreement parties hereto and shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Master Servicer shall have has made any indemnity payments pursuant to this Section Article and the Person to or on behalf of whom such payments are made recipient thereafter collects any of such amounts from others, such Person the recipient shall promptly repay such amounts collected to the Master Servicer, without interest. Notwithstanding any other provision of this Agreement, the obligations of the Master Servicer shall not terminate or be deemed released upon the resignation or termination of Household as the Master Servicer and shall survive any termination of this Agreement.

Liability of Master Servicer; Indemnities. Subject to Section 8.02, the (a) The Master Servicer (in its capacity as such) shall be liable in accordance herewith hereunder only to the extent of the obligations in this Agreement specifically undertaken by the Master Servicer under this Agreement. Such obligations shall include and the following:representations made by the Master Servicer. (ab) The Master Servicer shall indemnifydefend, defend indemnify and hold harmless the Issuer, the Owner TrusteeTrust, the Indenture Trustee, the Backup Servicer Owner Trustee, each Support Provider and the Securityholders their respective officers, directors, agents and employees, from and against any and all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from the use, ownership or operation by the Master Servicerof, or lien on, any Subservicer or any of their respective Affiliates of a Financed Vehicle. (bc) The Master Servicer (when the Master Servicer is Household Finance Corporation or an Affiliate of Household Finance Corporation) shall indemnify, defend and hold harmless the IssuerTrust, the Indenture Trustee, the Owner Trustee, the Indenture Trustee each Support Provider and the Backup Servicer their respective officers, directors, agents and employees and from and against any taxes that may at any time be asserted against the Owner Trustee, the Indenture Trustee or the Issuer any of such parties with respect to the transactions contemplated hereinin this Agreement, including including, without limitation, any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but 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, or asserted with respect to ownership of the Contracts, or federal or other income taxes arising out of distributions on the Securitiestaxes) and costs and expenses in defending against the same, except to the extent that such costs, expenses, losses, damages, claims and liabilities arise out of the negligence or willful misconduct of such parties. (cd) The Master Servicer (when the Master Servicer is not Household Finance Corporation) shall indemnify, defend and hold harmless the Trust, the Indenture Trustee, the Owner Trustee, the Delaware Trustee, each Support Provider and their respective officers, directors, agents and employees from and against any taxes with respect to the sale of Receivables in connection with servicing hereunder that may at any time be asserted against any of such parties with respect to the transactions contemplated in this Agreement, including, without limitation, any sales, gross receipts, tangible or intangible personal property, privilege or license taxes (but not including any federal or other income taxes) and costs and expenses in defending against the same, except to the extent that such costs, expenses, losses, damages, claims and liabilities arise out of the negligence or willful misconduct of such parties. (e) The Master Servicer shall indemnify, defend and hold harmless the IssuerTrust, the Indenture Trustee, the Owner Trustee, the Indenture Delaware Trustee, the Backup Servicer each Support Provider and the Securityholders their respective officers, directors, agents and employees from and 47 against any and all costs, expenses, losses, claims, damages damages, and liabilities to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or was imposed upon any such Person throughthe Trust, the Owner Trustee or the Indenture Trustee, and the Insurer (to the extent provided in the Insurance Agreement), by reason of the breach of this Agreement by the Master Servicer, the negligence, willful misfeasance misfeasance, or bad faith of the Master Servicer in the performance of its duties under this Agreement or the Series Supplement or by reason of reckless disregard of its obligations and duties under this AgreementAgreement or the Series Supplement, except to the extent that such costs, expenses, losses, damages, claims, and liabilities arise out of the negligence or willful misconduct of the Person seeking indemnification. (df) The Master Servicer (when the Master Servicer is Household Finance Corporation or an Affiliate of Household Finance Corporation) shall indemnify, defend and hold harmless the Owner Trustee and Trust, the Indenture Trustee Trustee, the Owner Trustee, the Delaware Trustee, the Insurer (to the extent provided in the Insurance Agreement) and their respective officers, directors, agents and employees from and against any and all costsloss, expenses, losses, claims, damages and liabilities arising out liability or expense incurred by reason of the violation by Master Servicer of federal or incurred state securities laws in connection with the acceptance registration or performance the sale of the trusts and duties herein or the Trust Agreement containedSecurities, except to the extent that such costcosts, expenseexpenses, losslosses, claimdamages, damage or liability (i) shall be due to the willful misfeasanceclaims, bad faith or negligence (except for errors in judgment) and liabilities arise out of the Owner Trustee negligence or the Indenture Trustee, as the case may be; (ii) relates to any tax other than the taxes with respect to which either the Seller or the Master Servicer shall be required to indemnify the Owner Trustee and the Indenture Trustee; (iii) shall arise from the Owner Trustee's or the Indenture Trustee's breach willful misconduct of any of their respective representations or warranties set forth herein, in the Trust Agreement or in the Indenture; or (iv) shall be one as to which the Seller is required to indemnify the Owner Trustee or the Indenture Trustee, as the case may besuch parties. (eg) The Master Servicer shall pay the Owner Trustee compensation, reimbursement or other payments owed to it by the Seller pursuant to Sections 8.01 and 8.02 of the Trust Agreement if the Seller fails to remit such compensation, reimbursement or payment in a timely manner. Indemnification under this Section Article shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement and will survive the early resignation or removal of any of the Trust Agreement parties hereto and shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Master Servicer shall have has made any indemnity payments pursuant to this Section Article and the Person to or on behalf of whom such payments are made recipient thereafter collects any of such amounts from others, such Person the recipient shall promptly repay such amounts collected to the Master Servicer, without interest. Notwithstanding any other provision of this Agreement, the obligations of the Master Servicer shall not terminate or be deemed released upon the resignation or termination of Household Finance Corporation as the Master Servicer and shall survive any termination of this Agreement.

Liability of Master Servicer; Indemnities. Subject to Section 8.02, the Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Master Servicer under this Agreement. Such obligations shall include the following: (a) The Master Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Backup Servicer Securityholders and the Securityholders Insurer from and against any and all costs, expenses, losses, damages, claims and liabilities, arising out of or resulting from the use, ownership or operation by the Master Servicer, any Subservicer or any of their respective Affiliates of a Financed Vehicle. (b) The Master Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Backup Servicer Insurer from and against any taxes that may at any time be asserted against the Owner Trustee, the Indenture Trustee or the Issuer with respect to the transactions contemplated herein, including including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but 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, or asserted with respect to ownership of the Contracts, or federal or other income taxes arising out of distributions on the Securities) and costs and expenses in defending against the same. (c) The Master Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Backup Servicer Insurer and the Securityholders from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Master Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. (d) The Master Servicer shall indemnify, defend and hold harmless the Owner Trustee, the Indenture Trustee and the Indenture Trustee Insurer from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein or the Trust Agreement contained, except to the extent that such cost, expense, loss, claim, damage or liability (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as the case may be; (ii) relates to any tax other than the taxes with respect to which either the Seller or the Master Servicer shall be required to indemnify the Owner Trustee and the Indenture Trustee; (iii) shall arise from the Owner Trustee's or the Indenture Trustee's breach of any of their respective representations or warranties set forth herein, in the Trust Agreement or in the Indenture; or (iv) shall be one as to which the Seller is required to indemnify the Owner Trustee or the Indenture Trustee, as the case may be. (e) The Master Servicer shall pay the Owner Trustee compensation, reimbursement or other payments owed to it by the Seller pursuant to Sections Section 8.01 and 8.02 of the Trust Agreement if the Seller fails to remit such compensation, reimbursement or payment in a timely manner. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement of the Trust Agreement and shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Master Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Master Servicer, without interest.

Liability of Master Servicer; Indemnities. Subject to Section 8.02, the (a) The Master Servicer (in its capacity as such) shall be liable in accordance herewith hereunder only to the extent of the obligations in this Agreement specifically undertaken by the Master Servicer under this Agreement. Such obligations shall include and the following:representations made by the Master Servicer. (ab) The Master Servicer shall indemnifydefend, defend indemnify and hold harmless the IssuerTrust, the Trustee, the Owner TrusteeTrustee and their respective officers, the Indenture Trusteedirectors, the Backup Servicer agents and the Securityholders employees, from and against any and all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from the use, ownership or operation by the Master Servicerof, or lien on, any Subservicer or any of their respective Affiliates of a Financed Vehicle.; (bc) The Master Servicer (when the Master Servicer is Household or an Affiliate of Household) shall indemnify, defend and hold harmless the IssuerTrust, the Trustee, the Owner Trustee, the Indenture Trustee and the Backup Servicer their respective officers, directors, agents and employees and from and against any taxes that may at any time be asserted against the Owner Trustee, the Indenture Trustee or the Issuer any of such parties with respect to the transactions contemplated hereinin this Agreement, including including, without limitation, any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but not including any federal or other income taxes, including franchise taxes asserted with respect to, and as of the date of, the sale of the Contracts Receivables and the Other Conveyed Property to the Issuer Trust or the issuance and original sale of any Series of the SecuritiesNotes) and costs and expenses in defending against the same, except to the extent that such costs, expenses, losses, damages, claims and liabilities arise out of the negligence or asserted willful misconduct of such parties; The Master Servicer (when the Master Servicer is not Household) shall indemnify, defend and hold harmless the Trust, the Trustee, the Owner Trustee and their respective officers, directors, agents and employees from and against any taxes with respect to ownership the sale of Receivables in connection with servicing hereunder that may at any time be asserted against any of such parties with respect to the Contractstransactions contemplated in this Agreement, including, without limitation, any sales, gross receipts, tangible or intangible personal property, privilege or license taxes (but not including any federal or other income taxes, including franchise taxes arising out asserted with respect to, and as of distributions on the date of, the sale of the Series Trust Estate to the Trust or the issuance and original sale of the Securities) and costs and expenses in defending against the same.; and (cd) The Master Servicer shall indemnify, defend and hold harmless the IssuerTrust, the Trustee, the Owner Trustee, the Indenture Trusteeeach Series Support Provider and their respective officers, the Backup Servicer directors, agents and the Securityholders employees from and against any and all costs, expenses, losses, claims, damages damages, and liabilities to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or was imposed upon any such Person throughthe Trust or the Trustee by reason of the breach of this Agreement by the Master Servicer, the negligence, willful misfeasance misfeasance, or bad faith of the Master Servicer in the performance of its duties under this Agreement or any Series Supplement or by reason of reckless disregard of its obligations and duties under this AgreementAgreement or any Series Supplement, except to the extent that such costs, expenses, losses, damages, claims, and liabilities arise out of the negligence or willful misconduct of the Person seeking indemnification. (de) The Master Servicer shall indemnify, defend and hold harmless the Trust, the Trustee, the Owner Trustee and the Indenture Trustee their respective officers, directors, agents and employees from and against any and all costsloss, expenses, losses, claims, damages and liabilities arising out liability or expense incurred by reason of the violation by Master Servicer of federal or incurred state securities laws in connection with the acceptance registration or performance the sale of the trusts and duties herein or the Trust Agreement containedSecurities, except to the extent that such costcosts, expenseexpenses, losslosses, claimdamages, damage or liability (i) shall be due to the willful misfeasanceclaims, bad faith or negligence (except for errors in judgment) and liabilities arise out of the Owner Trustee negligence or the Indenture Trustee, as the case may be; (ii) relates to any tax other than the taxes with respect to which either the Seller or the Master Servicer shall be required to indemnify the Owner Trustee and the Indenture Trustee; (iii) shall arise from the Owner Trustee's or the Indenture Trustee's breach willful misconduct of any of their respective representations or warranties set forth herein, in the Trust Agreement or in the Indenture; or (iv) shall be one as to which the Seller is required to indemnify the Owner Trustee or the Indenture Trustee, as the case may besuch parties. (ef) The Master Servicer shall pay the Owner Trustee compensation, reimbursement or other payments owed to it by the Seller pursuant to Sections 8.01 and 8.02 of the Trust Agreement if the Seller fails to remit such compensation, reimbursement or payment in a timely manner. Indemnification under this Section Article shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement and will survive the early resignation or removal of any of the Trust Agreement parties hereto and shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Master Servicer shall have has made any indemnity payments pursuant to this Section Article and the Person to or on behalf of whom such payments are made recipient thereafter collects any of such amounts from others, such Person the recipient shall promptly repay such amounts collected to the Master Servicer, without interest. Notwithstanding any other provision of this Agreement, the obligations of the Master Servicer shall not terminate or be deemed released upon the resignation or termination of Household as the Master Servicer and shall survive any termination of this Agreement.

Liability of Master Servicer; Indemnities. Subject to Section 8.02, the Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Master Servicer under this Agreement. Such obligations shall include the following: (a) The Master Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Backup Servicer Securityholders and the Securityholders Insurer from and against any and all costs, expenses, losses, damages, claims and liabilities, arising out of or resulting from the use, ownership or operation by the Master Servicer, any Subservicer or any of their respective Affiliates of a Financed Vehicle. (b) The Master Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Backup Servicer Insurer from and against any taxes that may at any time be asserted against the Owner Trustee, the Indenture Trustee or the Issuer with respect to the transactions contemplated herein, including including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but 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, or asserted with respect to ownership of the Contracts, or federal or other income taxes arising out of distributions on the Securities) and costs and expenses in defending against the same. (c) The Master Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Backup Servicer Insurer and the Securityholders from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Master Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. (d) The Master Servicer shall indemnify, defend and hold harmless the Owner Trustee, the Indenture Trustee and the Indenture Trustee Insurer from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein or the Trust Agreement contained, except to the extent that such cost, expense, loss, claim, damage or liability (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as the case may be; (ii) relates to any tax other than the taxes with respect to which either the Seller or the Master Servicer shall be required to indemnify the Owner Trustee and the Indenture Trustee; (iii) shall arise from the Owner Trustee's or the Indenture Trustee's breach of any of their respective representations or warranties set forth herein, in the Trust Agreement or in the Indenture; or (iv) shall be one as to which the Seller is required to indemnify the Owner Trustee or the Indenture Trustee, as the case may be. (e) The Master Servicer shall pay the Owner Trustee compensation, reimbursement or other payments owed to it by the Seller pursuant to Sections 8.01 and 8.02 of the Trust Agreement if the Seller fails to remit such compensation, reimbursement or payment in a timely manner. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement of the Trust Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Master Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Master Servicer, without interest.

Liability of Master Servicer; Indemnities. Subject to Section 8.02, the (a) The Master Servicer (in its capacity as such) shall be liable in accordance herewith hereunder only to the extent of the 44 obligations in this Agreement specifically undertaken by the Master Servicer under this Agreement. Such obligations shall include and the following:representations made by the Master Servicer. (ab) The Master Servicer shall indemnifydefend, defend indemnify and hold harmless the Issuer, the Owner TrusteeTrust, the Indenture Trustee, the Backup Servicer Owner Trustee, each Support Provider and the Securityholders their respective officers, directors, agents and employees, from and against any and all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from the use, ownership or operation by the Master Servicerof, or lien on, any Subservicer or any of their respective Affiliates of a Financed Vehicle. (bc) The Master Servicer (when the Master Servicer is Household Finance Corporation or an Affiliate of Household Finance Corporation) shall indemnify, defend and hold harmless the IssuerTrust, the Indenture Trustee, the Owner Trustee, the Indenture Trustee each Support Provider and the Backup Servicer their respective officers, directors, agents and employees and from and against any taxes that may at any time be asserted against the Owner Trustee, the Indenture Trustee or the Issuer any of such parties with respect to the transactions contemplated hereinin this Agreement, including including, without limitation, any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but not including any federal or other income taxes, including franchise taxes asserted with respect to, and as of the date of, the sale of the Contracts Receivables and the Other Conveyed Property to the Issuer Trust or the issuance and original sale of the SecuritiesNotes) and costs and expenses in defending against the same, except to the extent that such costs, expenses, losses, damages, claims and liabilities arise out of the negligence or asserted willful misconduct of such parties. (d) The Master Servicer (when the Master Servicer is not Household Finance Corporation) shall indemnify, defend and hold harmless the Trust, the Indenture Trustee, the Owner Trustee, the Delaware Trustee, each Support Provider and their respective officers, directors, agents and employees from and against any taxes with respect to ownership the sale of Receivables in connection with servicing hereunder that may at any time be asserted against any of such parties with respect to the Contractstransactions contemplated in this Agreement, including, without limitation, any sales, gross receipts, tangible or intangible personal property, privilege or license taxes (but not including any federal or other income taxes, including franchise taxes arising out asserted with respect to, and as of distributions on the date of, the sale of the Owner Trust Estate to the Trust or the issuance and original sale of the Securities) and costs and expenses in defending against the same, except to the extent that such costs, expenses, losses, damages, claims and liabilities arise out of the negligence or willful misconduct of such parties. (ce) The Master Servicer shall indemnify, defend and hold harmless the IssuerTrust, the Indenture Trustee, the Owner Trustee, the Indenture Delaware Trustee, the Backup Servicer each Support Provider and the Securityholders their respective officers, directors, agents and employees from and against any and all costs, expenses, losses, claims, damages damages, and liabilities to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or was imposed upon any such Person throughthe Trust, the Owner Trustee or the Indenture Trustee, and each Support Provider by reason of the breach of this Agreement by the Master Servicer, the negligence, willful misfeasance misfeasance, or bad faith of the Master Servicer in the performance of its duties under this Agreement or the Series Supplement or by reason of reckless disregard of its obligations and duties under this AgreementAgreement or the Series Supplement, except to the extent that such costs, expenses, losses, damages, claims, and liabilities arise out of the negligence or willful misconduct of the Person seeking indemnification. (df) The Master Servicer (when the Master Servicer is Household Finance Corporation or an Affiliate of Household Finance Corporation) shall indemnify, defend and hold harmless the Owner Trustee and Trust, the Indenture Trustee Trustee, the Owner Trustee, the Delaware Trustee, each Support Provider and their respective officers, directors, agents and employees from and against any and all costsloss, expenses, losses, claims, damages and liabilities arising out liability or expense incurred by reason of the violation by Master Servicer of federal or incurred state securities laws in connection with the acceptance registration or performance the sale of the trusts and duties herein or the Trust Agreement containedSecurities, except to the extent that such costcosts, expenseexpenses, losslosses, claimdamages, damage or liability (i) shall be due to the willful misfeasanceclaims, bad faith or negligence (except for errors in judgment) and liabilities arise out of the Owner Trustee negligence or the Indenture Trustee, as the case may be; (ii) relates to any tax other than the taxes with respect to which either the Seller or the Master Servicer shall be required to indemnify the Owner Trustee and the Indenture Trustee; (iii) shall arise from the Owner Trustee's or the Indenture Trustee's breach willful misconduct of any of their respective representations or warranties set forth herein, in the Trust Agreement or in the Indenture; or (iv) shall be one as to which the Seller is required to indemnify the Owner Trustee or the Indenture Trustee, as the case may besuch parties. (eg) The Master Servicer shall pay the Owner Trustee compensation, reimbursement or other payments owed to it by the Seller pursuant to Sections 8.01 and 8.02 of the Trust Agreement if the Seller fails to remit such compensation, reimbursement or payment in a timely manner. Indemnification under this Section Article shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement and will survive the early resignation or removal of any of the Trust Agreement parties hereto and shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Master Servicer shall have has made any indemnity payments pursuant to this Section Article and the Person to or on behalf of whom such payments are made recipient thereafter collects any of such amounts from others, such Person the recipient shall promptly repay such amounts collected to the Master Servicer, without interest. Notwithstanding any other provision of this Agreement, the obligations of the Master Servicer shall not terminate or be deemed released upon the resignation or termination of Household Finance Corporation as the Master Servicer and shall survive any termination of this Agreement.

Liability of Master Servicer; Indemnities. Subject to Section 8.02, the (a) The Master Servicer (in its capacity as such) shall be liable in accordance herewith hereunder only to the extent of the obligations in this Agreement specifically undertaken by the Master Servicer under this Agreement. Such obligations shall include and the following:representations made by the Master Servicer. (ab) The Master Servicer shall indemnifydefend, defend indemnify and hold harmless the Issuer, the Owner TrusteeTrust, the Indenture Trustee, the Backup Servicer Owner Trustee and the Securityholders their respective officers, directors, agents and employees, from and against any and all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from the use, ownership or operation by the Master Servicerof, or lien on, any Subservicer or any of their respective Affiliates of a Financed Vehicle.; (bc) The Master Servicer (when the Master Servicer is Household or an Affiliate of Household) shall indemnify, defend and hold harmless the IssuerTrust, the Indenture Trustee, the Owner Trustee, the Indenture Trustee and the Backup Servicer their respective officers, directors, agents and employees and from and against any taxes that may at any time be asserted against the Owner Trustee, the Indenture Trustee or the Issuer any of such parties with respect to the transactions contemplated hereinin this Agreement, including including, without limitation, any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but not including any Federal or other income taxes, including franchise taxes asserted with respect to, and as of the date of, the sale of the Contracts Receivables and the Other Conveyed Property to the Issuer Trust or the issuance and original sale of any Series of the SecuritiesNotes) and costs and expenses in defending against the same, except to the extent that such costs, expenses, losses, damages, claims and liabilities arise out of the negligence or willful misconduct of such parties; The Master Servicer (when the Master Servicer is not Household) shall indemnify, defend and hold harmless the Trust, the Indenture Trustee, the Owner Trustee and their respective officers, directors, agents and employees from and against any taxes with respect to the sale of Receivables in connection with servicing hereunder that may at any time be asserted against any of such parties with respect to the transactions contemplated in this Agreement, including, without limitation, any sales, gross receipts, tangible or intangible personal property, privilege or license taxes (but not including any Federal or other income taxes, including franchise taxes asserted with respect to ownership to, and as of the Contractsdate of, the sale of the Series Trust Estate to the Trust or federal or other income taxes arising out the issuance and original sale of distributions on the Securities) and costs and expenses in defending against the same.; and (cd) The Master Servicer shall indemnify, defend and hold harmless the Issuer, the Owner TrusteeTrust, the Indenture Trustee, the Backup Servicer Owner Trustee, each Series Support Provider and the Securityholders their respective officers, directors, agents and employees from and against any and all costs, expenses, losses, claims, damages damages, and liabilities to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or was imposed upon any such Person throughthe Trust or the Indenture Trustee by reason of the breach of this Agreement by the Master Servicer, the negligence, willful misfeasance misfeasance, or bad faith of the Master Servicer in the performance of its duties under this Agreement or any Series Supplement or by reason of reckless disregard of its obligations and duties under this AgreementAgreement or any Series Supplement, except to the extent that such costs, expenses, losses, damages, claims, and liabilities arise out of the negligence or willful misconduct of the Person seeking indemnification. (de) The Master Servicer shall indemnify, defend and hold harmless the Trust, the Indenture Trustee, the Owner Trustee and the Indenture Trustee their respective officers, directors, agents and employees from and against any and all costsloss, expenses, losses, claims, damages and liabilities arising out liability or expense incurred by reason of the violation by Master Servicer of Federal or incurred state securities laws in connection with the acceptance registration or performance the sale of the trusts and duties herein or the Trust Agreement containedSecurities, except to the extent that such costcosts, expenseexpenses, losslosses, claimdamages, damage or liability (i) shall be due to the willful misfeasanceclaims, bad faith or negligence (except for errors in judgment) and liabilities arise out of the Owner Trustee negligence or the Indenture Trustee, as the case may be; (ii) relates to any tax other than the taxes with respect to which either the Seller or the Master Servicer shall be required to indemnify the Owner Trustee and the Indenture Trustee; (iii) shall arise from the Owner Trustee's or the Indenture Trustee's breach willful misconduct of any of their respective representations or warranties set forth herein, in the Trust Agreement or in the Indenture; or (iv) shall be one as to which the Seller is required to indemnify the Owner Trustee or the Indenture Trustee, as the case may besuch parties. (ef) The Master Servicer shall pay the Owner Trustee compensation, reimbursement or other payments owed to it by the Seller pursuant to Sections 8.01 and 8.02 of the Trust Agreement if the Seller fails to remit such compensation, reimbursement or payment in a timely manner. Indemnification under this Section Article shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement and will survive the early resignation or removal of any of the Trust Agreement parties hereto and shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Master Servicer shall have has made any indemnity payments pursuant to this Section Article and the Person to or on behalf of whom such payments are made recipient thereafter collects any of such amounts from others, such Person the recipient shall promptly repay such amounts collected to the Master Servicer, without interest. Notwithstanding any other provision of this Agreement, the obligations of the Master Servicer shall not terminate or be deemed released upon the resignation or termination of Household as the Master Servicer and shall survive any termination of this Agreement.

Liability of Master Servicer; Indemnities. Subject to Section 8.02, the (a) The Master Servicer (in its capacity as such) shall be liable in accordance herewith hereunder only to the extent of the obligations in this Agreement specifically undertaken by the Master Servicer under this Agreement. Such obligations shall include and the following:representations made by the Master Servicer. (ab) The Master Servicer shall indemnifydefend, defend indemnify and hold harmless the IssuerTrust, the Owner TrusteeAdministrator, the Indenture Trustee, the Backup Servicer Owner Trustee, each Support Provider and the Securityholders their respective officers, directors, agents and employees, from and against any and all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from the use, ownership or operation by the Master Servicerof, or lien on, any Subservicer or any of their respective Affiliates of a Financed Vehicle. (bc) The Master Servicer (when the Master Servicer is HSBC Finance Corporation or an Affiliate of HSBC Finance Corporation) shall indemnify, defend and hold harmless the IssuerTrust, the Administrator, the Indenture Trustee, the Owner Trustee, the Indenture Trustee each Support Provider and the Backup Servicer their respective officers, directors, agents and employees and from and against any taxes that may at any time be asserted against the Owner Trustee, the Indenture Trustee or the Issuer any of such parties with respect to the transactions contemplated hereinin this Agreement, including including, without limitation, any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but 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, or asserted with respect to ownership of the Contracts, or federal or other income taxes arising out of distributions on the Securitiestaxes) and costs and expenses in defending against the same, except to the extent that such costs, expenses, losses, damages, claims and liabilities arise out of the negligence or willful misconduct of such parties. The Master Servicer hereby agrees to indemnify the Administrator as set forth in Section 6.17(b) of the Indenture. (cd) The Master Servicer (when the Master Servicer is not HSBC Finance Corporation) shall indemnify, defend and hold harmless the Trust, the Administrator, the Indenture Trustee, the Owner Trustee, each Support Provider and their respective officers, directors, agents and employees from and against any taxes with respect to the sale of Receivables in connection with servicing hereunder that may at any time be asserted against any of such parties with respect to the transactions contemplated in this Agreement, including, without limitation, any sales, gross receipts, tangible or intangible personal property, privilege or license taxes (but not including any federal or other income taxes) and costs and expenses in defending against the same, except to the extent that such costs, expenses, losses, damages, claims and liabilities arise out of the negligence or willful misconduct of such parties. (e) The Master Servicer shall indemnify, defend and hold harmless the IssuerTrust, the Owner TrusteeAdministrator, the Indenture Trustee, the Backup Servicer Owner Trustee, each Support Provider and the Securityholders their respective officers, directors, agents and employees from and against any and all costs, expenses, losses, claims, damages damages, and liabilities to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or was imposed upon any such Person throughthe Trust, the Administrator, the Indenture Trustee or the Owner Trustee, by reason of the breach of this Agreement by the Master Servicer, the negligence, willful misfeasance misfeasance, or bad faith of the Master Servicer in the performance of its duties under this Agreement or the Series Supplement or by reason of reckless disregard of its obligations and duties under this AgreementAgreement or the Series Supplement, except to the extent that such costs, expenses, losses, damages, claims, and liabilities arise out of the negligence or willful misconduct of the Person seeking indemnification. (df) The Master Servicer (when the Master Servicer is HSBC Finance Corporation or an Affiliate of HSBC Finance Corporation) shall indemnify, defend and hold harmless the Trust, the Administrator, the Indenture Trustee, the Owner Trustee and the Indenture Trustee their respective officers, directors, agents and employees from and against any and all costsloss, expenses, losses, claims, damages and liabilities arising out liability or expense incurred by reason of the violation by Master Servicer of federal or incurred state securities laws in connection with the acceptance registration or performance the sale of the trusts and duties herein or the Trust Agreement containedSecurities, except to the extent that such costcosts, expenseexpenses, losslosses, claimdamages, damage or liability (i) shall be due to the willful misfeasanceclaims, bad faith or negligence (except for errors in judgment) and liabilities arise out of the Owner Trustee negligence or the Indenture Trustee, as the case may be; (ii) relates to any tax other than the taxes with respect to which either the Seller or the Master Servicer shall be required to indemnify the Owner Trustee and the Indenture Trustee; (iii) shall arise from the Owner Trustee's or the Indenture Trustee's breach willful misconduct of any of their respective representations or warranties set forth herein, in the Trust Agreement or in the Indenture; or (iv) shall be one as to which the Seller is required to indemnify the Owner Trustee or the Indenture Trustee, as the case may besuch parties. (eg) The Master Servicer shall pay the Owner Trustee compensation, reimbursement or other payments owed to it by the Seller pursuant to Sections 8.01 and 8.02 of the Trust Agreement if the Seller fails to remit such compensation, reimbursement or payment in a timely manner. Indemnification under this Section Article shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement and will survive the early resignation or removal of any of the Trust Agreement parties hereto and shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Master Servicer shall have has made any indemnity payments pursuant to this Section Article and the Person to or on behalf of whom such payments are made recipient thereafter collects any of such amounts from others, such Person the recipient shall promptly repay such amounts collected to the Master Servicer, without interest. Notwithstanding any other provision of this Agreement, the obligations of the Master Servicer shall not terminate or be deemed released upon the resignation or termination of HSBC Finance Corporation as the Master Servicer and shall survive any termination of this Agreement.

Liability of Master Servicer; Indemnities. Subject to Section 8.02, the Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Master Servicer under this Agreement. Such obligations shall include the following: (a) The Master Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Backup Servicer Securityholders and the Securityholders Insurer from and against any and all costs, expenses, losses, damages, claims and liabilities, arising out of or resulting from the use, ownership or operation by the Master Servicer, any Subservicer or any of their respective Affiliates of a Financed Vehicle. (b) The Master Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Backup Servicer Insurer from and against any taxes that may at any time be asserted against the Owner Trustee, the Indenture Trustee or the Issuer with respect to the transactions contemplated herein, including including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but 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, or asserted with respect to ownership of the Contracts, or federal or other income taxes arising out of distributions on the Securities) and costs and expenses in defending against the same. (c) The Master Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Backup Servicer Insurer and the Securityholders from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Master Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. (d) The Master Servicer shall indemnify, defend and hold harmless the Owner Trustee, the Indenture Trustee and the Indenture Trustee Insurer from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein or the Trust Agreement contained, except to the extent that such cost, expense, loss, claim, damage or liability (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as the case may be; (ii) relates to any tax other than the taxes with respect to which either the a Seller or the Master Servicer shall be required to indemnify the Owner Trustee and the Indenture Trustee; (iii) shall arise from the Owner Trustee's or the Indenture Trustee's breach of any of their respective representations or warranties set forth herein, in the Trust Agreement or in the Indenture; or (iv) shall be one as to which the a Seller is required to indemnify the Owner Trustee or the Indenture Trustee, as the case may be. (e) The Master Servicer shall pay the Owner Trustee compensation, reimbursement or other payments owed to it by the Seller pursuant to Sections 8.01 and 8.02 of the Trust Agreement if the Seller fails to remit such compensation, reimbursement or payment in a timely manner. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement of the Trust Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Master Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Master Servicer, without interest.

Liability of Master Servicer; Indemnities. Subject to Section 8.02, the (a) The Master Servicer (in its capacity as such) shall be liable in accordance herewith hereunder only to the extent of the obligations in this Agreement specifically undertaken by the Master Servicer under this Agreement. Such obligations shall include and the following:representations made by the Master Servicer. (ab) The Master Servicer shall indemnifydefend, defend indemnify and hold harmless the Issuer, the Owner TrusteeTrust, the Indenture Trustee, the Backup Servicer Owner Trustee and the Securityholders their respective officers, directors, agents and employees, from and against any and all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from the use, ownership or operation by the Master Servicerof, or lien on, any Subservicer or any of their respective Affiliates of a Financed Vehicle.; (bc) The Master Servicer (when the Master Servicer is Household or an Affiliate of Household) shall indemnify, defend and hold harmless the IssuerTrust, the Indenture Trustee, the Owner Trustee, the Indenture Trustee and the Backup Servicer their respective officers, directors, agents and employees and from and against any taxes that may at any time be asserted against the Owner Trustee, the Indenture Trustee or the Issuer any of such parties with respect to the transactions contemplated hereinin this Agreement, including including, without limitation, any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but not including any Federal or other income taxes, including franchise taxes asserted with respect to, and as of the date of, the sale of the Contracts Receivables and the Other Conveyed Property to the Issuer Trust or the issuance and original sale of any Series of the SecuritiesNotes) and costs and expenses in defending against the same, except to the extent that such costs, expenses, losses, damages, claims and liabilities arise out of the negligence or willful misconduct of such parties; The Master Servicer (when the Master Servicer is not Household) shall indemnify, defend and hold harmless the Trust, the Indenture Trustee, the Owner Trustee and their respective officers, directors, agents and employees from and against any taxes with respect to the sale of Receivables in connection with servicing hereunder that may at any time be asserted against any of such parties with respect to the transactions contemplated in this Agreement, including, without limitation, any sales, gross receipts, tangible or intangible personal property, privilege or license taxes (but not including any Federal or other income taxes, including franchise taxes asserted with respect to ownership to, and as of the Contractsdate of, the sale of the Series Trust Estate to the Trust or federal or other income taxes arising out the issuance and original sale of distributions on the Securities) and costs and expenses in defending against the same.; and (cd) The Master Servicer shall indemnify, defend and hold harmless the Issuer, the Owner TrusteeTrust, the Indenture Trustee, the Backup Servicer Owner Trustee, each Series Support Provider and the Securityholders their respective officers, directors, agents and employees from and against any and all costs, expenses, losses, claims, damages damages, and liabilities to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or was imposed upon any such Person throughthe Trust or the Indenture Trustee by reason of the breach of this Agreement by the Master Servicer, the negligence, willful misfeasance misfeasance, or bad faith of the Master Servicer in the performance of its duties under this Agreement or any Series Supplement or by reason of reckless disregard of its obligations and duties under this AgreementAgreement or any Series Supplement, except to the extent that such costs, expenses, losses, damages, claims, and liabilities arise out of the negligence or willful misconduct of the Person seeking indemnification. (de) The Master Servicer (when the Master Servicer is Household or an Affiliate of Household) shall indemnify, defend and hold harmless the Trust, the Indenture Trustee, the Owner Trustee and the Indenture Trustee their respective officers, directors, agents and employees from and against any and all costsloss, expenses, losses, claims, damages and liabilities arising out liability or expense incurred by reason of the violation by Master Servicer of Federal or incurred state securities laws in connection with the acceptance registration or performance the sale of the trusts and duties herein or the Trust Agreement containedSecurities, except to the extent that such costcosts, expenseexpenses, losslosses, claimdamages, damage or liability (i) shall be due to the willful misfeasanceclaims, bad faith or negligence (except for errors in judgment) and liabilities arise out of the Owner Trustee negligence or the Indenture Trustee, as the case may be; (ii) relates to any tax other than the taxes with respect to which either the Seller or the Master Servicer shall be required to indemnify the Owner Trustee and the Indenture Trustee; (iii) shall arise from the Owner Trustee's or the Indenture Trustee's breach willful misconduct of any of their respective representations or warranties set forth herein, in the Trust Agreement or in the Indenture; or (iv) shall be one as to which the Seller is required to indemnify the Owner Trustee or the Indenture Trustee, as the case may besuch parties. (ef) The Master Servicer shall pay the Owner Trustee compensation, reimbursement or other payments owed to it by the Seller pursuant to Sections 8.01 and 8.02 of the Trust Agreement if the Seller fails to remit such compensation, reimbursement or payment in a timely manner. Indemnification under this Section Article shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement and will survive the early resignation or removal of any of the Trust Agreement parties hereto and shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Master Servicer shall have has made any indemnity payments pursuant to this Section Article and the Person to or on behalf of whom such payments are made recipient thereafter collects any of such amounts from others, such Person the recipient shall promptly repay such amounts collected to the Master Servicer, without interest. Notwithstanding any other provision of this Agreement, the obligations of the Master Servicer shall not terminate or be deemed released upon the resignation or termination of Household as the Master Servicer and shall survive any termination of this Agreement.

Liability of Master Servicer; Indemnities. Subject to Section 8.02, the (a) The Master Servicer (in its capacity as such) shall be liable in accordance herewith hereunder only to the extent of the obligations in this Agreement specifically undertaken by the Master Servicer under this Agreement. Such obligations shall include and the following:representations made by the Master Servicer. (ab) The Master Servicer shall indemnifydefend, defend indemnify and hold harmless the Issuer, the Owner TrusteeTrust, the Indenture Trustee, the Backup Servicer Owner Trustee and the Securityholders their respective officers, directors, agents and employees, from and against any and all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from the use, ownership or operation by the Master Servicerof, or lien on, any Subservicer or any of their respective Affiliates of a Financed Vehicle. ; (bc) The Master Servicer (when the Master Servicer is Household or an Affiliate of Household) shall indemnify, defend and hold harmless the IssuerTrust, the Indenture Trustee, the Owner Trustee, the Indenture Trustee and the Backup Servicer their respective officers, directors, agents and employees and from and against any taxes that may at any time be asserted against the Owner Trustee, the Indenture Trustee or the Issuer any of such parties with respect to the transactions contemplated hereinin this Agreement, including including, without limitation, any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but not including any Federal or other income taxes, including franchise taxes asserted with respect to, and as of the date of, the sale of the Contracts Receivables and the Other Conveyed Property to the Issuer Trust or the issuance and original sale of any Series of the SecuritiesNotes) and costs and expenses in defending against the same, except to the extent that such costs, expenses, losses, damages, claims and liabilities arise out of the negligence or willful misconduct of such parties; The Master Servicer (when the Master Servicer is not Household) shall indemnify, defend and hold harmless the Trust, the Indenture Trustee, the Owner Trustee and their respective officers, directors, agents and employees from and against any taxes with respect to the sale of Receivables in connection with servicing hereunder that may at any time be asserted against any of such parties with respect to the transactions contemplated in this Agreement, including, without limitation, any sales, gross receipts, tangible or intangible personal property, privilege or license taxes (but not including any Federal or other income taxes, including franchise taxes asserted with respect to ownership to, and as of the Contractsdate of, the sale of the Series Trust Estate to the Trust or federal or other income taxes arising out the issuance and original sale of distributions on the Securities) and costs and expenses in defending against the same. (c) The Master Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Backup Servicer and the Securityholders from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Master Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. (d) The Master Servicer shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein or the Trust Agreement contained, except to the extent that such cost, expense, loss, claim, damage or liability (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as the case may be; (ii) relates to any tax other than the taxes with respect to which either the Seller or the Master Servicer shall be required to indemnify the Owner Trustee and the Indenture Trustee; (iii) shall arise from the Owner Trustee's or the Indenture Trustee's breach of any of their respective representations or warranties set forth herein, in the Trust Agreement or in the Indenture; or (iv) shall be one as to which the Seller is required to indemnify the Owner Trustee or the Indenture Trustee, as the case may be. (e) The Master Servicer shall pay the Owner Trustee compensation, reimbursement or other payments owed to it by the Seller pursuant to Sections 8.01 and 8.02 of the Trust Agreement if the Seller fails to remit such compensation, reimbursement or payment in a timely manner. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement of the Trust Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Master Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Master Servicer, without interest.and

Liability of Master Servicer; Indemnities. Subject to Section 8.02, the (a) The Master Servicer (in its capacity as such) shall be liable in accordance herewith hereunder only to the extent of the obligations in this Agreement specifically undertaken by the Master Servicer under this and the representations made by the Master Servicer and to the extent not covered in Section 3.04 [Indemnification] of the Insurance Agreement. Such obligations shall include the following:. (ab) The Master Servicer shall indemnifydefend, defend indemnify and hold harmless the IssuerTrust, the Trustee, the Trust Collateral Agent, the Owner Trustee, the Indenture TrusteeInsurer, the Backup Servicer their respective officers, directors, agents and employees, and the Securityholders from and against any and all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from the use, ownership or operation by the Master Servicer, any Subservicer Servicer or any Affiliate thereof of their respective Affiliates of a any Financed Vehicle. (b) ; The Master Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trust Collateral Agent and the Owner Trustee and the Backup Servicer their respective officers, directors, agents and employees from and against any taxes that may at any time be asserted against the Owner Trustee, the Indenture Trustee or the Issuer any of such parties with respect to the transactions contemplated hereinin this Agreement except to the extent that such costs, including expenses, losses, damages, claims and liabilities arise out of the negligence or wilfully misconduct of such parties. (c) The Master Servicer (when the Master Servicer is Advanta) shall indemnify, defend and hold harmless the Trust, the Trustee, the Trust Collateral Agent, the Owner Trustee, the Insurer, their respective officers, directors, agents and employees and the Securityholders from and against any taxes that may at any time be asserted against any of such parties with respect to the transactions contemplated in this Agreement, including, without limitation, any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but not including any federal or other income taxes, including franchise taxes asserted with respect to, and as of the date of, the sale of the Contracts Receivables and the Other Conveyed Property to the Issuer Trust or the issuance and original sale of the Securities, or asserted with respect to ownership of the Contracts, or federal or other income taxes arising out of distributions on the Securities) and costs and expenses in defending against the same.; The Master Servicer (when the Master Servicer is not Advanta) shall indemnify, defend and hold harmless the Trust, the Trustee, the Trust Collateral Agent, the Owner Trustee, the Insurer, their respective officers, directors, agents and employees and the Securityholders from and against any taxes with respect to the sale of Receivables in connection with servicing hereunder that may at any time be asserted against any of such parties with respect to the transactions contemplated in this Agreement, including, without limitation, any sales, gross receipts, tangible or intangible personal property, privilege or license taxes (but not including any federal or other income taxes, including franchise taxes asserted with respect to, and as of the date of, the sale of the Receivables and the Other Conveyed Property to the Trust or the issuance and original sale of the Securities) and costs and expenses in defending against the same; and (cd) The Master Servicer shall indemnify, defend and hold harmless the IssuerTrust, the Trustee, the Trust Collateral Agent, the Owner Trustee, the Indenture TrusteeInsurer, the Backup Servicer their respective officers, directors, agents and employees and the Securityholders from and against any and all costs, expenses, losses, claims, damages damages, and liabilities to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or was imposed upon any such Person throughthe Trust, the Trustee, the Trust Collateral Agent, the Insurer or the Securityholders by reason of the breach of this Agreement by the Master Servicer, the negligence, willful misfeasance misfeasance, or bad faith of the Master Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. (de) The Master Servicer Advanta shall indemnify, defend and hold harmless the Trust, the Trustee, the Trust Collateral Agent, the Owner Trustee Trustee, the Insurer, their respective officers, directors, agents and employees and the Indenture Trustee Securityholders from and against any and all costsloss, expenses, losses, claims, damages and liabilities arising out liability or expense incurred by reason of the violation by Master Servicer or incurred Seller of federal or state securities laws in connection with the acceptance registration or performance the sale of the trusts and duties herein or the Trust Agreement contained, except to the extent that such cost, expense, loss, claim, damage or liability (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as the case may be; (ii) relates to any tax other than the taxes with respect to which either the Seller or the Master Servicer shall be required to indemnify the Owner Trustee and the Indenture Trustee; (iii) shall arise from the Owner Trustee's or the Indenture Trustee's breach of any of their respective representations or warranties set forth herein, in the Trust Agreement or in the Indenture; or (iv) shall be one as to which the Seller is required to indemnify the Owner Trustee or the Indenture Trustee, as the case may beSecurities. (ef) The Master Servicer shall pay the Owner Trustee compensation, reimbursement or other payments owed to it by the Seller pursuant to Sections 8.01 and 8.02 of the Trust Agreement if the Seller fails to remit such compensation, reimbursement or payment in a timely manner. Indemnification under this Section Article shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement and will survive the early resignation or removal of any of the Trust Agreement parties hereto and shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Master Servicer shall have has made any indemnity payments pursuant to this Section Article and the Person to or on behalf of whom such payments are made recipient thereafter collects any of such amounts from others, such Person the recipient shall promptly repay such amounts collected to the Master Servicer, without interest. Notwithstanding any other provision of this Agreement, the obligations of the Master Servicer shall not terminate or be deemed released upon the resignation or termination of Advanta as the Master Servicer and shall survive any termination of this Agreement.

Liability of Master Servicer; Indemnities. Subject to Section 8.02, the (a) The Master Servicer (in its capacity as such) shall be liable in accordance herewith hereunder only to the extent of the obligations in this Agreement specifically undertaken by the Master Servicer under this Agreement. Such obligations shall include and the following:representations made by the Master Servicer. (ab) The Master Servicer shall indemnifydefend, defend indemnify and hold harmless the IssuerTrust, the Administrator, the Indenture Trustee, the Owner Trustee, the Indenture Delaware Trustee, the Backup Servicer each Support Provider and the Securityholders their respective officers, directors, agents and employees, from and against any and all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from the use, ownership or operation by the Master Servicerof, or lien on, any Subservicer or any of their respective Affiliates of a Financed Vehicle. (bc) The Master Servicer (when the Master Servicer is HSBC Finance Corporation or an Affiliate of HSBC Finance Corporation) shall indemnify, defend and hold harmless the IssuerTrust, the Administrator, the Indenture Trustee, the Owner Trustee, the Indenture Trustee Delaware Trustee, each Support Provider and the Backup Servicer their respective officers, directors, agents and employees and from and against any taxes that may at any time be asserted against the Owner Trustee, the Indenture Trustee or the Issuer any of such parties with respect to the transactions contemplated hereinin this Agreement, including including, without limitation, any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but 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, or asserted with respect to ownership of the Contracts, or federal or other income taxes arising out of distributions on the Securitiestaxes) and costs and expenses in defending against the same, except to the extent that such costs, expenses, losses, damages, claims and liabilities arise out of the negligence or willful misconduct of such parties. The Master Servicer hereby agrees to indemnify the Administrator as set forth in Section 6.17(b) of the Indenture. (cd) The Master Servicer (when the Master Servicer is not HSBC Finance Corporation) shall indemnify, defend and hold harmless the Trust, the Administrator, the Indenture Trustee, the Owner Trustee, the Delaware Trustee, each Support Provider and their respective officers, directors, agents and employees from and against any taxes with respect to the sale of Receivables in connection with servicing hereunder that may at any time be asserted against any of such parties with respect to the transactions contemplated in this Agreement, including, without limitation, any sales, gross receipts, tangible or intangible personal property, privilege or license taxes (but not including any federal or other income taxes) and costs and expenses in defending against the same, except to the extent that such costs, expenses, losses, damages, claims and liabilities arise out of the negligence or willful misconduct of such parties. (e) The Master Servicer shall indemnify, defend and hold harmless the IssuerTrust, the Administrator, the Indenture Trustee, the Owner Trustee, the Indenture Delaware Trustee, the Backup Servicer each Support Provider and the Securityholders their respective officers, directors, agents and employees from and against any and all costs, expenses, losses, claims, damages damages, and liabilities to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or was imposed upon any such Person throughthe Trust, the Administrator, the Indenture Trustee or the Owner Trustee, by reason of the breach of this Agreement by the Master Servicer, the negligence, willful misfeasance misfeasance, or bad faith of the Master Servicer in the performance of its duties under this Agreement or the Series Supplement or by reason of reckless disregard of its obligations and duties under this AgreementAgreement or the Series Supplement, except to the extent that such costs, expenses, losses, damages, claims, and liabilities arise out of the negligence or willful misconduct of the Person seeking indemnification. (df) The Master Servicer (when the Master Servicer is HSBC Finance Corporation or an Affiliate of HSBC Finance Corporation) shall indemnify, defend and hold harmless the Trust, the Administrator, the Indenture Trustee, the Owner Trustee, the Delaware Trustee and the Indenture Trustee their respective officers, directors, agents and employees from and against any and all costsloss, expenses, losses, claims, damages and liabilities arising out liability or expense incurred by reason of the violation by Master Servicer of federal or incurred state securities laws in connection with the acceptance registration or performance the sale of the trusts and duties herein or the Trust Agreement containedSecurities, except to the extent that such costcosts, expenseexpenses, losslosses, claimdamages, damage or liability (i) shall be due to the willful misfeasanceclaims, bad faith or negligence (except for errors in judgment) and liabilities arise out of the Owner Trustee negligence or the Indenture Trustee, as the case may be; (ii) relates to any tax other than the taxes with respect to which either the Seller or the Master Servicer shall be required to indemnify the Owner Trustee and the Indenture Trustee; (iii) shall arise from the Owner Trustee's or the Indenture Trustee's breach willful misconduct of any of their respective representations or warranties set forth herein, in the Trust Agreement or in the Indenture; or (iv) shall be one as to which the Seller is required to indemnify the Owner Trustee or the Indenture Trustee, as the case may besuch parties. (eg) The Master Servicer shall pay the Owner Trustee compensation, reimbursement or other payments owed to it by the Seller pursuant to Sections 8.01 and 8.02 of the Trust Agreement if the Seller fails to remit such compensation, reimbursement or payment in a timely manner. Indemnification under this Section Article shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement and will survive the early resignation or removal of any of the Trust Agreement parties hereto and shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Master Servicer shall have has made any indemnity payments pursuant to this Section Article and the Person to or on behalf of whom such payments are made recipient thereafter collects any of such amounts from others, such Person the recipient shall promptly repay such amounts collected to the Master Servicer, without interest. Notwithstanding any other provision of this Agreement, the obligations of the Master Servicer shall not terminate or be deemed released upon the resignation or termination of HSBC Finance Corporation as the Master Servicer and shall survive any termination of this Agreement.

Liability of Master Servicer; Indemnities. Subject to Section 8.02, the (a) The Master Servicer (in its capacity as such) shall be liable in accordance herewith hereunder only to the extent of the obligations in this Agreement specifically undertaken by the Master Servicer under this Agreement. Such obligations shall include and the following:representations made by the Master Servicer. (ab) The Master Servicer shall indemnifydefend, defend indemnify and hold harmless the IssuerTrust, the Owner TrusteeAdministrator, the Indenture Trustee, the Backup Servicer Owner Trustee, each Support Provider and the Securityholders their respective officers, directors, agents and employees, from and against any and all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from the use, ownership or operation by the Master Servicerof, or lien on, any Subservicer or any of their respective Affiliates of a Financed Vehicle. (bc) The Master Servicer (when the Master Servicer is Household Finance Corporation or an Affiliate of Household Finance Corporation) shall indemnify, defend and hold harmless the IssuerTrust, the Administrator, the Indenture Trustee, the Owner Trustee, the Indenture Trustee each Support Provider and the Backup Servicer their respective officers, directors, agents and employees and from and against any taxes that may at any time be asserted against the Owner Trustee, the Indenture Trustee or the Issuer any of such parties with respect to the transactions contemplated hereinin this Agreement, including including, without limitation, any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but 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, or asserted with respect to ownership of the Contracts, or federal or other income taxes arising out of distributions on the Securitiestaxes) and costs and expenses in defending against the same, except to the extent that such costs, expenses, losses, damages, claims and liabilities arise out of the negligence or willful misconduct of such parties. The Master Servicer hereby agrees to indemnify the Administrator as set forth in Section 6.17(b) of the Indenture. (cd) The Master Servicer (when the Master Servicer is not Household Finance Corporation) shall indemnify, defend and hold harmless the Trust, the Administrator, the Indenture Trustee, the Owner Trustee, each Support Provider and their respective officers, directors, agents and employees from and against any taxes with respect to the sale of Receivables in connection with servicing hereunder that may at any time be asserted against any of such parties with respect to the transactions contemplated in this Agreement, including, without limitation, any sales, gross receipts, tangible or intangible personal property, privilege or license taxes (but not including any federal or other income taxes) and costs and expenses in defending against the same, except to the extent that such costs, expenses, losses, damages, claims and liabilities arise out of the negligence or willful misconduct of such parties. (e) The Master Servicer shall indemnify, defend and hold harmless the IssuerTrust, the Owner TrusteeAdministrator, the Indenture Trustee, the Backup Servicer Owner Trustee, each Support Provider and the Securityholders their respective officers, directors, agents and employees from and against any and all costs, expenses, losses, claims, damages damages, and liabilities to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or was imposed upon any such Person throughthe Trust, the Administrator, the Indenture Trustee or the Owner Trustee, by reason of the breach of this Agreement by the Master Servicer, the negligence, willful misfeasance misfeasance, or bad faith of the Master Servicer in the performance of its duties under this Agreement or the Series Supplement or by reason of reckless disregard of its obligations and duties under this AgreementAgreement or the Series Supplement, except to the extent that such costs, expenses, losses, damages, claims, and liabilities arise out of the negligence or willful misconduct of the Person seeking indemnification. (df) The Master Servicer (when the Master Servicer is Household Finance Corporation or an Affiliate of Household Finance Corporation) shall indemnify, defend and hold harmless the Trust, the Administrator, the Indenture Trustee, the Owner Trustee and the Indenture Trustee their respective officers, directors, agents and employees from and against any and all costsloss, expenses, losses, claims, damages and liabilities arising out liability or expense incurred by reason of the violation by Master Servicer of federal or incurred state securities laws in connection with the acceptance registration or performance the sale of the trusts and duties herein or the Trust Agreement containedSecurities, except to the extent that such costcosts, expenseexpenses, losslosses, claimdamages, damage or liability (i) shall be due to the willful misfeasanceclaims, bad faith or negligence (except for errors in judgment) and liabilities arise out of the Owner Trustee negligence or the Indenture Trustee, as the case may be; (ii) relates to any tax other than the taxes with respect to which either the Seller or the Master Servicer shall be required to indemnify the Owner Trustee and the Indenture Trustee; (iii) shall arise from the Owner Trustee's or the Indenture Trustee's breach willful misconduct of any of their respective representations or warranties set forth herein, in the Trust Agreement or in the Indenture; or (iv) shall be one as to which the Seller is required to indemnify the Owner Trustee or the Indenture Trustee, as the case may besuch parties. (eg) The Master Servicer shall pay the Owner Trustee compensation, reimbursement or other payments owed to it by the Seller pursuant to Sections 8.01 and 8.02 of the Trust Agreement if the Seller fails to remit such compensation, reimbursement or payment in a timely manner. Indemnification under this Section Article shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement and will survive the early resignation or removal of any of the Trust Agreement parties hereto and shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Master Servicer shall have has made any indemnity payments pursuant to this Section Article and the Person to or on behalf of whom such payments are made recipient thereafter collects any of such amounts from others, such Person the recipient shall promptly repay such amounts collected to the Master Servicer, without interest. Notwithstanding any other provision of this Agreement, the obligations of the Master Servicer shall not terminate or be deemed released upon the resignation or termination of Household Finance Corporation as the Master Servicer and shall survive any termination of this Agreement.

Liability of Master Servicer; Indemnities. Subject to Section 8.02, the (a) The Master Servicer (in its capacity as such) shall be liable in accordance herewith hereunder only to the extent of the obligations in this Agreement specifically undertaken by the Master Servicer under this Agreementand the representations made by the Master Servicer. Such obligations shall include the following:45 (ab) The Master Servicer shall indemnifydefend, defend indemnify and hold harmless the Issuer, the Owner TrusteeTrust, the Indenture Trustee, the Backup Servicer Owner Trustee and the Securityholders their respective officers, directors, agents and employees, from and against any and all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from the use, ownership or operation by the Master Servicerof, or lien on, any Subservicer or any of their respective Affiliates of a Financed Vehicle.; (bc) The Master Servicer (when the Master Servicer is Household Finance Corporation or an Affiliate of Household Finance Corporation) shall indemnify, defend and hold harmless the IssuerTrust, the Indenture Trustee, the Owner Trustee, the Indenture Trustee and the Backup Servicer their respective officers, directors, agents and employees and from and against any taxes that may at any time be asserted against the Owner Trustee, the Indenture Trustee or the Issuer any of such parties with respect to the transactions contemplated hereinin this Agreement, including including, without limitation, any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but not including any Federal or other income taxes, including franchise taxes asserted with respect to, and as of the date of, the sale of the Contracts Receivables and the Other Conveyed Property to the Issuer Trust or the issuance and original sale of any Series of the SecuritiesNotes) and costs and expenses in defending against the same, except to the extent that such costs, expenses, losses, damages, claims and liabilities arise out of the negligence or willful misconduct of such parties; The Master Servicer (when the Master Servicer is not Household Finance Corporation) shall indemnify, defend and hold harmless the Trust, the Indenture Trustee, the Owner Trustee and their respective officers, directors, agents and employees from and against any taxes with respect to the sale of Receivables in connection with servicing hereunder that may at any time be asserted against any of such parties with respect to the transactions contemplated in this Agreement, including, without limitation, any sales, gross receipts, tangible or intangible personal property, privilege or license taxes (but not including any Federal or other income taxes, including franchise taxes asserted with respect to ownership to, and as of the Contractsdate of, the sale of the Series Trust Estate to the Trust or federal or other income taxes arising out the issuance and original sale of distributions on the Securities) and costs and expenses in defending against the same.; and (cd) The Master Servicer shall indemnify, defend and hold harmless the Issuer, the Owner TrusteeTrust, the Indenture Trustee, the Backup Servicer Owner Trustee, each Series Support Provider and the Securityholders their respective officers, directors, agents and employees from and against any and all costs, expenses, losses, claims, damages damages, and liabilities to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or was imposed upon any such Person throughthe Trust or the Indenture Trustee by reason of the breach of this Agreement by the Master Servicer, the negligence, willful misfeasance misfeasance, or bad faith of the Master Servicer in the performance of its duties under this Agreement or any Series Supplement or by reason of reckless disregard of its obligations and duties under this AgreementAgreement or any Series Supplement, except to the extent that such costs, expenses, losses, damages, claims, and liabilities arise out of the negligence or willful misconduct of the Person seeking indemnification. (de) The Master Servicer (when the Master Servicer is Household Finance Corporation or an Affiliate of Household Finance Corporation) shall indemnify, defend and hold harmless the Trust, the Indenture Trustee, the Owner Trustee and the Indenture Trustee their respective officers, directors, agents and employees from and against any and all costsloss, expenses, losses, claims, damages and liabilities arising out liability or expense incurred by reason of the violation by Master Servicer of Federal or incurred state securities laws in connection with the acceptance registration or performance the sale of the trusts and duties herein or the Trust Agreement containedSecurities, except to the extent that such costcosts, expenseexpenses, losslosses, claimdamages, damage or liability (i) shall be due to the willful misfeasanceclaims, bad faith or negligence (except for errors in judgment) and liabilities arise out of the Owner Trustee negligence or the Indenture Trustee, as the case may be; (ii) relates to any tax other than the taxes with respect to which either the Seller or the Master Servicer shall be required to indemnify the Owner Trustee and the Indenture Trustee; (iii) shall arise from the Owner Trustee's or the Indenture Trustee's breach willful misconduct of any of their respective representations or warranties set forth herein, in the Trust Agreement or in the Indenture; or (iv) shall be one as to which the Seller is required to indemnify the Owner Trustee or the Indenture Trustee, as the case may besuch parties. (ef) The Master Servicer shall pay the Owner Trustee compensation, reimbursement or other payments owed to it by the Seller pursuant to Sections 8.01 and 8.02 of the Trust Agreement if the Seller fails to remit such compensation, reimbursement or payment in a timely manner. Indemnification under this Section Article shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement and will survive the early resignation or removal of any of the Trust Agreement parties hereto and shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Master Servicer shall have has made any indemnity payments pursuant to this Section Article and the Person to or on behalf of whom such payments are made recipient thereafter collects any of such amounts from others, such Person the recipient shall promptly repay such amounts collected to the Master Servicer, without interest. Notwithstanding any other provision of this Agreement, the obligations of the Master Servicer shall not terminate or be deemed released upon the resignation or termination of Household Finance Corporation as the Master Servicer and shall survive any termination of this Agreement.

Liability of Master Servicer; Indemnities. Subject to Section 8.02, the The Master Servicer (in its capacity as such) shall be liable in accordance herewith hereunder only to the extent of the obligations in this Agreement specifically undertaken by the Master Servicer under this Agreementand the representations made by the Master Servicer . Such obligations shall include the following: (a) The Master Servicer shall indemnifydefend, defend indemnify and hold harmless the Issuer, the Owner TrusteeTrust, the Indenture Trustee, the Backup Servicer Owner Trustee and the Securityholders their respective officers, directors, agents and employees, from and against any and all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from the use, ownership or operation by the Master Servicerof, or lien on, any Subservicer or any of their respective Affiliates of a Financed Vehicle. (b) ; The Master Servicer (when the Master Servicer is Household or an Affiliate of Household) shall indemnify, defend and hold harmless the IssuerTrust, the Indenture Trustee, the Owner Trustee, the Indenture Trustee and the Backup Servicer their respective officers, directors, agents and employees and from and against any taxes that may at any time be asserted against the Owner Trustee, the Indenture Trustee or the Issuer any of such parties with respect to the transactions contemplated hereinin this Agreement, including including, without limitation, any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but not including any Federal or other income taxes, including franchise taxes asserted with respect to, and as of the date of, the sale of the Contracts Receivables and the Other Conveyed Property to the Issuer Trust or the issuance and original sale of any Series of the SecuritiesNotes) and costs and expenses in defending against the same, except to the extent that such costs, expenses, losses, damages, claims and liabilities arise out of the negligence or willful misconduct of such parties; The Master Servicer (when the Master Servicer is not Household) shall indemnify, defend and hold harmless the Trust, the Indenture Trustee, the Owner Trustee and their respective officers, directors, agents and employees from and against any taxes with respect to the sale of Receivables in connection with servicing hereunder that may at any time be asserted against any of such parties with respect to the transactions contemplated in this Agreement, including, without limitation, any sales, gross receipts, tangible or intangible personal property, privilege or license taxes (but not including any Federal or other income taxes, including franchise taxes asserted with respect to ownership to, and as of the Contractsdate of, the sale of the Series Trust Estate to the Trust or federal or other income taxes arising out the issuance and original sale of distributions on the Securities) and costs and expenses in defending against the same. (c) ; and The Master Servicer shall indemnify, defend and hold harmless the Issuer, the Owner TrusteeTrust, the Indenture Trustee, the Backup Servicer Owner Trustee, each Series Support Provider and the Securityholders their respective officers, directors, agents and employees from and against any and all costs, expenses, losses, claims, damages damages, and liabilities to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or was imposed upon any such Person throughthe Trust or the Indenture Trustee by reason of the breach of this Agreement by the Master Servicer, the negligence, willful misfeasance misfeasance, or bad faith of the Master Servicer in the performance of its duties under this Agreement or any Series Supplement or by reason of reckless disregard of its obligations and duties under this Agreement. (d) Agreement or any Series Supplement, except to the extent that such costs, expenses, losses, damages, claims, and liabilities arise out of the negligence or willful misconduct of the Person seeking indemnification. The Master Servicer (when the Master Servicer is Household or an Affiliate of Household) shall indemnify, defend and hold harmless the Trust, the Indenture Trustee, the Owner Trustee and the Indenture Trustee their respective officers, directors, agents and employees from and against any and all costsloss, expenses, losses, claims, damages and liabilities arising out liability or expense incurred by reason of the violation by Master Servicer of Federal or incurred state securities laws in connection with the acceptance registration or performance the sale of the trusts and duties herein or the Trust Agreement containedSecurities, except to the extent that such costcosts, expenseexpenses, losslosses, claimdamages, damage or liability (i) shall be due to the willful misfeasanceclaims, bad faith or negligence (except for errors in judgment) and liabilities arise out of the Owner Trustee negligence or the Indenture Trustee, as the case may be; (ii) relates to any tax other than the taxes with respect to which either the Seller or the Master Servicer shall be required to indemnify the Owner Trustee and the Indenture Trustee; (iii) shall arise from the Owner Trustee's or the Indenture Trustee's breach willful misconduct of any of their respective representations or warranties set forth herein, in the Trust Agreement or in the Indenture; or (iv) shall be one as to which the Seller is required to indemnify the Owner Trustee or the Indenture Trustee, as the case may be. (e) The Master Servicer shall pay the Owner Trustee compensation, reimbursement or other payments owed to it by the Seller pursuant to Sections 8.01 and 8.02 of the Trust Agreement if the Seller fails to remit such compensation, reimbursement or payment in a timely mannerparties. Indemnification under this Section Article shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement and will survive the early resignation or removal of any of the Trust Agreement parties hereto and shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Master Servicer shall have has made any indemnity payments pursuant to this Section Article and the Person to or on behalf of whom such payments are made recipient thereafter collects any of such amounts from others, such Person the recipient shall promptly repay such amounts collected to the Master Servicer, without interest. Notwithstanding any other provision of this Agreement, the obligations of the Master Servicer shall not terminate or be deemed released upon the resignation or termination of Household as the Master Servicer and shall survive any termination of this Agreement.

Liability of Master Servicer; Indemnities. Subject to Section 8.02, the The Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Master Servicer under this Agreement. Such obligations shall include the following: (a) The Master Servicer shall indemnify, defend and hold harmless the Issuer, the Owner TrusteeTrustees, the Indenture Trustee, the Backup Servicer Securityholders and the Securityholders Depositor from and against any and all costs, expenses, losses, damages, claims and liabilities, claims, damages and expenses arising out of or resulting from incurred in connection with the use, ownership or operation by the Master Servicer, any Subservicer Servicer or any Affiliate of their respective Affiliates the Master Servicer of a Financed Vehicle. (b) The Master Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee Depositor and the Backup Servicer Trustees from and against any taxes that may at any time be asserted against the Owner Trustee, the Indenture Trustee or the Issuer any such Person with respect to the transactions contemplated hereinherein and in the other Basic Documents, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but not including any taxes asserted with respect to, and as of the date of, the sale of the Contracts Receivables to the Issuer or the issuance and original sale of the Securities, or asserted with respect to ownership of the ContractsReceivables, or federal or other State income taxes arising out of distributions on the Securities) and costs and expenses in defending against the samesuch taxes. (c) The Master Servicer shall indemnify, defend and hold harmless the Issuer, the Owner TrusteeTrustees, the Indenture Trustee, the Backup Servicer Securityholders and the Securityholders Depositor from and against any and all costsloss, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, lossliability, claim, damage or liability arose out of, or was imposed upon any such Person through, the negligence, willful misfeasance or bad faith expense incurred by reason of the Master Servicer Servicer's willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement or any other Basic Document to which it is a party or by reason of a reckless disregard of its obligations and duties under this AgreementAgreement or any other Basic Document to which it is a party. (d) The Master Servicer shall indemnify, defend and hold harmless the Owner Trustee Trustees and the Indenture Trustee their respective officers, directors, employees and agents from and against any and all costslosses, expenses, lossesliabilities, claims, damages and liabilities expenses arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein or and contained in the Trust Agreement contained(in the case of the Owner Trustee) and contained in the Indenture (in the case of the Indenture Trustee), except to the extent that such costloss, expense, lossliability, claim, damage or liability expense: (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as applicable, (ii) in the case may be; 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, (iiiii) 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 or (iv) relates to any tax other than to the taxes with respect to which either the Seller Depositor or the Master Servicer shall be required to indemnify the Owner Trustee and the Indenture Trustee; (iii) shall arise from the Owner Trustee's or the Indenture Trustee's breach of any of their respective representations or warranties set forth herein, in the Trust Agreement or in the Indenture; or (iv) shall be one as to which the Seller is required to indemnify the Owner Trustee or the Indenture Trustee, as the case may beapplicable. (e) The Master Servicer shall pay the Owner Trustee compensation, reimbursement or other payments owed to it by the Seller pursuant to Sections 8.01 and 8.02 of the Trust Agreement Agreement. In addition to the foregoing indemnities, if the Seller fails Owner Trustee or the Indenture Trustee is entitled to remit indemnification by the Depositor pursuant to Section 5.02 and the Depositor is unable for any reason to provide such compensationindemnification to the Owner Trustee or the Indenture Trustee, reimbursement then the Master Servicer shall be liable for any indemnification that the Owner Trustee or payment the Indenture Trustee is entitled to under Section 5.02. For purposes of this Section, in the event of a timely mannertermination of the rights and obligations of the Master Servicer (or any Successor Servicer) pursuant to Section 7.01 or a resignation by such Master Servicer pursuant to Section 6.05, such Master Servicer shall be deemed to be the Master Servicer pending appointment of a Successor Servicer (other than the Indenture Trustee) pursuant to Section 7.02. Indemnification under this Section by the Master Servicer (or any Successor Servicer), with respect to the period such Person was (or was deemed to be) the Master Servicer, shall survive the termination of each Person as Master Servicer or a resignation by such Person as Master Servicer, as well as the resignation or removal of the Owner Trustee or the Indenture Trustee Trustee, as the case may be, or the termination of this Agreement of the Trust Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Master Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Master Servicer, as the case may be, without interest.