Common use of Liability of Seller; Indemnities Clause in Contracts

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (a) The Seller shall indemnify, defend and hold harmless the Owner Trustee, the Issuer, the Trustee and the Trust Collateral Agent and their respective officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated in this Agreement and any of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby), including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, federal or other income taxes arising out of distributions on the Notes) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof and the Noteholders from and against any loss, liability or expense incurred by reason of (i) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s violation of federal or state securities laws in connection with the offering and sale of the Notes. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof 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 set forth herein and in the Basic Documents except to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee, Trustee or the Trust Collateral Agent, respectively. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement., which obligations shall include the following: (a) The Seller shall indemnify, defend and hold harmless the Owner Trustee, the Issuer, the Trustee Trustees and the Trust Collateral Agent Servicer and their respective any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee from and against (i) any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated herein and in this Agreement and any of the other Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby)Documents, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuer or the issuance and original sale of the Securities, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the NotesSecurities) and costs and expenses in defending against the same. , (bii) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof and the Noteholders from and against any loss, liability or expense (including any reasonable legal fees and expenses incurred by the Trustees in connection with the enforcement of any indemnification or other obligation of the Issuer) incurred by reason of (ix) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (iiy) the Seller’s or the Issuer’s violation of federal or state securities laws in connection with the offering and sale of the NotesSecurities. (cb) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee Trustees and the Trust Collateral Agent and the their respective officers, directors, employees and agents thereof from and against any and all costs, expenses, losses, claims, damages and liabilities (including any reasonable legal fees and expenses incurred by the Trustees in connection with the enforcement of any indemnification or other obligation of the Issuer) arising out of, of or incurred in connection with the acceptance or performance of the trusts and duties set forth herein and contained in the Basic Documents Trust Agreement, in the case of the Owner Trustee and the Delaware Trustee, and contained in the Indenture, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability liability: (i) in the case of the Owner Trustee or the Delaware Trustee, shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or the Delaware Trustee or shall arise from the breach by the Owner Trustee or the Delaware Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement or (ii) in the case of the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee or shall arise from the breach by the Indenture Trustee of any of its representations or warranties set forth in Section 6.13 of the Indenture. (except for errors in judgmentc) The Seller shall pay any and all taxes levied or assessed upon all or any part of the Owner Trustee, Trustee or the Trust Collateral Agent, respectivelyEstate. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Delaware Trustee or the Trust Collateral Agent Indenture Trustee, as the case may be, and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (a) The Seller shall indemnify, defend and hold harmless the Owner Trustee, the Issuer, the Trustee and the Trust Collateral Agent and their respective officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated in this Agreement and any of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby), including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, federal or other income taxes arising out of distributions on the Notes) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof and the Noteholders from and against any loss, liability or expense incurred by reason of (i) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s violation of federal or state State securities laws in connection with the offering and sale of the Notes. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof 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 set forth herein and in the Basic Documents except to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasancemisconduct, bad faith or negligence (except for errors in judgment) of the Owner Trustee, Trustee or the Trust Collateral Agent, respectively. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigationlitigation (including fees and expenses incurred in connection with any action or suit brought to enforce any indemnification or other obligation under the Basic Documents). If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement.: (a) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the IssuerIndenture Trustee, the Trustee Company and the Trust Collateral Agent Servicer and their respective any of the officers, directors, employees and agents of the Issuer, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated herein and in this Agreement and any of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby)Documents, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuer or the issuance and original sale of the Certificates and the Notes, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the Certificates or the Notes) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee Indenture Trustee, the Company, the Certificateholders and the Trust Collateral Agent Noteholders and any of the officers, directors, employees and agents thereof of the Issuer, the Owner Trustee and the Noteholders Indenture Trustee from and against any loss, liability or expense incurred by reason of (i) the Seller’s 's willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s 's or the Issuer’s 's violation of federal or state securities laws in connection with the offering and sale of the NotesNotes and the Certificates. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trust Collateral Agent Indenture Trustee and the their respective officers, directors, employees and agents thereof from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, of or incurred in connection with the acceptance or performance of the trusts and duties set forth herein and in the Basic Documents Trust Agreement contained, in the case of the Owner Trustee, and in the Indenture contained, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability liability: (i) in the case of the Owner Trustee, shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee or, in the case of the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Indenture Trustee; or (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Collateral Agent, respectivelyAgreement. (d) The Seller shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent Indenture Trustee and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (a) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the IssuerIndenture Trustee, the Trustee Securities Intermediary and the Trust Collateral Agent and their respective officers, directors, employees and agents Servicer from and against any taxes that may at any time be asserted against any such Person with respect to, as of the date hereof, the sale of the Receivables to the transactions Issuer or activities contemplated in this Agreement the issuance and any original sale of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent Notes and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby)Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuer or the issuance and original sale of the Certificate or any of the Notes, or asserted with respect to ownership of the Receivables or U.S. federal or other income taxes arising out of payments or distributions on the Certificate or the Notes) and costs and expenses in defending against the samesame (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Seller). (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee Indenture Trustee, the Securities Intermediary, the Certificateholder and the Trust Collateral Agent Noteholders and any of the officers, directors, employees and agents thereof and of the Noteholders Issuer, the Owner Trustee, the Indenture Trustee from and against any loss, liability or expense (including, but not limited to, reasonable legal fees and expenses (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Seller)) incurred by reason of (i) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s violation of federal or state securities laws in connection with the offering and sale of any of the NotesNotes or the Certificate. (c) The Except as set forth in clause (a) above, the Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof from and against pay any and all coststaxes levied or assessed upon all or any part of the Trust Estate. (d) Promptly after receipt by a party indemnified under this Section 6.03 or Section 3.02 (a “Seller Indemnified Party”) of notice of the commencement of any action, expensessuch Seller Indemnified Party will, lossesif a claim in respect thereof is to be made against the party providing indemnification under this Section 6.03 or Section 3.02 (a “Seller Indemnifying Party”), claimsnotify such Seller Indemnifying Party of the commencement thereof. In case any such action is brought against any Seller Indemnified Party under this Section 6.03 or Section 3.02 and it notifies the Seller Indemnifying Party of the commencement thereof, damages the Seller Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Seller Indemnified Party, and liabilities arising out of, the Seller Indemnifying Party will not be liable to such Seller Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Seller Indemnified Party in connection with the acceptance or performance defense thereof, other than reasonable costs of the trusts and duties investigation. The obligations set forth herein and in the Basic Documents except to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee, Trustee or the Trust Collateral Agent, respectively. Indemnification under this Section 6.03 and Section 3.02 shall survive the termination of this Agreement or the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, Trustee and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect collects any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest. (e) The Seller’s obligations under this Section 6.03 are obligations solely of the Seller and will not constitute a claim against the Seller to the extent that the Seller does not have funds sufficient to make payment of such obligations. In furtherance of and not in derogation of the foregoing, the Issuer, the Servicer, the Indenture Trustee, the Securities Intermediary and the Owner Trustee, by entering into or accepting this Agreement, acknowledge and agree that they have no right, title or interest in or to the Other Assets of the Seller. To the extent that, notwithstanding the agreements and provisions contained in the preceding sentence, the Issuer, the Servicer, the Indenture Trustee, the Securities Intermediary or the Owner Trustee either (i) asserts an interest or claim to, or benefit from, Other Assets, or (ii) is deemed to have any such interest, claim to, or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), then the Issuer, the Servicer, the Indenture Trustee, the Securities Intermediary or the Owner Trustee further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and will be expressly subordinated to the indefeasible payment in full, which, under the terms of the relevant documents relating to the securitization or conveyance of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Seller), including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement will be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Issuer, the Servicer, the Indenture Trustee, the Securities Intermediary and the Owner Trustee each further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 6.03(e) and the terms of this Section 6.03(e) may be enforced by an action for specific performance. The provisions of this Section 6.03(e) will be for the third party benefit of those entitled to rely thereon and will survive the termination of this Agreement.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (a) The Seller shall indemnify, defend and hold harmless the Owner TrusteeIssuing Entity, the Issuer, the Owner Trustee and the Trust Collateral Agent Indenture Trustee and their respective officers, directors, employees directors and agents from and against any taxes that may at any time be asserted against any such Person the Issuing Entity, the Owner Trustee or the Indenture Trustee or their officers, directors, and agents with respect to the transactions or activities contemplated in this Agreement and any sale of the Basic Documents (except any income taxes arising out of fees paid Receivables to the Owner Trustee, Issuing Entity or the Trust Collateral Agent issuance and original sale of the Certificate and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby)Notes, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the IssuerIssuing Entity, not including any taxes asserted with respect to, federal to ownership of the Receivables or Federal or other income taxes arising out of distributions on the Notestransactions contemplated by this Agreement) and costs and expenses in defending against the samesame (including any legal fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought) by an indemnified party of any indemnification obligation of the Seller). (b) The Seller shall indemnify, defend and hold harmless the IssuerIssuing Entity, the Owner Trustee, the Trustee and the Trust Collateral Agent Indenture Trustee and the their officers, directors, employees and agents thereof and the Noteholders from and against any loss, liability or expense (including any legal fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought) by an indemnified party of any indemnification obligation of the Seller) incurred by reason of (i) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the IssuerIssuing Entity’s violation of federal Federal or state State securities laws in connection with the offering and sale of the NotesNotes and the Certificate. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof from and against pay any and all costsstate and local property taxes (including taxes on intangibles), expensesexcise taxes, losses, claims, damages sales taxes and liabilities arising out of, similar taxes levied or incurred in connection with the acceptance assessed upon all or performance of the trusts and duties set forth herein and in the Basic Documents except to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) any part of the Owner TrusteeTrust Estate including, Trustee or without limitation, the Trust Collateral Agent, respectively. Receivables. (d) Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent Indenture Trustee and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigationlitigation and any costs of enforcement of the Seller’s indemnification obligation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement., and hereby agrees to the following: (a) The Seller shall indemnify, defend defend, and hold harmless the Owner TrusteeTrust, the Issuer, the Owner Trustee and the Trust Collateral Agent and their respective officers, directors, employees and agents Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the sale of the Receivables to the transactions Trust or activities contemplated in this Agreement the issuance and any original sale of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent Notes or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby)Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege privilege, or license taxes (but, in the case of the IssuerTrust, not including any taxes asserted with respect to, federal to ownership of the Receivables or Federal or other Applicable Tax State income taxes arising out of distributions on the Notestransactions contemplated by this Agreement and the other Basic Documents) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend defend, and hold harmless the IssuerTrust, the Owner Trustee, the Trustee Indenture Trustee, the Noteholders and the Trust Collateral Agent and the officers, directors, employees and agents thereof and the Noteholders Certificateholders from and against any loss, liability or expense incurred by reason of (i) the Seller’s 's willful misfeasance, bad faith faith, or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s 's violation of federal Federal or state securities laws in connection with the offering and registration or the sale of the NotesNotes or the Certificates. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trust Collateral Agent Indenture Trustee and the their respective officers, directors, employees and agents thereof from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, of or incurred in connection with the acceptance or performance of the trusts and duties set forth contained herein and in the Basic Documents Trust Agreement, in the case of the Owner Trustee, and in the Indenture, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability liability: (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee, Trustee or the Indenture Trustee, as applicable; (ii) in the case of the Owner Trustee shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Collateral Agent, respectively. Agreement or (iii) in the case of the Indenture Trustee shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture. (d) The Seller shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. (e) Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent Indenture Trustee and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (a) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the IssuerIndenture Trustee, the Trustee Securities Intermediary and the Trust Collateral Agent and their respective officers, directors, employees and agents Servicer from and against any taxes that may at any time be asserted against any such Person with respect to, as of the date hereof, the sale of the Receivables to the transactions Issuer or activities contemplated in this Agreement the issuance and any original sale of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent Notes and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby)Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuer or the issuance and original sale of the Certificate or any of the Notes, or asserted with respect to ownership of the Receivables or federal or other income taxes arising out of payments or distributions on the Certificate or the Notes) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee Indenture Trustee, the Securities Intermediary, the Issuer, the Certificateholder and the Trust Collateral Agent Noteholders and any of the officers, directors, employees and agents thereof and of the Noteholders Issuer, the Owner Trustee, the Indenture Trustee from and against any loss, liability or expense incurred by reason of (i) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s violation of federal or state securities laws in connection with the offering and sale of any of the NotesNotes or the Certificate. (c) The Except as set forth in clause (a) above, the Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof from and against pay any and all coststaxes levied or assessed upon all or any part of the Trust Estate. (d) Promptly after receipt by a party indemnified under this Section 6.03 or Section 3.02 (an “Indemnified Party”) of notice of the commencement of any action, expensessuch Indemnified Party will, lossesif a claim in respect thereof is to be made against the party providing indemnification under this Section 6.03 or Section 3.02 (an “Indemnifying Party”), claimsnotify such Indemnifying Party of the commencement thereof. In case any such action is brought against any Indemnified Party under this Section 6.03 or Section 3.02 and it notifies the Indemnifying Party of the commencement thereof, damages the Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Indemnifying Party), and liabilities arising out of, the Indemnifying Party will not be liable to such Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the acceptance or performance defense thereof, other than reasonable costs of the trusts and duties investigation. The obligations set forth herein and in the Basic Documents except to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee, Trustee or the Trust Collateral Agent, respectively. Indemnification under this Section 6.03 and Section 3.02 shall survive the termination of this Agreement or the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, Trustee and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect collects any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (a) The Seller shall indemnify, defend and hold harmless the Owner Trustee, the Issuer, the Trustee Trustee, the Backup Servicer and the Trust Collateral Agent and their respective its officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated in this Agreement and any of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby), including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, federal or other income taxes arising out of distributions on the Notes) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee Trustee, the Backup Servicer and the Trust Collateral Agent and the officers, directors, employees and agents thereof and the Noteholders from and against any loss, liability or expense incurred by reason of (i) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s violation of federal or state securities laws in connection with the offering and sale of the Notes. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trustee, Trust Collateral Agent and Backup Servicer and the officers, directors, employees and agents thereof 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 set forth herein and in the Basic Documents except to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee, Trustee or the Trustee, Trust Collateral AgentAgent and Backup Servicer, respectively. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Trustee Trustee, the Backup Servicer or the Trust Collateral Agent and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Sale Agreement. (ai) The Seller shall indemnify, defend and hold harmless the Owner Trustee, the Issuer, the Trustee Purchaser and the Trust Collateral Agent Eligible Lender Trustee in its individual capacity and their respective officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated herein and in this Agreement and any of the other Basic Documents (except any such income taxes arising out of fees paid to the Owner Eligible Lender Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby), including any sales, gross receipts, general corporation, tangible or and intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, federal or other income taxes arising out of distributions on the Notes) and costs and expenses in defending against the same. (bii) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee Purchaser and the Trust Collateral Agent Eligible Lender Trustee in its individual capacity and the their officers, directors, employees and agents thereof of the Purchaser and the Noteholders from and against any loss, liability or expense incurred by reason of (i) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s violation of federal or state securities laws in connection with the offering and sale of the Notes. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Eligible Lender Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, the Seller's willful misfeasance, bad faith or gross negligence in the performance of its duties under the Sale Agreement, or by reason of reckless disregard of its obligations and duties under the Sale Agreement. (iii) The Seller shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Eligible Lender Trustee in its individual capacity and its officers, directors, employees and agents from and against, all costs, expenses, losses, claims, damages, obligations and liabilities arising out of, incurred in connection with or relating to the Sale Agreement, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Basic Documents Sale Agreement or the action or the inaction of the Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage damage, obligation or liability liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Eligible Lender Trustee, (b) shall arise from any breach by the Eligible Lender Trustee of its covenants in its individual capacity under any of the Basic Documents; or (c) shall arise from the Trust Collateral Agentbreach by the Eligible Lender Trustee of any of its representations or warranties in its individual capacity set forth in these Master Sale Terms or any Sale Agreement. In the event of any claim, respectivelyaction or proceeding for which indemnity will be sought pursuant to this paragraph, the Eligible Lender Trustee's choice of legal counsel shall be subject to the approval of the Seller, which approval shall not be unreasonably withheld. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Eligible Lender Trustee or the Trust Collateral Agent and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, these Master Sale Terms and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf for the benefit of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (a) The Seller shall indemnify, defend and hold harmless the Owner TrusteeIssuing Entity, the Issuer, the Owner Trustee and the Trust Collateral Agent Indenture Trustee and their respective officers, directors, employees directors and agents from and against any taxes that may at any time be asserted against any such Person the Issuing Entity, the Owner Trustee or the Indenture Trustee or their officers, directors, and agents with respect to the transactions or activities contemplated in this Agreement and any sale of the Basic Documents (except any income taxes arising out of fees paid Receivables to the Owner Trustee, Issuing Entity or the Trust Collateral Agent issuance and original sale of the Certificate and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby)Notes, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the IssuerIssuing Entity, not including any taxes asserted with respect to, federal to ownership of the Receivables or Federal or other income taxes arising out of distributions on the Notestransactions contemplated by this Agreement) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the IssuerIssuing Entity, the Owner Trustee, the Trustee and the Trust Collateral Agent Indenture Trustee and the their officers, directors, employees and agents thereof and the Noteholders from and against any loss, liability or expense incurred by reason of (i) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the IssuerIssuing Entity’s violation of federal Federal or state State securities laws in connection with the offering and sale of the NotesNotes and the Certificate. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof from and against pay any and all costsstate and local property taxes (including taxes on intangibles), expensesexcise taxes, losses, claims, damages sales taxes and liabilities arising out of, similar taxes levied or incurred in connection with the acceptance assessed upon all or performance of the trusts and duties set forth herein and in the Basic Documents except to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) any part of the Owner TrusteeTrust Estate including, Trustee or without limitation, the Trust Collateral Agent, respectively. Receivables. (d) Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent Indenture Trustee and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement., which obligations shall include the following: (a) The Seller shall indemnify, defend and hold harmless the Owner Trustee, the Issuer, the Trustee Trustees and the Trust Collateral Agent Servicer and their respective any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated herein and in this Agreement and any of the other Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby)Documents, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuer or the issuance and original sale of the Securities, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the NotesSecurities) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee Trustees and the Trust Collateral Agent Securityholders and any of the officers, directors, employees and agents thereof of the Issuer, the Owner Trustee, the Delaware Trustee and the Noteholders Indenture Trustee from and against any loss, liability or expense incurred by reason of (i) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s violation of federal or state securities laws in connection with the offering and sale of the NotesSecurities. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee Trustees and the Trust Collateral Agent and the their respective officers, directors, employees and agents thereof from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, of or incurred in connection with the acceptance or performance of the trusts and duties set forth herein and contained in the Basic Documents Trust Agreement, in the case of the Owner Trustee and the Delaware Trustee, and contained in the Indenture, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability liability: (i) in the case of the Owner Trustee, shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) in the case of the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee or shall arise from the breach by the Indenture Trustee of any of its representations or warranties set forth in Section 6.13 of the Indenture or (iii) in the case of the Delaware Trustee, shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee, Delaware Trustee or shall arise from the breach by the Delaware Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Collateral Agent, respectivelyAgreement. (d) The Seller shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Delaware Trustee or the Trust Collateral Agent Indenture Trustee, as the case may be, and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (a) The Seller shall indemnify, defend and hold harmless the Owner Trustee, the Issuer, the Trustee and the Trust Collateral Agent and their respective officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated in this Agreement and any of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby), including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, federal or other income taxes arising out of distributions on the Notes) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof and the Noteholders from and against any loss, liability or expense incurred by reason of (i) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s violation of federal or state State securities laws in connection with the offering and sale of the Notes. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof 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 set forth herein and in the Basic Documents except to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasancemisconduct, bad faith or negligence (except for errors in judgment) of the Owner Trustee, Trustee or the Trust Collateral Agent, respectively. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigationlitigation (including any reasonable fees and expenses of counsel incurred by any indemnified party in connection with any action or suit brought to enforce any indemnification or other obligation under the Basic Documents). If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement., and hereby agrees to the following: (a) The Seller shall indemnify, defend and hold harmless the Owner Trustee, the Issuer, the Trustee and the Trust Collateral Agent and their respective officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated in this Agreement and any of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby), including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, federal or other income taxes arising out of distributions on the Notes) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof and the Noteholders Indenture Trustee from and against any loss, liability or expense incurred by reason of (i) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s violation of federal or state State securities laws in connection with the offering and registration or the sale of the Notes. (cb) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof from and against will pay any and all costs, expenses, losses, claims, damages and liabilities arising out of, taxes levied or incurred in connection with assessed upon the acceptance Issuer or performance upon all or any part of the trusts and duties set forth herein and in the Basic Documents except to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence Trust Estate. (except for errors in judgmentc) of the Owner Trustee, Trustee or the Trust Collateral Agent, respectively. Indemnification under this Section shall 5.2 will survive the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent Indenture Trustee and the termination of this Agreement or the Indenture or the Trust Agreementand will include, as applicablewithout limitation, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have has made any indemnity payments pursuant to this Section 5.2 and the Person to or on behalf of whom such payments are made thereafter shall collect collects any of such amounts from others, such Person shall will promptly repay such amounts to the Seller, without interest. (d) The Seller’s obligations under this Section 5.2 are obligations solely of the Seller and will not constitute a claim against the Seller to the extent that the Seller does not have funds sufficient to make payment of such obligations. In furtherance of and not in derogation of the foregoing, the Issuer, the Servicer, the Indenture Trustee and the Owner Trustee, by entering into or accepting this Agreement, acknowledge and agree that they have no right, title or interest in or to the Other Assets of the Seller. To the extent that, notwithstanding the agreements and provisions contained in the preceding sentence, the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee either (i) asserts an interest or claim to, or benefit from, Other Assets or (ii) is deemed to have any such interest, claim to, or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), then the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and will be expressly subordinated to the indefeasible payment in full, which, under the terms of the relevant documents relating to the securitization or conveyance of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Seller), including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement will be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Issuer, the Servicer, the Indenture Trustee and the Owner Trustee each further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 5.2(d) and the terms of this Section 5.2(d) may be enforced by an action for specific performance. The provisions of this Section 5.2(d) will be for the third party benefit of those entitled to rely thereon and will survive the termination of this Agreement.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement., and hereby agrees to the following: (a) The Seller shall indemnify, defend and hold harmless the Owner Trusteedefend, the Issuer, the Trustee and the Trust Collateral Agent and their respective officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated in this Agreement and any of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby), including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, federal or other income taxes arising out of distributions on the Notes) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee Noteholders and the Trust Collateral Agent and the officers, directors, employees and agents thereof and the Noteholders Indenture Trustee from and against any loss, liability or expense incurred by reason of (i) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s violation of federal or state State securities laws in connection with the offering and registration or the sale of the Notes. (cb) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof from and against will pay any and all costs, expenses, losses, claims, damages and liabilities arising out of, taxes levied or incurred in connection with assessed upon the acceptance Issuer or performance upon all or any part of the trusts and duties set forth herein and in the Basic Documents except to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence Trust Estate. (except for errors in judgmentc) of the Owner Trustee, Trustee or the Trust Collateral Agent, respectively. Indemnification under this Section shall 5.2 will survive the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent Indenture Trustee and the termination of this Agreement or the Indenture or the Trust Agreementand will include, as applicablewithout limitation, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have has made any indemnity payments pursuant to this Section 5.2 and the Person to or on behalf of whom such payments are made thereafter shall collect collects any of such amounts from others, such Person shall will promptly repay such amounts to the Seller, without interest. (d) The Seller’s obligations under this Section 5.2 are obligations solely of the Seller and will not constitute a claim against the Seller to the extent that the Seller does not have funds sufficient to make payment of such obligations. In furtherance of and not in derogation of the foregoing, the Issuer, the Servicer, the Indenture Trustee and the Owner Trustee, by entering into or accepting this Agreement, acknowledge and agree that they have no right, title or interest in or to the Other Assets of the Seller. To the extent that, notwithstanding the agreements and provisions contained in the preceding sentence, the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee either (i) asserts an interest or claim to, or benefit from, Other Assets, or (ii) is deemed to have any such interest, claim to, or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), then the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee, as applicable, further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and will be expressly subordinated to the indefeasible payment in full, which, under the terms of the relevant documents relating to the securitization or conveyance of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Seller), including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement will be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Issuer, the Servicer, the Indenture Trustee and the Owner Trustee each further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 5.2(d) and the terms of this Section 5.2(d) may be enforced by an action for specific performance. The provisions of this Section 5.2(d) will be for the third party benefit of those entitled to rely thereon and will survive the termination of this Agreement.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement., which obligations shall include the following: (a) The Seller shall indemnify, defend and hold harmless the Owner Trustee, the Issuer, the Trustee Trustees and the Trust Collateral Agent Servicer and their respective any of the officers, directors, employees and agents of the Issuer, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated herein and in this Agreement and any of the other Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby)Documents, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuer or the issuance and original sale of the Securities, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the NotesSecurities) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee Trustees and the Trust Collateral Agent Securityholders and any of the officers, directors, employees and agents thereof of the Issuer, the Owner Trustee and the Noteholders Indenture Trustee from and against any loss, liability or expense incurred by reason of (i) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s violation of federal or state securities laws in connection with the offering and sale of the NotesSecurities. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee Trustees and the Trust Collateral Agent and the their respective officers, directors, employees and agents thereof from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, of or incurred in connection with the acceptance or performance of the trusts and duties set forth herein and contained in the Basic Documents Trust Agreement, 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 cost, expense, loss, claim, damage or liability liability: (i) in the case of the Owner Trustee, shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) in the case of the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee or shall arise from the breach by the Indenture Trustee of any of its representations or warranties set forth in Section 6.13 of the Indenture. (except for errors in judgmentd) The Seller shall pay any and all taxes levied or assessed upon all or any part of the Owner Trustee, Trustee or the Trust Collateral Agent, respectivelyEstate. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent Indenture Trustee, as the case may be, and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Sale Agreement. (a) The Seller shall indemnify, defend and hold harmless the Owner Trustee, the Issuer, Purchaser and the Trustee and the Trust Collateral Agent in its individual capacity and their respective officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated herein and in this Agreement and any of the other Basic Documents (except any such income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby), including any sales, gross receipts, general corporation, tangible or and intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, federal or other income taxes arising out of distributions on the Notes) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Purchaser and the Trustee in its individual capacity and the Trust Collateral Agent and the their officers, directors, employees and agents thereof of the Purchaser and the Noteholders from and against any loss, liability or expense incurred by reason of (i) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s violation of federal or state securities laws in connection with the offering and sale of the Notes. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, the Seller's willful misfeasance, bad faith or gross negligence in the performance of its duties under the Sale Agreement, or by reason of reckless disregard of its obligations and duties under the Sale Agreement. (c) The Seller shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Trustee in its individual capacity and its officers, directors, employees and agents from and against, all costs, expenses, losses, claims, damages, obligations and liabilities arising out of, incurred in connection with or relating to the Sale Agreement, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Basic Documents Sale Agreement or the action or the inaction of the Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage damage, obligation or liability liability: (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee, (ii) shall arise from any breach by the Trustee of its covenants in its individual capacity under any of the Basic Documents; or (iii) shall arise from the Trust Collateral Agentbreach by the Trustee of any of its representations or warranties in its individual capacity set forth in these Master Sale Terms or any Sale Agreement. In the event of any claim, respectivelyaction or proceeding for which indemnity will be sought pursuant to this paragraph, the Trustee's choice of legal counsel shall be subject to the approval of the Seller, which approval shall not be unreasonably withheld. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, these Master Sale Terms and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf for the benefit of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (a) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the IssuerIndenture Trustee, the Trustee Securities Intermediary and the Trust Collateral Agent and their respective officers, directors, employees and agents Servicer from and against any taxes that may at any time be asserted against any such Person with respect to, as of the date hereof, the sale of the Receivables to the transactions Issuer or activities contemplated in this Agreement the issuance and any original sale of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent Notes and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby)Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuer or the issuance and original sale of the Certificate or any of the Notes, or asserted with respect to ownership of the Receivables or federal or other income taxes arising out of payments or distributions on the Certificate or the Notes) and costs and expenses in defending against the samesame (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Seller). (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee Indenture Trustee, the Securities Intermediary, the Issuer, the Certificateholder and the Trust Collateral Agent Noteholders and any of the officers, directors, employees and agents thereof and of the Noteholders Issuer, the Owner Trustee, the Indenture Trustee from and against any loss, liability or expense (including, but not limited to, reasonable legal fees and expenses (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Seller)) incurred by reason of (i) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and Agreement, (ii) the Seller’s or the Issuer’s violation of federal or state securities laws in connection with the offering and sale of any of the NotesNotes or the Certificate, and (iii) any failure of a Receivable to have been originated in compliance with all applicable requirements of law. (c) The Except as set forth in clause (a) above, the Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof from and against pay any and all coststaxes levied or assessed upon all or any part of the Trust Estate. (d) Promptly after receipt by a party indemnified under this Section 6.03 or Section 3.02 (a “Seller Indemnified Party”) of notice of the commencement of any action, expensessuch Seller Indemnified Party will, lossesif a claim in respect thereof is to be made against the party providing indemnification under this Section 6.03 or Section 3.02 (a “Seller Indemnifying Party”), claimsnotify such Seller Indemnifying Party of the commencement thereof. In case any such action is brought against any Seller Indemnified Party under this Section 6.03 or Section 3.02 and it notifies the Seller Indemnifying Party of the commencement thereof, damages the Seller Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Seller Indemnified Party, and liabilities arising out of, the Seller Indemnifying Party will not be liable to such Seller Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Seller Indemnified Party in connection with the acceptance or performance defense thereof, other than reasonable costs of the trusts and duties investigation. The obligations set forth herein and in the Basic Documents except to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee, Trustee or the Trust Collateral Agent, respectively. Indemnification under this Section 6.03 and Section 3.02 shall survive the termination of this Agreement or the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, Trustee and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect collects any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (a) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the IssuerIndenture Trustee, the Trustee Securities Intermediary and the Trust Collateral Agent and their respective officers, directors, employees and agents Servicer from and against any taxes that may at any time be asserted against any such Person with respect to, as of the date hereof, the sale of the Receivables to the transactions Issuer or activities contemplated in this Agreement the issuance and any original sale of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent Notes and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby)Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuer or the issuance and original sale of the Certificate or any of the Notes, or asserted with respect to ownership of the Receivables or federal or other income taxes arising out of payments or distributions on the Certificate or the Notes) and costs and expenses in defending against the samesame (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Seller). (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee Indenture Trustee, the Securities Intermediary, the Issuer, the Certificateholder and the Trust Collateral Agent Noteholders and any of the officers, directors, employees and agents thereof and of the Noteholders Issuer, the Owner Trustee, the Indenture Trustee from and against any loss, liability or expense (including, but not limited to, reasonable legal fees and expenses (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Seller) incurred by reason of (i) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s violation of federal or state securities laws in connection with the offering and sale of any of the NotesNotes or the Certificate. (c) The Except as set forth in clause (a) above, the Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof from and against pay any and all coststaxes levied or assessed upon all or any part of the Trust Estate. (d) Promptly after receipt by a party indemnified under this Section 6.03 or Section 3.02 (a “Seller Indemnified Party”) of notice of the commencement of any action, expensessuch Seller Indemnified Party will, lossesif a claim in respect thereof is to be made against the party providing indemnification under this Section 6.03 or Section 3.02 (a “Seller Indemnifying Party”), claimsnotify such Seller Indemnifying Party of the commencement thereof. In case any such action is brought against any Seller Indemnified Party under this Section 6.03 or Section 3.02 and it notifies the Seller Indemnifying Party of the commencement thereof, damages the Seller Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Seller Indemnified Party, and liabilities arising out of, the Seller Indemnifying Party will not be liable to such Seller Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Seller Indemnified Party in connection with the acceptance or performance defense thereof, other than reasonable costs of the trusts and duties investigation. The obligations set forth herein and in the Basic Documents except to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee, Trustee or the Trust Collateral Agent, respectively. Indemnification under this Section 6.03 and Section 3.02 shall survive the termination of this Agreement or the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, Trustee and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect collects any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement., which obligations shall include the following: (a) The Seller shall indemnify, defend and hold harmless the Owner Trustee, the Issuer, the Trustee Trustees and the Trust Collateral Agent Servicer and their respective any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated herein and in this Agreement and any of the other Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby)Documents, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuer or the issuance and original sale of the Securities, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the NotesSecurities) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee Trustees and the Trust Collateral Agent Securityholders and any of the officers, directors, employees and agents thereof of the Issuer, the Owner Trustee, the Delaware Trustee and the Noteholders Indenture Trustee from and against any loss, liability or expense incurred by reason of (i) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s violation of federal or state securities laws in connection with the offering and sale of the NotesSecurities. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee Trustees and the Trust Collateral Agent and the their respective officers, directors, employees and agents thereof from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, of or incurred in connection with the acceptance or performance of the trusts and duties set forth herein and contained in the Basic Documents Trust Agreement, in the case of the Owner Trustee and the Delaware Trustee, and contained in the Indenture, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability liability: (i) in the case of the Owner Trustee, shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or 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, (ii) in the case of the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee or shall arise from the breach by the Indenture Trustee of any of its representations or warranties set forth in Section 6.13 of the Indenture or (iii) in the case of the Delaware Trustee, shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee, Delaware Trustee or shall arise from the breach by the Delaware Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Collateral Agent, respectivelyAgreement. (d) The Seller shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Delaware Trustee or the Trust Collateral Agent Indenture Trustee, as the case may be, and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement. (a) Agreement and shall have no other obligations or liabilities hereunder. The Seller shall indemnify, defend and hold harmless the Owner Trustee, the Issuer, the Owner Trustee and the Trust Collateral Agent and their respective officers, directors, employees and agents Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the sale of the Receivables to the transactions Issuer or activities contemplated in this Agreement the issuance and any original sale of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent Notes and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby)Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege privilege, or license taxes (but, in the case of the Issuer, but not including any taxes asserted with respect to, to ownership of the Receivables or federal or other income taxes, including franchise taxes measured by net income), arising out of distributions on the Notes) transactions contemplated by this Agreement and the other Basic Documents, and costs and expenses in defending against the same. (b) . The Seller shall indemnify, defend defend, and hold harmless the Issuer, the Owner Trustee, the Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof and the Noteholders Indenture Trustee from and against any loss, liability or expense incurred by reason of (i) the Seller’s 's willful misfeasance, bad faith faith, or gross negligence in the performance of its duties under this Agreementhereunder, or by reason of reckless disregard of its the obligations and duties under this Agreement hereunder and (ii) the Seller’s or the Issuer’s 's violation of federal or state securities laws in connection with the offering and registration of the sale of the Notes. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee Notes and the Trust Collateral Agent and the officers, directors, employees and agents thereof 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 set forth herein and in the Basic Documents except to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee, Trustee or the Trust Collateral Agent, respectivelyCertificates. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and 6.2 shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 and the Person to Issuer, the Owner Trustee or on behalf of whom such payments are made the Indenture Trustee, respectively, thereafter shall collect any of such amounts from others, such Person the Issuer, the Owner Trustee or the Indenture Trustee, respectively, shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (a) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the IssuerTrust, the Trustee Insurer, the Trustee, Backup Servicer, Collateral Agent and the Trust Collateral Agent and their respective its officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated in this Agreement and any of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent Agent, the Trustee and the Trustee Insurer and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby), including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, federal or other income taxes arising out of distributions on the Notes) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee Trustee, Backup Servicer, Collateral Agent and the Trust Collateral Agent and the officers, directors, employees and agents thereof thereof, the Insurer and the Noteholders from and against any loss, liability or expense incurred by reason of (i) the Seller’s 's willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s 's or the Issuer’s 's violation of federal or state securities laws in connection with the offering and sale of the Notes. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trustee, Trust Collateral Agent, Collateral Agent and Backup Servicer and the officers, directors, employees and agents thereof 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 set forth herein and in the Basic Documents except to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee, Trustee or the Trustee, Trust Collateral Agent, Collateral Agent and Backup Servicer respectively. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the such Seller under this Agreement. (a) . The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Issuer, the Indenture Trustee and the Trust Collateral Agent and their respective officers, directors, employees and agents Master Servicer from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated herein and in this Agreement and any of the other Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby)Documents, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, 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 Certificates or the Notes) and costs and expenses in defending against the same. (b) . The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof and the Noteholders Securityholders from and against any loss, liability or expense incurred by reason of (i) the such Seller’s 's willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s violation of federal or state securities laws in connection with the offering and sale of the Notes. (c) Agreement. The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof Indenture Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, of or incurred in connection with the acceptance or performance of the trusts and duties set forth herein and and, in the Basic Documents case of the Owner Trustee, in the Trust Agreement and, in the case of the Indenture Trustee, in the Indenture, except to the extent that such cost, expense, loss, claim, damage or liability liability, in the case of (i) the Owner Trustee, shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee or shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Indenture Trustee, Trustee shall be due to the willful misfeasance, bad faith or negligence of the Trust Collateral Agent, respectivelyIndenture Trustee. Indemnification under this Section shall survive the resignation or removal of the Owner Trusteeinclude, the Trustee or the Trust Collateral Agent and the termination of this Agreement or the Indenture or the Trust Agreementwithout limitation, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the such Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement., and xxxxxx agrees to the following: (a) The Seller shall indemnify, defend and hold harmless the Owner Trusteedefend, the Issuer, the Trustee and the Trust Collateral Agent and their respective officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated in this Agreement and any of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby), including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, federal or other income taxes arising out of distributions on the Notes) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Delaware Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof and the Noteholders Indenture Trustee (including when performing its duties as Relevant Trustee) from and against any loss, liability or expense (including reasonable attorneys’ fees and expenses and court costs and any losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee, the Owner Trustee or the Delaware Trustee breached its standard of care and legal fees and expenses incurred in actions against the indemnifying party) incurred by reason of (i) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s violation of federal or state State securities laws in connection with the offering and registration or the sale of the Notes. (cb) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof 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 set forth herein and in the Basic Documents except to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee, Trustee or the Trust Collateral Agent, respectively. Indemnification under this Section shall 5.2 will survive the resignation or removal of the Owner Trustee, the Delaware Trustee or the Trust Collateral Agent Indenture Trustee and the termination of this Agreement or the Indenture or the Trust Agreementand will include, as applicablewithout limitation, and shall include reasonable fees and expenses of counsel and other expenses of litigationlitigation including those incurred in connection with the enforcement of the Owner Trustee’s, the Delaware Trustee’s or the Indenture Trustee’s respective rights (including indemnification rights) under the Transaction Documents. If the Seller shall have has made any indemnity payments pursuant to this Section 5.2 and the Person to or on behalf of whom such payments are made thereafter shall collect collects any of such amounts from others, such Person shall will promptly repay such amounts to the Seller, without interest. (c) The Seller’s obligations under this Section 5.2 are obligations solely of the Seller and will not constitute a claim against the Seller to the extent that the Seller does not have funds sufficient to make payment of such obligations. In furtherance of and not in derogation of the foregoing, the Issuer, the Servicer, the Indenture Trustee and the Owner Trustee, by entering into or accepting this Agreement, acknowledge and agree that they have no right, title or interest in or to the Other Assets of the Seller. To the extent that, notwithstanding the agreements and

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (a) The Seller shall indemnify, defend and hold harmless the Owner Trustee, the Issuer, the Trustee and the Trust Collateral Agent and their respective officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated in this Agreement and any of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby), including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, federal or other income taxes arising out of distributions on the Notes) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof and the Noteholders from and against any loss, liability or expense incurred by reason of (i) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s violation of federal or state securities laws in connection with the offering and sale of the Notes. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof 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 set forth herein and in the Basic Documents except to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasancemisconduct, bad faith or negligence (except for errors in judgment) of the Owner Trustee, Trustee or the Trust Collateral Agent, respectively. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigationlitigation (including fees and expenses incurred in connection with any action or suit brought to enforce any indemnification or other obligation under the Basic Documents). If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (a) The Seller shall indemnify, defend and hold harmless the Trust, the Owner Trustee, the Issuer, the Indenture Trustee and the Trust Collateral Agent and their respective officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to, as of the date hereof, the sale of the Receivables to the transactions Trust or activities contemplated in this Agreement the issuance and any original sale of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent Notes and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby)Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes and any and all other taxes levied or assessed upon the Issuer or upon all or any part of the Trust Estate (but, in the case of the IssuerTrust, not including any taxes asserted with respect to, to ownership of the Receivables or federal or other income taxes arising out of distributions on the Notestransactions contemplated by this Agreement and the Basic Documents) and costs and expenses in defending against the same. Without limiting the generality of the foregoing, if a tax is levied or assessed upon the Issuer or upon all or any part of the Trust Estate under HB3, which tax becomes due and payable after the Closing Date, the Seller shall pay such tax (or cause such tax to be paid) to the applicable taxing authority on behalf of the Issuer. Notwithstanding anything to the contrary contained herein, nothing in this Agreement should be read to imply that the Issuer is doing business in Texas, has sufficient nexus with Texas in order for HB3 to apply to the Issuer or is otherwise subject to the tax described in HB3. (b) The Seller shall indemnify, defend and hold harmless the Issuer, Owner Trustee and the Owner Indenture Trustee, the Trustee and Trust, the Trust Collateral Agent and the officers, directors, employees and agents thereof Certificateholders and the Noteholders from and against any loss, liability or expense incurred by reason of (i) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement Agreement, and (ii) the Seller’s or the Issuer’s violation of federal or state securities laws in connection with the offering and registration or the sale of the Notes. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee Certificates and the Trust Collateral Agent and the officers, directors, employees and agents thereof 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 set forth herein and in the Basic Documents except to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee, Trustee or the Trust Collateral Agent, respectivelyNotes. Indemnification under this Section 6.03 shall survive the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments payment to any Person entitled thereto pursuant to this Section 6.03 and the such Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest (except to the extent the recipient collects interest from others). Promptly after receipt by a party indemnified under this Section 6.03 (for purposes of this paragraph, an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim is to be made in respect thereof against the Seller under this Section 6.03, notify the Seller of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 6.03 and it notifies the Seller of the commencement thereof, the Seller will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Seller), and the Seller will not be liable to such Indemnified Party under this Section 6.03 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 6.03 shall survive the termination of this Agreement or the resignation or removal of the Owner Trustee or the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section 6.03 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 Seller, without interest (except to the extent received by such Person).

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (a) The Seller shall indemnify, defend and hold harmless the Trust, the Owner Trustee, the Issuer, the Indenture Trustee and the Trust Collateral Agent and their respective officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to, as of the date hereof, the sale of the Receivables to the transactions Trust or activities contemplated in this Agreement the issuance and any original sale of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent Notes and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby)Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the IssuerTrust, not including any taxes asserted with respect to, to ownership of the Receivables or federal or other income taxes arising out of distributions on the Notestransactions contemplated by this Agreement and the Basic Documents) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, Owner Trustee and the Owner Indenture Trustee, the Trustee and Trust, the Trust Collateral Agent and the officers, directors, employees and agents thereof Certificateholders and the Noteholders from and against any loss, liability or expense incurred by reason of (i) the Seller’s 's willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement Agreement, and (ii) the Seller’s 's or the Issuer’s 's violation of federal or state securities laws in connection with the offering and registration or the sale of the Notes. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee Certificates and the Trust Collateral Agent and the officers, directors, employees and agents thereof 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 set forth herein and in the Basic Documents except to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee, Trustee or the Trust Collateral Agent, respectivelyNotes. Indemnification under this Section 6.03 shall survive the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments payment to any Person entitled thereto pursuant to this Section 6.03 and the such Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest (except to the extent the recipient collects interest from others). Promptly after receipt by a party indemnified under this Section 6.03 (for purposes of this paragraph, an "Indemnified Party") of notice of the commencement of any action, such Indemnified Party will, if a claim is to be made in respect thereof against the Seller under this Section 6.03, notify the Seller of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 6.03 and it notifies the Seller of the commencement thereof, the Seller will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Seller), and the Seller will not be liable to such Indemnified Party under this Section 6.03 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 6.03 shall survive the termination of this Agreement or the resignation or removal of the Owner Trustee or the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section 6.03 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 Seller, without interest (except to the extent received by such Person).

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (a) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the IssuerSecurityholders, the Trustee Backup Servicer and the Trust Collateral Agent and their respective officers, directors, employees and agents Trustee from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated in this Agreement and any of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent Trustee and the Trustee Backup Servicer and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated herebysubject), including without limitation any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the IssuerIssuer and the Securityholders, not including any taxes asserted with respect to, to federal or other income taxes arising out of distributions on the NotesNotes and the Residual Pass-through Certificates) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof and the Noteholders Securityholders from and against any loss, liability or expense incurred by reason of (i) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s violation of federal Federal or state State securities laws in connection with the offering and sale of the NotesNotes or the Residual Pass-through Certificates. (c) The Seller shall indemnify, defend and hold harmless the Issuer, each of the Owner Trustee, the Trustee and the Trust Collateral Agent Backup Servicer and the its respective officers, directors, employees and agents thereof 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 set forth herein and in the Basic Documents (other than overhead and expenses incurred in the normal course of business) except to the extent that such cost, expense, loss, claim, damage or liability shall be due to the such entity’s (or its officers’, directors’, employees’ or agents’) willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee, Trustee or the Trust Collateral Agent, respectively). Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent Backup Servicer and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (ai) The Seller shall indemnify, defend defend, and hold harmless harmless, the Owner Trustee in its individual and trust capacities, the Indenture Trustee, the Issuer, the Trustee and the Trust Collateral Agent and their respective officers, directors, employees and agents agents, the Trust and the Noteholders from and against any taxes that may at any time be asserted against any such Person parties with respect to, and as of the date of, the sale of the Receivables to the transactions Trust or activities contemplated in this Agreement the issuance and any original sale of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent Certificate and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby)Notes, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege privilege, or license taxes (but, in the case of the IssuerTrust, not including any taxes asserted with respect to, to ownership of the Receivables or federal or other income taxes arising out of distributions on the Certificate or the Notes) and costs and expenses in defending against the same. (bii) The Seller shall indemnify, defend defend, and hold harmless the Issuerharmless, the Owner Trustee (in its individual and trust capacities), the Indenture Trustee, the Trustee and the Trust Collateral Agent and the their officers, directors, employees and agents thereof and the Noteholders Trust from and against any loss, liability liability, or expense incurred by reason of (ia) the Seller’s 's willful misfeasance, bad faith faith, or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (iib) the Seller’s or the Issuer’s 's violation of federal or state State securities laws in connection with the offering and registration of the sale of the NotesCertificate. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof 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 set forth herein and in the Basic Documents except to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee, Trustee or the Trust Collateral Agent, respectively. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the such Seller under this Agreement. (a) . The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the IssuerIndenture Trustee, the Trustee Backup Servicer and the Trust Collateral Agent and their respective officers, directors, employees and agents Master Servicer from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated herein and in this Agreement and any of the other Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby)Documents, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, 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 Certificates or the Notes) and costs and expenses in defending against the same. (b) . The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee Indenture Trustee, the Backup Servicer and the Trust Collateral Agent and the officers, directors, employees and agents thereof and the Noteholders Securityholders from and against any loss, liability or expense incurred by reason of (i) the such Seller’s 's willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s violation of federal or state securities laws in connection with the offering and sale of the Notes. (c) Agreement. The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof Backup Servicer from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, of or incurred in connection with the acceptance or performance of the trusts and duties set forth herein and and, in the Basic Documents case of the Owner Trustee, in the Trust Agreement and, in the case of the Indenture Trustee, in the Indenture, except to the extent that such cost, expense, loss, claim, damage or liability liability, in the case of (i) the Owner Trustee, shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee or shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, (ii) the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee or (iii) the Trust Collateral AgentBackup Servicer, respectivelyshall be due to the willful misfeasance, bad faith or negligence of the Backup Servicer. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the such Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement. (a) Agreement and shall have no other obligations or liabilities hereunder. The Seller shall indemnify, defend and hold harmless the Owner Trustee, the Issuer, the Owner Trustee and the Trust Collateral Agent and their respective officers, directors, employees and agents Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the sale of the Receivables to the transactions Issuer or activities contemplated in this Agreement the issuance and any original sale of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent Notes and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby)Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege privilege, or license taxes (but, in the case of the Issuer, but not including any taxes asserted with respect to, to ownership of the Receivables or federal or other income taxes, including franchise taxes measured by net income), arising out of distributions on the Notes) transactions contemplated by this Agreement and the other Basic Documents, and costs and expenses in defending against the same. (b) . The Seller shall indemnify, defend defend, and hold harmless the Issuer, the Owner Trustee, the Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof and the Noteholders Indenture Trustee from and against any loss, liability or expense incurred by reason of (i) the Seller’s willful 's wilful misfeasance, bad faith faith, or gross negligence in the performance of its duties under this Agreementhereunder, or by reason of reckless disregard of its the obligations and duties under this Agreement hereunder and (ii) the Seller’s or the Issuer’s 's violation of federal or state securities laws in connection with the offering and registration of the sale of the Notes. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee Notes and the Trust Collateral Agent and the officers, directors, employees and agents thereof 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 set forth herein and in the Basic Documents except to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee, Trustee or the Trust Collateral Agent, respectivelyCertificates. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and 6.2 shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 and the Person to Issuer, the Owner Trustee or on behalf of whom such payments are made the Indenture Trustee, respectively, thereafter shall collect any of such amounts from others, such Person the Issuer, the Owner Trustee or the Indenture Trustee, respectively, shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement., which obligations shall include the following: (a) The Seller shall indemnify, defend and hold harmless the Owner Trustee, the Issuer, the Trustee Trustees and the Trust Collateral Agent Servicer and their respective any of the officers, directors, employees and agents of the Issuer, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated herein and in this Agreement and any of the other Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby)Documents, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuer or the issuance and original sale of the Securities, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the NotesSecurities) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee Trustees and the Trust Collateral Agent Securityholders and any of the officers, directors, employees and agents thereof of the Issuer, the Owner Trustee and the Noteholders Indenture Trustee from and against any loss, liability or expense incurred by reason of (i) the Seller’s 's willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s 's or the Issuer’s 's violation of federal or state securities laws in connection with the offering and sale of the NotesSecurities. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee Trustees and the Trust Collateral Agent and the their respective officers, directors, employees and agents thereof from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, of or incurred in connection with the acceptance or performance of the trusts and duties set forth herein and contained in the Basic Documents Trust Agreement, 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 cost, expense, loss, claim, damage or liability liability: (i) in the case of the Owner Trustee, shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) in the case of the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. (except for errors in judgmentd) The Seller shall pay any and all taxes levied or assessed upon all or any part of the Owner Trustee, Trustee or the Trust Collateral Agent, respectivelyEstate. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent Indenture Trustee, as the case may be, and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (a) The Seller shall indemnify, defend and hold harmless the Trust, the Owner Trustee, the Issuer, the Indenture Trustee and the Trust Collateral Agent and their respective officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to, as of the date hereof, the sale of the Receivables to the transactions Trust or activities contemplated in this Agreement the issuance and any original sale of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent Notes and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby)Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the IssuerTrust, not including any taxes asserted with respect to, to ownership of the Receivables or federal or other income taxes arising out of distributions on the Notestransactions contemplated by this Agreement and the Basic Documents) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, Owner Trustee and the Owner Indenture Trustee, the Trustee and Trust, the Trust Collateral Agent and the officers, directors, employees and agents thereof Certificateholders and the Noteholders from and against any loss, liability or expense incurred by reason of (i) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement Agreement, and (ii) the Seller’s or the Issuer’s violation of federal or state securities laws in connection with the offering and registration or the sale of the Notes. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee Certificates and the Trust Collateral Agent and the officers, directors, employees and agents thereof 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 set forth herein and in the Basic Documents except to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee, Trustee or the Trust Collateral Agent, respectivelyNotes. Indemnification under this Section 6.03 shall survive the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments payment to any Person entitled thereto pursuant to this Section 6.03 and the such Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest (except to the extent the recipient collects interest from others). Promptly after receipt by a party indemnified under this Section 6.03 (for purposes of this paragraph, an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim is to be made in respect thereof against the Seller under this Section 6.03, notify the Seller of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 6.03 and it notifies the Seller of the commencement thereof, the Seller will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Seller), and the Seller will not be liable to such Indemnified Party under this Section 6.03 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 6.03 shall survive the termination of this Agreement or the resignation or removal of the Owner Trustee or the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section 6.03 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 Seller, without interest (except to the extent received by such Person).

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (a) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the IssuerIndenture Trustee, the Trustee Securities Intermediary and the Trust Collateral Agent and their respective officers, directors, employees and agents Servicer from and against any taxes that may at any time be asserted against any such Person with respect to, as of the date hereof, the sale of the Receivables to the transactions Issuer or activities contemplated in this Agreement the issuance and any original sale of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent Notes and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby)Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuer or the issuance and original sale of the Certificate or any of the Notes, or asserted with respect to ownership of the Receivables or federal or other income taxes arising out of payments or distributions on the Certificate or the Notes) and costs and expenses in defending against the samesame (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Seller). (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee Indenture Trustee, the Securities Intermediary, the Issuer, the Certificateholder and the Trust Collateral Agent Noteholders and any of the officers, directors, employees and agents thereof and of the Noteholders Issuer, the Owner Trustee, the Indenture Trustee from and against any loss, liability or expense (including, but not limited to, reasonable legal fees and expenses (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Seller) incurred by reason of (i) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s violation of federal or state securities laws in connection with the offering and sale of any of the NotesNotes or the Certificate. (c) The Except as set forth in clause (a) above, the Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof from and against pay any and all coststaxes levied or assessed upon all or any part of the Trust Estate. (d) Promptly after receipt by a party indemnified under this Section 6.03 or Section 3.02 (a “Seller Indemnified Party”) of notice of the commencement of any action, expensessuch Seller Indemnified Party will, lossesif a claim in respect thereof is to be made against the party providing indemnification under this Section 6.03 or Section 3.02 (a “Seller Indemnifying Party”), claimsnotify such Seller Indemnifying Party of the commencement thereof. In case any such action is brought against any Seller Indemnified Party under this Section 6.03 or Section 3.02 and it notifies the Seller Indemnifying Party of the commencement thereof, damages the Seller Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Seller Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Seller Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Seller Indemnifying Party), and liabilities arising out of, the Seller Indemnifying Party will not be liable to such Seller Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Seller Indemnified Party in connection with the acceptance or performance defense thereof, other than reasonable costs of the trusts and duties investigation. The obligations set forth herein and in the Basic Documents except to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee, Trustee or the Trust Collateral Agent, respectively. Indemnification under this Section 6.03 and Section 3.02 shall survive the termination of this Agreement or the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, Trustee and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect collects any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (a) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Issuer, the Indenture Trustee and the Trust Collateral Agent and their respective officers, directors, employees and agents Servicer from and against any taxes that may at any time be asserted against any such Person with respect to, as of the date hereof, the sale of the Receivables to the transactions Issuer or activities contemplated in this Agreement the issuance and any original sale of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent Notes and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby)Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuer or the issuance and original sale of the Certificate or any of the Notes, or asserted with respect to ownership of the Receivables or federal or other income taxes arising out of payments or distributions on the Certificate or the Notes) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee Indenture Trustee, the Issuer, the Certificateholder and the Trust Collateral Agent Noteholders and any of the officers, directors, employees and agents thereof of the Issuer, the Owner Trustee and the Noteholders Indenture Trustee from and against any loss, liability or expense incurred by reason of (i) the Seller’s 's willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s 's or the Issuer’s 's violation of federal or state securities laws in connection with the offering and sale of any of the NotesNotes or the Certificate. (c) The Except as set forth in clause (a) above, the Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof from and against pay any and all coststaxes levied or assessed upon all or any part of the Owner Trust Estate. (d) Promptly after receipt by a party indemnified under this Section 6.03 or Section 3.02 (an "Indemnified Party") of notice of the commencement of any action, expensessuch Indemnified Party will, lossesif a claim in respect thereof is to be made against the party providing indemnification under this Section 6.03 or Section 3.02 (an "Indemnifying Party"), claimsnotify such Indemnifying Party of the commencement thereof. In case any such action is brought against any Indemnified Party under this Section 6.03 or Section 3.02 and it notifies the Indemnifying Party of the commencement thereof, damages the Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Indemnifying Party), and liabilities arising out of, the Indemnifying Party will not be liable to such Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the acceptance or performance defense thereof, other than reasonable costs of the trusts and duties investigation. The obligations set forth herein and in the Basic Documents except to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee, Trustee or the Trust Collateral Agent, respectively. Indemnification under this Section 6.03 and Section 3.02 shall survive the termination of this Agreement or the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, Trustee and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect collects any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (a) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the IssuerIndenture Trustee, the Trustee Securities Intermediary and the Trust Collateral Agent and their respective officers, directors, employees and agents Servicer from and against any taxes that may at any time be asserted against any such Person with respect to, as of the date hereof, the sale of the Receivables to the transactions Issuer or activities contemplated in this Agreement the issuance and any original sale of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent Notes and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby)Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuer or the issuance and original sale of the Certificate or any of the Notes, or asserted with respect to ownership of the Receivables or federal or other income taxes arising out of payments or distributions on the Certificate or the Notes) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee Indenture Trustee, the Securities Intermediary, the Issuer, the Certificateholder and the Trust Collateral Agent Noteholders and any of the officers, directors, employees and agents thereof of the Issuer, the Owner Trustee and the Noteholders Indenture Trustee from and against any loss, liability or expense incurred by reason of (i) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s violation of federal or state securities laws in connection with the offering and sale of any of the NotesNotes or the Certificate. (c) The Except as set forth in clause (a) above, the Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof from and against pay any and all coststaxes levied or assessed upon all or any part of the Trust Estate. (d) Promptly after receipt by a party indemnified under this Section 6.03 or Section 3.02 (an “Indemnified Party”) of notice of the commencement of any action, expensessuch Indemnified Party will, lossesif a claim in respect thereof is to be made against the party providing indemnification under this Section 6.03 or Section 3.02 (an “Indemnifying Party”), claimsnotify such Indemnifying Party of the commencement thereof. In case any such action is brought against any Indemnified Party under this Section 6.03 or Section 3.02 and it notifies the Indemnifying Party of the commencement thereof, damages the Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Indemnifying Party), and liabilities arising out of, the Indemnifying Party will not be liable to such Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the acceptance or performance defense thereof, other than reasonable costs of the trusts and duties investigation. The obligations set forth herein and in the Basic Documents except to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee, Trustee or the Trust Collateral Agent, respectively. Indemnification under this Section 6.03 and Section 3.02 shall survive the termination of this Agreement or the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, Trustee and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect collects any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement., and xxxxxx agrees to the following: (a) The Seller shall indemnify, defend and hold harmless the Owner Trusteedefend, the Issuer, the Trustee and the Trust Collateral Agent and their respective officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated in this Agreement and any of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby), including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, federal or other income taxes arising out of distributions on the Notes) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner TrusteeStandby Servicer, the Owner Trustee and (including in its individual capacity), the Grantor Trust, the Grantor Trust Collateral Trustee (including in its individual capacity), the Certificate Paying Agent and the officers, directors, employees and agents thereof and the Noteholders Indenture Trustee (including when performing its duties as Relevant Trustee) from and against any loss, liability or expense (including reasonable attorneys’ fees and expenses and court costs and any losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee, the Owner Trustee (including in its individual capacity), the Certificate Paying Agent or the Grantor Trust Trustee (including in its individual capacity) breached its standard of care and legal fees and expenses incurred in actions against the indemnifying party) incurred by reason of (i) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s violation of federal or state State securities laws in connection with the offering and registration or the sale of the Notes. (cb) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof 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 set forth herein and in the Basic Documents except to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee, Trustee or the Trust Collateral Agent, respectively. Indemnification under this Section shall 5.2 will survive the resignation or removal of the Owner Trustee, the Trustee Grantor Trust Trustee, the Certificate Paying Agent or the Trust Collateral Agent Indenture Trustee and the termination of this Agreement or the Indenture or the Trust Agreementand will include, as applicablewithout limitation, and shall include reasonable fees and expenses of counsel and other expenses of litigationlitigation including those incurred in connection with the enforcement of the Owner Trustee’s, the Grantor Trust Trustee’s, the Certificate Paying Agent’s or the Indenture Trustee’s respective rights (including indemnification rights) under the Transaction Documents. If the Seller shall have has made any indemnity payments pursuant to this Section 5.2 and the Person to or on behalf of whom such payments are made thereafter shall collect collects any of such amounts from others, such Person shall will promptly repay such amounts to the Seller, without interest. (c) The Seller’s obligations under this Section 5.2 are obligations solely of the Seller and will not constitute a claim against the Seller to the extent that the Seller does not have funds sufficient to make payment of such obligations. In furtherance of and not in derogation of the foregoing, the Issuer, the Servicer, the Standby Servicer, the Indenture Trustee, the Owner Trustee, the Certificate Paying Agent, the Grantor Trust and the Grantor Trust Trustee, by entering into or accepting this Agreement, acknowledge and agree that they have no right, title or interest in or to the Other Assets of the Seller. To the extent that, notwithstanding the agreements and provisions contained in the preceding sentence, the Issuer, the Servicer, the Standby Servicer, the Indenture Trustee, the Certificate Paying Agent, the Grantor Trust, the Grantor Trust Trustee or the Owner Trustee either (i) asserts an interest or claim to, or benefit from, Other Assets, or (ii) is deemed to have any such interest, claim to, or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), then the Issuer, the Grantor Trust, the Certificate Paying Agent, the Servicer, the Standby Servicer, the Indenture Trustee or the Owner Trustee or the Grantor Trust Trustee, as applicable, further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and will be expressly subordinated to the indefeasible payment in full of the other obligations and liabilities, which, under the terms of the relevant documents relating to the securitization or conveyance of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Seller), including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement will be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Issuer, the Servicer, the Standby Servicer, the Indenture Trustee, the Owner Trustee, the Certificate Paying Agent, the Grantor Trust and the Grantor Trust Trustee each further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 5.2(c) and the terms of this Section 5.2(c) may be enforced by an action for specific performance. The provisions of this Section 5.2(c) will be for the benefit of those entitled to rely thereon and will survive the termination or assignment of this Agreement, and the resignation or removal of any indemnified party.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the such Seller under this Agreement. (a) . The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the IssuerIndenture Trustee, the Trustee Backup Servicer and the Trust Collateral Agent and their respective officers, directors, employees and agents Master Servicer from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated herein and in this Agreement and any of the other Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby)Documents, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, 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 Certificates or the Notes) and costs and expenses in defending against the same. (b) . The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee Indenture Trustee, the Backup Servicer and the Trust Collateral Agent and the officers, directors, employees and agents thereof and the Noteholders Securityholders from and against any loss, liability or expense incurred by reason of (i) the such Seller’s 's willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s violation of federal or state securities laws in connection with the offering and sale of the Notes. (c) Agreement. The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof Backup Servicer from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, of or incurred in connection with the acceptance or performance of the trusts and duties set forth herein and and, in the Basic Documents case of the Owner Trustee, in the Trust Agreement and, in the case of the Indenture Trustee, in the Indenture, except to the extent that such cost, expense, loss, claim, damage or liability liability, in the case of (i) the Owner Trustee, shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee or shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, (ii) the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee or (iii) the Trust Collateral AgentBackup Servicer, respectivelyshall be due to the willful misfeasance, bad faith or negligence of the Backup Servicer. Indemnification under this Section shall survive the resignation or removal of the Owner Trusteeinclude, the Trustee or the Trust Collateral Agent and the termination of this Agreement or the Indenture or the Trust Agreementwithout limitation, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the such Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (a) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the IssuerTrust, the Trustee Insurer, the Trustee, Backup Servicer, the Collateral Agent and the Trust Collateral Agent and their respective its officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated in this Agreement and any of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent Agent, the Trustee and the Trustee Insurer and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby), including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, federal or other income taxes arising out of distributions on the Notes) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee Trustee, Backup Servicer, the Collateral Agent, the Insurer and the Trust Collateral Agent and the officers, directors, employees and agents thereof and the Noteholders from and against any loss, liability or expense incurred by reason of (i) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s violation of federal or state securities laws in connection with the offering and sale of the Notes. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trustee, Trust Collateral Agent, Collateral Agent and Backup Servicer and the officers, directors, employees and agents thereof 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 set forth herein and in the Basic Documents except to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee, Trustee or the Trustee, Trust Collateral Agent, Collateral Agent and Backup Servicer respectively. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Trustee Trustee, the Backup Servicer, the Collateral Agent or the Trust Collateral Agent and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (a) . The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Issuer, the Indenture Trustee and the Trust Collateral Agent and their respective officers, directors, employees and agents Master Servicer from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated herein and in this Agreement and any of the other Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby)Documents, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, 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 Certificates or the Notes) and costs and expenses in defending against the same. (b) . The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof and the Noteholders Securityholders from and against any loss, liability or expense incurred by reason of (i) the Seller’s 's willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s violation of federal or state securities laws in connection with the offering and sale of the Notes. (c) Agreement. The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof Indenture Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, of or incurred in connection with the acceptance or performance of the trusts and duties set forth herein and and, in the Basic Documents case of the Owner Trustee, in the Trust Agreement and, in the case of the Indenture Trustee, in the Indenture, except to the extent that such cost, expense, loss, claim, damage or liability liability, in the case of (i) the Owner Trustee, shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee or shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Indenture Trustee, Trustee shall be due to the willful misfeasance, bad faith or negligence of the Trust Collateral Agent, respectivelyIndenture Trustee. Indemnification under this Section shall survive the resignation or removal of the Owner Trusteeinclude, the Trustee or the Trust Collateral Agent and the termination of this Agreement or the Indenture or the Trust Agreementwithout limitation, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (a) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Issuer, the Indenture Trustee and the Trust Collateral Agent and their respective officers, directors, employees and agents Servicer from and against any taxes that may at any time be asserted against any such Person with respect to, as of the date hereof, the sale of the Receivables to the transactions Issuer or activities contemplated in this Agreement the issuance and any original sale of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent Notes and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby)Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuer or the issuance and original sale of the Certificate or any of the Notes, or asserted with respect to ownership of the Receivables or federal or other income taxes arising out of payments or distributions on the Certificate or the Notes) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee Indenture Trustee, the Issuer, the Certificateholder and the Trust Collateral Agent Noteholders and any of the officers, directors, employees and agents thereof of the Issuer, the Owner Trustee and the Noteholders Indenture Trustee from and against any loss, liability or expense incurred by reason of (i) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s violation of federal or state securities laws in connection with the offering and sale of any of the NotesNotes or the Certificate. (c) The Except as set forth in clause (a) above, the Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof from and against pay any and all coststaxes levied or assessed upon all or any part of the Owner Trust Estate. (d) Promptly after receipt by a party indemnified under this Section 6.03 or Section 3.02 (an “Indemnified Party”) of notice of the commencement of any action, expensessuch Indemnified Party will, lossesif a claim in respect thereof is to be made against the party providing indemnification under this Section 6.03 or Section 3.02 (an “Indemnifying Party”), claimsnotify such Indemnifying Party of the commencement thereof. In case any such action is brought against any Indemnified Party under this Section 6.03 or Section 3.02 and it notifies the Indemnifying Party of the commencement thereof, damages the Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Indemnifying Party), and liabilities arising out of, the Indemnifying Party will not be liable to such Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the acceptance or performance defense thereof, other than reasonable costs of the trusts and duties investigation. The obligations set forth herein and in the Basic Documents except to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee, Trustee or the Trust Collateral Agent, respectively. Indemnification under this Section 6.03 and Section 3.02 shall survive the termination of this Agreement or the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, Trustee and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect collects any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (a) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the IssuerNote Insurer, the Trustee Securityholders, the Backup Servicer and the Trust Collateral Agent and their respective officers, directors, employees and agents Trustee from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated in this Agreement and any of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent Trustee, the Backup Servicer and the Trustee Note Insurer and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated herebysubject), including without limitation any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the IssuerIssuer and the Securityholders, not including any taxes asserted with respect to, to federal or other income taxes arising out of distributions on the NotesNotes and the Residual Pass-through Certificates) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee Trustee, the Note Insurer and the Trust Collateral Agent and the officers, directors, employees and agents thereof and the Noteholders Securityholders from and against any loss, liability or expense incurred by reason of (i) the Seller’s 's willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s 's or the Issuer’s 's violation of federal Federal or state State securities laws in connection with the offering and sale of the NotesNotes or the Residual Pass-through Certificates. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee the Trustee, and the Trust Collateral Agent Backup Servicer and the its officers, directors, employees and agents thereof 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 set forth herein and in the Basic Documents except to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee, Trustee or the Trust Collateral Agent, respectively. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent Trustee and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreementthese Master Sale Terms. (ai) The Seller shall indemnify, defend and hold harmless the Owner Trustee, the Issuer, the Trustee Purchaser and the Trust Collateral Agent Eligible Lender Trustee in its individual capacity and their respective officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated herein and in this Agreement and any of the other Basic Documents (except any such income taxes arising out of fees paid to the Owner Eligible Lender Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby), including any sales, gross receipts, general corporation, tangible or and intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, federal or other income taxes arising out of distributions on the Notes) and costs and expenses in defending against the same. (bii) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee Purchaser and the Trust Collateral Agent Eligible Lender Trustee in its individual capacity and the their officers, directors, employees and agents thereof of the Purchaser and the Noteholders from and against any loss, liability or expense incurred by reason of (i) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s violation of federal or state securities laws in connection with the offering and sale of the Notes. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Eligible Lender Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, the Seller's willful misfeasance, bad faith or gross negligence in the performance of its duties under the Sale Agreement, or by reason of reckless disregard of its obligations and duties under the Sale Agreement. (iii) The Seller shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Eligible Lender Trustee in its individual capacity and its officers, directors, employees and agents from and against, all costs, expenses, losses, claims, damages, obligations and liabilities arising out of, incurred in connection with or relating to the Sale Agreement, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Basic Documents Sale Agreement or the action or the inaction of the Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage damage, obligation or liability liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Eligible Lender Trustee, (b) shall arise from any breach by the Eligible Lender Trustee of its covenants in its individual capacity under any of the Basic Documents; or (c) shall arise from the Trust Collateral Agentbreach by the Eligible Lender Trustee of any of its representations or warranties in its individual capacity set forth in these Master Sale Terms or any Sale Agreement. In the event of any claim, respectivelyaction or proceeding for which indemnity will be sought pursuant to this paragraph, the Eligible Lender Trustee's choice of legal counsel shall be subject to the approval of the Seller, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Owner Trustee, the Eligible Lender Trustee or the Trust Collateral Agent and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, these Master Sale Terms and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf for the benefit of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Purchase Agreement. (a) The Seller shall indemnify, defend and hold harmless the Owner Trustee, the Issuer, the Trustee Purchaser and the Trust Collateral Agent Interim Trustee in its individual capacity and their respective officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated herein and in this Agreement and any of the other Basic Documents (except any such income taxes arising out of fees paid to the Owner Interim Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby), including any sales, gross receipts, general corporation, tangible or and intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, federal or other income taxes arising out of distributions on the Notes) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee Purchaser and the Trust Collateral Agent Interim Trustee in its individual capacity and the their officers, directors, employees and agents thereof of the Purchaser and the Noteholders from and against any loss, liability or expense incurred by reason of (i) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s violation of federal or state securities laws in connection with the offering and sale of the Notes. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Interim Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, the Seller’s willful misfeasance, bad faith or gross negligence in the performance of its duties under the Purchase Agreement, or by reason of reckless disregard of its obligations and duties under the Purchase Agreement. (c) The Seller shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Trustee in its individual capacity and its officers, directors, employees and agents from and against, all costs, expenses, losses, claims, damages, obligations and liabilities arising out of, incurred in connection with or relating to the Purchase Agreement, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Basic Documents Purchase Agreement or the action or the inaction of the Interim Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage damage, obligation or liability liability: (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Interim Trustee; (ii) shall arise from any breach by the Interim Trustee of its covenants in its individual capacity under any of the Basic Documents; or (iii) shall arise from the breach by the Interim Trustee of any of its representations or warranties in its individual capacity set forth in these Master Sale Terms or any Purchase Agreement. In the event of any claim, Trustee action or proceeding for which indemnity will be sought pursuant to this paragraph, the Trust Collateral AgentInterim Trustee’s choice of legal counsel shall be subject to the approval of the Seller, respectivelywhich approval shall not be unreasonably withheld. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Interim Trustee or the Trust Collateral Agent and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, these Master Sale Terms and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf for the benefit of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreementthese Master Sale Terms. (a) The Seller shall indemnify, defend and hold harmless the Owner Trustee, the Issuer, Purchaser and the Trustee and the Trust Collateral Agent in its individual capacity and their respective officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated herein and in this Agreement and any of the other Basic Documents (except any such income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby), including any sales, gross receipts, general corporation, tangible or and intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, federal or other income taxes arising out of distributions on the Notes) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Purchaser and the Trustee in its individual capacity and the Trust Collateral Agent and the their officers, directors, employees and agents thereof of the Purchaser and the Noteholders from and against any loss, liability or expense incurred by reason of (i) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s violation of federal or state securities laws in connection with the offering and sale of the Notes. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, the Seller’s willful misfeasance, bad faith or gross negligence in the performance of its duties under the Sale Agreement, or by reason of reckless disregard of its obligations and duties under the Sale Agreement. (c) The Seller shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Trustee in its individual capacity and its officers, directors, employees and agents from and against, all costs, expenses, losses, claims, damages, obligations and liabilities arising out of, incurred in connection with or relating to the Sale Agreement, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Basic Documents Sale Agreement or the action or the inaction of the Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage damage, obligation or liability liability: (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee, (ii) shall arise from any breach by the Trustee of its covenants in its individual capacity under any of the Basic Documents; or (iii) shall arise from the Trust Collateral Agentbreach by the Trustee of any of its representations or warranties in its individual capacity set forth in these Master Sale Terms or any Sale Agreement. In the event of any claim, respectivelyaction or proceeding for which indemnity will be sought pursuant to this paragraph, the Trustee’s choice of legal counsel shall be subject to the approval of the Seller, which approval shall not be unreasonably withheld. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, these Master Sale Terms and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf for the benefit of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (a) The Seller shall indemnify, defend and hold harmless the Owner Trustee, the Issuer, the Eligible Lender Trustee and the Trust Collateral Agent Indenture Trustee and their respective officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated herein and in this Agreement and any of the other Basic Documents (except any such income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent and the Eligible Lender Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated herebyIndenture Trustee), including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes in connection with the issuance and original sale of the Notes or asserted with respect to, to ownership of the Financed Student Loans or federal or other income taxes arising out of distributions payments on the Notes) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Eligible Lender Trustee, the Indenture Trustee and the Trust Collateral Agent Noteholders and the officers, directors, employees and agents thereof of the Issuer, the Eligible Lender Trustee and the Noteholders Indenture Trustee from and against any lossand all costs, liability expenses, losses, claims, damages and liabilities arising out of, or expense incurred by reason of imposed upon such Person through, (i) the Seller’s 's willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s 's or the Issuer’s 's violation of federal Federal or state securities laws in connection with the offering and sale of the Notes. (c) The Seller shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Eligible Lender Trustee and the Trust Collateral Agent and the its officers, directors, employees and agents thereof from and against any and against, all costs, expenses, losses, claims, damages damages, obligations and liabilities arising out of, or incurred in connection with or relating to the Trust Agreement, the other Basic Documents, the Trust Estate, the acceptance or performance of the trusts and duties set forth herein and in the Basic Documents Trust Agreement or the action or the inaction of the Eligible Lender Trustee hereunder and under the Trust Agreement, except to the extent that such cost, expense, loss, claimclaim damage, damage obligation or liability liability: (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner TrusteeEligible Lender Trustee , (ii) shall arise from any breach by the Eligible Lender Trustee of its covenants under any of the Basic Documents; or (iii) shall arise from the breach by the Eligible Lender Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Collateral AgentAgreement. In the event of any claim, respectivelyaction or proceeding for which indemnity will be sought pursuant to this paragraph, the Eligible Lender Trustee's choice of legal counsel shall be subject to the approval of the Seller, which approval shall not be unreasonably withheld. (d) The Seller shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate (other than those taxes expressly excluded from the Seller's responsibilities pursuant to the parentheticals in paragraph (a) above). Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Eligible Lender Trustee or the Trust Collateral Agent Indenture Trustee and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken under this Agreement by the Seller and the representations made by the Seller under this Agreement. (a) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Issuer, the Indenture Trustee and the Trust Collateral Agent and their respective officers, directors, employees and agents Administrator from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated in this Agreement and any of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent and Indenture Trustee or the Trustee Administrator, and except any taxes to which the Owner Trustee, the Trust Collateral Agent Indenture Trustee or the Trustee Administrator may otherwise be subject to, without regard to the transactions contemplated hereby), including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, to federal or other income taxes arising out of distributions on the Certificates and the Notes) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof and the Noteholders from and Administrator against any loss, liability or expense incurred by reason of (i) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s violation of federal or state securities laws in connection with the offering and sale of the Notes. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Trust Collateral Agent Administrator and the their respective officers, directors, employees and agents thereof from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or incurred in connection with with, the acceptance or performance of the trusts and duties set forth herein and in the Basic Documents Documents, except to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee, Trustee or the Trust Collateral Agent, respectivelyPerson seeking indemnification. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Indenture Trustee or the Trust Collateral Agent Administrator and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Sale Agreement. (a) The Seller shall indemnify, defend and hold harmless the Owner Trustee, the Issuer, Purchaser and the Trustee and the Trust Collateral Agent in its individual capacity and their respective officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated herein and in this Agreement and any of the other Basic Documents (except any such income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby), including any sales, gross receipts, general corporation, tangible or and intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, federal or other income taxes arising out of distributions on the Notes) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Purchaser and the Trustee in its individual capacity and the Trust Collateral Agent and the their officers, directors, employees and agents thereof of the Purchaser and the Noteholders from and against any loss, liability or expense incurred by reason of (i) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s violation of federal or state securities laws in connection with the offering and sale of the Notes. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, the Seller’s willful misfeasance, bad faith or gross negligence in the performance of its duties under the Sale Agreement, or by reason of reckless disregard of its obligations and duties under the Sale Agreement. (c) The Seller shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Trustee in its individual capacity and its officers, directors, employees and agents from and against, all costs, expenses, losses, claims, damages, obligations and liabilities arising out of, incurred in connection with or relating to the Sale Agreement, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Basic Documents Sale Agreement or the action or the inaction of the Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage damage, obligation or liability liability: (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee; (ii) shall arise from any breach by the Trustee of its covenants in its individual capacity under any of the Basic Documents; or (iii) shall arise from the breach by the Trustee of any of its representations or warranties in its individual capacity set forth in these Master Sale Terms or any Sale Agreement. In the event of any claim, Trustee action or proceeding for which indemnity will be sought pursuant to this paragraph, the Trust Collateral AgentTrustee’s choice of legal counsel shall be subject to the approval of the Seller, respectivelywhich approval shall not be unreasonably withheld. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, these Master Sale Terms and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf for the benefit of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (a) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the IssuerIndenture Trustee, the Trustee Securities Intermediary and the Trust Collateral Agent and their respective officers, directors, employees and agents Servicer from and against any taxes that may at any time be asserted against any such Person with respect to, as of the date hereof, the sale of the Receivables to the transactions Issuer or activities contemplated in this Agreement the issuance and any original sale of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent Notes and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby)Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuer or the issuance and original sale of the Certificate or any of the Notes, or asserted with respect to ownership of the Receivables or federal or other income taxes arising out of payments or distributions on the Certificate or the Notes) and costs and expenses in defending against the samesame (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Seller). (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee Indenture Trustee, the Securities Intermediary, the Issuer, the Certificateholder and the Trust Collateral Agent Noteholders and any of the officers, directors, employees and agents thereof and of the Noteholders Issuer, the Owner Trustee, the Indenture Trustee from and against any loss, liability or expense (including, but not limited to, reasonable legal fees and expenses (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Seller) incurred by reason of (i) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and Agreement, (ii) the Seller’s or the Issuer’s violation of federal or state securities laws in connection with the offering and sale of any of the NotesNotes or the Certificate, and (iii) any failure of a Receivable to have been originated in compliance with all applicable requirements of law. (c) The Except as set forth in clause (a) above, the Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof from and against pay any and all coststaxes levied or assessed upon all or any part of the Trust Estate. (d) Promptly after receipt by a party indemnified under this Section 6.03 or Section 3.02 (a “Seller Indemnified Party”) of notice of the commencement of any action, expensessuch Seller Indemnified Party will, lossesif a claim in respect thereof is to be made against the party providing indemnification under this Section 6.03 or Section 3.02 (a “Seller Indemnifying Party”), claimsnotify such Seller Indemnifying Party of the commencement thereof. In case any such action is brought against any Seller Indemnified Party under this Section 6.03 or Section 3.02 and it notifies the Seller Indemnifying Party of the commencement thereof, damages the Seller Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Seller Indemnified Party, and liabilities arising out of, the Seller Indemnifying Party will not be liable to such Seller Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Seller Indemnified Party in connection with the acceptance or performance defense thereof, other than reasonable costs of the trusts and duties investigation. The obligations set forth herein and in the Basic Documents except to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee, Trustee or the Trust Collateral Agent, respectively. Indemnification under this Section 6.03 and Section 3.02 shall survive the termination of this Agreement or the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, Trustee and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect collects any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (a) The Seller shall indemnify, defend and hold harmless the Owner Trustee, the Issuer, the Trustee and the Trust Collateral Agent and their respective officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated in this Agreement and any of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby), including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, federal or other income taxes arising out of distributions on the Notes) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof and the Noteholders from and against any loss, liability or expense incurred by reason of (i) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s violation of federal or state State securities laws in connection with the offering and sale of the Notes. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof 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 set forth herein and in the Basic Documents except to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasancemisconduct, bad faith or negligence (except for errors in judgment) of the Owner Trustee, Trustee or the Trust Collateral Agent, respectively. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If litigation (including fees and expenses incurred in connection with any action or suit brought to enforce any indemnification or other obligation under the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.Basic

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken under this Agreement by the Seller and the representations made by the Seller under this Agreement. (a) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Issuer, the Trustee Trust and the Trust Collateral Agent and their respective officers, directors, employees and agents Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated in this Agreement and any of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent Indenture Trustee and the Trustee each Series Support Provider and except any taxes to which the Owner Trustee, the Trust Collateral Agent Trustee or the Indenture Trustee may otherwise be subject to, without regard to the transactions contemplated hereby), including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, federal or other income taxes arising out of distributions on the Certificates and the Notes) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof and the Noteholders from and Indenture Trustee against any loss, liability or expense incurred by reason of (i) the Seller’s 's willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s 's or the Issuer’s 's violation of federal Federal or state securities laws in connection with the offering and sale of the Notes. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trust Collateral Agent Indenture Trustee and the their respective officers, directors, employees and agents thereof from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or incurred in connection with with, the acceptance or performance of the trusts and duties set forth herein and in the Basic Documents Documents, except to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee, Trustee or the Trust Collateral Agent, respectivelyPerson seeking indemnification. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent Indenture Trustee and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (a) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the IssuerIndenture Trustee, the Trustee Securities Intermediary and the Trust Collateral Agent and their respective officers, directors, employees and agents Servicer from and against any taxes that may at any time be asserted against any such Person with respect to, as of the date hereof, the sale of the Receivables to the transactions Issuer or activities contemplated in this Agreement the issuance and any original sale of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent Notes and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby)Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuer or the issuance and original sale of the Certificate or any of the Notes, or asserted with respect to ownership of the Receivables or U.S. federal or other income taxes arising out of payments or distributions on the Certificate or the Notes) and costs and expenses in defending against the samesame (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Seller). (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee Indenture Trustee, the Securities Intermediary, the Issuer, the Certificateholder and the Trust Collateral Agent Noteholders and any of the officers, directors, employees and agents thereof and of the Noteholders Issuer, the Owner Trustee, the Indenture Trustee from and against any loss, liability or expense (including, but not limited to, reasonable legal fees and expenses (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Seller)) incurred by reason of (i) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and Agreement, (ii) the Seller’s or the Issuer’s violation of federal or state securities laws in connection with the offering and sale of any of the NotesNotes or the Certificate, and (iii) any failure of a Receivable to have been originated in compliance with all applicable requirements of law. (c) The Except as set forth in clause (a) above, the Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof from and against pay any and all coststaxes levied or assessed upon all or any part of the Trust Estate. (d) Promptly after receipt by a party indemnified under this Section 6.03 or Section 3.02 (a “Seller Indemnified Party”) of notice of the commencement of any action, expensessuch Seller Indemnified Party will, lossesif a claim in respect thereof is to be made against the party providing indemnification under this Section 6.03 or Section 3.02 (a “Seller Indemnifying Party”), claimsnotify such Seller Indemnifying Party of the commencement thereof. In case any such action is brought against any Seller Indemnified Party under this Section 6.03 or Section 3.02 and it notifies the Seller Indemnifying Party of the commencement thereof, damages the Seller Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Seller Indemnified Party, and liabilities arising out of, the Seller Indemnifying Party will not be liable to such Seller Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Seller Indemnified Party in connection with the acceptance or performance defense thereof, other than reasonable costs of the trusts and duties investigation. The obligations set forth herein and in the Basic Documents except to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee, Trustee or the Trust Collateral Agent, respectively. Indemnification under this Section 6.03 and Section 3.02 shall survive the termination of this Agreement or the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, Trustee and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect collects any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest. (e) The Seller’s obligations under this Section 6.03 are obligations solely of the Seller and will not constitute a claim against the Seller to the extent that the Seller does not have funds sufficient to make payment of such obligations. In furtherance of and not in derogation of the foregoing, the Issuer, the Servicer, the Indenture Trustee, the Securities Intermediary and the Owner Trustee, by entering into or accepting this Agreement, acknowledge and agree that they have no right, title or interest in or to the Other Assets of the Seller. To the extent that, notwithstanding the agreements and provisions contained in the preceding sentence, the Issuer, the Servicer, the Indenture Trustee, the Securities Intermediary or the Owner Trustee either (i) asserts an interest or claim to, or benefit from, Other Assets, or (ii) is deemed to have any such interest, claim to, or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), then the Issuer, the Servicer, the Indenture Trustee, the Securities Intermediary or the Owner Trustee further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and will be expressly subordinated to the indefeasible payment in full, which, under the terms of the relevant documents relating to the securitization or conveyance of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Seller), including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement will be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Issuer, the Servicer, the Indenture Trustee, the Securities Intermediary and the Owner Trustee each further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 6.03(e) and the terms of this Section 6.03(e) may be enforced by an action for specific performance. The provisions of this Section 6.03(e) will be for the third party benefit of those entitled to rely thereon and will survive the termination of this Agreement.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement.: (a) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the IssuerIndenture Trustee, the Trustee Company and the Trust Collateral Agent Backup Servicer and their respective any of the officers, directors, employees and agents of 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 any such Person with respect to the transactions or activities contemplated herein and in this Agreement and any of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby)Documents, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuer or the issuance and original sale of the Certificates and the Notes, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the Certificates or the Notes) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee Indenture Trustee, the Backup Servicer, the Company, the Certificateholders and the Trust Collateral Agent Noteholders and any of the officers, directors, employees and agents thereof of the Issuer, the Owner Trustee, the Indenture Trustee and the Noteholders Backup Servicer from and against any loss, liability or expense incurred by reason of (i) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s violation of federal or state securities laws in connection with the offering and sale of the NotesNotes and the Certificates. (c) The Seller shall indemnify, defend and hold harmless the Issuer, Owner Trustee the Owner Trustee, Indenture Trustee and the Trust Collateral Agent Backup Servicer and the their respective officers, directors, employees and agents thereof from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, of or incurred in connection with the acceptance or performance of the trusts and duties set forth herein and in the Basic Documents Trust Agreement contained, in the case of the Owner Trustee, and in the Indenture contained, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability liability: (i) in the case of the Owner Trustee, shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee or, in the case of the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Indenture Trustee; or (ii) in the case of the Backup Servicer, shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Backup Servicer; or (iii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Collateral AgentAgreement; or (iv) in the case of the Indenture Trustee, respectivelyshall arise from the breach by the Indenture Trustee of any of its representations or warranties set forth in the Indenture; or (iv) in the case of the Backup Servicer, shall arise from the breach by the Backup Servicer of any of its representations or warranties set forth in this Agreement. (d) The Seller shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Indenture Trustee or the Trust Collateral Agent Backup Servicer and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (a) The Seller shall indemnify, defend and hold harmless the Owner Trustee, the Issuer, the Trustee Trustee, the Backup Servicer and the Trust Collateral Agent and their respective officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated in this Agreement and any of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby), including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, federal or other income taxes arising out of distributions on the Notes) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee Trustee, the Backup Servicer and the Trust Collateral Agent and the officers, directors, employees and agents thereof and the Noteholders from and against any loss, liability or expense incurred by reason of (i) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s violation of federal or state securities laws in connection with the offering and sale of the Notes. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and Trustee, the Trust Collateral Agent and the Backup Servicer and the officers, directors, employees and agents thereof 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 set forth herein and in the Basic Documents except to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee, Trustee or Trustee, the Trust Collateral AgentAgent and the Backup Servicer, respectively. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Trustee Trustee, the Backup Servicer or the Trust Collateral Agent and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement., and hereby agrees to the following: (a) The Seller shall will indemnify, defend defend, and hold harmless the Owner Trustee, the Issuer, the Owner Trustee and the Trust Collateral Agent and their respective officers, directors, employees and agents Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the conveyance of the Receivables to the transactions Issuer or activities contemplated in this Agreement the issuance and any original sale of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby)Securities, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege privilege, or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, to ownership of the Receivables or federal or other Applicable Tax State income taxes arising out of distributions on the Notestransactions contemplated by this Agreement and the other Basic Documents) and costs and expenses in defending against the same. (b) The Seller shall will indemnify, defend defend, and hold harmless the Issuer, the Owner Trustee, the Trustee Indenture Trustee, the Noteholders and the Trust Collateral Agent and the officers, directors, employees and agents thereof and the Noteholders Certificateholders from and against any loss, liability or expense incurred by reason of (i) the Seller’s 's willful misfeasance, bad faith faith, or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s 's violation of federal or state State securities laws in connection with the offering and registration or the sale of the NotesSecurities. (c) The Seller shall will indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trust Collateral Agent Indenture Trustee and the their respective officers, directors, employees and agents thereof from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, of or incurred in connection with the acceptance or performance of the trusts and duties set forth contained herein and in the Basic Documents Trust Agreement, in the case of the Owner Trustee, and in the Indenture, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability shall be liability: (i) in the case of the Owner Trustee, is due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee or, in the case of the Indenture Trustee, is due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Indenture Trustee; or (ii) in the case of the Owner Trustee arises from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Collateral AgentAgreement or (iii) in the case of the Indenture Trustee arises from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture. (d) The Seller will pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. (e) The Seller will defend, respectively. indemnify, and hold harmless the Issuer from and against any and all costs, expenses, losses, damages, claims and liabilities, arising out of or resulting from the failure of a Receivable to be originated in compliance with all requirements of law and for any breach of any of the Seller's representations and warranties as set forth in Section 2.2, provided, that any indemnification amounts owed pursuant to this Section 6.2 with respect to a Receivable will give effect to and not be duplicative of the Purchase Amount paid by the Seller pursuant to Section 2.3 hereof. (f) Indemnification under this Section shall 6.2 will survive the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent Indenture Trustee and the termination of this Agreement or the Indenture or the Trust Agreementand will include, as applicablewithout limitation, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have has made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect collects any of such amounts from others, such Person shall will promptly repay such amounts to the Seller, without interest. (g) The Seller's obligations under this Section 6.2 are obligations solely of the Seller and will not constitute a claim against the Seller to the extent that the Seller does not have funds sufficient to make payment of such obligations. In furtherance of and not in derogation of the foregoing, the Issuer, the Servicer, the Indenture Trustee and the Owner Trustee, by entering into or accepting this agreement, acknowledge and agree that they have no right, title or interest in or to the Other Assets of the Seller. To the extent that, notwithstanding the agreements and provisions contained in the preceding sentence, the Issuer, Servicer, Indenture Trustee or Owner Trustee either (i) asserts an interest or claim to, or benefit from, Other Assets, or (ii) is deemed to have any such interest, claim to, or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), then such Issuer, Servicer, Indenture Trustee or Owner Trustee further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and will be expressly subordinated to the indefeasible payment in full, which, under the terms of the relevant documents relating to the securitization or conveyance of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Seller), including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement will be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Issuer, Servicer, Indenture Trustee and Owner Trustee each further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 6.2(g) and the terms of this Section 6.2(g) may be enforced by an action for specific performance. The provisions of this Section 6.2(g) will be for the third party benefit of those entitled to rely thereon and will survive the termination of this Agreement.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement., which obligations shall include the following: (a) The Seller shall indemnify, defend and hold harmless the Owner Trustee, the Issuer, the Trustee Trustees and the Trust Collateral Agent Servicer and their respective any of the officers, directors, employees and agents of the Issuer, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated herein and in this Agreement and any of the other Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby)Documents, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuer or the issuance and original sale of the Securities, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the NotesSecurities) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee Trustees and the Trust Collateral Agent Securityholders and any of the officers, directors, employees and agents thereof of the Issuer, the Owner Trustee and the Noteholders Indenture Trustee from and against any loss, liability or expense incurred by reason of (i) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s violation of federal or state securities laws in connection with the offering and sale of the NotesSecurities. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee Trustees and the Trust Collateral Agent and the their respective officers, directors, employees and agents thereof from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, of or incurred in connection with the acceptance or performance of the trusts and duties set forth herein and contained in the Basic Documents Trust Agreement, 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 cost, expense, loss, claim, damage or liability liability: (i) in the case of the Owner Trustee, shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement or (ii) in the case of the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee or shall arise from the breach by the Indenture Trustee of any of its representations or warranties set forth in Section 6.13 of the Indenture. (except for errors in judgmentd) The Seller shall pay any and all taxes levied or assessed upon all or any part of the Owner Trustee, Trustee or the Trust Collateral Agent, respectivelyEstate. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent Indenture Trustee, as the case may be, and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement, and only to the extent of the Seller's interest in the Trust Property. (a) The Seller shall indemnify, defend and hold harmless the Owner Trustee, the IssuerTrust, the Trustee Backup Servicer, the Custodian and the Trust Collateral Agent and their respective officers, directors, employees and agents each Certificateholder from and against any taxes taxes, other than income and franchise taxes, that may at any time be asserted against any such Person with respect to the transactions or activities contemplated in this Agreement and any of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner TrusteeTrust, the Trust Collateral Agent Backup Servicer, the Custodian or the Trustee may otherwise be subject Certificateholders with respect to, without regard and as of the date of, the transfer of the Receivables to the transactions contemplated hereby)Trust or the issuance and original sale of the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, federal or other income taxes arising out of distributions on the Notes) and costs and expenses in defending against the same. (b) The Seller shall indemnifyassume, defend and hold harmless the Issuer, the Owner Trustee, the Trustee Trust, the Backup Servicer, the Custodian and the Trust Collateral Agent and the officers, directors, employees and agents thereof and the Noteholders each Certificateholder from and against any loss, liability liability, expense or expense action, suit, claim or damage incurred by reason of (i) the Seller’s 's willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement (and such indemnity shall extend to the performance of the Seller's duties and the satisfaction of its obligations with respect to any Receivables that become Purchased Receivables, as provided in this Agreement), (ii) the Seller’s or the Issuer’s 's violation of federal or state State securities laws in connection with the offering and exemption from registration of the sale of the Notes. Certificates, and (ciii) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof from and against any and all costs, expenses, losses, claims, damages and liabilities transaction arising out ofof or contemplated by this Agreement except any loss, liability, expense, action, suit, claim or damage arising out of the failure to pay principal, premium, if any, or incurred in connection interest with respect to the acceptance or performance of the trusts and duties set forth herein and in the Basic Documents except Certificates to the extent that such cost, expense, loss, claim, damage or liability shall be due failure does not result from the Seller's omission to comply with the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee, Trustee or the Trust Collateral Agent, respectively. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent and the termination terms of this Agreement or acts of the Indenture Seller in contravention of this Agreement. The assumption of liability or the Trust Agreementindemnification under this Section 8.02 shall include, as applicablewithout limitation, and shall include reasonable fees and expenses of counsel and other expenses of litigationlitigation and shall survive termination of this Agreement. If the Seller shall have made any indemnity payments to the Trustee pursuant to this Section and the Person to or on behalf of whom such payments are made Trustee thereafter shall collect any of such amounts from others, such Person the Trustee shall promptly repay such amounts to the Seller, such party without interest. Notwithstanding anything to the contrary herein, the liability of the Seller under this Section 8.02 is intended to be the same primary liability as would apply to the general partner of a limited partnership organized under the laws of the State of Delaware. Potential creditors of the Trust are intended beneficiaries of the assumption of liabilities by the Seller under this Section 8.02 and may enforce such assumption in accordance with its tenor.

Liability of Seller; Indemnities. (a) The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Sale Agreement. (ab) The Seller shall indemnifyindemnify the Issuer and the Indenture Trustee (for the benefit of the Secured Parties) and each of their respective officers, directors, employees, trustees, managers and agents for, and defend and hold harmless each such Person from and against, any and all taxes (other than taxes imposed on Holders as a result of their ownership of an Environmental Trust Bond) that may at any time be imposed on or asserted against any such Person as a result of the Owner Trusteesale of the Environmental Control Property to the Issuer, including any franchise, sales, gross receipts, general corporation, tangible personal property, privilege or license taxes, but excluding any taxes imposed as a result of a failure of such Person to withhold or remit taxes with respect to payments on any Environmental Trust Bond; it being understood that the Holders shall be entitled to enforce their rights against the Seller under this Section 5.01(b) solely through a cause of action brought for their benefit by the Indenture Trustee as set forth in the Indenture. (c) The Seller shall indemnify the Issuer and the Indenture Trustee (for the benefit of the Secured Parties) and each of their respective officers, directors, employees, trustees, managers and agents for, and defend and hold harmless each such Person from and against, any and all taxes (other than taxes imposed on Holders as a result of their ownership of an Environmental Trust Bond) that may at any time be imposed on or asserted against any such Person as a result of the Issuer’s ownership and assignment of the Environmental Control Property, the issuance and sale by the Issuer of the Environmental Trust Bonds or the other transactions contemplated in the Basic Documents, including any franchise, sales, gross receipts, general corporation, tangible personal property, privilege or license taxes, but excluding any taxes imposed as a result of a failure of such Person to withhold or remit taxes with respect to payments on any Environmental Trust Bond. (d) The Seller shall indemnify the Issuer, the Indenture Trustee (for the benefit of the Secured Parties) and the Trust Collateral Agent and each of their respective officers, directors, employees and agents for, and defend and hold harmless each such Person from and against any taxes against, all Losses that may at any time be imposed on, incurred by or asserted against each such Person, in each such case, as a result of the Seller’s breach of any such Person with respect to the transactions of its representations, warranties or activities contemplated covenants contained in this Agreement and any of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby), including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, federal or other income taxes arising out of distributions on the Notes) and costs and expenses in defending against the sameSale Agreement. (be) Indemnification under Sections 5.01(b), 5.01(c), 5.01(d) and 5.01(f) shall include reasonable out-of-pocket fees and expenses of investigation and litigation (including reasonable attorneys’ fees and expenses), except as otherwise expressly provided in this Sale Agreement. (f) The Seller shall indemnifyindemnify the Indenture Trustee (for itself) and each Independent Manager, defend and hold harmless the Issuer, the Owner Trustee, the Trustee and the Trust Collateral Agent and the any of their respective officers, directors, employees and agents (each, an “Indemnified Person”), for, and defend and hold harmless each such Person from and against, any and all Losses incurred by any of such Indemnified Persons as a result of the Seller’s breach of any of its representations and warranties or covenants contained in this Sale Agreement, except to the extent of Losses either resulting from the willful misconduct, bad faith or gross negligence of such Indemnified Person or resulting from a breach of a representation or warranty made by such Indemnified Person in any of the Basic Documents that gives rise to the Seller’s breach. The Seller shall not be required to indemnify an Indemnified Person for any amount paid or payable by such Indemnified Person in the settlement of any action, proceeding or investigation without the prior written consent of the Seller, which consent shall not be unreasonably withheld. Promptly after receipt by an Indemnified Person of notice of the commencement of any action, proceeding or investigation, such Indemnified Person shall, if a claim in respect thereof is to be made against the Seller under this Section 5.01(f), notify the Seller in writing of the commencement thereof. Failure by an Indemnified Person to so notify the Seller shall relieve the Seller from the obligation to indemnify and hold harmless such Indemnified Person under this Section 5.01(f) only to the extent that the Seller suffers actual prejudice as a result of such failure. With respect to any action, proceeding or investigation brought by a third party for which indemnification may be sought under this Section 5.01(f), the Seller shall be entitled to conduct and control, at its expense and with counsel of its choosing that is reasonably satisfactory to such Indemnified Person, the defense of any such action, proceeding or investigation (in which case the Seller shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the Indemnified Person except as set forth below); provided, that the Indemnified Person shall have the right to participate in such action, proceeding or investigation through counsel chosen by it and at its own expense. Notwithstanding the Seller’s election to assume the defense of any action, proceeding or investigation, the Indemnified Person shall have the right to employ separate counsel (including local counsel), and the Noteholders from Seller shall bear the reasonable fees, costs and against any loss, liability or expense incurred by reason expenses of such separate counsel if (i) the defendants in any such action include both the Indemnified Person and the Seller and the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or Seller shall not have employed counsel reasonably satisfactory to the Issuer’s violation of federal or state securities laws in connection with Indemnified Person to represent the offering and sale Indemnified Person within a reasonable time after notice of the Notesinstitution of such action, (iii) the Seller shall authorize the Indemnified Person to employ separate counsel at the expense of the Seller or (iv) in the case of the Indenture Trustee, such action exposes the Indenture Trustee to a material risk of criminal liability or forfeiture or a Servicer Default has occurred and is continuing. Notwithstanding the foregoing, the Seller shall not be obligated to pay for the fees, costs and expenses of more than one separate counsel for the Indemnified Persons other than one local counsel, if appropriate. (cg) The Seller shall indemnify, defend and hold harmless indemnify the Issuer, Servicer (if the Owner Trustee, Trustee and Servicer is not the Trust Collateral Agent and Seller) for the officers, directors, employees and agents thereof from and against costs of any and all costs, expenses, losses, claims, damages and liabilities arising out of, or incurred in connection with action instituted by the acceptance or performance of the trusts and duties set forth herein and in the Basic Documents except Servicer pursuant to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgmentSection 5.02(d) of the Owner Trustee, Trustee or Servicing Agreement which are not paid as Operating Expenses in accordance with the Trust Collateral Agent, respectively. priorities set forth in Section 8.02(e) of the Indenture. (h) The remedies provided in this Sale Agreement are the sole and exclusive remedies against the Seller for breach of its representations and warranties in this Sale Agreement. (i) Indemnification under this Section 5.01 shall survive any repeal of, modification of, or supplement to, or judicial invalidation of, the Statute or the Financing Order and shall survive the resignation or removal of the Owner Trustee, the Indenture Trustee or the Trust Collateral Agent and the termination of this Sale Agreement or and will rank pari passu with other general, unsecured obligations of the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigationSeller. If the The Seller shall have made not indemnify any indemnity payments pursuant to party under this Section 5.01 for any changes in law after the Closing Date, whether such changes in law are effected by means of any legislative enactment, any constitutional amendment or any final and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interestnon-appealable judicial decision.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (a) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Issuer, the Indenture Trustee and the Trust Collateral Agent and their respective officers, directors, employees and agents Servicer from and against any taxes that may at any time be asserted against any such Person with respect to, as of the date hereof, the sale of the Receivables to the transactions Issuer or activities contemplated in this Agreement the issuance and any original sale of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent Notes and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby)Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuer or the issuance and original sale of the Certificates or any of the Notes, or asserted with respect to ownership of the Receivables or federal or other income taxes arising out of payments or distributions on the Certificates or the Notes) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee Indenture Trustee, the Issuer, the Certificateholders and the Trust Collateral Agent Noteholders and any of the officers, directors, employees and agents thereof of the Issuer, the Owner Trustee and the Noteholders Indenture Trustee from and against any loss, liability or expense incurred by reason of (i) the Seller’s 's willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s 's or the Issuer’s 's violation of federal or state securities laws in connection with the offering and sale of any of the NotesNotes or the Certificates. (c) The Except as set forth in clause (a) above, the Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof from and against pay any and all coststaxes levied or assessed upon all or any part of the Owner Trust Estate. (d) Promptly after receipt by a party indemnified under this Section 6.03 or Section 3.02 (an "Indemnified Party") of notice of the commencement of any action, expensessuch Indemnified Party will, lossesif a claim in respect thereof is to be made against the party providing indemnification under this Section 6.03 or Section 3.02 (an "Indemnifying Party"), claimsnotify such Indemnifying Party of the commencement thereof. In case any such action is brought against any Indemnified Party under this Section 6.03 or Section 3.02 and it notifies the Indemnifying Party of the commencement thereof, damages the Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Indemnifying Party), and liabilities arising out of, the Indemnifying Party will not be liable to such Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the acceptance or performance defense thereof, other than reasonable costs of the trusts and duties investigation. The obligations set forth herein and in the Basic Documents except to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee, Trustee or the Trust Collateral Agent, respectively. Indemnification under this Section 6.03 and Section 3.02 shall survive the termination of this Agreement or the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, Trustee and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect collects any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement.: (a) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Issuer, the Indenture Trustee and the Trust Collateral Agent Servicer and their respective any of the officers, directors, employees and agents of the Issuer, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated herein and in this Agreement and any of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby)Documents, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuer or the issuance and original sale of the Certificates and the Notes, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the Certificates or the Notes) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee Indenture Trustee, the Certificateholders and the Trust Collateral Agent Noteholders and any of the officers, directors, employees and agents thereof of the Issuer, the Owner Trustee, and the Noteholders Indenture Trustee from and against any loss, liability or reasonable and documented expense incurred by reason of (i) the Seller’s 's willful misfeasance, bad faith or negligence (except for errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s violation of federal or state securities laws in connection with the offering and sale of the NotesAgreement. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trust Collateral Agent Indenture Trustee and the their respective officers, directors, employees and agents thereof from and against any all reasonable and documented cost and expense, and all costs, expenses, other losses, claims, damages and liabilities arising out of, of or incurred in connection with the acceptance or performance of the trusts and duties set forth herein and in the Basic Documents Trust Agreement, in the case of the Owner Trustee, and in the Indenture, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability liability: (i) in the case of the Owner Trustee, shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee or, in the case of the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Indenture Trustee or (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Collateral Agent, respectivelyAgreement. (d) The Seller shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent Indenture Trustee and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable and documented fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest. Notwithstanding anything to the contrary contained in this Agreement or any other document, the obligations of the Seller under this Section 6.03 and Section 7.5 of the Seller's Limited Liability Company Agreement are solely the corporate obligations of the Seller and shall be payable by it (x) solely from funds distributed to it in its capacity as Certificateholder available pursuant to, and in accordance with, the payment priorities set forth in Section 5.06 of this Agreement and (z) only to the extent that it receives additional funds designated for such purposes or to the extent it has additional funds available (other than funds described in preceding clause (x)). In addition, no amount owing by the Seller hereunder or under Section 7.5 of its Limited Liability Company Agreement in excess of the liabilities that it is required to pay in accordance with the preceding sentence shall constitute a "claim" (as defined in Section 101(5) of the Bankruptcy Code) against it. No recourse shall be had for the payment of any amount owing hereunder or under Section 7.5 of the Seller's Limited Liability Company Agreement or any other obligation of, or claim against, the Seller, arising out of or based upon this Section 6.03 or under Section 7.5 of its Limited Liability Company Agreement against any employee, officer, agent, directed or authorized person of the Seller; provided, however, that the foregoing shall not relieve any such person or entity of any liability they might otherwise have as a result of fraudulent actions or omissions taken by them.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement., which obligations shall include the following: (a) The Seller shall indemnify, defend and hold harmless the Owner Trustee, the Issuer, the Trustee Trustees and the Trust Collateral Agent Servicer and their respective any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated herein and in this Agreement and any of the other Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby)Documents, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuer or the issuance and original sale of the Securities, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the NotesSecurities) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee Trustees and the Trust Collateral Agent Securityholders and any of the officers, directors, employees and agents thereof of the Issuer, the Owner Trustee and the Noteholders Indenture Trustee from and against any loss, liability or expense incurred by reason of (i) the Seller’s 's willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s 's or the Issuer’s 's violation of federal or state securities laws in connection with the offering and sale of the NotesSecurities. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee Trustees and the Trust Collateral Agent and the their respective officers, directors, employees and agents thereof from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, of or incurred in connection with the acceptance or performance of the trusts and duties set forth herein and contained in the Basic Documents Trust Agreement, 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 cost, expense, loss, claim, damage or liability liability: (i) in the case of the Owner Trustee, shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or 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, (ii) in the case of the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee or shall arise from the breach by the Indenture Trustee of any of its representations or warranties set forth in Section 6.13 of the Indenture or (iii) in the case of the Delaware Trustee, shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee, Delaware Trustee or shall arise from the breach by the Delaware Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Collateral Agent, respectivelyAgreement. (d) The Seller shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Delaware Trustee or the Trust Collateral Agent Indenture Trustee, as the case may be, and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (a) . The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Issuer, the Indenture Trustee and the Trust Collateral Agent and their respective officers, directors, employees and agents Master Servicer from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated herein and in this Agreement and any of the other Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby)Documents, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, 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 Certificates or the Notes) and costs and expenses in defending against the same. (b) . The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof and the Noteholders Securityholders from and against any loss, liability or expense incurred by reason of (i) the Seller’s 's willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s violation of federal or state securities laws in connection with the offering and sale of the Notes. (c) Agreement. The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof Indenture Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, of or incurred in connection with the acceptance or performance of the trusts and duties set forth herein and and, in the Basic Documents case of the Owner Trustee, in the Trust Agreement and, in the case of the Indenture Trustee, in the Indenture, except to the extent that such cost, expense, loss, claim, damage or liability liability, in the case of (i) the Owner Trustee, shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee or shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Indenture Trustee, Trustee shall be due to the willful misfeasance, bad faith or negligence of the Trust Collateral Agent, respectivelyIndenture Trustee. Indemnification under this Section shall survive the resignation or removal of the Owner Trusteeinclude, the Trustee or the Trust Collateral Agent and the termination of this Agreement or the Indenture or the Trust Agreementwithout limitation, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any 63 69 indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this the Agreement. (a) The Seller shall indemnify, defend and hold harmless the Owner Trustee, the Issuer, the Owner Trustee and the Trust Collateral Agent Indenture Trustee and their respective officers, directors, employees directors and agents from and against any taxes that may at any time be asserted against any such Person the Issuer, the Owner Trustee or the Indenture Trustee or their officers, directors, and agents with respect to the transactions or activities contemplated in this Agreement and any sale of the Basic Documents (except any income taxes arising out of fees paid Receivables to the Owner Trustee, Issuer or the Trust Collateral Agent issuance and original sale of the Certificate and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby)Notes, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, federal to ownership of the Receivables or Federal or other income taxes arising out of distributions on the Notestransactions contemplated by this Agreement) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee and the Trust Collateral Agent Indenture Trustee and the their officers, directors, employees and agents thereof and the Noteholders from and against any loss, liability or expense incurred by reason of (i) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s violation of federal Federal or state State securities laws in connection with the offering and sale of the NotesNotes and the Certificate. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof from and against pay any and all costsproperty taxes (including taxes on intangibles), expensesexcise taxes, losses, claims, damages sales taxes and liabilities arising out of, similar taxes levied or incurred in connection with the acceptance assessed upon all or performance any part of the trusts and duties set forth herein and in Trust Estate including, without limitation, the Basic Documents except to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee, Trustee or the Trust Collateral Agent, respectivelyReceivables. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent Indenture Trustee and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement., which obligations shall include the following: (a) The Seller shall indemnify, defend and hold harmless the Owner Trustee, the Issuer, the Trustee Trustees and the Trust Collateral Agent Servicer and their respective any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated herein and in this Agreement and any of the other Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby)Documents, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuer or the issuance and original sale of the Securities, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the NotesSecurities) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee Trustees and the Trust Collateral Agent Securityholders and any of the officers, directors, employees and agents thereof of the Issuer, the Owner Trustee, the Delaware Trustee and the Noteholders Indenture Trustee from and against any loss, liability or expense incurred by reason of (i) the Seller’s 's willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s 's or the Issuer’s 's violation of federal or state securities laws in connection with the offering and sale of the NotesSecurities. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee Trustees and the Trust Collateral Agent and the their respective officers, directors, employees and agents thereof from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, of or incurred in connection with the acceptance or performance of the trusts and duties set forth herein and contained in the Basic Documents Trust Agreement, in the case of the Owner Trustee and the Delaware Trustee, and contained in the Indenture, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability liability: (i) in the case of the Owner Trustee, shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or 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, (ii) in the case of the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee, or (iii) in the case of the Delaware Trustee, shall be due to the willful misfeasance, bad faith or gross negligence of the Delaware Trustee (except for errors in judgment). (d) The Seller shall pay any and all taxes levied or assessed upon all or any part of the Owner Trustee, Trustee or the Trust Collateral Agent, respectivelyEstate. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Delaware Trustee or the Trust Collateral Agent Indenture Trustee, as the case may be, and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. (a) The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (ab) The Seller shall indemnifyindemnify the Issuer and the Indenture Trustee (for the benefit of the Secured Parties) and each of their respective officers, directors, employees, trustees, managers and agents for, and defend and hold harmless each such Person from and against, any and all taxes (other than taxes imposed on Bondholders as a result of their ownership of a Storm Recovery Bond) that may at any time be imposed on or asserted against any such Person as a result of the Owner Trusteesale of the Storm Recovery Property to the Issuer, including any franchise, sales, gross receipts, general corporation, tangible personal property, privilege or license taxes but excluding any taxes imposed as a result of a failure of such Person to withhold or remit taxes with respect to payments on any Storm Recovery Bond. (c) The Seller shall indemnify the Issuer and the Indenture Trustee (for the benefit of the Secured Parties) and each of their respective officers, directors, employees, trustees, managers, and agents for, and defend and hold harmless each such Person from and against, any and all taxes (other than taxes imposed on Bondholders as a result of their ownership of a Storm Recovery Bond) that may at any time be imposed on or asserted against any such Person as a result of the Issuer’s ownership and assignment of the Storm Recovery Property, the issuance and sale by the Issuer of the Storm Recovery Bonds or the other transactions contemplated in the Basic Documents, including any franchise, sales, gross receipts, general corporation, tangible personal property, privilege or license taxes but excluding any taxes imposed as a result of a failure of such Person to withhold or remit taxes with respect to payments on any Storm Recovery Bond. (d) The Seller shall indemnify the Issuer, the Indenture Trustee (for the benefit of the Secured Parties) and the Trust Collateral Agent and each of their respective officers, directors, employees and agents for, and defend and hold harmless each such Person from and against any taxes all Losses that may at any time be imposed on, incurred by or asserted against each such Person, in each such case, as a result of the Seller’s breach of any such Person with respect to the transactions of its representations, warranties or activities contemplated covenants contained in this Agreement and any of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby), including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, federal or other income taxes arising out of distributions on the Notes) and costs and expenses in defending against the sameAgreement. (be) Indemnification under Sections 5.01(b), 5.01(c), 5.01(d) and 5.01(f) shall include reasonable out-of-pocket fees and expenses of investigation and litigation (including reasonable attorney’s fees and expenses), except as otherwise expressly provided in this Agreement. (f) The Seller shall indemnify, defend and hold harmless indemnify the Issuer, the Owner Trustee, the Indenture Trustee (for itself) and the Trust Collateral Agent Independent Managers, and the any of their respective Affiliates, officers, directors, employees and agents (each, an “Indemnified Person”) for, and defend and hold harmless each such Person from and against, any and all Losses incurred by any of such Indemnified Persons as a result of the Seller’s breach of any of its representations and warranties or covenants contained in this Agreement, except to the extent of Losses either resulting from the willful misconduct, bad faith or gross negligence of such Indemnified Person or resulting from a breach of a representation or warranty made by such Indemnified Person in any of the Basic Documents that gives rise to the Seller’s breach. The Seller shall not be required to indemnify an Indemnified Person for any amount paid or payable by such Indemnified Person in the settlement of any action, proceeding or investigation without the prior written consent of the Seller which consent shall not be unreasonably withheld. Promptly after receipt by an Indemnified Person of notice of the commencement of any action, proceeding or investigation, such Indemnified Person shall, if a claim in respect thereof is to be made against the Seller under this Section 5.01(f), notify the Seller in writing of the commencement thereof. Failure by an Indemnified Person to so notify the Seller shall relieve the Seller from the obligation to indemnify and hold harmless such Indemnified Person under this Section 5.01(f) only to the extent that the Seller suffers actual prejudice as a result of such failure. With respect to any action, proceeding or investigation brought by a third party for which indemnification may be sought under this Section 5.01(f), the Seller shall be entitled to conduct and control, at its expense and with counsel of its choosing that is reasonably satisfactory to such Indemnified Person, the defense of any such action, proceeding or investigation (in which case the Seller shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the Indemnified Person except as set forth below); provided that the Indemnified Person shall have the right to participate in such action, proceeding or investigation through counsel chosen by it and at its own expense. Notwithstanding the Seller’s election to assume the defense of any action, proceeding or investigation, the Indemnified Person shall have the right to employ separate counsel (including local counsel), and the Noteholders from Seller shall bear the reasonable fees, costs and against any loss, liability or expense incurred by reason expenses of such separate counsel if (i) the defendants in any such action include both the Indemnified Person and the Seller and the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or Seller shall not have employed counsel reasonably satisfactory to the Issuer’s violation of federal or state securities laws in connection with Indemnified Person to represent the offering and sale Indemnified Person within a reasonable time after notice of the Notesinstitution of such action, (iii) the Seller shall authorize the Indemnified Person to employ separate counsel at the expense of the Seller or (iv) in the case of the Indenture Trustee, such action exposes the Indenture Trustee to a material risk of criminal liability or forfeiture or a Servicer Default has occurred and is continuing. Notwithstanding the foregoing, the Seller shall not be obligated to pay for the fees, costs and expenses of more than one separate counsel for the Indemnified Persons other than one local counsel, if appropriate. (cg) The Seller shall indemnify, defend and hold harmless indemnify the Issuer, Servicer (if the Owner Trustee, Trustee and Servicer is not the Trust Collateral Agent and Seller) for the officers, directors, employees and agents thereof from and against costs of any and all costs, expenses, losses, claims, damages and liabilities arising out of, or incurred in connection with action instituted by the acceptance or performance of the trusts and duties set forth herein and in the Basic Documents except Servicer pursuant to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgmentSection 5.02(d) of the Owner Trustee, Trustee or Servicing Agreement which are not paid as Operating Expenses in accordance with the Trust Collateral Agent, respectively. priorities set forth in Section 8.02(e) of the Indenture. (h) The remedies provided in this Agreement are the sole and exclusive remedies against the Seller for breach of its representations and warranties in this Agreement. (i) Indemnification under this Section 5.01 shall survive any repeal of, rescission of, modification of, or supplement to, or judicial invalidation of, the Storm Recovery Securitization Law or any Financing Order and shall survive the resignation or removal of the Owner Trustee, the Indenture Trustee or the Trust Collateral Agent and the termination of this Agreement and will rank in priority with other general, unsecured obligations of the Seller. The Seller will not indemnify any party under this agreement for any changes in law after the Closing Date in respect of the Storm Recovery Bonds, whether such changes in law are effected by means of any legislative enactment, constitutional amendment or the Indenture or the Trust Agreement, as applicable, any final and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to non-appealable judicial decision. (j) There is no indemnification under this Section and 5.01 based solely on the Person inability or failure of Customers to timely pay all or on behalf a portion of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interestStorm Recovery Charges.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (a) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the IssuerTrust, the Security Insurer, the Trustee and the Trust Indenture Collateral Agent and their respective officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated in this Agreement and any of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent and Trustee or the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent Trustee or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby), including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, federal or other income taxes arising out of distributions on the Certificates and the Notes) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee and Trustee, the Trust Indenture Collateral Agent and Agent, the officersSecurity Insurer, directors, employees and agents thereof the Certificateholders and the Noteholders from and against any loss, liability or expense incurred by reason of (i) the Seller’s 's willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s 's or the Issuer’s 's violation of federal Federal or state securities laws in connection with the offering and sale of the NotesNotes and the Certificates. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trust Collateral Agent and the its officers, directors, employees and agents thereof 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 set forth herein and in the Basic Documents except to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee, Trustee or the Trust Collateral Agent, respectively. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Trustee or the Trust Indenture Collateral Agent and the termination of this Agreement or Agreement, the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. (a) The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Sale Agreement. (ab) The Seller shall indemnifyindemnify the Issuer and the Indenture Trustee (for the benefit of the Secured Parties) and each of their respective officers, directors, employees, trustees, managers and agents for, and defend and hold harmless each such Person from and against, any and all taxes (other than taxes imposed on Holders as a result of their ownership of a Securitization Bond) that may at any time be imposed on or asserted against any such Person as a result of the Owner sale of the Securitization Property to the Issuer, including any franchise, sales, gross receipts, general corporation, tangible personal property, privilege or license taxes, but excluding any taxes imposed as a result of a failure of such Person to withhold or remit taxes with respect to payments on any Securitization Bond, it being understood that the Holders shall be entitled to enforce their rights against the Seller under this Section 5.01(b) solely through a cause of action brought for their benefit by the Indenture Trustee. (c) The Seller shall indemnify the Issuer and the Indenture Trustee (for the benefit of the Secured Parties) and each of their respective officers, directors, employees, trustees, managers and agents for, and defend and hold harmless each such Person from and against, any and all taxes (other than taxes imposed on Holders as a result of their ownership of a Securitization Bond) that may at any time be imposed on or asserted against any such Person as a result of the Issuer’s ownership and assignment of the Securitization Property, the issuance and sale by the Issuer of the Securitization Bonds or the other transactions contemplated in the Basic Documents, including any franchise, sales, gross receipts, general corporation, tangible personal property, privilege or license taxes, but excluding any taxes imposed as a result of a failure of such Person to withhold or remit taxes with respect to payments on any Securitization Bond. (d) The Seller shall indemnify the Issuer, the Indenture Trustee (for the benefit of the Secured Parties) and the Trust Collateral Agent and each of their respective officers, directors, employees and agents for, and defend and hold harmless each such Person from and against any taxes against, all Losses that may at any time be imposed on, incurred by or asserted against each such Person, in each such case, as a result of the Seller’s breach of any such Person with respect to the transactions of its representations, warranties or activities contemplated covenants contained in this Agreement and any of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby), including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, federal or other income taxes arising out of distributions on the Notes) and costs and expenses in defending against the sameSale Agreement. (be) Indemnification under Section 5.01(b), Section 5.01(c), Section 5.01(d) and Section 5.01(f) shall include reasonable out-of-pocket fees and expenses of investigation and litigation (including reasonable attorneys’ fees and expenses), except as otherwise expressly provided in this Sale Agreement. (f) The Seller shall indemnifyindemnify the Indenture Trustee (for itself) and each Independent Manager, defend and hold harmless the Issuer, the Owner Trustee, the Trustee and the Trust Collateral Agent and the any of their respective officers, directors, employees and agents (each, an “Indemnified Person”), for, and defend and hold harmless each such Person from and against, any and all Losses incurred by any of such Indemnified Persons as a result of the Seller’s breach of any of its representations and warranties or covenants contained in this Sale Agreement, except to the extent of Losses either resulting from the willful misconduct, bad faith or gross negligence of such Indemnified Person or resulting from a breach of a representation or warranty made by such Indemnified Person in any of the Basic Documents that gives rise to the Seller’s breach. The Seller shall not be required to indemnify an Indemnified Person for any amount paid or payable by such Indemnified Person in the settlement of any action, proceeding or investigation without the prior written consent of the Seller, which consent shall not be unreasonably withheld. Promptly after receipt by an Indemnified Person of notice of the commencement of any action, proceeding or investigation, such Indemnified Person shall, if a claim in respect thereof is to be made against the Seller under this Section 5.01(f), notify the Seller in writing of the commencement thereof. Failure by an Indemnified Person to so notify the Seller shall relieve the Seller from the obligation to indemnify and hold harmless such Indemnified Person under this Section 5.01(f) only to the extent that the Seller suffers actual prejudice as a result of such failure. With respect to any action, proceeding or investigation brought by a third party for which indemnification may be sought under this Section 5.01(f), the Seller shall be entitled to conduct and control, at its expense and with counsel of its choosing that is reasonably satisfactory to such Indemnified Person, the defense of any such action, proceeding or investigation (in which case the Seller shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the Indemnified Person except as set forth below); provided, that the Indemnified Person shall have the right to participate in such action, proceeding or investigation through counsel chosen by it and at its own expense. Notwithstanding the Seller’s election to assume the defense of any action, proceeding or investigation, the Indemnified Person shall have the right to employ separate counsel (including local counsel), and the Noteholders from Seller shall bear the reasonable fees, costs and against any loss, liability or expense incurred by reason expenses of such separate counsel if (i) the defendants in any such action include both the Indemnified Person and the Seller and the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or Seller shall not have employed counsel reasonably satisfactory to the Issuer’s violation of federal or state securities laws in connection with Indemnified Person to represent the offering and sale Indemnified Person within a reasonable time after notice of the Notesinstitution of such action, (iii) the Seller shall authorize the Indemnified Person to employ separate counsel at the expense of the Seller or (iv) in the case of the Indenture Trustee, such action exposes the Indenture Trustee to a material risk of criminal liability or forfeiture or a Servicer Default has occurred and is continuing. Notwithstanding the foregoing, the Seller shall not be obligated to pay for the fees, costs and expenses of more than one separate counsel for the Indemnified Persons other than one local counsel, if appropriate. (cg) The Seller shall indemnify, defend and hold harmless indemnify the Issuer, Servicer (if the Owner Trustee, Trustee and Servicer is not the Trust Collateral Agent and Seller) for the officers, directors, employees and agents thereof from and against costs of any and all costs, expenses, losses, claims, damages and liabilities arising out of, or incurred in connection with action instituted by the acceptance or performance of the trusts and duties set forth herein and in the Basic Documents except Servicer pursuant to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgmentSection 5.02(d) of the Owner Trustee, Trustee or Servicing Agreement that are not paid as Operating Expenses in accordance with the Trust Collateral Agent, respectively. priorities set forth in Section 8.02(e) of the Indenture. (h) The remedies provided in this Sale Agreement are the sole and exclusive remedies against the Seller for breach of its representations and warranties in this Sale Agreement. (i) Indemnification under this Section 5.01 shall survive any repeal of, modification of, or supplement to, or judicial invalidation of, the Securitization Law or the Financing Order and shall survive the resignation or removal of the Owner Trustee, the Indenture Trustee or the Trust Collateral Agent and the termination of this Sale Agreement or and will rank in priority with other general, unsecured obligations of the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigationSeller. If the The Seller shall have made not indemnify any indemnity payments pursuant to party under this Section 5.01 for any changes in law after the Closing Date, whether such changes in law are effected by means of any legislative enactment, any constitutional amendment or any final and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interestnon-appealable judicial decision.

Liability of Seller; Indemnities. (a) The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Sale Agreement. (ab) The Seller shall indemnify, defend and hold harmless indemnify the Owner Trustee, the Issuer, the Trustee Issuer and the Trust Collateral Agent Indenture Trustee (for itself and the benefit of Holders) and each of their respective officers, directors, employees employees, trustees, managers and agents for, and defend and hold harmless each such Person from and against against, any and all taxes (other than taxes imposed on Holders as a result of their ownership of a Deferred Fuel Cost Bond) that may at any time be imposed on or asserted against any such Person with respect as a result of the sale and assignment of the Deferred Fuel Cost Property to the transactions or activities contemplated in this Agreement and any of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby)Issuer, including any franchise, sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes, but excluding any taxes imposed as a result of a failure of such Person to withhold or remit taxes with respect to payments on any Deferred Fuel Cost Bond, it being understood that Holders shall be entitled to enforce their rights against the Seller under this Section 5.01(b) solely through a cause of action brought for their benefit by the Indenture Trustee (but, which may be at the direction of Holders) as set forth in the case of the Issuer, not including any taxes asserted with respect to, federal or other income taxes arising out of distributions on the Notes) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof and the Noteholders from and against any loss, liability or expense incurred by reason of (i) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s violation of federal or state securities laws in connection with the offering and sale of the NotesIndenture. (c) The Seller also shall indemnifyindemnify the Issuer and the Indenture Trustee (for itself and the benefit of Holders) and each of their respective officers, directors, employees, trustees, managers and agents for, and defend and hold harmless each such Person from and against, any and all taxes (other than taxes imposed on Holders as a result of their ownership of a Deferred Fuel Cost Bond) that may at any time be imposed on or asserted against any such Person as a result of the Issuer’s ownership and assignment of the Deferred Fuel Cost Property, the Owner Trusteeissuance and sale by the Issuer of the Deferred Fuel Cost Bonds or the other transactions contemplated in the Basic Documents, Trustee including any franchise, sales, gross receipts, general corporation, tangible personal property, privilege or license taxes, but excluding any taxes imposed as a result of a failure of such Person to withhold or remit taxes with respect to payments on any Deferred Fuel Cost Bond. (d) Indemnification under Sections 5.01(b), 5.01(c) and 5.01(e) shall include reasonable out-of-pocket fees, costs and expenses of investigation and litigation and the Trust Collateral Agent cost and expenses of enforcement of such indemnification obligation of the Seller (including reasonable attorneys’ fees and expenses). (e) The Seller shall indemnify the Issuer and the Indenture Trustee (for itself and for the benefit of Holders), and each of the Issuer’s and the Indenture Trustee’s respective officers, directors, employees managers, employees, affiliates and agents thereof for, and defend and hold harmless each such Person from and against against, (i) any and all costs, expenses, losses, claims, damages amounts of principal of and liabilities arising out of, interest on the Deferred Fuel Cost Bonds not paid when due or incurred when scheduled to be paid in connection accordance with their terms and the amount of any deposits to the Issuer required to have been made in accordance with the acceptance or performance terms of the trusts and duties set forth herein and in the Basic Documents that are not made when so required, in each case as a result of the Seller’s breach of any of its representations, warranties or covenants contained in this Sale Agreement, and (ii) any and all Losses that may be imposed on or asserted against any such Person, other than any liabilities, obligations or claims for or payments of principal of or interest on the Deferred Fuel Cost Bonds, together with any reasonable fees, costs and expenses actually incurred by such Person, as a result of the Seller’s breach of any of its representations, warranties or covenants contained in this Sale Agreement, except to the extent that such cost, expense, loss, claim, damage or liability shall be due to Losses directly result from the willful misfeasancemisconduct, bad faith or gross negligence of such Person or from a breach of a representation or warranty made by such Person in any of the Basic Documents that gives rise to Seller’s breach. (except f) The Seller shall indemnify the Servicer (if the Servicer is not the Seller) for errors in judgmentthe costs of any action instituted by the Servicer pursuant to Section 5.02(d) of the Owner Trustee, Trustee or Servicing Agreement that are not paid as Operating Expenses in accordance with the Trust Collateral Agent, respectively. Indemnification priorities set forth in Section 8.02(e) of the Indenture. (g) The remedies provided in this Sale Agreement are the sole and exclusive remedies against the Seller for breach of its representations and warranties in this Sale Agreement. (h) The Seller’s obligations under this Section 5.01 shall survive any repeal of, modification of, or supplement to, or judicial invalidation of, the Deferred Fuel Cost Statute or the Financing Order and shall survive the resignation or removal of the Owner Trustee, the Indenture Trustee or the Trust Collateral Agent and the termination of this Sale Agreement or and will rank pari passu with other general, unsecured obligations of the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigationSeller. If the The Seller shall have made not indemnify any indemnity payments pursuant to party under this Section 5.01 for any changes in law after the Closing Date, whether such changes in law are effected by means of any legislative enactment, any constitutional amendment or any final and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interestnon-appealable judicial decision.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (a) The Seller shall indemnify, defend and hold harmless the Owner Trustee, the Issuer, the Owner Trustee and the Trust Collateral Agent Indenture Trustee and their respective officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to to, and on the transactions or activities contemplated in this Agreement and any date of, the sale of the Basic Documents (except any income taxes arising out of fees paid Receivables to the Owner Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent Issuer or the Trustee may otherwise be subject to, without regard to issuance and original sale of the transactions contemplated hereby)Notes and Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the all indemnified Persons other than Issuer, not including any taxes asserted with respect to, federal to Federal or other income taxes arising out of distributions on transactions contemplated by this Agreement and the Notesother Basic Documents) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Indenture Trustee, the Trustee Certificateholders and the Trust Collateral Agent Noteholders and the respective officers, directors, employees and agents thereof of Issuer, Owner Trustee and the Noteholders Indenture Trustee from and against any lossand all costs, liability expenses, losses, claims, damages and liabilities to the extent arising out of, or expense incurred by reason imposed upon such Person through or as a result of (i) the Seller’s 's willful misfeasance, bad faith or gross negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and Agreement, (ii) the Seller’s or the Issuer’s 's violation of federal Federal or state securities laws in connection with the offering and sale of the NotesNotes and the Certificates or in connection with any application relating to the Notes or Certificates under any state securities laws and (iii) the failure of any Receivable conveyed by it to Issuer hereunder, or the sale of the related Financed Vehicle, to comply with all requirements of applicable law. (c) The Seller shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Indenture Trustee and the Trust Collateral Agent and the their respective officers, directors, employees and agents thereof from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or incurred in connection with with, the acceptance or performance of the trusts and duties set forth herein and in the Basic Documents Trust Agreement, in the case of Owner Trustee, and herein and in the Indenture, in the case of Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability liability: (i) in the case of Owner Trustee, shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee, or, in the case of Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence of Indenture Trustee; (ii) in the case of Owner Trustee, shall arise from the breach by Owner Trustee of any of its representations or warranties set forth in the Trust Agreement or any other Basic Document; or (iii) in the case of Indenture Trustee, shall arise from the breach by Indenture Trustee of any of its representations and warranties or covenants set forth in the Indenture. Such liability shall survive the termination of Issuer, the discharge of the Notes and Certificates and removal or resignation of such Indenture Trustee or Owner Trustee. (d) Seller shall pay any and all taxes levied or assessed upon the Issuer or upon all or any part of the Owner Trust Collateral Agent, respectivelyEstate. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent Indenture Trustee and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement., which obligations shall include the following: (a) The Seller shall indemnify, defend and hold harmless the Owner Trustee, the Issuer, the Trustee Trustees and the Trust Collateral Agent Servicer and their respective any of the officers, directors, employees and agents of the Issuer, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated herein and in this Agreement and any of the other Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby)Documents, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuer or the issuance and original sale of the Securities, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the NotesSecurities) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee Trustees and the Trust Collateral Agent Securityholders and any of the officers, directors, employees and agents thereof of the Issuer, the Owner Trustee and the Noteholders Indenture Trustee from and against any loss, liability or expense incurred by reason of (i) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s violation of federal or state securities laws in connection with the offering and sale of the NotesSecurities. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee Trustees and the Trust Collateral Agent and the their respective officers, directors, employees and agents thereof from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, of or incurred in connection with the acceptance or performance of the trusts and duties set forth herein and contained in the Basic Documents Trust Agreement, 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 cost, expense, loss, claim, damage or liability liability: (i) in the case of the Owner Trustee, shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement or (ii) in the case of the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. (except for errors in judgmentd) The Seller shall pay any and all taxes levied or assessed upon all or any part of the Owner Trustee, Trustee or the Trust Collateral Agent, respectivelyEstate. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent Indenture Trustee, as the case may be, and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. (a) The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (ab) The Seller shall indemnifyindemnify the Issuer and the Indenture Trustee (for the benefit of the Secured Parties) and each of their respective officers, directors, employees, trustees, managers and agents for, and defend and hold harmless each such Person from and against, any and all taxes (other than taxes imposed on Holders as a result of their ownership of a Consumer Rate Relief Bond) that may at any time be imposed on or asserted against any such Person as a result of the Owner sale of the CRR Property to the Issuer, including any franchise, sales, gross receipts, general corporation, tangible personal property, privilege or license taxes but excluding any taxes imposed as a result of a failure of such Person to withhold or remit taxes with respect to payments on any Consumer Rate Relief Bond; it being understood that the Holders shall be entitled to enforce their rights against the Seller under this Section 5.01(b) solely through a cause of action brought for their benefit by the Indenture Trustee. (c) The Seller shall indemnify the Issuer and the Indenture Trustee (for the benefit of the Secured Parties) and each of their respective officers, directors, employees, trustees, managers, and agents for, and defend and hold harmless each such Person from and against, any and all taxes (other than taxes imposed on Holders as a result of their ownership of a Consumer Rate Relief Bond) that may at any time be imposed on or asserted against any such Person as a result of the Issuer’s ownership and assignment of the CRR Property, the issuance and sale by the Issuer of the Consumer Rate Relief Bonds or the other transactions contemplated in the Basic Documents, including any franchise, sales, gross receipts, general corporation, tangible personal property, privilege or license taxes but excluding any taxes imposed as a result of a failure of such Person to withhold or remit taxes with respect to payments on any Consumer Rate Relief Bond. (d) The Seller shall indemnify the Issuer, the Indenture Trustee (for the benefit of the Secured Parties) and the Trust Collateral Agent and each of their respective officers, directors, employees and agents for, and defend and hold harmless each such Person from and against any taxes all Losses that may at any time be imposed on, incurred by or asserted against each such Person, in each such case, as a result of the Seller’s breach of any such Person with respect to the transactions of its representations, warranties or activities contemplated covenants contained in this Agreement and any of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby), including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, federal or other income taxes arising out of distributions on the Notes) and costs and expenses in defending against the sameAgreement. (be) Indemnification under Sections 5.01(b), 5.01(c), 5.01(d) and 5.01(f) shall include reasonable out-of-pocket fees and expenses of investigation and litigation (including reasonable attorney’s fees and expenses), except as otherwise expressly provided in this Agreement. (f) The Seller shall indemnifyindemnify the Indenture Trustee (for itself) and each Independent Manager, defend and hold harmless the Issuer, the Owner Trustee, the Trustee and the Trust Collateral Agent and the any of their respective officers, directors, employees and agents (each, an “Indemnified Person”) for, and defend and hold harmless each such Person from and against, any and all Losses incurred by any of such Indemnified Persons as a result of the Seller’s breach of any of its representations and warranties or covenants contained in this Agreement, except to the extent of Losses either resulting from the willful misconduct, bad faith or gross negligence of such Indemnified Person or resulting from a breach of a representation or warranty made by such Indemnified Person in any of the Basic Documents that gives rise to the Seller’s breach. The Seller shall not be required to indemnify an Indemnified Person for any amount paid or payable by such Indemnified Person in the settlement of any action, proceeding or investigation without the prior written consent of the Seller which consent shall not be unreasonably withheld. Promptly after receipt by an Indemnified Person of notice of the commencement of any action, proceeding or investigation, such Indemnified Person shall, if a claim in respect thereof is to be made against the Seller under this Section 5.01(f), notify the Seller in writing of the commencement thereof. Failure by an Indemnified Person to so notify the Seller shall relieve the Seller from the obligation to indemnify and hold harmless such Indemnified Person under this Section 5.01(f) only to the extent that the Seller suffers actual prejudice as a result of such failure. With respect to any action, proceeding or investigation brought by a third party for which indemnification may be sought under this Section 5.01(f), the Seller shall be entitled to conduct and control, at its expense and with counsel of its choosing that is reasonably satisfactory to such Indemnified Person, the defense of any such action, proceeding or investigation (in which case the Seller shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the Indemnified Person except as set forth below); provided that the Indemnified Person shall have the right to participate in such action, proceeding or investigation through counsel chosen by it and at its own expense. Notwithstanding the Seller’s election to assume the defense of any action, proceeding or investigation, the Indemnified Person shall have the right to employ separate counsel (including local counsel), and the Noteholders from Seller shall bear the reasonable fees, costs and against any loss, liability or expense incurred by reason expenses of such separate counsel if (i) the defendants in any such action include both the Indemnified Person and the Seller and the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or Seller shall not have employed counsel reasonably satisfactory to the Issuer’s violation of federal or state securities laws in connection with Indemnified Person to represent the offering and sale Indemnified Person within a reasonable time after notice of the Notesinstitution of such action, (iii) the Seller shall authorize the Indemnified Person to employ separate counsel at the expense of the Seller or (iv) in the case of the Indenture Trustee, such action exposes the Indenture Trustee to a material risk of criminal liability or forfeiture or a Servicer Default has occurred and is continuing. Notwithstanding the foregoing, the Seller shall not be obligated to pay for the fees, costs and expenses of more than one separate counsel for the Indemnified Persons other than one local counsel, if appropriate. (cg) The Seller shall indemnify, defend and hold harmless indemnify the Issuer, Servicer (if the Owner Trustee, Trustee and Servicer is not the Trust Collateral Agent and Seller) for the officers, directors, employees and agents thereof from and against costs of any and all costs, expenses, losses, claims, damages and liabilities arising out of, or incurred in connection with action instituted by the acceptance or performance of the trusts and duties set forth herein and in the Basic Documents except Servicer pursuant to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgmentSection 5.02(d) of the Owner Trustee, Trustee or Servicing Agreement which are not paid as Operating Expenses in accordance with the Trust Collateral Agent, respectively. priorities set forth in Section 8.02(e) of the Indenture. (h) The remedies provided in this Agreement are the sole and exclusive remedies against the Seller for breach of its representations and warranties in this Agreement. (i) Indemnification under this Section 5.01 shall survive any repeal of, modification of, or supplement to, or judicial invalidation of, the Securitization Law or the Financing Order and shall survive the resignation or removal of the Owner Trustee, the Indenture Trustee or the Trust Collateral Agent and the termination of this Agreement or and will rank in priority with other general, unsecured obligations of the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigationSeller. If the The Seller shall have made not indemnify any indemnity payments pursuant to party under this Section 5.01 for any changes in law after the Closing Date, whether such changes in law are effected by means of any legislative enactment, constitutional amendment or any final and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interestnon-appealable judicial decision.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement.: (a) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the IssuerIndenture Trustee, the Trustee Issuer and the Trust Collateral Agent Servicer and their respective any of the officers, directors, employees and agents of the Issuer, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated herein and in this Agreement and any of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby)Documents, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuer or the issuance and original sale of the Certificates and the Notes, or asserted with respect to ownership of the Receivables or federal or other income taxes arising out of distributions on the Certificates or the Notes) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee Indenture Trustee, the Issuer, the Certificateholders and the Trust Collateral Agent Noteholders and any of the officers, directors, employees and agents thereof of the Issuer, the Owner Trustee and the Noteholders Indenture Trustee from and against any loss, liability or expense incurred by reason of (i) the Seller’s 's willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s 's or the Issuer’s 's violation of federal or state securities laws in connection with the offering and sale of the NotesNotes and the Certificates. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trust Collateral Agent Indenture Trustee and the their respective officers, directors, employees and agents thereof from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, of or incurred in connection with the acceptance or performance of the trusts and duties set forth herein and in the Basic Documents Trust Agreement contained, in the case of the Owner Trustee, and in the Indenture contained, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability liability: (i) in the case of the Owner Trustee, shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee or, in the case of the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Indenture Trustee; or (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Collateral Agent, respectivelyAgreement. (d) The Seller shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent Indenture Trustee and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. (a) The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Sale Agreement. (ab) The Seller shall indemnifyindemnify the Issuer and the Indenture Trustee (for the benefit of the Secured Parties) and each of their respective officers, directors, employees, trustees, managers and agents for, and defend and hold harmless each such Person from and against, any and all taxes (other than taxes imposed on Holders as a result of their ownership of a Series A Bond) that may at any time be imposed on or asserted against any such Person as a result of the Owner Trusteesale and assignment of the Series Property to the Issuer, including any franchise, sales, gross receipts, general corporation, tangible personal property, privilege or license taxes, but excluding any taxes imposed as a result of a failure of such Person to withhold or remit taxes with respect to payments on any Series A Bond, it being understood that the Holders shall be entitled to enforce their rights against the Seller under this Section 5.01(b) solely through a cause of action brought for their benefit by the Indenture Trustee as set forth in the Indenture. (c) The Seller shall indemnify the Issuer and the Indenture Trustee (for the benefit of the Secured Parties) and each of their respective officers, directors, employees, trustees, managers and agents for, and defend and hold harmless each such Person from and against, any and all taxes (other than taxes imposed on Holders as a result of their ownership of a Series A Bond) that may at any time be imposed on or asserted against any such Person as a result of the Issuer’s ownership and assignment of the Series Property, the issuance and sale by the Issuer of the Series A Bonds or the other transactions contemplated in the Basic Documents, including any franchise, sales, gross receipts, general corporation, tangible personal property, privilege or license taxes, but excluding any taxes imposed as a result of a failure of such Person to withhold or remit taxes with respect to payments on any Series A Bond. (d) The Seller shall indemnify the Issuer, the Indenture Trustee (for the benefit of the Secured Parties) and the Trust Collateral Agent and each of their respective officers, directors, employees and agents for, and defend and hold harmless each such Person from and against any taxes against, all Losses that may at any time be imposed on, incurred by or asserted against each such Person, in each such case, as a result of the Seller’s breach of any such Person with respect to the transactions of its representations, warranties or activities contemplated covenants contained in this Agreement and any of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby), including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, federal or other income taxes arising out of distributions on the Notes) and costs and expenses in defending against the sameSale Agreement. (be) Indemnification under Sections 5.01(b), 5.01(c), 5.01(d) and 5.01(f) shall include reasonable out-of-pocket fees and expenses of investigation and litigation (including reasonable attorneys’ fees and expenses, including such fees and expenses incurred in connection with enforcing the indemnification obligations of the Seller hereunder). (f) The Seller shall indemnifyindemnify the Indenture Trustee (for itself) and each Independent Manager, defend and hold harmless the Issuer, the Owner Trustee, the Trustee and the Trust Collateral Agent and the any of their respective officers, directors, employees and agents (each, an “Indemnified Person”), for, and defend and hold harmless each such Person from and against, any and all Losses incurred by any of such Indemnified Persons as a result of the Seller’s breach of any of its representations and warranties or covenants contained in this Sale Agreement, except to the extent of Losses either resulting from the willful misconduct, bad faith or gross negligence of such Indemnified Person or resulting from a breach of a representation or warranty made by such Indemnified Person in any of the Basic Documents that gives rise to the Seller’s breach. The Seller shall not be required to indemnify an Indemnified Person for any amount paid or payable by such Indemnified Person in the settlement of any action, proceeding or investigation without the prior written consent of the Seller, which consent shall not be unreasonably withheld. Promptly after receipt by an Indemnified Person of notice of the commencement of any action, proceeding or investigation, such Indemnified Person shall, if a claim in respect thereof is to be made against the Seller under this Section 5.01(f), notify the Seller in writing of the commencement thereof. Failure by an Indemnified Person to so notify the Seller shall relieve the Seller from the obligation to indemnify and hold harmless such Indemnified Person under this Section 5.01(f) only to the extent that the Seller suffers actual prejudice as a result of such failure. With respect to any action, proceeding or investigation brought by a third party for which indemnification may be sought under this Section 5.01(f), the Seller shall be entitled to conduct and control, at its expense and with counsel of its choosing that is reasonably satisfactory to such Indemnified Person, the defense of any such action, proceeding or investigation (in which case the Seller shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the Indemnified Person except as set forth below); provided, that the Indemnified Person shall have the right to participate in such action, proceeding or investigation through counsel chosen by it and at its own expense. Notwithstanding the Seller’s election to assume the defense of any action, proceeding or investigation, the Indemnified Person shall have the right to employ separate counsel (including local counsel), and the Noteholders from Seller shall bear the reasonable fees, costs and against any loss, liability or expense incurred by reason expenses of such separate counsel if (i) the defendants in any such action include both the Indemnified Person and the Seller and the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or Seller shall not have employed counsel reasonably satisfactory to the Issuer’s violation of federal or state securities laws in connection with Indemnified Person to represent the offering and sale Indemnified Person within a reasonable time after notice of the Notesinstitution of such action, (iii) the Seller shall authorize the Indemnified Person to employ separate counsel at the expense of the Seller or (iv) in the case of the Indenture Trustee, such action exposes the Indenture Trustee to a material risk of criminal liability or forfeiture or a Servicer Default has occurred and is continuing. Notwithstanding the foregoing, the Seller shall not be obligated to pay for the fees, costs and expenses of more than one separate counsel for the Indemnified Persons other than one local counsel, if appropriate. (cg) The Seller shall indemnify, defend and hold harmless indemnify the Issuer, Servicer (if the Owner Trustee, Trustee and Servicer is not the Trust Collateral Agent and Seller) for the officers, directors, employees and agents thereof from and against costs of any and all costs, expenses, losses, claims, damages and liabilities arising out of, or incurred in connection with action instituted by the acceptance or performance of the trusts and duties set forth herein and in the Basic Documents except Servicer pursuant to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgmentSection 5.02(d) of the Owner Trustee, Trustee or Servicing Agreement that are not paid as Operating Expenses in accordance with the Trust Collateral Agent, respectively. priorities set forth in Section 8.02(e) of the Indenture. (h) The remedies provided in this Sale Agreement are the sole and exclusive remedies against the Seller for breach of its representations and warranties in this Sale Agreement. (i) Indemnification under this Section 5.01 shall survive any repeal of, modification of, or supplement to, or judicial invalidation of, the Energy Transition Act or the Financing Order and shall survive the resignation or removal of the Owner Trustee, the Indenture Trustee or the Trust Collateral Agent and the termination of this Sale Agreement or and will rank pari passu with other general, unsecured obligations of the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigationSeller. If the The Seller shall have made not indemnify any indemnity payments pursuant to party under this Section 5.01 for any changes in law after the Series Closing Date, whether such changes in law are effected by means of any legislative enactment, any constitutional amendment or any final and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interestnon-appealable judicial decision.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement., and hereby agrees to the following: (a) The Seller shall indemnify, defend defend, and hold harmless the Owner Trustee, the Issuer, the Owner Trustee and the Trust Collateral Agent and their respective officers, directors, employees and agents Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the conveyance of the Receivables to the transactions Issuer or activities contemplated in this Agreement the issuance and any original sale of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent Notes and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby)Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege privilege, or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, to ownership of the Receivables or federal or other Applicable Tax State income taxes arising out of distributions on the Notestransactions contemplated by this Agreement and the other Basic Documents) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend defend, and hold harmless the Issuer, the Owner Trustee, the Trustee Indenture Trustee, the Noteholders and the Trust Collateral Agent and the officers, directors, employees and agents thereof and the Noteholders Certificateholders from and against any loss, liability or expense incurred by reason of (i) the Seller’s 's willful misfeasance, bad faith faith, or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s 's violation of federal or state State securities laws in connection with the offering and registration or the sale of the NotesNotes or the Certificates. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trust Collateral Agent Indenture Trustee and the their respective officers, directors, employees and agents thereof from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, of or incurred in connection with the acceptance or performance of the trusts and duties set forth contained herein and in the Basic Documents Trust Agreement, in the case of the Owner Trustee, and in the Indenture, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability liability: (i) in the case of the Owner Trustee, shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee or, in the case of the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Indenture Trustee; or (ii) in the case of the Owner Trustee shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Collateral Agent, respectively. Agreement or (iii) in the case of the Indenture Trustee shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture. (d) The Seller shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. (e) Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent Indenture Trustee and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include include, without limitation, reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (a) . The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Issuer, the Indenture Trustee and the Trust Collateral Agent and their respective officers, directors, employees and agents Master Servicer from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated herein and in this Agreement and any of the other Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby)Documents, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, 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 Certificates or the Notes) and costs and expenses in defending against the same. (b) . The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof and the Noteholders Securityholders from and against any loss, liability or expense incurred by reason of (i) the Seller’s 's willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s violation of federal or state securities laws in connection with the offering and sale of the Notes. (c) Agreement. The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof Indenture Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, of or incurred in connection with the acceptance or performance of the trusts and duties set forth herein and and, in the Basic Documents case of the Owner Trustee, in the Trust Agreement and, in the case of the Indenture Trustee, in the Indenture, except to the extent that such cost, expense, loss, claim, damage or liability liability, in the case of (i) the Owner Trustee, shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee or shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Indenture Trustee, Trustee shall be due to the willful misfeasance, bad faith or negligence of the Trust Collateral Agent, respectivelyIndenture Trustee. Indemnification under this Section shall survive the resignation or removal of the Owner Trusteeinclude, the Trustee or the Trust Collateral Agent and the termination of this Agreement or the Indenture or the Trust Agreementwithout limitation, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.any

Liability of Seller; Indemnities. (a) The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Sale Agreement. (ab) The Seller shall indemnify, defend and hold harmless indemnify the Owner Trustee, the Issuer, the Trustee Issuer and the Trust Collateral Agent Indenture Trustee (for itself and the benefit of the Holders of the Storm Recovery Bonds), and each of their respective officers, directors, employees employees, trustees, managers, including the Independent Manager, and agents for, and defend and hold harmless each such Person from and against against, any and all taxes (other than taxes imposed on Holders as a result of their ownership of a Storm Recovery Bond) that may at any time be imposed on or asserted against any such Person with respect as a result of the sale and assignment of the Storm Recovery Property to the transactions or activities contemplated in this Agreement and any of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby)Issuer, including any franchise, sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes, but excluding any taxes (butimposed as a result of a failure of such Person to withhold or remit taxes with respect to payments on any Storm Recovery Bond, it being understood that the Holders of Storm Recovery Bonds shall be entitled to enforce their rights against the Seller under this Section 5.01(b) solely through a cause of action brought for their benefit by the Indenture Trustee as set forth in the case of the Issuer, not including any taxes asserted with respect to, federal or other income taxes arising out of distributions on the Notes) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof and the Noteholders from and against any loss, liability or expense incurred by reason of (i) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s violation of federal or state securities laws in connection with the offering and sale of the NotesIndenture. (c) The Seller shall indemnifyindemnify the Issuer and the Indenture Trustee (for itself and the benefit of the Holders of the Storm Recovery Bonds) and each of their respective officers, directors, employees, trustees, managers and agents for, and defend and hold harmless each such Person from and against, any and all taxes (other than taxes imposed on Holders as a result of their ownership of a Storm Recovery Bond) that may at any time be imposed on or asserted against any such Person as a result of the Issuer’s ownership and assignment of the Storm Recovery Property, the Owner Trusteeissuance and sale by the Issuer of the Storm Recovery Bonds or the other transactions contemplated in the Basic Documents, Trustee including any franchise, sales, gross receipts, general corporation, tangible personal property, privilege or license taxes, but excluding any taxes imposed as a result of a failure of such Person to withhold or remit taxes with respect to payments on any Storm Recovery Bond. (d) Indemnification under Sections 5.01(b), 5.01(c), 5.01(d) and 5.01(e) shall include reasonable out-of-pocket fees and expenses of investigation and litigation (including reasonable attorneys’ fees and expenses), except as otherwise expressly provided in this Sale Agreement. (e) The Seller shall indemnify the Issuer and the Trust Collateral Agent Indenture Trustee (for itself and for the benefit of the Holders of the Storm Recovery Bonds), and each of the Issuer’s and the Indenture Trustee’s respective officers, directors, managers, employees and agents thereof (each, an “Indemnified Person”) for, and defend and hold harmless each such Person from and against against, (i) any and all costs, expenses, losses, claims, damages amounts of principal of and liabilities arising out of, interest on the Storm Recovery Bonds not paid when due or incurred when scheduled to be paid in connection accordance with their terms and the amount of any deposits to the Issuer required to have been made in accordance with the acceptance or performance terms of the trusts and duties set forth herein and in the Basic Documents which are not made when so required, in each case as a result of the Seller’s breach of any of its representations, warranties or covenants contained in this Sale Agreement, and (ii) any and all Losses that may be imposed on or asserted against any such Person, other than any liabilities, obligations or claims for or payments of principal of or interest on the Storm Recovery Bonds, together with any reasonable costs and expenses actually incurred by such Person, as a result of the Seller’s material breach of any of its representations, warranties or covenants contained in this Sale Agreement, except to the extent that such cost, expense, loss, claim, damage or liability shall be due to of Losses either resulting from the willful misfeasancemisconduct, bad faith or gross negligence of such Indemnified Person or resulting from a breach of a representation or warranty made by such Indemnified Person in any of the Basic Documents that gives rise to Seller’s breach, and provided that, with respect to a material breach of a representation, warranty or covenant, the Seller has first had a 30-day opportunity to cure such breach beginning with the receipt of a notice of breach from the Issuer or the Indenture Trustee and has failed to cure such breach within such period; and provided further that the Holders of the Storm Recovery Bonds shall be entitled to enforce their rights against the Seller under this Section 5.01(e) solely through a cause of action brought for their benefit by the Indenture Trustee. (except f) The Seller shall indemnify the Servicer (if the Servicer is not the Seller) for errors in judgmentthe costs of any action instituted by the Servicer pursuant to Section 5.02(d) of the Owner Trustee, Trustee or Servicing Agreement that are not paid as Operating Expenses in accordance with the Trust Collateral Agent, respectively. Indemnification priorities set forth in Section 8.02(e) of the Indenture. (g) The remedies provided in this Sale Agreement are the sole and exclusive remedies against the Seller for breach of its representations and warranties in this Sale Agreement. (h) The Seller’s obligations under this Section 5.01 shall survive any repeal of, modification of, or supplement to, or judicial invalidation of, the Storm Recovery Law or the Financing Order and shall survive the resignation or removal of the Owner Trustee, the Indenture Trustee or the Trust Collateral Agent and the termination of this Sale Agreement or and will rank pari passu with other general, unsecured obligations of the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigationSeller. If the The Seller shall have made not indemnify any indemnity payments pursuant to party under this Section 5.01 for any changes in law after the Closing Date, whether such changes in law are effected by means of any legislative enactment, any constitutional amendment or any final and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interestnon-appealable judicial decision.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement., which obligations shall include the following: (a) The Seller shall indemnify, defend and hold harmless the Owner Trustee, the Issuer, the Trustee Trustees and the Trust Collateral Agent Servicer and their respective any of the officers, directors, employees and agents of the Issuer, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated herein and in this Agreement and any of the other Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby)Documents, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuer or the issuance and original sale of the Securities, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the NotesSecurities) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee Trustees and the Trust Collateral Agent Securityholders and any of the officers, directors, employees and agents thereof of the Issuer, the Owner Trustee and the Noteholders Indenture Trustee from and against any loss, liability or expense incurred by reason of (i) the Seller’s 's willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s 's or the Issuer’s 's violation of federal or state securities laws in connection with the offering and sale of the NotesSecurities. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee Trustees and the Trust Collateral Agent and the their respective officers, directors, employees and agents thereof from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, of or incurred in connection with the acceptance or performance of the trusts and duties set forth herein and contained in the Basic Documents Trust Agreement, 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 cost, expense, loss, claim, damage or liability liability: (i) in the case of the Owner Trustee, shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement or (ii) in the case of the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee or shall arise from the breach by the Indenture Trustee of any of its representations or warranties set forth in Section 6.13 of the Indenture. (except for errors in judgmentd) The Seller shall pay any and all taxes levied or assessed upon all or any part of the Owner Trustee, Trustee or the Trust Collateral Agent, respectivelyEstate. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent Indenture Trustee, as the case may be, and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. (a) The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Sale Agreement. (ab) The Seller shall indemnifyindemnify the Issuer and the Indenture Trustee (for the benefit of the Secured Parties) and each of their respective officers, directors, employees, trustees, managers and agents for, and defend and hold harmless each such Person from and against, any and all taxes (other than taxes imposed on Holders as a result of their ownership of a Securitization Bond) that may at any time be imposed on or asserted against any such Person as a result of the Owner Trusteesale of the Securitization Property to the Issuer, including any franchise, sales, gross receipts, general corporation, tangible personal property, privilege or license taxes, but excluding any taxes imposed as a result of a failure of such Person to withhold or remit taxes with respect to payments on any Securitization Bond, it being understood that the Holders shall be entitled to enforce their rights against the Seller under this Section 5.01(b) solely through a cause of action brought for their benefit by the Indenture Trustee as set forth in the Indenture. (c) The Seller shall indemnify the Issuer and the Indenture Trustee (for the benefit of the Secured Parties) and each of their respective officers, directors, employees, trustees, managers and agents for, and defend and hold harmless each such Person from and against, any and all taxes (other than taxes imposed on Holders as a result of their ownership of a Securitization Bond) that may at any time be imposed on or asserted against any such Person as a result of the Issuer’s ownership and assignment of the Securitization Property, the issuance and sale by the Issuer of the Securitization Bonds or the other transactions contemplated in the Basic Documents, including any franchise, sales, gross receipts, general corporation, tangible personal property, privilege or license taxes, but excluding any taxes imposed as a result of a failure of such Person to withhold or remit taxes with respect to payments on any Securitization Bond. (d) The Seller shall indemnify the Issuer, the Indenture Trustee (for the benefit of the Secured Parties) and each of their respective officers, directors, employees, trustees, managers and agents for, and defend and hold harmless each such Person from and against, all Losses that may be imposed on, incurred by or asserted against each such Person, in each such case, as a result of the Trust Collateral Agent Seller’s breach of any of its representations, warranties or covenants contained in this Sale Agreement. (e) Indemnification under Section 5.01(b), Section 5.01(c), Section 5.01(d) and Section 5.01(f) shall include reasonable out-of-pocket fees and expenses of investigation and litigation (including reasonable attorneys’ fees and expenses), except as otherwise expressly provided in this Sale Agreement. (f) The Seller shall indemnify the Indenture Trustee (for itself) and each Independent Manager, and any of their respective officers, directors, employees and agents (each, an “Indemnified Person”), for, and defend and hold harmless each such Person from and against, any and all Losses incurred by any of such Indemnified Persons as a result of the Seller’s breach of any of its representations and warranties or covenants contained in this Sale Agreement. The Seller shall not be required to indemnify an Indemnified Person for any amount paid or payable by such Indemnified Person in the settlement of any action, proceeding or investigation without the prior written consent of the Seller, which consent shall not be unreasonably withheld. Promptly after receipt by an Indemnified Person of notice of the commencement of any action, proceeding or investigation, such Indemnified Person shall, if a claim in respect thereof is to be made against the Seller under this Section 5.01(f), notify the Seller in writing of the commencement thereof. Failure by an Indemnified Person to so notify the Seller shall relieve the Seller from the obligation to indemnify and hold harmless such Indemnified Person under this Section 5.01(f) only to the extent that the Seller suffers actual prejudice as a result of such failure. With respect to any taxes action, proceeding or investigation brought by a third party for which indemnification may be sought under this Section 5.01(f), the Seller shall be entitled to conduct and control, at its expense and with counsel of its choosing that may at any time be asserted against is reasonably satisfactory to such Indemnified Person, the defense of any such action, proceeding or investigation (in which case the Seller shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the Indemnified Person with respect except as set forth below); provided, that the Indemnified Person shall have the right to participate in such action, proceeding or investigation through counsel chosen by it and at its own expense. Notwithstanding the Seller’s election to assume the defense of any action, proceeding or investigation, the Indemnified Person shall have the right to employ separate counsel (including local counsel), and the Seller shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the defendants in any such action include both the Indemnified Person and the Seller and the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the transactions or activities contemplated in this Agreement and any Seller, (ii) the Seller shall not have employed counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person within a reasonable time after notice of the Basic Documents institution of such action, (except any income taxes arising out iii) the Seller shall authorize the Indemnified Person to employ separate counsel at the expense of fees paid to the Owner Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent Seller or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby), including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, iv) in the case of the IssuerIndenture Trustee, such action exposes the Indenture Trustee to a material risk of criminal liability or forfeiture or a Servicer Default has occurred and is continuing. Notwithstanding the foregoing, the Seller shall not including any taxes asserted with respect tobe obligated to pay for the fees, federal or other income taxes arising out of distributions on the Notes) and costs and expenses in defending against of more than one separate counsel for the sameIndemnified Persons other than one local counsel, if appropriate. (bg) The Seller shall indemnify, defend indemnify the Servicer (if the Servicer is not the Seller) for the costs of any action instituted by the Servicer pursuant to Section 5.02(d) of the Servicing Agreement that are not paid as Operating Expenses in accordance with the priorities set forth in Section 8.02(e) of the Indenture. (h) The remedies provided in this Sale Agreement are the sole and hold harmless exclusive remedies against the Issuer, the Owner Trustee, the Trustee Seller for breach of its representations and the Trust Collateral Agent and the officers, directors, employees and agents thereof and the Noteholders from and against any loss, liability or expense incurred by reason of warranties in this Sale Agreement. (i) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s violation of federal or state securities laws in connection with the offering and sale of the Notes. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof 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 set forth herein and in the Basic Documents except to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee, Trustee or the Trust Collateral Agent, respectively. Indemnification under this Section 5.01 shall survive any repeal of, modification of, or supplement to, or judicial invalidation of, the Statute or the Financing Order and shall survive the resignation or removal of the Owner Trustee, the Indenture Trustee or the Trust Collateral Agent and the termination of this Sale Agreement or and will rank in priority with other general, unsecured obligations of the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigationSeller. If the The Seller shall have made not indemnify any indemnity payments pursuant to party under this Section 5.01 for any changes in law after the Closing Date, whether such changes in law are effected by means of any legislative enactment, any constitutional amendment or any final and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interestnon-appealable judicial decision.

Liability of Seller; Indemnities. The Seller shall be -------------------------------- liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (a) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the IssuerTrust, the Trustee Insurer, the Trustee, Backup Servicer, Collateral Agent and the Trust Collateral Agent and their respective its officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated in this Agreement and any of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent Agent, the Trustee and the Trustee Insurer and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby), including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, federal or other income taxes arising out of distributions on the Notes) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee Trustee, Backup Servicer, Collateral Agent and the Trust Collateral Agent and the officers, directors, employees and agents thereof thereof, the Insurer and the Noteholders from and against any loss, liability or expense incurred by reason of (i) the Seller’s 's willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s 's or the Issuer’s 's violation of federal Federal or state securities laws in connection with the offering and sale of the Notes. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trustee, Trust Collateral Agent, Collateral Agent and Backup Servicer and the officers, directors, employees and agents thereof 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 set forth herein and in the Basic Documents except to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee, Trustee or the Trustee, Trust Collateral Agent, Collateral Agent and Backup Servicer respectively. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (a) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the IssuerTrust, the Trustee Insurer, the Trustee, Backup Servicer, the Collateral Agent and the Trust Collateral Agent and their respective its officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated in this Agreement and any of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent Agent, the Trustee and the Trustee Insurer and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby), including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, federal or other income taxes arising out of distributions on the Notes) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee Trustee, Backup Servicer, the Collateral Agent, the Insurer and the Trust Collateral Agent and the officers, directors, employees and agents thereof and the Noteholders from and against any loss, liability or expense incurred by reason of (i) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s violation of federal or state securities laws in connection with the offering and sale of the Notes. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trustee, Trust Collateral Agent, Collateral Agent and Backup Servicer and the officers, directors, employees and agents thereof 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 set forth herein and in the Basic Documents except to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee, Trustee or the Trustee, Trust Collateral Agent, Collateral Agent and Backup Servicer respectively. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Trustee Trustee, the Backup Servicer, the Collateral Agent or the Trust Collateral Agent and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement., and hereby agrees to the following: (a) The Seller shall indemnify, defend defend, and hold harmless the Owner Trustee, the Issuer, the Owner Trustee and the Trust Collateral Agent and their respective officers, directors, employees and agents Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the conveyance of the Receivables to the transactions Issuer or activities contemplated in this Agreement the issuance and any original sale of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent Notes and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby)Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege privilege, or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, to ownership of the Receivables or federal or other Applicable Tax State income taxes arising out of distributions on the Notestransactions contemplated by this Agreement and the other Basic Documents) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend defend, and hold harmless the Issuer, the Owner Trustee, the Trustee Indenture Trustee, the Noteholders and the Trust Collateral Agent and the officers, directors, employees and agents thereof and the Noteholders Certificateholders from and against any loss, liability or expense incurred by reason of (i) the Seller’s 's willful misfeasance, bad faith faith, or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s 's violation of federal or state State securities laws in connection with the offering and registration or the sale of the NotesNotes or the Certificates. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof 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 set forth herein and in the Basic Documents except to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Indenture Trustee, Trustee or the Trust Collateral Agent, respectively. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement., and hereby agrees to the following: (a) The Seller shall indemnify, defend defend, and hold harmless the Owner Trustee, the Issuer, the Owner Trustee and the Trust Collateral Agent and their respective officers, directors, employees and agents Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the conveyance of the Receivables to the transactions Issuer or activities contemplated in this Agreement the issuance and any original sale of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent Notes and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby)Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege privilege, or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, to ownership of the Receivables or federal or other Applicable Tax State income taxes arising out of distributions on the Notestransactions contemplated by this Agreement and the other Basic Documents) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend defend, and hold harmless the Issuer, the Owner Trustee, the Trustee Indenture Trustee, the Noteholders and the Trust Collateral Agent and the officers, directors, employees and agents thereof and the Noteholders Certificateholders from and against any loss, liability or expense incurred by reason of (i) the Seller’s 's willful misfeasance, bad faith faith, or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s 's violation of federal or state State securities laws in connection with the offering and registration or the sale of the NotesNotes or the Certificates. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trust Collateral Agent Indenture Trustee and the their respective officers, directors, employees and agents thereof from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, of or incurred in connection with the acceptance or performance of the trusts and duties set forth contained herein and in the Basic Documents Trust Agreement, in the case of the Owner Trustee, and in the Indenture, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability liability: (i) in the case of the Owner Trustee, shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee or, in the case of the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Indenture Trustee; or (ii) in the case of the Owner Trustee shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Collateral Agent, respectively. Agreement or (iii) in the case of the Indenture Trustee shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture. (d) The Seller shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. (e) Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent Indenture Trustee and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include include, without limitation, reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest. (f) The Seller's obligations under this Section 6.2 are obligations solely of the Seller and shall not constitute a claim against the Seller to the extent that the Seller does not have funds sufficient to make payment of such obligations. In furtherance of and not in derogation of the foregoing, the Issuer, the Servicer, the Indenture Trustee and the Owner Trustee, by entering into or accepting this agreement, acknowledge and agree that they shall have no right, title or interest in or to the Other Assets of the Seller. To the extent that, notwithstanding the agreements and provisions contained in the preceding sentence, the Issuer, Servicer, Indenture Trustee or Owner Trustee either (i) asserts an interest or claim to, or benefit from, Other Assets, or (ii) is deemed to have any such interest, claim to, or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), then such Issuer, Servicer, Indenture Trustee or Owner Trustee further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and shall be expressly subordinated to the indefeasible payment in full, which, under the terms of the relevant documents relating to the securitization or conveyance of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Seller), including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Issuer, Servicer, Indenture Trustee and Owner Trustee each further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 6.2(f) and the terms of this Section 6.2(f) may be enforced by an action for specific performance. The provision of this Section 6.2(f) shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Agreement.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken under this Agreement by the Seller and the representations made by the Seller under this Agreement. (a) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Issuer, Trust and the Trustee and the Trust Collateral Agent and their respective officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated in this Agreement and any of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent Trustee and the Trustee each Series Support Provider and except any taxes to which the Owner Trustee, the Trust Collateral Agent Trustee or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby), including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, federal or other income taxes arising out of distributions on the Certificates and the Notes) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof and the Noteholders from and Trustee against any loss, liability or expense incurred by reason of (i) the Seller’s 's willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s 's or the Issuer’s 's violation of federal Federal or state securities laws in connection with the offering and sale of the Notes. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trust Collateral Agent Trustee and the their respective officers, directors, employees and agents thereof from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or incurred in connection with with, the acceptance or performance of the trusts and duties set forth herein and in the Basic Documents Documents, except to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee, Trustee or the Trust Collateral Agent, respectivelyPerson seeking indemnification. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent Trustee and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (a) The Seller shall indemnify, defend and hold harmless the Owner TrusteePurchaser, the Issuer, the Owner Trustee and the Trust Collateral Agent Indenture Trustee and their respective officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to to, and on the transactions or activities contemplated in this Agreement and any date of, the sale of the Basic Documents (except any income taxes arising out of fees paid Receivables to the Owner Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby)Purchaser, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, federal to Federal or other income taxes arising out of distributions on this Agreement and the Notesother Basic Documents) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Purchaser, Issuer, the Owner Trustee, Indenture Trustee, the Trustee and Certificateholders, the Trust Collateral Agent Noteholders and the officers, directors, employees and agents thereof of Purchaser, Issuer, Owner Trustee and the Noteholders Indenture Trustee from and against any lossand all costs, liability expenses, losses, claims, damages and liabilities to the extent arising out of, or expense incurred by reason imposed upon such Person through or as a result of (i) the Seller’s 's willful misfeasance, bad faith or gross negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s failure of any Receivable conveyed by it to Purchaser hereunder, or the Issuer’s violation of federal or state securities laws in connection with the offering and sale of the Notesrelated Financed Vehicle, to comply with all requirements of applicable law. (c) The Seller shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee Purchaser and the Trust Collateral Agent and the its officers, directors, employees and agents thereof from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or incurred in connection with with, the acceptance or performance of the trusts and duties set forth herein and in the Basic Documents herein, except to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee, Trustee or the Trust Collateral Agent, respectivelyPurchaser. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. (a) The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (ab) The Seller shall indemnifyindemnify the Issuer and the Indenture Trustee (for the benefit of the Secured Parties) and each of their respective officers, directors, employees, trustees, managers and agents for, and defend and hold harmless each such Person from and against, any and all taxes (other than taxes imposed on Holders as a result of their ownership of a System Restoration Bond) that may at any time be imposed on or asserted against any such Person as a result of the Owner sale of the Transition Property to the Issuer, including any franchise, sales, gross receipts, general corporation, tangible personal property, privilege or license taxes but excluding any taxes imposed as a result of a failure of such Person to withhold or remit taxes with respect to payments on any System Restoration Bond; it being understood that the Holders shall be entitled to enforce their rights against the Seller under this Section 5.01(b) solely through a cause of action brought for their benefit by the Indenture Trustee. (c) The Seller shall indemnify the Issuer and the Indenture Trustee (for the benefit of the Secured Parties) and each of their respective officers, directors, employees, trustees, managers, and agents for, and defend and hold harmless each such Person from and against, any and all taxes (other than taxes imposed on Holders as a result of their ownership of a System Restoration Bond) that may at any time be imposed on or asserted against any such Person as a result of the Issuer’s ownership and assignment of the Transition Property, the issuance and sale by the Issuer of the System Restoration Bonds or the other transactions contemplated in the Basic Documents, including any franchise, sales, gross receipts, general corporation, tangible personal property, privilege or license taxes but excluding any taxes imposed as a result of a failure of such Person to withhold or remit taxes with respect to payments on any System Restoration Bond. (d) The Seller shall indemnify the Issuer, the Indenture Trustee (for the benefit of the Secured Parties) and the Trust Collateral Agent and each of their respective officers, directors, employees and agents for, and defend and hold harmless each such Person from and against any taxes all Losses that may at any time be imposed on, incurred by or asserted against each such Person, in each such case, as a result of the Seller’s breach of any such Person with respect to the transactions of its representations, warranties or activities contemplated covenants contained in this Agreement and any of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby), including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, federal or other income taxes arising out of distributions on the Notes) and costs and expenses in defending against the sameAgreement. (be) Indemnification under Sections 5.01(b), 5.01(c), 5.01(d) and 5.01(f) shall include reasonable out-of-pocket fees and expenses of investigation and litigation (including reasonable attorney’s fees and expenses), except as otherwise expressly provided in this Agreement. (f) The Seller shall indemnifyindemnify the Indenture Trustee (for itself) and each Independent Manager, defend and hold harmless the Issuer, the Owner Trustee, the Trustee and the Trust Collateral Agent and the any of their respective officers, directors, employees and agents (each, an “Indemnified Person”) for, and defend and hold harmless each such Person from and against, any and all Losses incurred by any of such Indemnified Persons as a result of the Seller’s breach of any of its representations and warranties or covenants contained in this Agreement, except to the extent of Losses either resulting from the willful misconduct, bad faith or gross negligence of such Indemnified Person or resulting from a breach of a representation or warranty made by such Indemnified Person in any of the Basic Documents that gives rise to the Seller’s breach. The Seller shall not be required to indemnify an Indemnified Person for any amount paid or payable by such Indemnified Person in the settlement of any action, proceeding or investigation without the prior written consent of the Seller which consent shall not be unreasonably withheld. Promptly after receipt by an Indemnified Person of notice of the commencement of any action, proceeding or investigation, such Indemnified Person shall, if a claim in respect thereof is to be made against the Seller under this Section 5.01(f), notify the Seller in writing of the commencement thereof. Failure by an Indemnified Person to so notify the Seller shall relieve the Seller from the obligation to indemnify and hold harmless such Indemnified Person under this Section 5.01(f) only to the extent that the Seller suffers actual prejudice as a result of such failure. With respect to any action, proceeding or investigation brought by a third party for which indemnification may be sought under this Section 5.01(f), the Seller shall be entitled to conduct and control, at its expense and with counsel of its choosing that is reasonably satisfactory to such Indemnified Person, the defense of any such action, proceeding or investigation (in which case the Seller shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the Indemnified Person except as set forth below); provided that the Indemnified Person shall have the right to participate in such action, proceeding or investigation through counsel chosen by it and at its own expense. Notwithstanding the Seller’s election to assume the defense of any action, proceeding or investigation, the Indemnified Person shall have the right to employ separate counsel (including local counsel), and the Noteholders from Seller shall bear the reasonable fees, costs and against any loss, liability or expense incurred by reason expenses of such separate counsel if (i) the defendants in any such action include both the Indemnified Person and the Seller and the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or Seller shall not have employed counsel reasonably satisfactory to the Issuer’s violation of federal or state securities laws in connection with Indemnified Person to represent the offering and sale Indemnified Person within a reasonable time after notice of the Notesinstitution of such action, (iii) the Seller shall authorize the Indemnified Person to employ separate counsel at the expense of the Seller or (iv) in the case of the Indenture Trustee, such action exposes the Indenture Trustee to a material risk of criminal liability or forfeiture or a Servicer Default has occurred and is continuing. Notwithstanding the foregoing, the Seller shall not be obligated to pay for the fees, costs and expenses of more than one separate counsel for the Indemnified Persons other than one local counsel, if appropriate. (cg) The Seller shall indemnify, defend and hold harmless indemnify the Issuer, Servicer (if the Owner Trustee, Trustee and Servicer is not the Trust Collateral Agent and Seller) for the officers, directors, employees and agents thereof from and against costs of any and all costs, expenses, losses, claims, damages and liabilities arising out of, or incurred in connection with action instituted by the acceptance or performance of the trusts and duties set forth herein and in the Basic Documents except Servicer pursuant to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgmentSection 5.02(d) of the Owner Trustee, Trustee or Servicing Agreement which are not paid as Operating Expenses in accordance with the Trust Collateral Agent, respectively. priorities set forth in Section 8.02(e) of the Indenture. (h) The remedies provided in this Agreement are the sole and exclusive remedies against the Seller for breach of its representations and warranties in this Agreement. (i) Indemnification under this Section 5.01 shall survive any repeal of, modification of, or supplement to, or judicial invalidation of, the Securitization Law or the Financing Order and shall survive the resignation or removal of the Owner Trustee, the Indenture Trustee or the Trust Collateral Agent and the termination of this Agreement or and will rank in priority with other general, unsecured obligations of the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigationSeller. If the The Seller shall have made not indemnify any indemnity payments pursuant to party under this Section 5.01 for any changes in law after the Closing Date, whether such changes in law are effected by means of any legislative enactment, constitutional amendment or any final and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interestnon-appealable judicial decision.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreementthese Master Sale Terms. (ai) The Seller shall indemnify, defend and hold harmless the Owner Trustee, the Issuer, the Trustee Purchaser and the Trust Collateral Agent Eligible Lender Trustee in its individual capacity and their respective officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated herein and in this Agreement and any of the other Basic Documents (except any such income taxes arising out of fees paid to the Owner Eligible Lender Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby), including any sales, gross receipts, general corporation, tangible or and intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, federal or other income taxes arising out of distributions on the Notes) and costs and expenses in defending against the same. (bii) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee Purchaser and the Trust Collateral Agent Eligible Lender Trustee in its individual capacity and the their officers, directors, employees and agents thereof of the Purchaser and the Noteholders from and against any loss, liability or expense incurred by reason of (i) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s violation of federal or state securities laws in connection with the offering and sale of the Notes. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Eligible Lender Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, the Seller’s willful misfeasance, bad faith or gross negligence in the performance of its duties under the Sale Agreement, or by reason of reckless disregard of its obligations and duties under the Sale Agreement. (iii) The Seller shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Eligible Lender Trustee in its individual capacity and its officers, directors, employees and agents from and against, all costs, expenses, losses, claims, damages, obligations and liabilities arising out of, incurred in connection with or relating to the Sale Agreement, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Basic Documents Sale Agreement or the action or the inaction of the Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage damage, obligation or liability liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Eligible Lender Trustee, (b) shall arise from any breach by the Eligible Lender Trustee of its covenants in its individual capacity under any of the Basic Documents; or (c) shall arise from the Trust Collateral Agentbreach by the Eligible Lender Trustee of any of its representations or warranties in its individual capacity set forth in these Master Sale Terms or any Sale Agreement. In the event of any claim, respectivelyaction or proceeding for which indemnity will be sought pursuant to this paragraph, the Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of the Seller, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Owner Trustee, the Eligible Lender Trustee or the Trust Collateral Agent and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, these Master Sale Terms and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf for the benefit of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. (a) The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (ab) The Seller shall indemnifyindemnify the Issuer and the Indenture Trustee (for the benefit of the Secured Parties) and each of their respective officers, directors, employees, trustees, managers and agents for, and defend and hold harmless each such Person from and against, any and all taxes (other than taxes imposed on Bondholders as a result of their ownership of a System Restoration Bond) that may at any time be imposed on or asserted against any such Person as a result of the Owner sale of the Transition Property to the Issuer, including any franchise, sales, gross receipts, general corporation, tangible personal property, privilege or license taxes but excluding any taxes imposed as a result of a failure of such Person to withhold or remit taxes with respect to payments on any System Restoration Bond; it being understood that the Holders shall be entitled to enforce their rights against the Seller under this Section 5.01(b) solely through a cause of action brought for their benefit by the Indenture Trustee. (c) The Seller shall indemnify the Issuer and the Indenture Trustee (for the benefit of the Secured Parties) and each of their respective officers, directors, employees, trustees, managers, and agents for, and defend and hold harmless each such Person from and against, any and all taxes (other than taxes imposed on Bondholders as a result of their ownership of a System Restoration Bond) that may at any time be imposed on or asserted against any such Person as a result of the Issuer’s ownership and assignment of the Transition Property, the issuance and sale by the Issuer of the System Restoration Bonds or the other transactions contemplated in the Basic Documents, including any franchise, sales, gross receipts, general corporation, tangible personal property, privilege or license taxes but excluding any taxes imposed as a result of a failure of such Person to withhold or remit taxes with respect to payments on any System Restoration Bond. (d) The Seller shall indemnify the Issuer, the Indenture Trustee (for the benefit of the Secured Parties) and the Trust Collateral Agent and each of their respective officers, directors, employees and agents for, and defend and hold harmless each such Person from and against any taxes all Losses that may at any time be imposed on, incurred by or asserted against each such Person, in each such case, as a result of the Seller’s breach of any such Person with respect to the transactions of its representations, warranties or activities contemplated covenants contained in this Agreement and any of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby), including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, federal or other income taxes arising out of distributions on the Notes) and costs and expenses in defending against the sameAgreement. (be) Indemnification under Sections 5.01(b), 5.01(c), 5.01(d) and 5.01(f) shall include reasonable out-of-pocket fees and expenses of investigation and litigation (including reasonable attorney’s fees and expenses), except as otherwise expressly provided in this Agreement. (f) The Seller shall indemnify, defend and hold harmless indemnify the Issuer, the Owner Trustee, the Indenture Trustee (for itself) and the Trust Collateral Agent Independent Managers, and the any of their respective affiliates, officers, directors, employees and agents (each, an “Indemnified Person”) for, and defend and hold harmless each such Person from and against, any and all Losses incurred by any of such Indemnified Persons as a result of the Seller’s breach of any of its representations and warranties or covenants contained in this Agreement, except to the extent of Losses either resulting from the willful misconduct, bad faith or gross negligence of such Indemnified Person or resulting from a breach of a representation or warranty made by such Indemnified Person in any of the Basic Documents that gives rise to the Seller’s breach. The Seller shall not be required to indemnify an Indemnified Person for any amount paid or payable by such Indemnified Person in the settlement of any action, proceeding or investigation without the prior written consent of the Seller which consent shall not be unreasonably withheld. Promptly after receipt by an Indemnified Person of notice of the commencement of any action, proceeding or investigation, such Indemnified Person shall, if a claim in respect thereof is to be made against the Seller under this Section 5.01(f), notify the Seller in writing of the commencement thereof. Failure by an Indemnified Person to so notify the Seller shall relieve the Seller from the obligation to indemnify and hold harmless such Indemnified Person under this Section 5.01(f) only to the extent that the Seller suffers actual prejudice as a result of such failure. With respect to any action, proceeding or investigation brought by a third party for which indemnification may be sought under this Section 5.01(f), the Seller shall be entitled to conduct and control, at its expense and with counsel of its choosing that is reasonably satisfactory to such Indemnified Person, the defense of any such action, proceeding or investigation (in which case the Seller shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the Indemnified Person except as set forth below); provided that the Indemnified Person shall have the right to participate in such action, proceeding or investigation through counsel chosen by it and at its own expense. Notwithstanding the Seller’s election to assume the defense of any action, proceeding or investigation, the Indemnified Person shall have the right to employ separate counsel (including local counsel), and the Noteholders from Seller shall bear the reasonable fees, costs and against any loss, liability or expense incurred by reason expenses of such separate counsel if (i) the defendants in any such action include both the Indemnified Person and the Seller and the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or Seller shall not have employed counsel reasonably satisfactory to the Issuer’s violation of federal or state securities laws in connection with Indemnified Person to represent the offering and sale Indemnified Person within a reasonable time after notice of the Notesinstitution of such action, (iii) the Seller shall authorize the Indemnified Person to employ separate counsel at the expense of the Seller or (iv) in the case of the Indenture Trustee, such action exposes the Indenture Trustee to a material risk of criminal liability or forfeiture or a Servicer Default has occurred and is continuing. Notwithstanding the foregoing, the Seller shall not be obligated to pay for the fees, costs and expenses of more than one separate counsel for the Indemnified Persons other than one local counsel, if appropriate. (cg) The Seller shall indemnify, defend and hold harmless indemnify the Issuer, Servicer (if the Owner Trustee, Trustee and Servicer is not the Trust Collateral Agent and Seller) for the officers, directors, employees and agents thereof from and against costs of any and all costs, expenses, losses, claims, damages and liabilities arising out of, or incurred in connection with action instituted by the acceptance or performance of the trusts and duties set forth herein and in the Basic Documents except Servicer pursuant to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgmentSection 5.02(d) of the Owner Trustee, Trustee or Servicing Agreement which are not paid as Operating Expenses in accordance with the Trust Collateral Agent, respectively. priorities set forth in Section 8.02(e) of the Indenture. (h) The remedies provided in this Agreement are the sole and exclusive remedies against the Seller for breach of its representations and warranties in this Agreement. (i) Indemnification under this Section 5.01 shall survive any repeal of, modification of, or supplement to, or judicial invalidation of, the Financing Act or the Financing Order and shall survive the resignation or removal of the Owner Trustee, the Indenture Trustee or the Trust Collateral Agent and the termination of this Agreement or and will rank in priority with other general, unsecured obligations of the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigationSeller. If the The Seller shall have made not indemnify any indemnity payments pursuant to party under this Section 5.01 for any changes in law after the Closing Date, whether such changes in law are effected by means of any legislative enactment, constitutional amendment or any final and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interestnon-appealable judicial decision.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (a) The Seller shall indemnify, defend and hold harmless the Trust, the Owner Trustee, the Issuer, the Indenture Trustee and the Trust Collateral Agent and their respective officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to, as of the date hereof, the sale of the Receivables to the transactions Trust or activities contemplated in this Agreement the issuance and any original sale of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent Notes and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby)Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes and any and all other taxes levied or assessed upon the Issuer or upon all or any part of the Trust Estate (but, in the case of the IssuerTrust, not including any taxes asserted with respect to, to ownership of the Receivables or federal or other income taxes arising out of distributions on the Notestransactions contemplated by this Agreement and the Basic Documents) and costs and expenses in defending against the same. Without limiting the generality of the foregoing, if a tax is levied or assessed upon the Issuer or upon all or any part of the Trust Estate under HB3, which tax becomes due and payable after the Closing Date, the Seller shall pay such tax (or cause such tax to be paid) to the applicable taxing authority on behalf of the Issuer. Notwithstanding anything to the contrary contained herein, nothing in this Agreement should be read to imply that the Issuer is doing business in Texas, has sufficient nexus with Texas in order for HB3 to apply to the Issuer or is otherwise subject to the tax described in HB3. (b) The Seller shall indemnify, defend and hold harmless the Issuer, Owner Trustee and the Owner Indenture Trustee, the Trustee and Trust, the Trust Collateral Agent and the officers, directors, employees and agents thereof Certificateholders and the Noteholders from and against any loss, liability or expense incurred by reason of (i) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement Agreement, and (ii) the Seller’s or the Issuer’s violation of federal or state securities laws in connection with the offering and registration or the sale of the Notes. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee Certificates and the Trust Collateral Agent and the officers, directors, employees and agents thereof 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 set forth herein and in the Basic Documents except to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee, Trustee or the Trust Collateral Agent, respectivelyNotes. Indemnification under this Section 6.03 shall survive the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments payment to any Person entitled thereto pursuant to this Section 6.03 and the such Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest (except to the extent the recipient collects interest from others). Promptly after receipt by a party indemnified under this Section 6.03 (for purposes of this paragraph, an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim is to be made in respect thereof against the Seller under this Section 6.03, notify the Seller of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 6.03 and it notifies the Seller of the commencement thereof, the Seller will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Seller), and the Seller will not be liable to such Indemnified Party under this Section 6.03 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 6.03 shall survive the termination of this Agreement or the resignation or removal of the Owner Trustee or the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section 6.03 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 Seller, without interest (except to the extent received by such Person). The Seller is only required to pay any indemnity payments pursuant to this Section 6.03 to the extent funds are available after making the required monthly distributions in connection with any Public ABS Transaction for which the Seller, or any United States Affiliate thereof, acts as a depositor or to the extent it receives additional funds designated for such purposes. Additionally, no indemnity payments pursuant to this Section 6.03 shall constitute a claim (as defined by the Bankruptcy Code) against the Seller or recourse to the Seller except to the extent funds are available to the Seller as described herein.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (ai) The Seller shall indemnify, defend defend, and hold harmless the Owner Trustee in its individual and trust capacities, the Indenture Trustee, the Issuer, the Trustee and the Trust Collateral Agent and their respective officers, directors, employees and agents agents, the Trust and the Noteholders from and against any taxes that may at any time be asserted against any such Person parties with respect to, and as of the date of, the sale of the Receivables to the transactions Trust or activities contemplated in this Agreement the issuance and any original sale of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent Certificate and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby)Notes, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege privilege, or license taxes (but, in the case of the IssuerTrust, not including any taxes asserted with respect to, to ownership of the Receivables or federal or other income taxes arising out of distributions on the Certificate or the Notes) and costs and expenses in defending against the same. (bii) The Seller shall indemnify, defend defend, and hold harmless the IssuerOwner Trustee (in its individual and trust capacities), the Owner Indenture Trustee, the Trustee and the Trust Collateral Agent and the their officers, directors, employees and agents thereof and the Noteholders Trust from and against any loss, liability liability, or expense incurred by reason of (ia) the Seller’s 's willful misfeasance, bad faith faith, or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (iib) the Seller’s or the Issuer’s 's violation of federal or state State securities laws in connection with the offering and registration of the sale of the Notes. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof 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 set forth herein and in the Basic Documents except to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee, Trustee or the Trust Collateral Agent, respectivelyCertificate. Indemnification under this Section 12.02 shall survive the resignation or removal of the Owner Trusteeinclude, the Trustee or the Trust Collateral Agent and the termination of this Agreement or the Indenture or the Trust Agreementwithout limitation, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments to the Owner Trustee, the Indenture Trustee or the Trust pursuant to this Section and the Person to Owner Trustee, the Indenture Trustee or on behalf of whom such payments are made the Trust thereafter shall collect any of such amounts from others, such Person the Owner Trustee, the Indenture Trustee or the Trust, as the case may be, shall promptly repay such amounts to the Seller, without interest. This indemnification shall survive the termination of this Agreement and the resignation or removal of the Owner Trustee or the Indenture Trustee.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (a) The Seller shall indemnify, defend and hold harmless the Owner Trustee, the Issuer, the Trustee and the Trust Collateral Agent and their respective officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated in this Agreement and any of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby), including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, federal or other income taxes arising out of distributions on the Notes) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof and the Noteholders from and against any loss, liability or expense incurred by reason of (i) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s violation of federal or state securities laws in connection with the offering and sale of the Notes. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof 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 set forth herein and in the Basic Documents except to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee, Trustee or and the Trust Collateral Agent, respectively. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this the Agreement. (a) The Seller shall indemnify, defend and hold harmless the Owner Trustee, the Issuer, the Owner Trustee and the Trust Collateral Agent Indenture Trustee and their respective officers, directors, employees directors and agents from and against any taxes that may at any time be asserted against any such Person the Issuer, the Owner Trustee or the Indenture Trustee or their officers, directors, and agents with respect to the transactions or activities contemplated in this Agreement and any sale of the Basic Documents (except any income taxes arising out of fees paid Receivables to the Owner Trustee, Issuer or the Trust Collateral Agent issuance and original sale of the Certificate and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby)Notes, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, federal to ownership of the Receivables or Federal or other income taxes arising out of distributions on the Notestransactions contemplated by this Agreement) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee and the Trust Collateral Agent Indenture Trustee and the their officers, directors, employees and agents thereof and the Noteholders from and against any loss, liability or expense incurred by reason of (i) the Seller’s 's willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s 's or the Issuer’s 's violation of federal Federal or state securities laws in connection with the offering and sale of the NotesNotes and the Certificate. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof from and against pay any and all costsproperty taxes (including taxes on intangibles), expensesexcise taxes, losses, claims, damages sales taxes and liabilities arising out of, similar taxes levied or incurred in connection with the acceptance assessed upon all or performance any part of the trusts and duties set forth herein and in Trust Estate including, without limitation, the Basic Documents except to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee, Trustee or the Trust Collateral Agent, respectivelyReceivables. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent Indenture Trustee and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken under this Agreement by the Seller and the representations made by the Seller under this Agreement. (a) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the IssuerTrust, the Trustee and Insurer, the Trustee, the Trust Collateral Agent and their respective officers, directors, agents and employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated in this Agreement and any of the Basic Transaction Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent Agent, the Trustee and the Trustee Insurer and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby), including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, federal or other income taxes arising out of distributions on the Notes) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee and Trustee, the Trust Collateral Agent and Agent, the Insurer, their respective officers, directors, agents and employees and agents thereof and the Noteholders from and against any loss, liability or expense incurred by reason of (i) the Seller’s 's willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s 's or the Issuer’s 's violation of federal Federal or state securities laws in connection with the offering and sale of the Notes. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trust Collateral Agent and the their respective officers, directors, employees and agents thereof 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 set forth herein and in the Basic Transaction Documents except to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee, Trustee or the Trust Collateral Agent, respectively. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent and the termination of this Agreement or the Indenture or the Trust Agreement or the Custodial Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (a) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the IssuerTrust, the Insurer, the Trustee and the Trust Collateral Agent and their respective officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated in this Agreement and any of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent Agent, the Trustee and the Trustee Insurer and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby), including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, federal or other income taxes arising out of distributions on the Certificates and the Notes) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee Trustee, and the Trust Collateral Agent and Agent, the officersInsurer, directors, employees and agents thereof the Certificateholders and the Noteholders from and against any loss, liability or expense incurred by reason of (i) the Seller’s 's willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s 's or the Issuer’s 's violation of federal Federal or state securities laws in connection with the offering and sale of the NotesNotes and the Certificates. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trustee, Trust Collateral Agent and the Backup Servicer and its officers, directors, employees and agents thereof 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 set forth herein and in the Basic Documents except to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee, Trustee or the Trust Collateral Agent, respectively. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (a) The Seller shall indemnify, defend and hold harmless the Owner Trustee, the Issuer, the Owner Trustee and the Trust Collateral Agent Trustee and their respective officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated in this Agreement and any of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent and Trustee or the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent Trustee or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby), including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Mortgage Loans to the Owner Trustee on behalf of the Issuer or the issuance and original sale of the Certificates and the Notes, or asserted with respect to ownership of the Mortgage Loans or federal or other income taxes arising out of distributions on the Certificates and the Notes) and costs and expenses in defending against the samesame or in connection with any application relating to the Notes or Certificates under any state securities laws. (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee Trustee, the Certificateholders and the Trust Collateral Agent Noteholders and the officers, directors, employees and agents thereof of the Issuer, the Owner Trustee and the Noteholders Trustee from and against any lossand all costs, liability expenses, losses, claims, damages and liabilities to the extent arising out of, or expense incurred by reason of imposed upon such Person through (i) the Seller’s 's willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s 's or the Issuer’s 's violation of federal or state securities laws in connection with the offering and sale of the NotesNotes and the Certificates or in connection with any application relating to the Notes or Certificates under any state securities laws. (c) The Seller shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trust Collateral Agent and the its officers, directors, employees and agents thereof from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or incurred in connection with with, this Agreement or any of the Basic Documents, the Owner Trust Estate, the acceptance or performance of the trusts and duties set forth herein and in the Basic Documents Trust Agreement or the action or the inaction of the Owner Trustee hereunder and under the Trust Agreement, except to the extent that such cost, expense, loss, claim, damage or liability liability: (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee, (ii) shall arise from any breach by the Owner Trustee of its covenants under this Agreement or any of the Basic Documents; or (iii) shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Collateral AgentAgreement. Such liability shall survive the termination of the Trust. In the event of any claim, respectivelyaction or proceeding for which indemnity will be sought pursuant to this paragraph, the Owner Trustee's choice of legal counsel shall be subject to the approval of the Seller, which approval shall not be unreasonably withheld. (d) The Seller shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate (other than those taxes expressly excluded from the Seller's responsibilities pursuant to the parentheticals in paragraph (a) above). Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent Trustee and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (a) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the IssuerNote Insurer, the Trustee Standby Servicer and the Trust Collateral Agent and their respective officers, directors, employees and agents Trustee from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated in this Agreement and any of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent Trustee, the Standby Servicer and the Trustee Note Insurer and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated herebysubject), including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, to federal or other income taxes arising out of distributions on the NotesNotes and the Certificates) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee Trustee, the Note Insurer and the Trust Collateral Agent and the officers, directors, employees and agents thereof and the Noteholders Securityholders from and against any loss, liability or expense incurred by reason of (i) the Seller’s 's willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s 's or the Issuer’s 's violation of federal Federal or state securities laws in connection with the offering and sale of the NotesNotes and the Certificates. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee the Trustee, and the Trust Collateral Agent Standby Servicer and the its officers, directors, employees and agents thereof 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 set forth herein and in the Basic Documents except to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee, Trustee or the Trust Collateral Agent, respectively. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent Trustee and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.