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 Issuing Entity, the Trustee and the Indenture Trustee (and their officers, directors, employees and agents) from and against any taxes that may at any time be asserted against any of them with respect to the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Notes, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing Entity, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes arising out of the transactions contemplated by this Agreement) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuing Entity, the Trustee and the Indenture Trustee (and their officers, directors, employees and agents) from and against any loss, liability or expense incurred by reason of 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. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement and the Indenture 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 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 Issuing EntityIssuer, the Owner Trustee and the Indenture Trustee (and their officers, directors, employees and agents) from and against any taxes that may at any time be asserted against any of them with respect to the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Notes, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing Entity, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes arising out of the transactions contemplated by this Agreement) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuing Entity, the Trustee and the Indenture Trustee (and their officers, directors, employees and agentswhen 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 or the Owner Trustee breached its standard of care and legal fees and expenses incurred in actions against the indemnifying party) incurred by reason of the Seller’s willful misfeasance, bad faith violation of federal or negligence State securities laws in connection with the performance registration or the sale of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement. the Notes. (b) Indemnification under this Section shall 5.2 will survive the resignation or removal of the Owner Trustee or the Indenture Trustee or and the termination of this Agreement and the Indenture and shall include will include, without limitation, reasonable fees and expenses of counsel and expenses of litigationlitigation including those incurred in connection with the enforcement of the Owner 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 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 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 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(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. (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 indemnify, defend and hold harmless indemnify the Issuing Entity, the Trustee Issuer and the Indenture Trustee (for itself, for the benefit of the Holders) and their each of the Issuer’s and the Indenture Trustee’s respective officers, directors, members, employees and agents) from agents and against any taxes that may at any time be asserted against any of them with respect to the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Notes, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing Entity, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes arising out of the transactions contemplated by this Agreement) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuing Entity, the Trustee and the Indenture Trustee (and their officers, directors, employees and agents) each such person from and against (i) any lossand all amounts of principal of and interest on the Recovery Bonds not paid when due or when scheduled to be paid in accordance with their terms, liability (ii) any other amounts payable to any Person in connection with the Recovery Bonds or expense in connection with the Recovery Property, including but not limited to Indenture Trustee’s fees and expenses, that are not paid when due or when scheduled to be paid pursuant to the Indenture, (iii) the amount of any other deposits to the Collection Account required to have been made in accordance with the terms of the Basic Documents and retained in the Capital Subaccount, or in the Excess Funds Subaccount or released to the Issuer free of the lien of the Indenture, which are not made when so required, (v) any reasonable costs and expenses incurred by reason such Person that are not recoverable pursuant to the Indenture and (vi) any taxes payable by Holders resulting in a breach of Section 3.08(i), in each case to the extent resulting from the Seller’s breach of any of its representations, warranties or covenants contained in this Agreement, except to the extent of losses either resulting from the willful misfeasancemisconduct, bad faith or gross negligence of such indemnified Persons or resulting from a breach of representation or warranty made by such indemnified Persons in the performance of its duties under this Agreement, Indenture or by reason of reckless disregard of its obligations and duties under this Agreementany other document that gives rise to the Seller’s breach. Indemnification under this Section paragraph shall survive the resignation or removal of the Trustee Indenture Trustee. (c) Notwithstanding Section 5.01(b) above, the Seller shall not be liable for any loss, damages, liability, obligation, claim, action, suit or payment resulting solely from a downgrade in the Indenture Trustee ratings on the Recovery Bonds or for any consequential damages, including any loss of market value of the Recovery Bonds resulting from any default or any downgrade of the ratings of the Recovery Bonds. (d) The indemnities described in this Section will survive the termination of this Agreement and the Indenture and shall include reasonable fees and expenses of counsel investigation and expenses litigation, including reasonable attorneys’ fees and expenses. The Seller shall be liable in accordance herewith only to the extent of litigation. If the obligations specifically undertaken by the Seller shall have made any indemnity payments pursuant to under 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 interestAgreement.

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 defend, and hold harmless the Issuing EntityIssuer, the Owner Trustee and the Indenture Trustee (and their officers, directors, employees and agents) from and against any taxes that may at any time be asserted against any of them with respect to the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Notes, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing Entity, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes arising out of the transactions contemplated by this Agreement) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuing Entity, the Trustee and the Indenture Trustee (and their officers, directors, employees and agentswhen 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 or the Owner Trustee breached its standard of care and legal fees and expenses incurred in actions against the indemnifying party) incurred by reason of the Seller’s willful misfeasance, bad faith violation of federal or negligence State securities laws in connection with the performance registration or the sale of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement. the Notes. (b) Indemnification under this Section shall 5.2 will survive the resignation or removal of the Owner Trustee or the Indenture Trustee or and the termination of this Agreement and the Indenture and shall include will include, without limitation, reasonable fees and expenses of counsel and expenses of litigationlitigation including those incurred in connection with the enforcement of the Owner 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.

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 Issuing Entity, the Trustee Purchaser and the Indenture Owner Trustee (in its individual capacity and their officers, directors, employees and agents) agents from and against any taxes that may at any time be asserted against any of them such Person with respect to the sale transactions contemplated herein and in the other Basic Documents (except any such income taxes arising out of the Receivables fees paid to the Issuing Entity or the issuance and original sale of the NotesOwner Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of the Issuing Entity, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes arising out of the transactions contemplated by this Agreement) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuing Entity, the Trustee Purchaser and the Indenture Owner Trustee (in its individual capacity and their officers, directors, employees and agents) agents 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, the Seller’s willful misfeasance, bad faith or gross negligence in the performance of its duties under this Sale Agreement, or by reason of reckless disregard of its obligations and duties under this Sale Agreement. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Sale Agreement and the Indenture 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 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 Issuing EntityIssuer, the Trustee and the Indenture Trustee (and their officers, directors, employees and agents) from and against any taxes that may at any time be asserted against any of them with respect to the sale of the Receivables to the Issuing Entity Issuer or the issuance and original sale of the Certificates and the Notes, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing EntityIssuer, not including any taxes asserted with respect to ownership of the Receivables or federal Federal or other income taxes arising out of the transactions contemplated by this Agreement) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuing EntityIssuer, the Trustee and the Indenture Trustee (and their officers, directors, employees and agents) from and against any loss, liability or expense incurred by reason of 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. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement and the Indenture 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 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 Issuing EntityIssuer, the Owner Trustee and the Indenture Trustee (and their officers, directors, employees and agents) from and against any taxes that may at any time be asserted against any of them with respect to the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Notes, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing Entity, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes arising out of the transactions contemplated by this Agreement) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuing Entity, the Trustee and the Indenture Trustee (and their officers, directors, employees and agentswhen 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 breached its standard of care and legal fees and expenses incurred in actions against the indemnifying party) incurred by reason of the Seller’s willful misfeasance, bad faith violation of federal or negligence State securities laws in connection with the performance registration or the sale of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement. the Notes. (b) Indemnification under this Section shall 5.2 will survive the resignation or removal of the Owner Trustee or the Indenture Trustee or and the termination of this Agreement and the Indenture and shall include will include, without limitation, reasonable fees and expenses of counsel and expenses of litigationlitigation including those incurred in connection with the enforcement of the Indenture Trustee’s 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.

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 Issuing EntityIssuer, the Trustee and the Indenture Trustee (and their officers, directors, employees and agents) from and against any taxes that may at any time be asserted against any of them with respect to the sale of the Receivables to the Issuing Entity Issuer or the issuance and original sale of the Certificates and the Notes, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing EntityIssuer, not including any taxes asserted with respect to ownership of the Receivables or federal Federal or other income taxes arising out of the transactions contemplated by this Agreement) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuing EntityIssuer, the Trustee and the Indenture Trustee (and their officers, directors, employees and agents) from and against any loss, liability or expense incurred by reason of 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 AgreementAgreement 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 and the Certificates. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement and the Indenture 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 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 Issuing Entity, the Trustee Purchaser and the Indenture Owner Trustee (in its individual capacity and their officers, directors, employees and agents) agents from and against any taxes that may at any time be asserted against any of them such Person with respect to the sale transactions contemplated herein and in the other Basic Documents (except any such income taxes arising out of the Receivables fees paid to the Issuing Entity or the issuance and original sale of the NotesOwner Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of the Issuing Entity, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes arising out of the transactions contemplated by this Agreement) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuing Entity, the Trustee Purchaser and the Indenture Owner Trustee (in its individual capacity and their officers, directors, employees and agents) agents of the Purchaser and the Owner 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, the Seller’s 's willful misfeasance, bad faith or gross negligence in the performance of its duties under this Sale Agreement, or by reason of reckless disregard of its obligations and duties under this Sale Agreement. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Sale Agreement and the Indenture 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 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 hereunder and the representations and warranties made by the Seller in this AgreementAgreement and as provided in Section 12.14. (a) The Seller shall indemnify, defend and hold harmless the Issuing EntityTrustee, the Trustee Backup Servicer and the Indenture Trustee (and their Custodian, including the officers, directors, employees and agents) agents of each such entity, and each Certificateholder from and against any taxes taxes, other than income and franchise taxes, that may at any time be asserted against any of them the Trustee, the Trust, the Backup Servicer, the Custodian or the Certificateholders with respect to to, and as of the sale date of, the transfer of the Receivables to the Issuing Entity Trust or the issuance and original sale of the NotesCertificates, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing Entity, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes arising out of the transactions contemplated by this Agreement) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend defend, and hold harmless the Issuing EntityTrustee, the Trustee Trust, the Backup Servicer, the Custodian and the Indenture Trustee (and their officers, directors, employees and agents) each Certificateholder from and against any loss, liability or expense incurred by reason of (a) the Seller’s 's willful misfeasance, bad faith faith, or negligence in the performance of its duties under this Agreementhereunder, or by reason of reckless disregard of its obligations and duties under this Agreementhereunder or (b) the Seller's violation of federal or State securities laws in connection with the sale of the Certificates. Indemnification under this Section 7.2 shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement and the Indenture and shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. 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, 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) the Agreement and shall have no other obligations or liabilities hereunder. The Seller shall indemnify, defend and hold harmless the Issuing Entity, the Trustee and the Indenture Trustee (and their officers, directors, employees and agents) Trust from and against any taxes that may at any time be asserted against any of them the Trustee or the Trust with respect to to, and as of the date of, the sale of the Receivables to the Issuing Entity Trust or the issuance and original sale of the NotesCertificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege privilege, or license taxes (butbut not, in the case of the Issuing EntityTrust, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes, including franchise taxes measured by net income), arising out of the transactions contemplated by this the Agreement) , and costs and expenses in defending against the same. (b) . The Seller shall indemnify, defend defend, and hold harmless the Issuing EntityTrustee, the Trustee and the Indenture Trustee (and their its officers, directors, employees and agents) agents or the Trust from and against any loss, liability or expense incurred by reason of (i) the Seller’s 's willful misfeasance, bad faith faith, or negligence in the performance of its duties under this Agreementhereunder, or by reason of reckless disregard of its the obligations and duties under this Agreementhereunder and (ii) the Seller's violation of federal or state securities laws in connection with the registration of the sale of the Certificates. Indemnification under this Section 17.2 shall survive the termination of this Agreement and the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement and the Indenture and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments to the Trust or the Trustee pursuant to this Section 17.2 and the Person to Trust or on behalf of whom such payments are made the Trustee thereafter shall collect any of such amounts from others, such Person the Trust shall promptly repay such amounts to the 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 each of the Issuing Entity, the Depositor Eligible Lender Trustee and the Indenture Trustee (Purchaser and their its officers, directors, employees and agents) agents from and against any taxes that may at any time be asserted against any of them such Person with respect to the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Notes, transactions contemplated herein including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing Entity, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes arising out of the transactions contemplated by this Agreement) and costs and expenses in defending against the samesame (but not including any taxes imposed with respect to (i) the subsequent sale of the KBUSA Financed Student Loans by the Purchaser and the Depositor Eligible Lender Trustee to the Trust and the Eligible Lender Trustee; (ii) ownership of such student loans; and/or (iii) distributions on the Notes). (b) The Seller shall indemnify, defend and hold harmless each of the Issuing Entity, the Depositor Eligible Lender Trustee and the Indenture Trustee (Purchaser, and their its officers, directors, employees and agents) agents 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 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. (c) The Seller shall be liable as primary obligor for, and shall indemnify, defend and hold harmless each of the Depositor Eligible Lender Trustee and the Purchaser 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 this Agreement, except to the extent that such cost, expense, loss, claim, damage, obligation or liability (i) shall be due to the willful misfeasance, bad faith or negligence of the Purchaser or the Depositor Eligible Lender Trustee, as applicable, or (ii) shall arise from the breach by the Depositor Eligible Lender Trustee of any of its representations and warranties as set forth in Section 7.15 of this Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Depositor Eligible Lender Trustee's or Purchaser's choice of legal counsel, as applicable, 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 KBUSA Assets (other than those taxes expressly excluded from the Seller's responsibilities pursuant to Section 4.03(a) above). Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement and the Indenture Agreement, 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 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. (a) The Seller shall indemnify, defend and hold harmless the Issuing Entity, the Trustee and the Indenture Trustee (and their officers, directors, employees and agents) from and against any taxes that may at any time be asserted against any of them with respect to the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Notes, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing Entity, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes arising out of the transactions contemplated by this Agreement) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuing Entity, the Trustee Issuer and the Indenture Trustee (for itself, for the benefit of the Holders) and their each of the Issuer’s and the Indenture Trustee’s respective officers, directors, employees and agents) agents and defend and hold harmless each such person from and against (i) any lossand all amounts of principal of and interest on the Recovery Bonds not paid when due or when scheduled to be paid in accordance with their terms, liability (ii) any other amounts payable to any Person in connection with the Recovery Bonds or expense in connection with the Recovery Property, including but not limited to Indenture Trustee’s fees and expenses, that are not paid when due or when scheduled to be paid pursuant to the Indenture, (iii) the amount of any other deposits to the Collection Account required to have been made in accordance with the terms of the Basic Documents and retained in the Capital Subaccount, or in the Excess Funds Subaccount or released to the Issuer free of the lien of the Indenture, which are not made when so required, (iv) any reasonable costs and expenses incurred by reason such Person that are not recoverable pursuant to the Indenture and (v) any taxes payable by Holders resulting in a breach of Section 3.08(i), in each case to the extent resulting from the Seller’s breach of any of its representations, warranties or covenants contained in this Agreement, except to the extent of losses either resulting from the willful misfeasancemisconduct, bad faith or gross negligence of such indemnified Persons or resulting from a breach of representation or warranty made by such indemnified Persons in the performance of its duties under this Agreement, Indenture or by reason of reckless disregard of its obligations and duties under this Agreementany other document that gives rise to the Seller’s breach. Indemnification under this Section paragraph shall survive the resignation or removal of the Trustee Indenture Trustee. (c) Notwithstanding Section 5.01(b) above, the Seller shall not be liable for any loss, damages, liability, obligation, claim, action, suit or payment resulting solely from a downgrade in the Indenture Trustee ratings on the Recovery Bonds or for any consequential damages, including any loss of market value of the Recovery Bonds resulting from any default or any downgrade of the ratings of the Recovery Bonds. (d) The indemnities described in this Section will survive the termination of this Agreement and the Indenture and shall include reasonable fees and expenses of counsel investigation and expenses litigation, including reasonable attorneys’ fees and expenses. The Seller shall be liable in accordance herewith only to the extent of litigation. If the obligations specifically undertaken by the Seller shall have made any indemnity payments pursuant to under 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 interestAgreement.

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 Issuing EntityIssuer, the Trustee and the Indenture Trustee (and their officers, directors, employees and agents) from and against any taxes that may at any time be asserted against any of them with respect to the sale of the Receivables to the Issuing Entity Issuer or the issuance and original sale of the Certificates and the Notes, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing EntityIssuer, not including any taxes asserted with respect to ownership of the Receivables or federal Federal or other income taxes arising out of the transactions contemplated by this Agreement) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuing EntityIssuer, the Trustee and the Indenture Trustee (and their officers, directors, employees and agents) from and against any loss, liability or expense incurred by reason of 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. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement and the Indenture 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 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 Issuing EntityIssuer, the Trustee and the Indenture Trustee (and their officers, directors, employees and agents) from and against any taxes that may at any time be asserted against any of them with respect to the sale of the Receivables to the Issuing Entity Issuer or the issuance and original sale of the Certificates and the Notes, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing EntityIssuer, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes arising out of the transactions contemplated by this Agreement) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuing EntityIssuer, the Trustee and the Indenture Trustee (and their officers, directors, employees and agents) from and against any loss, liability or expense incurred by reason of 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. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement and the Indenture 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 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 Issuing EntityTrust, the Trustee and Owner Trustee, the Indenture Trustee (and their officers, directors, employees and agents) from and against any taxes that may at any time be asserted against any of them such Person with respect to to, as of the date hereof, the sale of the Receivables to the Issuing Entity Trust or the issuance and original sale of the NotesNotes and the Certificates, including any sales, gross receipts, 49 (Nissan 2012-B Sale and Servicing Agreement) general corporation, tangible 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 Issuing EntityTrust, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes arising out of the transactions contemplated by this AgreementAgreement and the Basic Documents) and costs and expenses in defending against the same. (b) The . 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 indemnify, defend and hold harmless pay such tax (or cause such tax to be paid) to the Issuing Entity, the Trustee and the Indenture Trustee (and their officers, directors, employees and agents) from and against any loss, liability or expense incurred by reason applicable taxing authority on behalf of the Seller’s willful misfeasanceIssuer. Notwithstanding anything to the contrary contained herein, bad faith 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 negligence is otherwise subject to the tax described in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this AgreementHB3. Indemnification under this Section 6.03 shall survive the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payment to any Person entitled thereto pursuant to this Section 6.03 and such Person 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 or the termination of this Agreement and the Indenture 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 shall collect 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’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 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 50 (Nissan 2012-B Sale and Servicing Agreement) 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 6.03 and the terms of this Section 6.03 may be enforced by an action for specific performance. The provisions of this Section 6.03 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 each of the Issuing Entity, the Depositor Eligible Lender Trustee and the Indenture Trustee (Purchaser and their its officers, directors, employees and agents) agents from and against any taxes that may at any time be asserted against any of them such Person with respect to the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Notes, transactions contemplated herein including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing Entity, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes arising out of the transactions contemplated by this Agreement) and costs and expenses in defending against the samesame (but not including any taxes imposed with respect to (i) the subsequent sale of the KBUSA Financed Student Loans by the Purchaser and the Depositor Eligible Lender Trustee to the Trust and the Eligible Lender Trustee; (ii) ownership of such student loans; and/or (iii) distributions on the Notes). (b) The Seller shall indemnify, defend and hold harmless each of the Issuing Entity, the Depositor Eligible Lender Trustee and the Indenture Trustee (Purchaser, and their its officers, directors, employees and agents) agents 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 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. (c) The Seller shall be liable as primary obligor for, and shall indemnify, defend and hold harmless each of the Depositor Eligible Lender Trustee and the Purchaser 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 this Agreement, except to the extent that such cost, expense, loss, claim, damage, obligation or liability (i) shall be due to the willful misfeasance, bad faith or negligence of the Purchaser or the Depositor Eligible Lender Trustee, as applicable, or (ii) shall arise from the breach by the Depositor Eligible Lender Trustee of any of its representations and warranties as set forth in Section 7.15 of this Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Depositor Eligible Lender Trustee’s or Purchaser’s choice of legal counsel, as applicable, 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 KBUSA Assets (other than those taxes expressly excluded from the Seller’s responsibilities pursuant to Section 4.03(a) above). Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement and the Indenture Agreement, 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 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 Issuing EntityIssuer, the Trustee Owner Trustee, the Custodian and the Indenture Trustee (and their officers, directors, employees directors and agents) agents from and against any taxes that may at any time be asserted against any of them the Issuer, the Owner Trustee, the Custodian or the Indenture Trustee or their respective officers, directors, and agents with respect to the sale of the Receivables to the Issuing Entity Issuer or the issuance and original sale of the Certificate and the Notes, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing EntityIssuer, not including any taxes asserted with respect to ownership of the Receivables or federal Federal or other income taxes arising out of the transactions contemplated by this Agreement) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuing EntityIssuer, the Trustee Owner Trustee, the Custodian and the Indenture Trustee (and their officers, directors, employees and agents) agents 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 AgreementAgreement and (ii) the Seller's or the Issuer's violation or alleged violation of Federal or state securities laws in connection with the offering and sale of the Notes and the Certificate. Indemnification under this Section shall survive the resignation or removal of the Trustee Owner Trustee, the Custodian or the Indenture Trustee or and the termination of this Agreement and the Indenture 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 6.02 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the 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. (a) The Seller shall indemnify, defend and hold harmless the Issuing Entity, the Trustee and the Indenture Trustee (and their officers, directors, employees and agents) from and against any taxes that may at any time be asserted against any of them with respect to the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Notes, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing Entity, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes arising out of the transactions contemplated by this Agreement) and costs and expenses in defending against the same. (b) The Seller shall indemnifyindemnify the Issuer and the Trustee (for itself and for the benefit of the Bondholders) and each of the Issuer’s and the Trustee’s respective officers, directors, members, employees and agents and defend and hold harmless the Issuing Entity, the Trustee and the Indenture Trustee (and their officers, directors, employees and agents) each such person from and against (i) any lossand all amounts of principal of and interest on the Bonds not paid when due or when scheduled to be paid in accordance with their terms, liability (ii) any other amounts payable to any Person in connection with the Bonds or expense in connection with the Recovery Property, including but not limited to Trustee’s fees and expenses, that are not paid when due or when scheduled to be paid pursuant to the Indenture, (iii) the amount of any other deposits to the Collection Account required to have been made in accordance with the terms of the Basic Documents and retained in the Capital Subaccount, in the Overcollateralization Subaccount or in the Reserve Subaccount or released to the Issuer free of the lien of the Indenture, which are not made when so required, (iv) any reasonable costs and expenses incurred by reason such Person that are not recoverable pursuant to the Indenture and (v) any taxes payable by Bondholders resulting in a breach of Section 3.08(g), in each case to the extent resulting from the Seller’s breach of any of its representations, warranties or covenants contained in this Agreement, except to the extent of losses either resulting from the willful misfeasancemisconduct, bad faith or gross negligence of such indemnified Persons or resulting from a breach of representation or warranty made in any of the performance of its duties under this Agreement, or Basic Documents by reason of reckless disregard of its obligations and duties under this Agreementthe party seeking indemnification. Indemnification under The Seller’s obligation to provide indemnification pursuant to this Section 5.01(b) shall survive the resignation or removal of the Trustee Trustee. (c) Notwithstanding Section 5.01(b) above, the Seller shall not be liable for any loss, damages, liability, obligation, claim, action, suit or payment resulting solely from a downgrade in the Indenture Trustee ratings on the Bonds or for any consequential damages, including any loss of market value of the Bonds, resulting from any default or any downgrade of the ratings of the Bonds. (d) The indemnities described in this Section will survive the termination of this Agreement and the Indenture and shall include reasonable fees and expenses of counsel investigation and expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section , including reasonable attorneys’ fees 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 interestexpenses.

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 indemnify, defend and hold harmless indemnify the Issuing Entity, the Trustee Issuer and the Indenture Trustee (Trustee, for itself and on behalf of the Environmental Control Bondholders and each of their respective affiliates, members, managers, officers, directors, employees and agents) , and defend and hold harmless each such Person from and against against, any and all taxes (other than any taxes imposed on Environmental Control Bondholders solely as a result of their ownership of Environmental Control Bonds) that may at any time be imposed on or asserted against any such Person under existing law as of them with respect the 2009 Sale Date or Subsequent Sale Date as a result of (i) the sale and assignment of the Environmental Control Property to the sale Issuer, (ii) the acquisition or holding of the Receivables to Environmental Control Property by the Issuing Entity Issuer or (iii) the issuance and original sale by the Issuer of the NotesEnvironmental Control Bonds or any other transactions contemplated herein, including any sales, gross receipts, general corporation, tangible single business, personal property, privilege privilege, franchise or license taxes (buttaxes, in the case of the Issuing Entity, not including but excluding any taxes asserted imposed as a result of a failure of such person to withhold or remit taxes with respect to ownership of payments on any Environmental Control Bonds, it being understood that the Receivables or federal or other income taxes arising out of the transactions contemplated by this Agreement) and costs and expenses in defending Environmental Control Bondholders shall be entitled to enforce their rights against the sameSeller under this Section 5.01(b) solely through a cause of action brought for their benefit by the Indenture Trustee. (bc) The Seller shall indemnify, defend and hold harmless indemnify the Issuing EntityIssuer, the Trustee Indenture Trustee, for itself and on behalf of the Indenture Trustee (Environmental Control Bondholders, and each of their respective affiliates, members, managers, officers, directors, employees and agents) , and defend and hold harmless each such Person from and against against, (i) any lossand all amounts of principal of and interest on the Environmental Control Bonds not paid when due or when scheduled to be paid in accordance with their terms, liability (ii) the amount of any deposits to the Issuer required to have been made in accordance with the terms of the Basic Documents or expense any Financing Order which are not made when so required, and (iii) any and all other liabilities, obligations, losses, claims, damages, payment, costs or expenses incurred by reason any of these persons, in each case as a result of the Seller’s breach of any of its representations, warranties or covenants contained in this Agreement; each of which the Seller will have a 30-day opportunity to cure upon notice from us of a material breach of a covenant. (d) The Seller shall indemnify the Issuer, the Indenture Trustee, for itself and on behalf of the Environmental Control Bondholders, and each of their respective affiliates, members, managers, officers, directors, employees and agents, and defend and hold harmless each such Person from and against, any and all Losses that may be imposed on, incurred by or asserted against any such Person as a result of (x) the Seller’s willful misfeasancemisconduct, bad faith or negligence in the performance of its duties or observance of its covenants under this Agreement, or by reason of (y) the Seller’s reckless disregard of its obligations and duties under this Agreement or (z) the Seller’s breach of any of its representations or warranties contained in this Agreement (any event described in any of the foregoing clauses (x), (y) or (z), an “Indemnification Event”). Amounts on deposit in the Excess Funds Subaccount, the Capital Subaccount and the Reserve Account shall not be available to satisfy any Losses for which indemnification is provided in this Agreement. (e) The Seller also will indemnify the PSCWV, for the benefit of Customers, for any and all Losses, including but not limited to Losses in the form of higher Environmental Control Charges, that Customers may incur by reason of (i) any failure of the Seller’s representations or warranties in this Agreement or (ii) any breach of the Seller’s covenants in this Agreement. (f) The Seller shall indemnify the Indenture Trustee and its officers, directors and agents for, and defend and hold harmless each such Person from and against, any and all Losses that may be imposed upon, incurred by or asserted against any such Person as a result of the acceptance or performance of the trusts and duties contained herein and in the Basic Documents to which the Indenture Trustee is a party, except to the extent that any such Loss shall be due to the willful misconduct, bad faith or gross negligence of the Indenture Trustee. Indemnification Such amounts shall be deposited into the Collection Account and distributed in accordance with the Indenture. (g) The Seller’s indemnification obligations under Sections 5.01(b), (c), (d), (e) and (f) for events occurring prior to the removal or resignation of the Indenture Trustee or the termination of this Section Agreement shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement and the Indenture and shall include reasonable fees and expenses of counsel investigation and expenses litigation (including the Indenture Trustee’s reasonable attorney’s fees and expenses) and will rank in priority with other general, unsecured obligations of litigationthe Seller. If Any amounts indemnified by the Seller shall have made any indemnity payments pursuant to its obligations under Sections 5.01(b), (c), (d), (e) or (f) shall be deposited into the Collection Account and distributed in accordance with the Indenture. The Seller shall not indemnify any party under this Section and 5.01 for any changes in law after the Person to 2009 Sale Date or on behalf the Subsequent Sale Date, as applicable, or as a result of whom such payments are made thereafter shall collect the State of West Virginia’s exercise of its power under the Statute or the State of West Virginia’s limitation, alteration, impairment or reduction of the value of Environmental Control Property or Environmental Control Charges after any issuance date in breach of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interestState Pledge.

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 Issuing EntityTrust, the Owner Trustee and the Indenture Trustee (in such role and their officers, directors, employees and agentsas Successor Servicer) from and against any taxes that may at any time be asserted against any of them such Person with respect to to, as of the date hereof, the sale of the Receivables to the Issuing Entity Issuer or the issuance and original sale of the NotesNotes and the Certificates, including any sales, gross receipts, general corporation, tangible 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 Collateral (but, in the case of the Issuing EntityTrust, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes arising out of the transactions contemplated by this AgreementAgreement and the Basic Documents) and costs and expenses in defending against the same. . 41 (bNAROT 2022-B Sale and Servicing Agreement) The Seller shall indemnify, defend and hold harmless the Issuing Entity, the Trustee and the Indenture Trustee (and their officers, directors, employees and agents) from and against any loss, liability or expense incurred by reason of 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. Indemnification under this Section 6.03 shall survive the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation (including the costs of defending any claim or bringing any claim to enforce the Seller’s indemnity obligations hereunder). If the Seller shall have made any indemnity payment to any Person entitled thereto pursuant to this Section 6.03 and such Person 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 or the termination of this Agreement (in such role and the Indenture as Successor Servicer) 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 shall collect 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’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 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 42 (NAROT 2022-B Sale and Servicing Agreement) 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 6.03 and the terms of this Section 6.03 may be enforced by an action for specific performance. The provisions of this Section 6.03 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 defend, and hold harmless the Issuing EntityIssuer, the Owner Trustee and the Indenture Trustee (and their officers, directors, employees and agents) from and against any taxes that may at any time be asserted against any of them with respect to the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Notes, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing Entity, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes arising out of the transactions contemplated by this Agreement) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuing Entity, the Trustee and the Indenture Trustee (and their officers, directors, employees and agents) from and against any loss, liability or expense incurred by reason of the Seller’s willful misfeasance, bad faith violation of federal or negligence State securities laws in connection with the performance registration or the sale of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement. the Notes. (b) Indemnification under this Section shall 5.2 will survive the resignation or removal of the Owner Trustee or the Indenture Trustee or and the termination of this Agreement and the Indenture and shall include will include, without limitation, reasonable fees and expenses of counsel and 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. (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 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 19 Sale and Servicing Agreement (2013-5) 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. (ai) The Seller shall indemnify, defend defend, and hold harmless the Issuing EntityOwner Trustee, the Trustee and the Indenture Trustee (and Trustee, their respective officers, directors, employees and agents) , the Trust and the Noteholders from and against any taxes that may at any time be asserted against any of them such parties with respect to to, and as of the date of, the sale of the Receivables to the Issuing Entity Owner Trustee or the issuance and original sale of the Certificates and the Notes, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege privilege, or license taxes (but, in the case of the Issuing EntityTrust, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes arising out of distributions on the transactions contemplated by this AgreementCertificates or the Notes) and costs and expenses in defending against the same. (bii) The Seller shall indemnify, defend defend, and hold harmless the Issuing EntityOwner Trustee, the Trustee and the Indenture Trustee (and their its officers, directors, employees and agents) agents and the Trust from and against any loss, liability liability, or expense incurred by reason of (a) 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 AgreementAgreement and (b) the Seller's violation of federal or State securities laws in connection with the registration of the sale of the Certificates. Indemnification under this Section 12.02 shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement and the Indenture and shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments to the Owner Trustee or the Trust pursuant to this Section and the Person to Owner 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 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.

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. (ai) The Seller shall indemnify, defend and hold harmless the Issuing Entity, the Trustee and the Indenture Trustee (and their officers, directors, employees and agents) Trust from and against any taxes that may at any time be asserted against any of them the Trustee or the Trust with respect to to, and as of the date of, the sale of the Receivables to the Issuing Entity Trust or the issuance and original sale of the NotesCertificates, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing EntityTrust, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes arising out of the transactions contemplated by this the Agreement) and costs and expenses in defending against the same. (bii) The Seller shall indemnify, defend and hold harmless the Issuing Entity, the Trustee and the Indenture Trustee (and their officers, directors, employees and agents) from and against any loss, liability or expense incurred by reason of (a) the Seller’s 's willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this the Agreement, or by reason of reckless disregard of its obligations and duties under this Agreementthe Agreement and (b) the Seller's violation of federal or state securities laws in connection with the registration or the sale of the Certificates. Indemnification under this Section 8.02 shall survive the resignation or removal termination of the Trustee or the Indenture Trustee or the termination of this Agreement and the Indenture and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments payment to the Trustee pursuant to this Section 8.02 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, without interestinterest (except to the extent the recipient collects interest from others).

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 Issuing EntityTrustee, the Trustee Trust and the Indenture Trustee (Certificateholders and their officers, directors, employees and agents) the Trust from and against any taxes that may at any time be asserted against any of them the Trustee or the Trust with respect to to, and as of the date of, the sale of the Receivables to the Issuing Entity Trust or the issuance and original sale of the NotesCertificates, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing EntityTrust, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes arising out of the transactions contemplated by this Agreement) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuing Entity, the Trustee and the Indenture Trustee (and their officers, directors, employees and agents) 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 AgreementAgreement and (ii) the Seller's violation of federal or state securities laws in connection with the registration or the sale of the Certificates. Indemnification under this Section 8.02 shall survive the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payment to the Trustee pursuant to this Section 8.02 and the Trustee thereafter shall collect any of such amounts from others, the Trustee 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 8.02 (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 8.02, notify the Seller of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 8.02 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 8.02 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 8.02 shall survive the termination of this Agreement or the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement and the Indenture 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 8.02 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 interestinterest (except to the extent received by such Person).

Liability of Seller; Indemnities. The Subject to SECTION 10.5, 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 Issuing EntityIssuer, the Owner Trustee (individually and the in its capacity as such), Indenture Trustee (individually and their in its capacity as such), the Certificateholders and the Noteholders and the respective officers, directors, employees and agents) agents of Issuer, Owner Trustee and Indenture Trustee from and against any taxes that may at any time be asserted against any of them with respect and all costs, expenses, losses, claims, damages and liabilities to the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Notes, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing Entity, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes extent arising out of, or imposed upon such Person through or as a result of the transactions contemplated by this Agreement(i) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuing Entity, the Trustee and the Indenture Trustee (and their officers, directors, employees and agents) from and against any loss, liability or expense incurred by reason of 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 breach of contract or reckless disregard of its obligations and duties under this AgreementAgreement or any other Basic Document and (ii) Seller's violation of Federal or state securities laws in connection with the offering and sale of the Notes and the Certificates or in connection with any application relating to the Notes or Certificates under any state securities laws. (b) Seller shall pay any and all taxes levied or assessed upon the Issuer or upon all or any part of the Owner Trust Estate. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or and the termination of this Agreement and the Indenture or any other Basic Document 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 Issuing EntityIssuer, the Trustee Owner Trustee, the Custodian and the Indenture Trustee (and their officers, directors, employees directors and agents) agents from and against any taxes that may at any time be asserted against any of them the Issuer, the Owner Trustee, the Custodian or the Indenture Trustee or their respective officers, directors, and agents with respect to the sale of the Receivables to the Issuing Entity Issuer or the issuance and original sale of the Certificates and the Notes, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing EntityIssuer, not including any taxes asserted with respect to ownership of the Receivables or federal Federal or other income taxes arising out of the transactions contemplated by this Agreement) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuing EntityIssuer, the Trustee Owner Trustee, the Custodian and the Indenture Trustee (and their officers, directors, employees and agents) agents 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 AgreementAgreement and (ii) the Seller's or the Issuer's violation or alleged violation of Federal or state securities laws in connection with the offering and sale of the Notes and the Certificates. Indemnification under this Section shall survive the resignation or removal of the Trustee Owner Trustee, the Custodian or the Indenture Trustee or and the termination of this Agreement and the Indenture 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 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 Issuing Entity, the Trustee Purchaser and the Indenture Owner Trustee (in its individual capacity and their officers, directors, employees and agents) agents from and against any taxes that may at any time be asserted against any of them such Person with respect to the sale transactions contemplated herein and in the other Basic Documents (except any such income taxes arising out of the Receivables fees paid to the Issuing Entity or the issuance and original sale of the NotesOwner Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of the Issuing Entity, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes arising out of the transactions contemplated by this Agreement) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuing Entity, the Trustee Purchaser and the Indenture Owner Trustee (in its individual capacity and their officers, directors, employees and agents) agents of the Purchaser and the Owner 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, the Seller’s willful misfeasance, bad faith or gross negligence in the performance of its duties under this Sale Agreement, or by reason of reckless disregard of its obligations and duties under this Sale Agreement. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Sale Agreement and the Indenture 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 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. (ai) The Seller shall indemnify, defend indemnify and hold harmless the Issuing Entity, the Trustee and the Indenture Trustee (and their officers, directors, employees and agents) Trust from and against any taxes that may at any time be asserted against any of them the Trustee or the Trust with respect to to, and as of the date of, the sale of the Receivables to the Issuing Entity Trust or the issuance and original sale of the NotesCertificates, including any sales, gross receipts, general corporation, tangible personal property, privilege privilege, or license taxes (but, in the case of the Issuing EntityTrust, not including any taxes asserted with respect to ownership of the Receivables or federal income, franchise or other income taxes measured by net income, arising out of distributions on the Certificates or any other transactions contemplated by this Agreement) and costs and expenses in defending against the same. (bii) The Seller shall indemnify, defend indemnify and hold harmless the Issuing Entity, the Trustee and the Indenture Trustee (and their officers, directors, employees and agents) from and against any loss, liability liability, or expense incurred by reason of (a) 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, and (b) the Seller's violation of federal or by reason state securities laws in connection with the registration or the sale of reckless disregard of its obligations and duties under this Agreementthe Certificates. Notwithstanding the foregoing, such indemnification shall not extend to any credit losses on any Receivables. Indemnification under this Section 7.2 shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement and the Indenture and shall include 81 83 include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments payment 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, without interest (except to the extent such amounts from others include interest).

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken under 50 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 Issuing Entity, Trust and the Trustee and the Indenture Trustee (and their officers, directors, employees and agents) from and against any taxes that may at any time be asserted against any of them such Person with respect to the sale transactions contemplated in this Agreement and any of the Receivables Basic Documents (except any taxes to which the Issuing Entity or the issuance and original sale of the NotesTrustee may otherwise be subject to), including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing EntityTrust, not including any taxes asserted with respect to ownership of the Receivables or to, federal or other income taxes arising out of distributions on the transactions contemplated by this AgreementCertificates) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuing Entity, Trust and the Trustee and the Indenture Trustee (and their officers, directors, employees and agents) 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 AgreementAgreement and (ii) the Seller's or the Trustee's violation of Federal or state securities laws in connection with the offering and sale of the Certificates. (c) The Seller shall indemnify, defend and hold harmless the Trustee and their respective officers, directors, employees and agents 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 Person seeking indemnification. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or and the termination of this Agreement and the Indenture 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 Issuing EntityBorrower, the Trustee Funding Agent, the Secured Parties, the Backup Servicer and the Indenture Trustee Servicer (and their officers, directors, employees and agentsif other than the Seller) from and against any taxes that may at any time be asserted against any of them such Person with respect to to, and as of the date of, each sale of the Receivables to the Issuing Entity or the issuance and original sale of the Notes, Borrower including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuing Entity, but not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes, including franchise taxes arising out of the transactions contemplated measured by this Agreementnet income) and all costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuing EntityBorrower, the Trustee Funding Agent, the Secured Parties, the Backup Servicer and the Indenture Trustee Servicer (and their officers, directors, employees and agentsif other than the Seller) from and against any loss, liability or expense incurred by reason of the Seller’s 's willful misfeasancemalfeasance, 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. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or Funding Agent and the termination of this Agreement and the Indenture and shall include all 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 Issuing EntityIssuer, the Owner Trustee and the Indenture Trustee (and their officers, directors, employees and agents) from and against any taxes that may at any time be asserted against any of them with respect to the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Notes, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing Entity, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes arising out of the transactions contemplated by this Agreement) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuing Entity, the Trustee and the Indenture Trustee (and their officers, directors, employees and agentswhen 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 or the Owner Trustee breached its standard of care and legal fees and expenses incurred in actions against the indemnifying party) incurred by reason of the Seller’s willful misfeasance, bad faith violation of federal or negligence State securities laws in connection with the performance registration or the sale of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement. the Notes. (b) Indemnification under this Section shall 5.2 will survive the resignation or removal of the Owner Trustee or the Indenture Trustee or and the termination of this Agreement and the Indenture and shall include will include, without limitation, reasonable fees and expenses of counsel and expenses of litigationlitigation including those incurred in connection with the enforcement of the Owner 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.

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 defend, and hold harmless the Issuing Entity, the Trustee and the Indenture Trustee (and their its officers, directors, agents and employees and agents) the Trust from and against any taxes that may at any time be asserted against any of them the Trustee or the Trust with respect to to, and as of the date of, the sale of the Receivables Contracts to the Issuing Entity Trustee or the issuance and original sale of the NotesCertificates, including any sales, gross receipts, general corporation, tangible personal property, privilege privilege, or license taxes (butbut not, in the case of the Issuing EntityTrust, not including any taxes asserted with respect to ownership of the Receivables Contracts or federal or other income taxes arising out of the transactions contemplated by this the Agreement) and costs and expenses in defending against the same. (b) . The Seller shall indemnify, defend defend, and hold harmless the Issuing Entity, the Trustee and the Indenture Trustee (and their its officers, directors, agents and employees and agents) from and against any loss, liability or expense incurred by reason of the Seller’s 's willful misfeasance, bad faith faith, or negligence in the performance of its duties under this Agreementhereunder, or by reason of reckless disregard of its obligations and duties under this Agreementhereunder. Indemnification under this Section The Seller shall survive indemnify, defend and hold harmless the resignation Trustee and its officers, directors, agents and employees and the Trust from and against all costs, expenses, losses, claims, damages, and liabilities arising out of or removal incurred in connection with the acceptance or performance of the Trustee or the Indenture Trustee or the termination of this Agreement trusts and the Indenture 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 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from othersduties herein contained, such Person shall promptly repay such amounts except to the Seller, without interest.extent that such cost,

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 Issuing EntityIssuer, the Trustee Owner Trustee, the Custodian and the Indenture Trustee (and their officers, directors, employees directors and agents) agents from and against any taxes that may at any time be asserted against any of them the Issuer, the Owner Trustee, the Custodian or the Indenture Trustee or their respective officers, directors, and agents with respect to the sale of the Receivables to the Issuing Entity Issuer or the issuance and original sale of the Certificates and the Notes, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing EntityIssuer, not including any taxes asserted with respect to ownership of the Receivables or federal Federal or other income taxes arising out of the transactions contemplated by this Agreement) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuing EntityIssuer, the Trustee Owner Trustee, the Custodian and the Indenture Trustee (and their officers, directors, employees and agents) agents 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 AgreementAgreement and (ii) the Seller's or the Issuer's violation or alleged violation of Federal or state securities laws in connection with the offering and sale of the Notes and the Certificates. Indemnification under this Section shall survive the resignation or removal of the Trustee Owner Trustee, the Custodian or the Indenture Trustee or and the termination of this Agreement and the Indenture 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 SECTION 6.02 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Subject to Section 10.5, 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 Issuing EntityTrust, the Owner Trustee (individually and the in its capacity as such), Indenture Trustee (individually and their in its capacity as such), the Certificateholders and the Noteholders and the respective officers, directors, employees and agents) agents of the Trust, Owner Trustee and Indenture Trustee from and against any taxes that may at any time be asserted against any of them with respect and all costs, expenses, losses, claims, damages and liabilities to the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Notes, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing Entity, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes extent arising out of, or imposed upon such Person through or as a result of the transactions contemplated by this Agreement(i) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuing Entity, the Trustee and the Indenture Trustee (and their officers, directors, employees and agents) from and against any loss, liability or expense incurred by reason of the Seller’s willful wilful misfeasance, bad faith or gross negligence (other than errors in judgement) in the performance of its duties under this Agreement, or by reason of breach of contract or reckless disregard of its obligations and duties under this AgreementAgreement or any other Basic Document and (ii) Seller’s violation of Federal or state securities laws in connection with the offering and sale of the Notes and the Certificates or in connection with any application relating to the Notes or Certificates under any state securities laws. (b) Seller shall pay any and all taxes levied or assessed upon the Trust or upon all or any part of the Owner Trust Estate. Indemnification under this Section 6.3 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or and the termination of this Agreement and the Indenture or any other Basic Document, 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 6.3 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 hereunder only to the extent of the obligations specifically undertaken by the Seller under this Agreement and the representations made by the Seller in this Agreement. (a) . The Seller shall indemnify, defend and hold harmless the Issuing EntityTrustee, the Trustee and Certificateholders, the Indenture Trustee (Backup Servicer, the Servicer, and their respective officers, directors, employees and agents) from and against any taxes that may at any time be asserted against any of them with respect to the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Notes, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing Entity, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes arising out of the transactions contemplated by this Agreement) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuing Entity, the Trustee and the Indenture Trustee (and their officers, directors, employees and agents) agents from and against any loss, liability or expense incurred by reason of (a) the Seller’s 's willful misfeasance, bad faith 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 AgreementAgreement or (b) the inaccuracy of any representation made in Section 6.1, or (c) the Seller's violation of federal or state securities laws in connection with the sale of the Certificates. Indemnification under The indemnification provided for in this Section 6.2 shall survive the termination of this Agreement and the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement and the Indenture and Backup Servicer. (b) Indemnification under this Section 6.2 shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any full indemnity payments to the Trustee, the Certificateholders, the Servicer or the Backup Servicer pursuant to this Section and the Person to Trustee, the Certificateholders, the Servicer or on behalf of whom such payments are made the Backup Servicer thereafter shall collect any of such amounts from others, such Person the Trustee, the Certificateholders, the Servicer or the Backup Servicer shall promptly repay such amounts to the Seller, without interest. (c) The Seller shall be liable for the fees and expenses of the Trustee and the Backup Servicer only to the extent such parties are not compensated in full in accordance with the provisions of Section 4.5.

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 Issuing EntityIssuer, the Trustee Owner Trustee, the Custodian and the Indenture Trustee (and their officers, directors, employees directors and agents) agents from and against any taxes that may at any time be asserted against any of them the Issuer, the Owner Trustee, the Custodian or the Indenture Trustee or their respective officers, directors, and agents with respect to the sale of the Receivables to the Issuing Entity Issuer or the issuance and original sale of the Certificate and the Notes, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing Entity, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes arising out of the transactions contemplated by this Agreement) and costs and expenses in defending against the same., (b) The Seller shall indemnify, defend and hold harmless the Issuing EntityIssuer, the Trustee Owner Trustee, the Custodian and the Indenture Trustee (and their officers, directors, employees and agents) agents 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 AgreementAgreement and (ii) the Seller's or the Issuer's violation or alleged violation of Federal or state securities laws in connection with the offering and sale of the Notes and the Certificate. Indemnification under this Section shall survive the resignation or removal of the Trustee Owner Trustee, the Custodian or the Indenture Trustee or and the termination of this Agreement and the Indenture 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 6.02 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Subject to Section 10.5, 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 Issuing EntityIssuer, the Owner Trustee (individually and the in its capacity as such), Indenture Trustee (individually and their in its capacity as such), the Certificateholders and the Noteholders and the respective officers, directors, employees and agents) agents of Issuer, Owner Trustee and Indenture Trustee from and against any taxes that may at any time be asserted against any of them with respect and all costs, expenses, losses, claims, damages and liabilities to the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Notes, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing Entity, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes extent arising out of, or imposed upon such Person through or as a result of the transactions contemplated by this Agreement(i) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuing Entity, the Trustee and the Indenture Trustee (and their officers, directors, employees and agents) from and against any loss, liability or expense incurred by reason of 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 breach of contract or reckless disregard of its obligations and duties under this AgreementAgreement or any other Basic Document and (ii) Seller's violation of Federal or state securities laws in connection with the offering and sale of the Notes and the Certificates or in connection with any application relating to the Notes or Certificates under any state securities laws. 2000-1 SALE AND SERVICING AGREEMENT (b) Seller shall pay any and all taxes levied or assessed upon the Issuer or upon all or any part of the Owner Trust Estate. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or and the termination of this Agreement and the Indenture or any other Basic Document, 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 Issuing Entity, the Trustee and the Indenture Trustee (and their officers, directors, employees and agents) Trust from and against any taxes that may at any time be asserted against any of them the Trust with respect to to, and as of the date of, the sale of the Receivables to the Issuing Entity Trust or the issuance and original sale of the NotesCertificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege privilege, or license taxes (but, in the case of the Issuing Entity, but not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes, including franchise taxes measured by net income), arising out of the transactions contemplated by this Agreement) , and costs and expenses in defending against the same. (b) . The Seller shall indemnify, defend defend, and hold harmless the Issuing Entity, Trustee or the Trustee and the Indenture Trustee (and their officers, directors, employees and agents) Trust 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 Agreementhereunder and (ii) the Seller's violation of federal or state securities laws in connection with the registration of the sale of the Certificates. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement and the Indenture and 7.2 shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments to the Trust pursuant to this Section 7.2 and the Person to or on behalf of whom such payments are made Trust thereafter shall collect any of such amounts from others, such Person the Trust 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) 1. The Seller shall indemnify, defend and hold harmless the Issuing EntityIssuer, the Trustee and the Indenture Trustee (and their officers, directors, employees and agents) from and against any taxes that may at any time be asserted against any of them with respect to the sale of the Receivables to the Issuing Entity Issuer or the issuance and original sale of the Certificates and the Notes, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing EntityIssuer, not including any taxes asserted with respect to ownership of the Receivables or federal Federal or other income taxes arising out of the transactions contemplated by this Agreement) and costs and expenses in defending against the same. (b) 2. The Seller shall indemnify, defend and hold harmless the Issuing EntityIssuer, the Trustee and the Indenture Trustee (and their officers, directors, employees and agents) from and against any loss, liability or expense incurred by reason of 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 AgreementAgreement 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 and the Certificates. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement and the Indenture 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 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 Issuing EntityTrust, the Trustee and Owner Trustee, the Indenture Trustee (and their officers, directors, employees and agents) from and against any taxes that may at any time be asserted against any of them such Person with respect to to, as of the date hereof, the sale of the Receivables to the Issuing Entity Trust or the issuance and original sale of the NotesNotes and the Certificates, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing EntityTrust, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes arising out of the transactions contemplated by this AgreementAgreement and the Basic Documents) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuing Entity, the Owner Trustee and the Indenture Trustee (Trustee, the Trust, the Certificateholders and their officers, directors, employees and agents) 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 or the Issuer's violation of federal or state securities laws in connection with the registration or the sale of the Certificates and the Notes. Indemnification under this Section 6.03 shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement and the Indenture and shall include reasonable fees and expenses of counsel and 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.such

Liability of Seller; Indemnities. The Subject to Section 10.5, 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 Issuing EntityTrust, the Owner Trustee (individually and the in its capacity as such), Indenture Trustee (individually and their in its capacity as such), the Certificateholders and the Noteholders and the respective officers, directors, employees and agents) agents of the Trust, Owner Trustee and Indenture Trustee from and against any taxes that may at any time be asserted against any of them with respect and all costs, expenses, losses, claims, damages and liabilities to the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Notes, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing Entity, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes extent arising out of, or imposed upon such Person through or as a result of the transactions contemplated by this Agreement(i) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuing Entity, the Trustee and the Indenture Trustee (and their officers, directors, employees and agents) from and against any loss, liability or expense incurred by reason of the Seller’s willful 's wilful misfeasance, bad faith or gross negligence (other than errors in judgement) in the performance of its duties under this Agreement, or by reason of breach of contract or reckless disregard of its obligations and duties under this AgreementAgreement or any other Basic Document and (ii) Seller's violation of Federal or state securities laws in connection with the offering and sale of the Notes and the Certificates or in connection with any application relating to the Notes or Certificates under any state securities laws. (b) Seller shall pay any and all taxes levied or assessed upon the Trust or upon all or any part of the Owner Trust Estate. Indemnification under this Section 6.3 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or and the termination of this Agreement and the Indenture or any other Basic Document, 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 6.3 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 Issuing EntityIssuer, the Trustee and the Indenture Trustee (and their officers, directors, employees and agents) from and against any taxes that may at any time be asserted against any of them with respect to the sale of the Receivables to the Issuing Entity Issuer or the issuance and original sale of the Notes, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing EntityIssuer, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes arising out of the transactions contemplated by this Agreement) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuing EntityIssuer, the Trustee and the Indenture Trustee (and their officers, directors, employees and agents) from and against any loss, liability or expense incurred by reason of 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. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement and the Indenture 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 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 Subject to Section 10.5, 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 Issuing EntityIssuer, the Owner Trustee (individually and the in its capacity as such), Indenture Trustee (individually and their in its capacity as such), the Certificateholders and the Noteholders and the respective officers, directors, employees and agents) agents of Issuer, Owner Trustee and Indenture Trustee from and against any taxes that may at any time be asserted against any of them with respect and all costs, expenses, losses, claims, damages and liabilities to the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Notes, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing Entity, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes extent arising out of, or imposed upon such Person through or as a result of the transactions contemplated by this Agreement(i) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuing Entity, the Trustee and the Indenture Trustee (and their officers, directors, employees and agents) from and against any loss, liability or expense incurred by reason of the Seller’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 breach of contract or reckless disregard of its obligations and duties under this AgreementAgreement and (ii) Seller’s violation of Federal or state securities laws in connection with the offering and sale of the Notes and the Certificates or in connection with any application relating to the Notes or Certificates under any state securities laws. (b) Seller shall pay any and all taxes levied or assessed upon the Issuer or upon all or any part of the Owner Trust Estate. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or and the termination of this Agreement and the Indenture Agreement, 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 Issuing EntityIssuer, the Trustee and Owner Trustee, the Indenture Trustee (Trust, the Insurer, the Noteholders, 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 of them such Person with respect to the sale transactions contemplated in this Agreement and any of the Receivables Transaction Documents (except any income taxes arising out of fees paid to the Issuing Entity Owner Trustee, the Trust Collateral Agent, the Noteholders, the Trustee and the Insurer and except any taxes to which the Owner Trustee, the Trust Collateral Agent, the Noteholders or the issuance and original sale of the NotesTrustee may otherwise be subject to), including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing EntityIssuer, not including any taxes asserted with respect to ownership of the Receivables or to, federal or other income taxes arising out of distributions on the transactions contemplated by this AgreementNotes) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuing EntityIssuer, the Trustee and Owner Trustee, the Indenture Trustee (and Trustee, the Trust Collateral Agent, the Insurer, their respective officers, directors, agents and employees and agents) 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. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement and the Indenture 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 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.its

Liability of Seller; Indemnities. The Subject to Section 10.5, 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 Issuing EntityIssuer, the Owner Trustee (individually and the in its capacity as such), Indenture Trustee (individually and their in its capacity as such), the Certificateholders and the Noteholders and the respective officers, directors, employees and agents) agents of Issuer, Owner Trustee and Indenture Trustee from and against any taxes that may at any time be asserted against any of them with respect and all costs, expenses, losses, claims, damages and liabilities to the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Notes, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing Entity, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes extent arising out of, or imposed upon such Person through or as a result of the transactions contemplated by this Agreement(i) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuing Entity, the Trustee and the Indenture Trustee (and their officers, directors, employees and agents) from and against any loss, liability or expense incurred by reason of 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 breach of contract or reckless disregard of its obligations and duties under this AgreementAgreement or any other Basic Document and (ii) Seller's violation of Federal or state securities laws in connection with the offering and sale of the Notes and the Certificates or in connection with any application relating to the Notes or Certificates under any state securities laws. (b) Seller shall pay any and all taxes levied or assessed upon the Issuer or upon all or any part of the Owner Trust Estate. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or and the termination of this Agreement and the Indenture or any other Basic Document 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 Issuing EntityTrustee, the Trustee Trust and the Indenture Trustee (Certificateholders and their officers, directors, employees and agents) the Trust from and against any taxes that may at any time be asserted against any of them the Trustee or the Trust with respect to to, and as of the date of, the sale of the Receivables to the Issuing Entity Trust or the issuance and original sale of the NotesCertificates, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing EntityTrust, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes arising out of the transactions contemplated by this Agreement) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuing Entity, the Trustee and the Indenture Trustee (and their officers, directors, employees and agents) 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 AgreementAgreement and (ii) the Seller's violation of federal or state securities laws in connection with the registration or the sale of the Certificates. Indemnification under this Section 8.02 shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement and the Indenture and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments payment to the Trustee pursuant to this Section 8.02 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, without interest.interest (except to the extent the recipient collects interest from others). Promptly after receipt by a party indemnified under this Section 8.02 (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 8.02, notify the Seller of the commencement thereof. If any such action is

Liability of Seller; Indemnities. The Subject to Section _____, 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 Issuing EntityTrust, the Trustee (individually and in its capacity as such) and the Indenture Trustee (Certificateholders and their the respective officers, directors, employees and agents) agents of Trust, the Trustee from and against any taxes that may at any time be asserted against any of them with respect and all costs, expenses, losses, claims, damages and liabilities to the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Notes, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing Entity, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes extent arising out of, or imposed upon such Person through or as a result of the transactions contemplated by this Agreement(i) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuing Entity, the Trustee and the Indenture Trustee (and their officers, directors, employees and agents) from and against any loss, liability or expense incurred by reason of the Seller’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 breach of contract or reckless disregard of its obligations and duties under this AgreementAgreement or any other Basic Document and (ii) Seller’s violation of Federal or state securities laws in connection with the offering and sale of the Certificates or in connection with any application relating to the Certificates under any state securities laws. (b) Seller shall pay any and all taxes levied or assessed upon the Trust or upon all or any part of the Trust Property. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or and the termination of this Agreement and the Indenture or any other Basic Document, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If 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 Seller, without interest. (c) The Seller shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Trustee and its officers, directors, employees and agents from and against any and all costs, expenses, losses, claims, damages and liabilities (including reasonable attorneys’ fees and expenses) arising out of, or incurred in connection with, this Agreement, the Trust Property, the acceptance or performance of the trusts and duties set forth herein or the action or the inaction of the Trustee hereunder (including the Trustee’s execution of any state or local tax return pursuant to Section 4.7(c)) except to the extent that such cost, expense, loss, claim, damage or liability: (i) shall be due to the willful misfeasance, bad faith or negligence of the Trustee or (ii) shall arise from any breach by the Trustee of its covenants, representations or warranties under this Agreement. Such liability shall survive the termination of the Trust. (d) The Seller shall pay any and all taxes levied or assessed upon all or any part of the Trust Property (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 Trustee and the termination of this Agreement 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 Issuing Entity, the Trustee and the Indenture Trustee (and their officers, directors, employees and agents) Trust from and against any taxes that may at any time be asserted against any of them the Trust with respect to to, and as of the date of, the sale of the Receivables to the Issuing Entity Trust or the issuance and original sale of the NotesCertificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege privilege, or license taxes (but, in the case of the Issuing Entity, but not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes, including franchise taxes measured by net income), arising out of the transactions contemplated by this Agreement) , and costs and expenses in defending against the same. (b) . The Seller shall indemnify, defend defend, and hold harmless the Issuing Entity, Trustee or the Trustee and the Indenture Trustee (and their officers, directors, employees and agents) Trust from and against any loss, liability or expense incurred by reason of (i) the Seller’s willful 's wilful misfeasance, bad faith faith, or negligence in the performance of its duties under this Agreementhereunder, or by reason of reckless disregard of its the obligations and duties under this Agreementhereunder and (ii) the Seller's violation of federal or state securities laws in connection with the registration of the sale of the Certificates. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement and the Indenture and 7.2 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 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.of

Liability of Seller; Indemnities. The Subject to Section 10.5, 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 Issuing EntityIssuer, the Owner Trustee (individually and the in its capacity as such), Indenture Trustee (individually and their in its capacity as such), the Certificateholders and the Noteholders and the respective officers, directors, employees and agents) agents of Issuer, Owner Trustee and Indenture Trustee from and against any taxes that may at any time be asserted against any of them with respect and all costs, expenses, losses, claims, damages and liabilities to the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Notes, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing Entity, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes extent arising out of, or imposed upon such Person through or as a result of the transactions contemplated by this Agreement(i) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuing Entity, the Trustee and the Indenture Trustee (and their officers, directors, employees and agents) from and against any loss, liability or expense incurred by reason of the Seller’s willful 's wilful misfeasance, bad faith or gross negligence (other than errors in judgement) in the performance of its duties under this Agreement, or by reason of breach of contract or reckless disregard of its obligations and duties under this AgreementAgreement or any other Basic Document and (ii) Seller's violation of Federal or state securities laws in connection with the offering and sale of the Notes and the Certificates or in connection with any application relating to the Notes or Certificates under any state securities laws. (b) Seller shall pay any and all taxes levied or assessed upon the Issuer or upon all or any part of the Owner Trust Estate. Indemnification under this Section 6.3 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or and the termination of this Agreement and the Indenture or any other Basic Document, 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 6.3 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. (ai) The Seller shall indemnify, defend defend, and hold harmless the Issuing Entity, the Trustee and the Indenture Trustee (and their officers, directors, employees and agents) Trust from and against any taxes that may at any time be asserted against any of them the Trustee or the Trust with respect to to, and as of the date of, the sale of the Receivables to the Issuing Entity Trust or the issuance and original sale of the NotesCertificates, including any sales, gross receipts, general corporation, tangible personal property, privilege privilege, or license taxes (but, in the case of the Issuing EntityTrust, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes arising out of the transactions contemplated by this the Agreement) and costs and expenses in defending against the same. (bii) The Seller shall indemnify, defend defend, and hold harmless the Issuing Entity, the Trustee and the Indenture Trustee (and their officers, directors, employees and agents) from and against any loss, liability liability, or expense incurred by reason of (a) the Seller’s 's willful misfeasance, bad faith faith, or negligence (other than errors in judgment) in the performance of its duties under this the Agreement, or by reason of reckless disregard of its obligations and duties under this Agreementthe Agreement and (b) the Seller's violation of federal or state securities laws in connection with the registration or the sale of the Certificates. Indemnification under this Section 17.2 shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement and the Indenture and shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments payment 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, 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. (a1) The Seller shall indemnify, defend and hold harmless the Issuing EntityBorrower, the Trustee Administrative Agent, the Secured Parties, the Backup Servicer and the Indenture Trustee Servicer (and their officers, directors, employees and agentsif other than the Seller) from and against any taxes that may at any time be asserted against any of them such Person with respect to to, and as of the date of, each sale of the Receivables to the Issuing Entity or the issuance and original sale of the Notes, Borrower including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuing Entity, but not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes, including franchise taxes arising out of the transactions contemplated measured by this Agreementnet income) and all costs and expenses in defending against the same. (b2) The Seller shall indemnify, defend and hold harmless the Issuing EntityBorrower, the Trustee Administrative Agent, the Secured Parties, the Backup Servicer and the Indenture Trustee Servicer (and their officers, directors, employees and agentsif other than the Seller) from and against any loss, liability or expense incurred by reason of the Seller’s 's willful misfeasancemalfeasance, 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. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or Administrative Agent and the termination of this Agreement and the Indenture and shall include all 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 Issuing EntityIssuer, the Trustee Owner Trustee, the Custodian and the Indenture Trustee (and their officers, directors, employees directors and agents) agents from and against any taxes that may at any time be asserted against any of them the Issuer, the Owner Trustee, the Custodian or the Indenture Trustee or their respective officers, directors, and agents with respect to the sale of the Receivables to the Issuing Entity Issuer or the issuance and original sale of the Certificate and the Notes, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing EntityIssuer, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes arising out of the transactions contemplated by this Agreement) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuing EntityIssuer, the Trustee Owner Trustee, the Custodian and the Indenture Trustee (and their officers, directors, employees and agents) agents 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 AgreementAgreement and (ii) the Seller’s or the Issuer’s violation or alleged violation of federal or state securities laws in connection with the offering and sale of the Notes and the Certificate. Indemnification under this Section shall survive the resignation or removal of the Trustee Owner Trustee, the Custodian or the Indenture Trustee or and the termination of this Agreement and the Indenture 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 6.02 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. (a) The Seller shall be liable in accordance herewith hereunder only to the extent of the obligations specifically undertaken by the Seller under this Agreement and the representations made by the Seller in this Agreement. (a) . The Seller shall indemnify, defend and hold harmless the Issuing EntityTrustee, the Trustee and Certificateholders, the Indenture Trustee (Backup Servicer, the Servicer, the Collateral Agent and their respective officers, directors, employees and agents) from and against any taxes that may at any time be asserted against any of them with respect to the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Notes, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing Entity, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes arising out of the transactions contemplated by this Agreement) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuing Entity, the Trustee and the Indenture Trustee (and their officers, directors, employees and agents) agents from and against any loss, liability or expense incurred by reason of (a) the Seller’s 's willful misfeasance, bad faith 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 AgreementAgreement or (b) the inaccuracy of any representation made in SECTION 6.1, or (c) the Seller's violation of federal or state securities laws in connection with the sale of the Certificates. Indemnification under The indemnification provided for in this Section SECTION 6.2 shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement and the Indenture resignation or removal of the Trustee, the Backup Servicer and the Collateral Agent. (b) Indemnification under this SECTION 6.2 shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any full indemnity payments to the Trustee, the Certificateholders, the Servicer or the Backup Servicer pursuant to this Section and the Person to Trustee, the Certificateholders, the Servicer or on behalf of whom such payments are made the Backup Servicer thereafter shall collect any of such amounts from others, such Person the Trustee, the Certificateholders, the Servicer or the Backup Servicer shall promptly repay such amounts to the Seller, without interest. (c) The Seller shall be liable for the fees and expenses of the Trustee and the Backup Servicer only to the extent such parties are not compensated in full in accordance with the provisions of SECTION 4.5.

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 Issuing Entity, the Trustee and the Indenture Trustee (and their officers, directors, employees and agents) Purchaser from and against any taxes that may at any time be asserted against any of them the Purchaser with respect to the sale of the Receivables origination, ownership, income received on, or gross receipts related to the Issuing Entity or the issuance and original sale of the Notes, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing Entity, not including any taxes asserted Contracts with respect to ownership any period of time through the Receivables or federal or other income taxes arising out of the transactions contemplated by this Agreement) Cut-Off Date related to each Contract and costs and expenses in defending against the same. (b) . The Seller shall indemnify, defend and hold harmless the Issuing Entity, the Trustee and the Indenture Trustee (and their officers, directors, employees and agents) Purchaser from and against any loss, liability liability, claim, damage or expense arising out of or incurred by reason of in connection with (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, (ii) the acceptance or performance of the duties 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 of the Purchaser or shall arise from the breach by reason the Purchaser of reckless disregard any of its obligations hereunder and duties under this Agreement(iii) the origination, purchase or sale of the Contracts, and the sale of the Financed Vehicles sold thereunder, did not comply in all material respects with all applicable federal, State and local laws and regulations. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement and the Indenture 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 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. This Section 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 by the Seller under this Sale Agreement. (a) The Seller shall indemnify, defend and hold harmless the Issuing Entity, the Trustee Purchaser and the Indenture Owner Trustee (in its individual capacity and their officers, directors, employees and agents) agents from and against any taxes that may at any time be asserted against any of them such Person with respect to the sale transactions contemplated herein and in the other Basic Documents (except any such income taxes arising out of the Receivables fees paid to the Issuing Entity or the issuance and original sale of the NotesOwner Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of the Issuing Entity, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes arising out of the transactions contemplated by this Agreement) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuing Entity, the Trustee Purchaser and the Indenture Owner Trustee (in its individual capacity and their officers, directors, employees and agents) agents 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, the Seller’s 's willful misfeasance, bad faith or gross negligence in the performance of its duties under this Sale Agreement, or by reason of reckless disregard of its obligations and duties under this Sale Agreement. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Sale Agreement and the Indenture 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 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 Issuing EntityIssuer, the Trustee and the Indenture Trustee (and their officers, directors, employees and agents) from and against any taxes that may at any time be asserted against any of them with respect to the sale of the Receivables to the Issuing Entity Issuer or the issuance and original sale of the Certificates and the Notes, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing EntityIssuer, not including any taxes asserted with respect to ownership of the Receivables or federal Federal or other income taxes arising out of the transactions contemplated by this Agreement) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuing EntityIssuer, the Trustee and the Indenture Trustee (and their officers, directors, employees and agents) from and against any loss, liability or expense incurred by reason of 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 or the Issuer's violation of Federal or state securities laws in connection with the offering and sale of the Notes and the Certificates. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement and the Indenture 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 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 Issuing Entity, Buyer and any Servicer (if other than the Trustee and the Indenture Trustee (and their officers, directors, employees and agentsSeller) from and against any taxes that may at any time be asserted against any of them such Person with respect to to, and as of the date of, each sale of the Receivables to the Issuing Entity or the issuance and original sale of the Notes, Buyer including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuing Entity, but not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes, including franchise taxes arising out of the transactions contemplated measured by this Agreementnet income) and all costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuing Entity, Buyer and any Servicer (if other than the Trustee and the Indenture Trustee (and their officers, directors, employees and agentsSeller) from and against any loss, liability or expense incurred by reason of the Seller’s willful misfeasancemalfeasance, 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. . (c) Indemnification under this Section 5.3 shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement and the Indenture and shall include all 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 indemnify, defend and hold harmless the Issuing EntityPurchaser, the Trustee Custodian, the Backup Servicer, as successor Servicer, and the Indenture Trustee (and their officers, directors, employees and agents) each Lender from and against any taxes that may at any time be asserted against any of them the Purchaser, the Custodian, the Backup Servicer, as successor Servicer, or such Lender with respect to the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Notestransactions contemplated herein, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (buttaxes, in the case of the Issuing Entity, but not including any taxes asserted with respect to, and as of the date of, the sale of the Contracts to the Purchaser, or asserted with respect to ownership of the Receivables or federal or other income taxes arising out of the transactions contemplated by this Agreement) Contracts and costs and expenses in defending against the same. (bc) The Seller shall indemnify, defend and hold harmless the Issuing EntityPurchaser, the Trustee Custodian, the Backup Servicer, as successor Servicer, and the Indenture Trustee (and their officers, directors, employees and agents) each Lender from and against any loss, liability or expense incurred by reason of the Seller’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. . (d) Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement and the Indenture and shall include include, without limitation, reasonable fees and expenses of counsel and 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. This Section shall survive the termination of this Agreement or the resignation or removal of the Custodian or the Backup Servicer, as successor Servicer.

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 indemnify and hold harmless the Issuing Entity, the Trustee and the Indenture Trustee (and their officers, directors, employees and agents) Trust from and against any taxes that may at any time be asserted against any of them the Trustee or the Trust with respect to to, and as of the date of, the sale of the Receivables to the Issuing Entity Trust or the issuance and original sale of the NotesCertificates, including any sales, gross receipts, general corporation, tangible personal property, privilege privilege, or license taxes (but, in the case of the Issuing EntityTrust, not including any taxes asserted with respect to ownership of the Receivables or federal income, franchise or other income taxes measured by net income, arising out of distributions on the Certificates or any other transactions contemplated by this Agreement) and costs and expenses in defending against the same. (bii) The Seller shall indemnify, defend indemnify and hold harmless the Issuing Entity, the Trustee and the Indenture Trustee (and their officers, directors, employees and agents) from and against any loss, liability liability, or expense incurred by reason of (a) 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, and (b) the Seller's violation of federal or by reason state securities laws in connection with the registration or the sale of reckless disregard of its obligations and duties under this Agreementthe Certificates. Notwithstanding the foregoing, such indemnification shall not extend to any credit losses on any Receivables. Indemnification under this Section 7.2 shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement and the Indenture 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 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.shall