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

Liability of the Servicer; Indemnities. (a) The Servicer will be liable under this Agreement only to the extent of the obligations specifically undertaken by it under this Agreement and under any related Servicing Supplement. (b) The Servicer will indemnify, defend and hold harmless the Titling Trustee, each Covered Party and their respective officers, directors, employees and agents (each, with respect to this subsection, an “Indemnified Person”) from and against: (i) any and all taxes that may be asserted against any such Person with respect to the transactions contemplated in the Basic Documents or in any Servicing Supplement, including any sales, gross receipts, general corporation, personal property, privilege or license taxes (excluding U.S. federal, State or local income taxes or franchise taxes arising out of the transactions contemplated by the Basic Documents or any Servicing Supplement) and costs and expenses of defending against the same; and (ii) any and all costs, expenses, losses, damages, claims and liabilities arising out of, or imposed upon any such Person through (A) the Servicer’s willful misconduct, negligence or bad faith in the performance of its duties under any Servicer Basic Document or any Servicing Supplement or (B) the Servicer’s reckless disregard of its obligations and duties under any Servicer Basic Document or any Servicing Supplement. (c) The Servicer will indemnify, defend and hold harmless the Administrative Agent and the Collateral Agent, as applicable, and their respective officers, directors, employees and agents (each, with respect to this Section, an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, the acceptance of or performance by the Servicer of the trusts and duties contained in this Agreement, except to the extent that such cost, expense, loss, damage, claim or liability (i) is due to the willful misconduct, negligence or bad faith of the Indemnified Person or (ii) in the case of the Administrative Agent, arises from the Administrative Agent’s breach of any of its representations or warranties set forth in the Collateral Agency Agreement. (d) The Servicer, as custodian of the Lease Files, will indemnify the Titling Trustee, each Covered Party and their respective officers, directors, employees and agents (each, with respect to this Section, an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, any improper or negligent act or omission relating to the maintenance and custody by the Servicer or one of its custodians as custodian of the Lease Files. (e) Promptly upon receipt by an Indemnified Person of notice of the commencement of any Proceeding against any such Indemnified Person, if such Indemnified Person intends to make a claim in respect of such Proceeding against the Servicer under Sections 3.03(b), 3.03(c) or 3.03(d), as the case may be, such Indemnified Person will notify the Servicer of the commencement of such Proceeding. Failure by an Indemnified Person to so notify the Servicer will not relieve the Servicer of its obligations under this Section; provided, that the Servicer has not been materially prejudiced by such failure to notify. The Servicer may participate in and assume the defense and settlement of any such Proceeding at its expense, and no settlement of such Proceeding may be made without the approval of the Servicer and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The Servicer’s indemnification obligations will include reasonable fees and expenses of counsel and expenses of litigation. After notice from the Servicer to such Indemnified Person of the Servicer’s intention to assume the defense of such Proceeding with counsel reasonably satisfactory to such Indemnified Person, and so long as the Servicer so assumes the defense of such Proceeding in a manner reasonably satisfactory to such Indemnified Person, the Servicer will not be liable for any legal expenses of counsel to such Indemnified Person unless there is a conflict between the interests of the Servicer and such Indemnified Person, in which case the Servicer will pay for separate counsel reasonably acceptable to the Servicer and such Indemnified Person. (f) For purposes of this Section, if the Servicer’s rights and obligations as Servicer are terminated pursuant to Sections 8.01, 8.02 or 8.03, the Servicer nevertheless will be deemed to continue to be the Servicer under this Agreement and any related Servicing Supplement pending appointment of a successor Servicer pursuant to Section 8.04. (g) The Servicer’s obligations under this Section, with respect to the period such Person was (or was deemed to be) the Servicer, will survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Administrative Agent or the Collateral Agent. If the Servicer makes any indemnity payments to any Indemnified Person pursuant to this Section, (i) the Servicer will be subrogated to any rights of such Indemnified Person to recover such amount from any other Person and (ii) if such Indemnified Person thereafter collects any of such amounts from any other Person, such Indemnified Person will promptly repay such amounts to the Servicer, without interest.

Liability of the Servicer; Indemnities. (a) The Servicer will shall be liable under this Agreement in accordance herewith only to the extent of the obligations specifically undertaken by it the Servicer under this Agreement and under any related Servicing Supplementshall have no other obligations or liabilities hereunder. (b) The Servicer will shall indemnify, defend and hold harmless the Titling Trustee, each Covered Party and their respective officers, directors, employees and agents (each, with respect to this subsection, an “Indemnified Person”) from and against: (i) any and all taxes that may be asserted against any such Person with respect to the transactions contemplated in the Basic Documents or in any Servicing Supplement, including any sales, gross receipts, general corporation, personal property, privilege or license taxes (excluding U.S. federal, State or local income taxes or franchise taxes arising out of the transactions contemplated by the Basic Documents or any Servicing Supplement) and costs and expenses of defending against the same; and (ii) any and all costs, expenses, losses, damages, claims and liabilities arising out of, or imposed upon any such Person through (A) the Servicer’s willful misconduct, negligence or bad faith in the performance of its duties under any Servicer Basic Document or any Servicing Supplement or (B) the Servicer’s reckless disregard of its obligations and duties under any Servicer Basic Document or any Servicing Supplement. (c) The Servicer will indemnify, defend and hold harmless the Administrative Agent and the Collateral Agent, as applicabletheir directors, and their respective officers, directors, employees and agents (eachagents, with respect to this Sectionthe Trust, an “Indemnified Person”) and the Certificateholders from and against any and all costs, expenses, losses, damages, claims and liabilities liabilities, including reasonable fees and expenses of counsel and expenses of litigation, arising out ofof or resulting from the use, ownership, or incurred in connection with, the acceptance of or performance operation by the Servicer or any Affiliate thereof of any Financed Vehicle or in respect of any action taken, or failed to be taken, by the Servicer with respect to any Receivable or other portion of the trusts Trust Property. (c) The Servicer shall indemnify, defend and duties contained in this Agreementhold harmless the Trustee, except the Collateral Agent, their directors, officers, employees and agents, the Trust and the Certificateholders from and against any taxes that may at any time be asserted against the Trustee, the Trust or the Certificateholders with respect to the extent that such costtransactions contemplated hereby, expenseincluding any sales, lossgross receipts, damagegeneral corporation, claim tangible or liability intangible personal property, privilege, or license taxes (i) is due but not including any taxes asserted with respect to, and as of the date of, the sale, transfer and assignment of the Trust Property to the willful misconduct, negligence Trust or bad faith the issuance and original sale of the Indemnified Person Certificates, or (ii) in the case asserted with respect to ownership of the Administrative AgentReceivables or other Trust Property, arises from federal or other income taxes, including franchise taxes measured by net income, arising out of distributions on the Administrative Agent’s breach Certificates or any other transactions contemplated by this Agreement or transfer taxes arising in connection with transfers of any of its representations or warranties set forth the Certificates) and reasonable costs and expenses in defending against the Collateral Agency Agreementsame. (d) The ServicerServicer shall indemnify, as custodian of defend and hold harmless the Lease Files, will indemnify the Titling Trustee, each Covered Party and the Collateral Agent, their respective directors, officers, directors, employees and agents (eachagents, with respect to this Section, an “Indemnified Person”) the Trust and the Certificateholders from and against any and all costs, expenses, losses, claims, damages, claims and liabilities, to the extent that such cost, expense, loss, claim, damage, or liability arose out of, or was imposed upon, or incurred by, the Trust, the Trustee or the Certificateholders as a result of the willful misfeasance, negligence, or bad faith of the Servicer in the performance of its duties under this Agreement. (e) The Servicer, or, in the event that the Trustee is also a servicer, a predecessor Servicer, shall indemnify, defend and hold harmless the Trustee, the Collateral Agent and their directors, officers, employees and agents, from and against all costs, expenses, losses, claims, damages, and liabilities arising out of or incurred in connection with the acceptance or performance of the Trust and the duties herein contained, except to the extent that such costs, expenses, losses, claims, damages or liabilities: (i) shall be due to the willful misfeasance, negligence or bad faith of the Trustee; (ii) relates to any tax other than the taxes with respect to which either the Seller or the Servicer shall be required to indemnify the Trustee; (iii) shall arise from the Trustee's breach of any of its representations or warranties set forth in Section 10.15; (iv) shall be one as to which the Seller is required to indemnify the Trustee; or (v) shall arise out of, or be incurred in connection with, any improper the acceptance or negligent act or omission relating to the maintenance and custody performance by the Servicer or one Trustee of its custodians duties as custodian of the Lease Filesa successor servicer hereunder. (ef) Promptly upon receipt by an Indemnified Person of notice of the commencement of any Proceeding against any such Indemnified Person, if such Indemnified Person intends to make a claim in respect of such Proceeding against the Servicer under Sections 3.03(b), 3.03(c) or 3.03(d), as the case may be, such Indemnified Person will notify the Servicer of the commencement of such Proceeding. Failure by an Indemnified Person to so notify the Servicer will not relieve the Servicer of its obligations Indemnification under this Section; provided, that the Servicer has not been materially prejudiced by such failure to notify. The Servicer may participate in and assume the defense and settlement of any such Proceeding at its expense, and no settlement of such Proceeding may be made without the approval of the Servicer and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The Servicer’s indemnification obligations will Section 8.2 shall include reasonable fees and expenses of counsel and expenses of litigation. After notice from the Servicer to such Indemnified Person of the Servicer’s intention to assume the defense of such Proceeding with counsel reasonably satisfactory to such Indemnified Person, and so long as the Servicer so assumes the defense of such Proceeding in a manner reasonably satisfactory to such Indemnified Person, the Servicer will not be liable for any legal expenses of counsel to such Indemnified Person unless there is a conflict between the interests The indemnity obligations of the Servicer and such Indemnified Person, in which case hereunder shall survive any termination of the Servicer will pay for separate counsel reasonably acceptable to the Servicer and such Indemnified Person. (f) For purposes of this Section, if the Servicer’s rights and obligations as Servicer are terminated pursuant to Sections 8.01, 8.02 or 8.03, the Servicer nevertheless will be deemed to continue to be the Servicer under this Agreement and any related Servicing Supplement pending appointment of a successor Servicer pursuant to Section 8.04. (g) The Servicer’s obligations under this Section9.1, but only with respect to obligations arising prior thereto, and any payment of the period such Person was (amount owing under, or was deemed to be) the ServicerPurchase Amount with respect to, will any Receivable and shall survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement Trust or the earlier removal or resignation or removal of the Administrative Agent or the Collateral AgentTrustee. If the Servicer makes shall have made any indemnity payments to any Indemnified Person pursuant to this Section, (i) Section 8.2 and the Servicer will be subrogated to any rights of such Indemnified Person to recover such amount from any other Person and (ii) if such Indemnified Person Trustee thereafter collects any of such amounts from any other Personothers, such Indemnified Person will promptly the Trustee shall, as soon as practicable upon receipt thereof, repay such amounts to the Servicer, without interest.

Liability of the Servicer; Indemnities. (a) The Servicer will be liable under this Agreement only to indemnify, defend and hold harmless the extent Covered Parties and the Holder of the obligations specifically undertaken Daimler Retail Specified Interest Certificate (each, with respect to this subsection, an “Indemnified Person”) in accordance with Section 3.03(b) of the Basic Servicing Agreement, as well as from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of the Servicer’s willful misconduct, negligence or bad faith or resulting from the use, ownership or operation by it under this Agreement and under the Servicer or any related Servicing Supplementof its Affiliates of a 201[__]-[__] Vehicle. (b) The Servicer will indemnify, defend and hold harmless the Titling TrusteeTrust, each Covered Party the Collateral Agent, the Securities Intermediary, the Administrative Agent, the Trustees and their respective officers, directors, employees and agents (each, with respect to this subsection, an “Indemnified Person”) from and against: (i) any and all taxes that may be asserted against any such Person with respect to the transactions contemplated in the Basic Documents or in any Servicing Supplement, including any sales, gross receipts, general corporation, personal property, privilege or license taxes (excluding U.S. federal, State or local income taxes or franchise taxes arising out of the transactions contemplated by the Basic Documents or any Servicing Supplement) and costs and expenses of defending against the same; and (ii) any and all costs, expenses, losses, damages, claims and liabilities arising out of, or imposed upon any such Person through (A) the Servicer’s willful misconduct, negligence or bad faith in the performance of its duties under any Servicer Basic Document or any Servicing Supplement or (B) the Servicer’s reckless disregard of its obligations and duties under any Servicer Basic Document or any Servicing Supplement. (c) The Servicer will indemnify, defend and hold harmless the Administrative Agent and the Collateral Agent, as applicable, and their respective officers, directors, employees and agents (each, with respect to this Section, an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, the acceptance of or performance by the Servicer of the trusts and duties contained in this Agreement201[__]-[__] Servicing Supplement, except to the extent that any such cost, expense, loss, damage, claim or liability (i) is due to the willful misconduct, negligence or bad faith of the Indemnified Person or (ii) in the case of the Administrative Agenteither Trustee, arises from the Administrative Agentsuch Trustee’s breach of any of its representations or warranties set forth in the Collateral Agency Agreement. (d) The ServicerTrust Agreement or the Indenture, as custodian of the Lease Files, will indemnify the Titling Trustee, each Covered Party and their respective officers, directors, employees and agents case may be (each, with respect to this Section, an “Indemnified Person”) from and against including any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, with any improper or negligent act or omission relating to the maintenance and custody legal action by the Servicer or one of its custodians as custodian of the Lease Files. (e) Promptly upon receipt by an Indemnified Person of notice of the commencement of any Proceeding against any such Indemnified Person, if such Indemnified Person intends Indenture Trustee to make a claim in respect of such Proceeding enforce remedies against the Servicer under Sections 3.03(bthis Agreement), 3.03(c. (c) or 3.03(d), as In addition to the case may be, such Indemnified Person will notify Parties included in the Servicer of the commencement of such Proceeding. Failure by an Indemnified Person to so notify the Servicer will not relieve the Servicer of its obligations under this Section; provided, that the Servicer has not been materially prejudiced by such failure to notify. The Servicer may participate in and assume the defense and settlement of any such Proceeding at its expense, and no settlement of such Proceeding may be made without the approval of the Servicer and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The Servicer’s indemnification obligations will include reasonable fees and expenses of counsel and expenses of litigation. After notice from the Servicer to such Indemnified Person of the Servicer’s intention to assume the defense of such Proceeding with counsel reasonably satisfactory to such Indemnified Person, and so long as the Servicer so assumes the defense of such Proceeding in a manner reasonably satisfactory to such Indemnified PersonBasic Servicing Agreement, the Servicer will not be liable for any legal expenses of counsel treat the Issuer and each Trustee as “Indemnified Persons” pursuant to such Indemnified Person unless there is a conflict between the interests of the Servicer and such Indemnified PersonSections 3.03(d), in which case the Servicer will pay for separate counsel reasonably acceptable to the Servicer and such Indemnified Person. (e), (f) For purposes of this Section, if the Servicer’s rights and obligations as Servicer are terminated pursuant to Sections 8.01, 8.02 or 8.03, the Servicer nevertheless will be deemed to continue to be the Servicer under this Agreement and any related Servicing Supplement pending appointment of a successor Servicer pursuant to Section 8.04. (g) The Servicer’s obligations under this Section, with respect to the period such Person was (or was deemed to be) the Servicer, will survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Administrative Agent or the Collateral Agent. If the Servicer makes any indemnity payments to any Indemnified Person pursuant to this Section, (i) the Servicer will be subrogated to any rights of such Indemnified Person to recover such amount from any other Person and (ii) if such Indemnified Person thereafter collects any of such amounts from any other Person, such Indemnified Person will promptly repay such amounts to the Servicer, without interestBasic Servicing Agreement.

Liability of the Servicer; Indemnities. (a) The Servicer will be liable under this Agreement only to indemnify, defend and hold harmless the extent Covered Parties and the Holder of the obligations specifically undertaken Daimler Retail Specified Interest Certificate (each, with respect to this subsection, an “Indemnified Person”) in accordance with Section 3.03(b) of the Basic Servicing Agreement, as well as from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of the Servicer’s willful misconduct, negligence or bad faith or resulting from the use, ownership or operation by it under this Agreement and under the Servicer or any related Servicing Supplementof its Affiliates of a 2021-A Vehicle. (b) The Servicer will indemnify, defend and hold harmless the Titling TrusteeTrust, each Covered Party the Collateral Agent, the Securities Intermediary, the Administrative Agent, the Trustees and their respective officers, directors, employees and agents (each, with respect to this subsection, an “Indemnified Person”) from and against: (i) any and all taxes that may be asserted against any such Person with respect to the transactions contemplated in the Basic Documents or in any Servicing Supplement, including any sales, gross receipts, general corporation, personal property, privilege or license taxes (excluding U.S. federal, State or local income taxes or franchise taxes arising out of the transactions contemplated by the Basic Documents or any Servicing Supplement) and costs and expenses of defending against the same; and (ii) any and all costs, expenses, losses, damages, claims and liabilities arising out of, or imposed upon any such Person through (A) the Servicer’s willful misconduct, negligence or bad faith in the performance of its duties under any Servicer Basic Document or any Servicing Supplement or (B) the Servicer’s reckless disregard of its obligations and duties under any Servicer Basic Document or any Servicing Supplement. (c) The Servicer will indemnify, defend and hold harmless the Administrative Agent and the Collateral Agent, as applicable, and their respective officers, directors, employees and agents (each, with respect to this Section, an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, the acceptance of or performance by the Servicer of the trusts and duties contained in this Agreement2021-A Servicing Supplement, except to the extent that any such cost, expense, loss, damage, claim or liability (i) is due to the willful misconduct, negligence or bad faith of the Indemnified Person or (ii) in the case of the Administrative Agenteither Trustee, arises from the Administrative Agentsuch Trustee’s breach of any of its representations or warranties set forth in the Collateral Agency Agreement. (d) The ServicerTrust Agreement or the Indenture, as custodian of the Lease Files, will indemnify the Titling Trustee, each Covered Party and their respective officers, directors, employees and agents case may be (each, with respect to this Section, an “Indemnified Person”) from and against including any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, with any improper or negligent act or omission relating to the maintenance and custody legal action by the Servicer Indenture Trustee or one of the Securities Intermediary to enforce remedies against the Servicer, including its custodians as custodian of the Lease Filesindemnification obligations, under this Agreement). (ec) Promptly upon receipt by an In addition to the Indemnified Person of notice of Parties included in the commencement of any Proceeding against any such Indemnified Person, if such Indemnified Person intends to make a claim in respect of such Proceeding against the Servicer under Sections 3.03(b), 3.03(c) or 3.03(d), as the case may be, such Indemnified Person will notify the Servicer of the commencement of such Proceeding. Failure by an Indemnified Person to so notify the Servicer will not relieve the Servicer of its obligations under this Section; provided, that the Servicer has not been materially prejudiced by such failure to notify. The Servicer may participate in and assume the defense and settlement of any such Proceeding at its expense, and no settlement of such Proceeding may be made without the approval of the Servicer and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The Servicer’s indemnification obligations will include reasonable fees and expenses of counsel and expenses of litigation. After notice from the Servicer to such Indemnified Person of the Servicer’s intention to assume the defense of such Proceeding with counsel reasonably satisfactory to such Indemnified Person, and so long as the Servicer so assumes the defense of such Proceeding in a manner reasonably satisfactory to such Indemnified PersonBasic Servicing Agreement, the Servicer will not be liable for any legal expenses of counsel treat the Issuer and each Trustee as “Indemnified Persons” pursuant to such Indemnified Person unless there is a conflict between the interests Sections 3.03(d), (e), (f) and (g) of the Servicer and such Indemnified Person, in which case the Servicer will pay for separate counsel reasonably acceptable to the Servicer and such Indemnified PersonBasic Servicing Agreement. (fd) For purposes The provisions of this Section, if the Servicer’s rights and obligations as Servicer are terminated pursuant to Sections 8.01, 8.02 or 8.03, the Servicer nevertheless will be deemed to continue to be the Servicer under this Agreement and any related Servicing Supplement pending appointment of a successor Servicer pursuant to Section 8.04. (g) The Servicer’s obligations under this Section, with respect to the period such Person was (or was deemed to be) the Servicer, will 3.04 shall survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Administrative Agent or the Collateral Agent. If the Servicer makes any indemnity payments to any Indemnified Person pursuant to this Section, (i) the Servicer will be subrogated to any rights of such Indemnified Person to recover such amount from any other Person and (ii) if such Indemnified Person thereafter collects any of such amounts from any other Person, such Indemnified Person will promptly repay such amounts to the Servicer, without interest2021-A Servicing Supplement.

Liability of the Servicer; Indemnities. (a) The Servicer will be liable under this Agreement only to indemnify, defend and hold harmless each Titling Company, the extent Holders of the obligations specifically undertaken by it under Collateral Specified Interest Certificates, the Administrative Agent, the Collateral Agent, the Lender, the Indenture Trustee and the 2015-B Exchange Noteholder (each, for this Section 3.4(a), an “Indemnified Person”) in accordance with Section 3.3 of the Servicing Agreement as well as from and under against any related Servicing Supplementand all costs, expenses, losses, damages, claims and liabilities, arising out of the Servicer’s willful misconduct, bad faith or negligence. (b) The Servicer will indemnify, defend and hold harmless the Titling TrusteeIssuer, each Covered Party and their respective officers, directors, employees and agents (each, with respect to this subsection, an “Indemnified Person”) from and against: (i) any and all taxes that may be asserted against any such Person with respect to the transactions contemplated in the Basic Documents or in any Servicing Supplement, including any sales, gross receipts, general corporation, personal property, privilege or license taxes (excluding U.S. federal, State or local income taxes or franchise taxes arising out of the transactions contemplated by the Basic Documents or any Servicing Supplement) and costs and expenses of defending against the same; and (ii) any and all costs, expenses, losses, damages, claims and liabilities arising out of, or imposed upon any such Person through (A) the Servicer’s willful misconduct, negligence or bad faith in the performance of its duties under any Servicer Basic Document or any Servicing Supplement or (B) the Servicer’s reckless disregard of its obligations and duties under any Servicer Basic Document or any Servicing Supplement. (c) The Servicer will indemnify, defend and hold harmless the Administrative Agent and the Collateral Agent, the Administrative Agent, the Owner Trustee and the Indenture Trustee, as applicable, and their respective officers, directors, employees and agents (each, with respect to for this SectionSection 3.4(b), an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, the acceptance of or performance by the Servicer of the trusts and duties contained in this AgreementServicing Supplement, except to the extent that such the cost, expense, loss, damage, claim or liability liability: (i) is due to the willful misconduct, negligence or bad faith or negligence of the Indemnified Person or Person, (ii) in the case of the Administrative AgentOwner Trustee, arises from the Administrative AgentOwner Trustee’s breach of any of its representations or warranties set forth in the Collateral Agency AgreementTrust Agreement or (iii) in the case of the Indenture Trustee, arises from the Indenture Trustee’s breach of any of its representations and warranties set forth in the Indenture. (dc) The Servicer, as custodian of the Lease Files, will indemnify the Titling Trustee, each Covered Party and their respective officers, directors, employees and agents (each, with respect to this Section, an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, any improper or negligent act or omission relating In addition to the maintenance and custody by Indemnified Parties included in the Servicer or one of its custodians as custodian of the Lease Files. (e) Promptly upon receipt by an Indemnified Person of notice of the commencement of any Proceeding against any such Indemnified Person, if such Indemnified Person intends to make a claim in respect of such Proceeding against the Servicer under Sections 3.03(b), 3.03(c) or 3.03(d), as the case may be, such Indemnified Person will notify the Servicer of the commencement of such Proceeding. Failure by an Indemnified Person to so notify the Servicer will not relieve the Servicer of its obligations under this Section; provided, that the Servicer has not been materially prejudiced by such failure to notify. The Servicer may participate in and assume the defense and settlement of any such Proceeding at its expense, and no settlement of such Proceeding may be made without the approval of the Servicer and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The Servicer’s indemnification obligations will include reasonable fees and expenses of counsel and expenses of litigation. After notice from the Servicer to such Indemnified Person of the Servicer’s intention to assume the defense of such Proceeding with counsel reasonably satisfactory to such Indemnified Person, and so long as the Servicer so assumes the defense of such Proceeding in a manner reasonably satisfactory to such Indemnified PersonServicing Agreement, the Servicer will not be liable for any legal expenses of counsel to such indemnify the Issuer, the Owner Trustee and the Indenture Trustee as “Indemnified Person unless there is a conflict between the interests Parties” under Sections 3.3(b), (c) and (d) of the Servicer and such Indemnified Person, in which case the Servicer will pay for separate counsel reasonably acceptable to the Servicer and such Indemnified PersonServicing Agreement. (f) For purposes of this Section, if the Servicer’s rights and obligations as Servicer are terminated pursuant to Sections 8.01, 8.02 or 8.03, the Servicer nevertheless will be deemed to continue to be the Servicer under this Agreement and any related Servicing Supplement pending appointment of a successor Servicer pursuant to Section 8.04. (g) The Servicer’s obligations under this Section, with respect to the period such Person was (or was deemed to be) the Servicer, will survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Administrative Agent or the Collateral Agent. If the Servicer makes any indemnity payments to any Indemnified Person pursuant to this Section, (i) the Servicer will be subrogated to any rights of such Indemnified Person to recover such amount from any other Person and (ii) if such Indemnified Person thereafter collects any of such amounts from any other Person, such Indemnified Person will promptly repay such amounts to the Servicer, without interest.

Liability of the Servicer; Indemnities. (a) The Servicer will be liable under this Agreement only to indemnify, defend and hold harmless the extent Covered Parties and the Holder of the obligations specifically undertaken Daimler Retail Specified Interest Certificate (each, with respect to this subsection, an “Indemnified Person”) in accordance with Section 3.03(b) of the Basic Servicing Agreement, as well as from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of the Servicer’s willful misconduct, negligence or bad faith or resulting from the use, ownership or operation by it under this Agreement and under the Servicer or any related Servicing Supplementof its Affiliates of a 2017-A Vehicle. (b) The Servicer will indemnify, defend and hold harmless the Titling TrusteeTrust, each Covered Party the Collateral Agent, the Securities Intermediary, the Administrative Agent, the Trustees and their respective officers, directors, employees and agents (each, with respect to this subsection, an “Indemnified Person”) from and against: (i) any and all taxes that may be asserted against any such Person with respect to the transactions contemplated in the Basic Documents or in any Servicing Supplement, including any sales, gross receipts, general corporation, personal property, privilege or license taxes (excluding U.S. federal, State or local income taxes or franchise taxes arising out of the transactions contemplated by the Basic Documents or any Servicing Supplement) and costs and expenses of defending against the same; and (ii) any and all costs, expenses, losses, damages, claims and liabilities arising out of, or imposed upon any such Person through (A) the Servicer’s willful misconduct, negligence or bad faith in the performance of its duties under any Servicer Basic Document or any Servicing Supplement or (B) the Servicer’s reckless disregard of its obligations and duties under any Servicer Basic Document or any Servicing Supplement. (c) The Servicer will indemnify, defend and hold harmless the Administrative Agent and the Collateral Agent, as applicable, and their respective officers, directors, employees and agents (each, with respect to this Section, an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, the acceptance of or performance by the Servicer of the trusts and duties contained in this Agreement2017-A Servicing Supplement, except to the extent that any such cost, expense, loss, damage, claim or liability (i) is due to the willful misconduct, negligence or bad faith of the Indemnified Person or (ii) in the case of the Administrative Agenteither Trustee, arises from the Administrative Agentsuch Trustee’s breach of any of its representations or warranties set forth in the Collateral Agency Agreement. (d) The ServicerTrust Agreement or the Indenture, as custodian of the Lease Files, will indemnify the Titling Trustee, each Covered Party and their respective officers, directors, employees and agents case may be (each, with respect to this Section, an “Indemnified Person”) from and against including any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, with any improper or negligent act or omission relating to the maintenance and custody legal action by the Servicer Indenture Trustee or one of the Securities Intermediary to enforce remedies against the Servicer, including its custodians as custodian of the Lease Filesindemnification obligations, under this Agreement). (ec) Promptly upon receipt by an In addition to the Indemnified Person of notice of Parties included in the commencement of any Proceeding against any such Indemnified Person, if such Indemnified Person intends to make a claim in respect of such Proceeding against the Servicer under Sections 3.03(b), 3.03(c) or 3.03(d), as the case may be, such Indemnified Person will notify the Servicer of the commencement of such Proceeding. Failure by an Indemnified Person to so notify the Servicer will not relieve the Servicer of its obligations under this Section; provided, that the Servicer has not been materially prejudiced by such failure to notify. The Servicer may participate in and assume the defense and settlement of any such Proceeding at its expense, and no settlement of such Proceeding may be made without the approval of the Servicer and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The Servicer’s indemnification obligations will include reasonable fees and expenses of counsel and expenses of litigation. After notice from the Servicer to such Indemnified Person of the Servicer’s intention to assume the defense of such Proceeding with counsel reasonably satisfactory to such Indemnified Person, and so long as the Servicer so assumes the defense of such Proceeding in a manner reasonably satisfactory to such Indemnified PersonBasic Servicing Agreement, the Servicer will not be liable for any legal expenses of counsel treat the Issuer and each Trustee as “Indemnified Persons” pursuant to such Indemnified Person unless there is a conflict between the interests of the Servicer and such Indemnified PersonSections 3.03(d), in which case the Servicer will pay for separate counsel reasonably acceptable to the Servicer and such Indemnified Person. (e), (f) For purposes of this Section, if the Servicer’s rights and obligations as Servicer are terminated pursuant to Sections 8.01, 8.02 or 8.03, the Servicer nevertheless will be deemed to continue to be the Servicer under this Agreement and any related Servicing Supplement pending appointment of a successor Servicer pursuant to Section 8.04. (g) The Servicer’s obligations under this Section, with respect to the period such Person was (or was deemed to be) the Servicer, will survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Administrative Agent or the Collateral Agent. If the Servicer makes any indemnity payments to any Indemnified Person pursuant to this Section, (i) the Servicer will be subrogated to any rights of such Indemnified Person to recover such amount from any other Person and (ii) if such Indemnified Person thereafter collects any of such amounts from any other Person, such Indemnified Person will promptly repay such amounts to the Servicer, without interestBasic Servicing Agreement.

Liability of the Servicer; Indemnities. (a) The Servicer will be liable under this Agreement only to indemnify, defend and hold harmless each Titling Company, the extent Holders of the obligations specifically undertaken by it under Collateral Specified Interest Certificates, the Administrative Agent, the Collateral Agent, the Lender, the Indenture Trustee and the 2014-A Exchange Noteholder (each, with respect to this Section 3.4(a), an “Indemnified Person”) in accordance with Section 3.3 of the Servicing Agreement as well as from and under against any related Servicing Supplementand all costs, expenses, losses, damages, claims and liabilities, arising out of the Servicer’s willful misconduct, bad faith or negligence. (b) The Servicer will indemnify, defend and hold harmless the Titling TrusteeIssuer, each Covered Party and their respective officers, directors, employees and agents (each, with respect to this subsection, an “Indemnified Person”) from and against: (i) any and all taxes that may be asserted against any such Person with respect to the transactions contemplated in the Basic Documents or in any Servicing Supplement, including any sales, gross receipts, general corporation, personal property, privilege or license taxes (excluding U.S. federal, State or local income taxes or franchise taxes arising out of the transactions contemplated by the Basic Documents or any Servicing Supplement) and costs and expenses of defending against the same; and (ii) any and all costs, expenses, losses, damages, claims and liabilities arising out of, or imposed upon any such Person through (A) the Servicer’s willful misconduct, negligence or bad faith in the performance of its duties under any Servicer Basic Document or any Servicing Supplement or (B) the Servicer’s reckless disregard of its obligations and duties under any Servicer Basic Document or any Servicing Supplement. (c) The Servicer will indemnify, defend and hold harmless the Administrative Agent and the Collateral Agent, the Administrative Agent, the Owner Trustee and the Indenture Trustee, as applicable, and their respective officers, directors, employees and agents (each, with respect to this SectionSection 3.4(b), an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, the acceptance of or performance by the Servicer of the trusts and duties contained in this AgreementServicing Supplement, except to the extent that such cost, expense, loss, damage, claim or liability liability: (i) is due to the willful misconduct, negligence or bad faith or negligence of the Indemnified Person or Person, (ii) in the case of the Administrative AgentOwner Trustee, arises from the Administrative AgentOwner Trustee’s breach of any of its representations or warranties set forth in the Collateral Agency AgreementTrust Agreement or (iii) in the case of the Indenture Trustee, arises from the Indenture Trustee’s breach of any of its representations and warranties set forth in the Indenture. (dc) The Servicer, as custodian of the Lease Files, will indemnify the Titling Trustee, each Covered Party and their respective officers, directors, employees and agents (each, with respect to this Section, an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, any improper or negligent act or omission relating In addition to the maintenance and custody by Indemnified Parties included in the Servicer or one of its custodians as custodian of the Lease Files. (e) Promptly upon receipt by an Indemnified Person of notice of the commencement of any Proceeding against any such Indemnified Person, if such Indemnified Person intends to make a claim in respect of such Proceeding against the Servicer under Sections 3.03(b), 3.03(c) or 3.03(d), as the case may be, such Indemnified Person will notify the Servicer of the commencement of such Proceeding. Failure by an Indemnified Person to so notify the Servicer will not relieve the Servicer of its obligations under this Section; provided, that the Servicer has not been materially prejudiced by such failure to notify. The Servicer may participate in and assume the defense and settlement of any such Proceeding at its expense, and no settlement of such Proceeding may be made without the approval of the Servicer and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The Servicer’s indemnification obligations will include reasonable fees and expenses of counsel and expenses of litigation. After notice from the Servicer to such Indemnified Person of the Servicer’s intention to assume the defense of such Proceeding with counsel reasonably satisfactory to such Indemnified Person, and so long as the Servicer so assumes the defense of such Proceeding in a manner reasonably satisfactory to such Indemnified PersonServicing Agreement, the Servicer will not be liable for any legal expenses of counsel to such indemnify the Issuer, the Owner Trustee and the Indenture Trustee as “Indemnified Person unless there is a conflict between the interests of the Servicer and such Indemnified Person, in which case the Servicer will pay for separate counsel reasonably acceptable to the Servicer and such Indemnified Person. (f) For purposes of this Section, if the Servicer’s rights and obligations as Servicer are terminated Parties” pursuant to Sections 8.013.3(b), 8.02 or 8.03, the Servicer nevertheless will be deemed to continue to be the Servicer under this Agreement (c) and any related Servicing Supplement pending appointment of a successor Servicer pursuant to Section 8.04. (gd) The Servicer’s obligations under this Section, with respect to the period such Person was (or was deemed to be) the Servicer, will survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Administrative Agent or the Collateral Agent. If the Servicer makes any indemnity payments to any Indemnified Person pursuant to this Section, (i) the Servicer will be subrogated to any rights of such Indemnified Person to recover such amount from any other Person and (ii) if such Indemnified Person thereafter collects any of such amounts from any other Person, such Indemnified Person will promptly repay such amounts to the Servicer, without interestServicing Agreement.

Liability of the Servicer; Indemnities. (a) The Servicer will shall be liable under in accordance with this Agreement only to the extent of the obligations in this Agreement and the Pooling and Servicing Agreement specifically undertaken by it under this Agreement and under any related Servicing Supplement.the Servicer in its capacity as the Servicer. Subject to Section 10.16, such obligations shall include the following: (bi) The Servicer will shall indemnify, defend and hold harmless the Titling Indenture Trustee, each Covered Party the Owner Trustee, the Issuing Entity and their respective officers, directors, employees and agents (each, with respect to this subsection, an “Indemnified Person”) the Securityholders from and against: (i) against any and all taxes that may at any time be asserted against any such Person with respect to the transactions contemplated in the Basic Documents or in any Servicing Supplementthis Agreement, including including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (excluding U.S. but not including any taxes asserted with respect to, and as of the date of, the transfer of any Eligible Receivables to the Issuing Entity hereunder or the issuance and original sale of any Securities, or asserted with respect to ownership or transfer of any Eligible Receivables in the Scheduled Accounts or the Securities, or federal, State state or local other income taxes or franchise taxes arising out of distributions or receipt of payment on the transactions contemplated by the Basic Documents Securities, or any Servicing Supplementfees or other compensation payable to any such Person) and costs and expenses of in defending against the same; and; (ii) any and all costs, expenses, losses, damages, claims and liabilities arising out of, or imposed upon any such Person through (A) the Servicer’s willful misconduct, negligence or bad faith in the performance of its duties under any Servicer Basic Document or any Servicing Supplement or (B) the Servicer’s reckless disregard of its obligations and duties under any Servicer Basic Document or any Servicing Supplement. (c) The Servicer will shall indemnify, defend and hold harmless the Administrative Agent Indenture Trustee, the Owner Trustee, the Issuing Entity and the Collateral Agent, as applicable, and their respective officers, directors, employees and agents (each, with respect to this Section, an “Indemnified Person”) Securityholders from and against any and all costs, expenses, losses, damagesclaims, claims damages and liabilities arising out of, or incurred in connection with, the acceptance of or performance by the Servicer of the trusts and duties contained in this Agreement, except to the extent that such cost, expense, loss, damageclaim, claim damage or liability arose out of, or was imposed upon the Indenture Trustee, the Owner Trustee, the Issuing Entity or the Securityholders through the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement, the Pooling and Servicing Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement, the Pooling and Servicing Agreement, the Indenture or the Trust Agreement; and (iiii) The Servicer shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee, and their respective directors, officers, employees and agents, from and against all costs, disbursements (including the reasonable fees and expenses of outside counsel) expenses, losses, claims, damages and liabilities arising out of or incurred in connection with (x) in the case of the Owner Trustee, the Indenture Trustee’s performance of its duties under the Indenture, (y) in the case of the Indenture Trustee, the Owner Trustee’s performance of its duties under the Trust Agreement or (z) the acceptance, administration or performance by, or action or inaction of, the Indenture Trustee or the Owner Trustee, as applicable, of the trusts and duties contained in this Agreement, the Basic Documents, the Indenture (in the case of the Indenture Trustee), including the administration of the Owner Trust Estate, and the Trust Agreement (in case of the Owner Trustee), including the administration of the Trust Estate, except in each case to the extent that such cost, expense, loss, claim, damage or liability: (A) is due to the willful misconductmisfeasance, negligence or bad faith or negligence (except for errors in judgment) of the Indemnified Person or seeking to be indemnified, (iiB) in to the case of extent otherwise payable to the Administrative AgentIndenture Trustee, arises from the Administrative AgentIndenture Trustee’s breach of any of its representations or warranties in Section 6.13 of the Indenture, (C) to the extent otherwise payable to the Owner Trustee, arises from the Owner Trustee’s breach of any of its representations or warranties set forth in Section 6.6 of the Collateral Agency Trust Agreement; provided, however, that any predecessor Servicer hereunder shall have no obligation to indemnify the Owner Trustee or the Indenture Trustee pursuant to this paragraph (iii) following the appointment of a successor Servicer, provided that such successor Servicer is subject to the indemnification obligations of the Servicer under this paragraph (iii) (it being understood that the predecessor Servicer shall be responsible to indemnify against events occurring during the time that such predecessor Servicer acted as Servicer). (db) The Servicer, as custodian of the Lease Files, will indemnify the Titling Trustee, each Covered Party and their respective officers, directors, employees and agents (each, with respect to this Section, an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, any improper or negligent act or omission relating to the maintenance and custody by the Servicer or one of its custodians as custodian of the Lease Files. (e) Promptly upon receipt by an Indemnified Person of notice of the commencement of any Proceeding against any such Indemnified Person, if such Indemnified Person intends to make a claim in respect of such Proceeding against the Servicer under Sections 3.03(b), 3.03(c) or 3.03(d), as the case may be, such Indemnified Person will notify the Servicer of the commencement of such Proceeding. Failure by an Indemnified Person to so notify the Servicer will not relieve the Servicer of its obligations Indemnification under this Section; providedSection 7.1 shall include, that the Servicer has not been materially prejudiced by such failure to notify. The Servicer may participate in and assume the defense and settlement of any such Proceeding at its expensewithout limitation, and no settlement of such Proceeding may be made without the approval of the Servicer and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The Servicer’s indemnification obligations will include reasonable fees and expenses of counsel and expenses of litigation. After notice from the Servicer to such Indemnified Person of the Servicer’s intention to assume the defense of such Proceeding with counsel reasonably satisfactory to such Indemnified Person, and so long as the Servicer so assumes the defense of such Proceeding in a manner reasonably satisfactory to such Indemnified Person, the Servicer will not be liable for any legal expenses of counsel to such Indemnified Person unless there is a conflict between the interests of the Servicer and such Indemnified Person, in which case the Servicer will pay for separate counsel reasonably acceptable to the Servicer and such Indemnified Person. (f) For purposes of this Section, if the Servicer’s rights and obligations as Servicer are terminated pursuant to Sections 8.01, 8.02 or 8.03, the Servicer nevertheless will be deemed to continue to be the Servicer under this Agreement and any related Servicing Supplement pending appointment of a successor Servicer pursuant to Section 8.04. (g) The Servicer’s obligations under this Section, with respect to the period such Person was (or was deemed to be) the Servicer, will survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Administrative Agent or the Collateral Agent. If the Servicer makes has made any indemnity payments to any Indemnified Person pursuant to this Section, (i) Section 7.1 and the Servicer will be subrogated to any rights of such Indemnified Person to recover such amount from any other Person and (ii) if such Indemnified Person recipient thereafter collects any of such amounts from any other Personothers, such Indemnified Person will the recipient shall promptly repay such amounts collected to the Servicer, without interest. The Servicer’s obligations under this Section 7.1 shall survive the resignation or removal of the Owner Trustee or Indenture Trustee and the termination of this Agreement. The Owner Trustee and Indenture Trustee are expressly intended to be third-party beneficiaries of this Section 7.1.

Liability of the Servicer; Indemnities. (a) The Servicer will be liable under this Agreement only to indemnify, defend and hold harmless each Titling Company, the extent Holders of the obligations specifically undertaken by it under Collateral Specified Interest Certificates, the Administrative Agent, the Collateral Agent, the Lender, the Indenture Trustee and the 2015-A Exchange Noteholder (each, for this Section 3.4(a), an “Indemnified Person”) in accordance with Section 3.3 of the Servicing Agreement as well as from and under against any related Servicing Supplementand all costs, expenses, losses, damages, claims and liabilities, arising out of the Servicer’s willful misconduct, bad faith or negligence. (b) The Servicer will indemnify, defend and hold harmless the Titling TrusteeIssuer, each Covered Party and their respective officers, directors, employees and agents (each, with respect to this subsection, an “Indemnified Person”) from and against: (i) any and all taxes that may be asserted against any such Person with respect to the transactions contemplated in the Basic Documents or in any Servicing Supplement, including any sales, gross receipts, general corporation, personal property, privilege or license taxes (excluding U.S. federal, State or local income taxes or franchise taxes arising out of the transactions contemplated by the Basic Documents or any Servicing Supplement) and costs and expenses of defending against the same; and (ii) any and all costs, expenses, losses, damages, claims and liabilities arising out of, or imposed upon any such Person through (A) the Servicer’s willful misconduct, negligence or bad faith in the performance of its duties under any Servicer Basic Document or any Servicing Supplement or (B) the Servicer’s reckless disregard of its obligations and duties under any Servicer Basic Document or any Servicing Supplement. (c) The Servicer will indemnify, defend and hold harmless the Administrative Agent and the Collateral Agent, the Administrative Agent, the Owner Trustee and the Indenture Trustee, as applicable, and their respective officers, directors, employees and agents (each, with respect to for this SectionSection 3.4(b), an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, the acceptance of or performance by the Servicer of the trusts and duties contained in this AgreementServicing Supplement, except to the extent that such the cost, expense, loss, damage, claim or liability liability: (i) is due to the willful misconduct, negligence or bad faith or negligence of the Indemnified Person or Person, (ii) in the case of the Administrative AgentOwner Trustee, arises from the Administrative AgentOwner Trustee’s breach of any of its representations or warranties set forth in the Collateral Agency AgreementTrust Agreement or (iii) in the case of the Indenture Trustee, arises from the Indenture Trustee’s breach of any of its representations and warranties set forth in the Indenture. (dc) The Servicer, as custodian of the Lease Files, will indemnify the Titling Trustee, each Covered Party and their respective officers, directors, employees and agents (each, with respect to this Section, an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, any improper or negligent act or omission relating In addition to the maintenance and custody by Indemnified Parties included in the Servicer or one of its custodians as custodian of the Lease Files. (e) Promptly upon receipt by an Indemnified Person of notice of the commencement of any Proceeding against any such Indemnified Person, if such Indemnified Person intends to make a claim in respect of such Proceeding against the Servicer under Sections 3.03(b), 3.03(c) or 3.03(d), as the case may be, such Indemnified Person will notify the Servicer of the commencement of such Proceeding. Failure by an Indemnified Person to so notify the Servicer will not relieve the Servicer of its obligations under this Section; provided, that the Servicer has not been materially prejudiced by such failure to notify. The Servicer may participate in and assume the defense and settlement of any such Proceeding at its expense, and no settlement of such Proceeding may be made without the approval of the Servicer and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The Servicer’s indemnification obligations will include reasonable fees and expenses of counsel and expenses of litigation. After notice from the Servicer to such Indemnified Person of the Servicer’s intention to assume the defense of such Proceeding with counsel reasonably satisfactory to such Indemnified Person, and so long as the Servicer so assumes the defense of such Proceeding in a manner reasonably satisfactory to such Indemnified PersonServicing Agreement, the Servicer will not be liable for any legal expenses of counsel to such indemnify the Issuer, the Owner Trustee and the Indenture Trustee as “Indemnified Person unless there is a conflict between the interests Parties” under Sections 3.3(b), (c) and (d) of the Servicer and such Indemnified Person, in which case the Servicer will pay for separate counsel reasonably acceptable to the Servicer and such Indemnified PersonServicing Agreement. (f) For purposes of this Section, if the Servicer’s rights and obligations as Servicer are terminated pursuant to Sections 8.01, 8.02 or 8.03, the Servicer nevertheless will be deemed to continue to be the Servicer under this Agreement and any related Servicing Supplement pending appointment of a successor Servicer pursuant to Section 8.04. (g) The Servicer’s obligations under this Section, with respect to the period such Person was (or was deemed to be) the Servicer, will survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Administrative Agent or the Collateral Agent. If the Servicer makes any indemnity payments to any Indemnified Person pursuant to this Section, (i) the Servicer will be subrogated to any rights of such Indemnified Person to recover such amount from any other Person and (ii) if such Indemnified Person thereafter collects any of such amounts from any other Person, such Indemnified Person will promptly repay such amounts to the Servicer, without interest.

Liability of the Servicer; Indemnities. (a) The Servicer will be liable under this Agreement only to indemnify, defend and hold harmless the extent Covered Parties and the Holder of the obligations specifically undertaken Daimler Retail Specified Interest Certificate (each, with respect to this subsection, an “Indemnified Person”) in accordance with Section 3.03(b) of the Basic Servicing Agreement, as well as from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of the Servicer’s willful misconduct, negligence or bad faith or resulting from the use, ownership or operation by it under this Agreement and under the Servicer or any related Servicing Supplementof its Affiliates of a 2012-A Vehicle. (b) The Servicer will indemnify, defend and hold harmless the Titling TrusteeTrust, each Covered Party the Collateral Agent, the Securities Intermediary, the Administrative Agent, the Trustees and their respective officers, directors, employees and agents (each, with respect to this subsection, an “Indemnified Person”) from and against: (i) any and all taxes that may be asserted against any such Person with respect to the transactions contemplated in the Basic Documents or in any Servicing Supplement, including any sales, gross receipts, general corporation, personal property, privilege or license taxes (excluding U.S. federal, State or local income taxes or franchise taxes arising out of the transactions contemplated by the Basic Documents or any Servicing Supplement) and costs and expenses of defending against the same; and (ii) any and all costs, expenses, losses, damages, claims and liabilities arising out of, or imposed upon any such Person through (A) the Servicer’s willful misconduct, negligence or bad faith in the performance of its duties under any Servicer Basic Document or any Servicing Supplement or (B) the Servicer’s reckless disregard of its obligations and duties under any Servicer Basic Document or any Servicing Supplement. (c) The Servicer will indemnify, defend and hold harmless the Administrative Agent and the Collateral Agent, as applicable, and their respective officers, directors, employees and agents (each, with respect to this Section, an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, the acceptance of or performance by the Servicer of the trusts and duties contained in this Agreement2012-A Servicing Supplement, except to the extent that any such cost, expense, loss, damage, claim or liability (i) is due to the willful misconduct, negligence or bad faith of the Indemnified Person or (ii) in the case of the Administrative Agenteither Trustee, arises from the Administrative Agentsuch Trustee’s breach of any of its representations or warranties set forth in the Collateral Agency Agreement. (d) The Servicer, as custodian of Trust Agreement or the Lease Files, will indemnify the Titling Trustee, each Covered Party and their respective officers, directors, employees and agents (each, with respect to this Section, an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, any improper or negligent act or omission relating to the maintenance and custody by the Servicer or one of its custodians as custodian of the Lease Files. (e) Promptly upon receipt by an Indemnified Person of notice of the commencement of any Proceeding against any such Indemnified Person, if such Indemnified Person intends to make a claim in respect of such Proceeding against the Servicer under Sections 3.03(b), 3.03(c) or 3.03(d)Indenture, as the case may be, such . (c) In addition to the Indemnified Person will notify Parties included in the Servicer of the commencement of such Proceeding. Failure by an Indemnified Person to so notify the Servicer will not relieve the Servicer of its obligations under this Section; provided, that the Servicer has not been materially prejudiced by such failure to notify. The Servicer may participate in and assume the defense and settlement of any such Proceeding at its expense, and no settlement of such Proceeding may be made without the approval of the Servicer and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The Servicer’s indemnification obligations will include reasonable fees and expenses of counsel and expenses of litigation. After notice from the Servicer to such Indemnified Person of the Servicer’s intention to assume the defense of such Proceeding with counsel reasonably satisfactory to such Indemnified Person, and so long as the Servicer so assumes the defense of such Proceeding in a manner reasonably satisfactory to such Indemnified PersonBasic Servicing Agreement, the Servicer will not be liable for any legal expenses of counsel treat the Issuer and each Trustee as “Indemnified Persons” pursuant to such Indemnified Person unless there is a conflict between the interests of the Servicer and such Indemnified PersonSections 3.03(d), in which case the Servicer will pay for separate counsel reasonably acceptable to the Servicer and such Indemnified Person. (e), (f) For purposes of this Section, if the Servicer’s rights and obligations as Servicer are terminated pursuant to Sections 8.01, 8.02 or 8.03, the Servicer nevertheless will be deemed to continue to be the Servicer under this Agreement and any related Servicing Supplement pending appointment of a successor Servicer pursuant to Section 8.04. (g) The Servicer’s obligations under this Section, with respect to the period such Person was (or was deemed to be) the Servicer, will survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Administrative Agent or the Collateral Agent. If the Servicer makes any indemnity payments to any Indemnified Person pursuant to this Section, (i) the Servicer will be subrogated to any rights of such Indemnified Person to recover such amount from any other Person and (ii) if such Indemnified Person thereafter collects any of such amounts from any other Person, such Indemnified Person will promptly repay such amounts to the Servicer, without interestBasic Servicing Agreement.

Liability of the Servicer; Indemnities. (a) The Servicer will be liable under this Agreement only to indemnify, defend and hold harmless each Titling Company, the extent Holders of the obligations specifically undertaken by it under Collateral Specified Interest Certificates, the Administrative Agent, the Collateral Agent, the Lender, the Indenture Trustee and the 2011-A Exchange Noteholder (each, with respect to this Section 3.4(a), an “Indemnified Person”) in accordance with Section 3.3 of the Servicing Agreement as well as from and under against any related Servicing Supplementand all costs, expenses, losses, damages, claims and liabilities, arising out of the Servicer’s willful misconduct, negligence or bad faith. (b) The Servicer will indemnify, defend and hold harmless the Titling TrusteeIssuer, each Covered Party and their respective officers, directors, employees and agents (each, with respect to this subsection, an “Indemnified Person”) from and against: (i) any and all taxes that may be asserted against any such Person with respect to the transactions contemplated in the Basic Documents or in any Servicing Supplement, including any sales, gross receipts, general corporation, personal property, privilege or license taxes (excluding U.S. federal, State or local income taxes or franchise taxes arising out of the transactions contemplated by the Basic Documents or any Servicing Supplement) and costs and expenses of defending against the same; and (ii) any and all costs, expenses, losses, damages, claims and liabilities arising out of, or imposed upon any such Person through (A) the Servicer’s willful misconduct, negligence or bad faith in the performance of its duties under any Servicer Basic Document or any Servicing Supplement or (B) the Servicer’s reckless disregard of its obligations and duties under any Servicer Basic Document or any Servicing Supplement. (c) The Servicer will indemnify, defend and hold harmless the Administrative Agent and the Collateral Agent, the Administrative Agent, the Owner Trustee and the Indenture Trustee, as applicable, and their respective officers, directors, employees and agents (each, with respect to this SectionSection 3.4(b), an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, the acceptance of or performance by the Servicer of the trusts and duties contained in this AgreementServicing Supplement, except to the extent that such cost, expense, loss, damage, claim or liability liability: (i) is due to the willful misconduct, negligence or bad faith of the Indemnified Person or Person, (ii) in the case of the Administrative AgentOwner Trustee, arises from the Administrative AgentOwner Trustee’s breach of any of its representations or warranties set forth in the Collateral Agency AgreementTrust Agreement or (iii) in the case of the Indenture Trustee, arises from the Indenture Trustee’s breach of any of its representations and warranties set forth in the Indenture. (dc) The Servicer, as custodian of the Lease Files, will indemnify the Titling Trustee, each Covered Party and their respective officers, directors, employees and agents (each, with respect to this Section, an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, any improper or negligent act or omission relating In addition to the maintenance and custody by Indemnified Parties included in the Servicer or one of its custodians as custodian of the Lease Files. (e) Promptly upon receipt by an Indemnified Person of notice of the commencement of any Proceeding against any such Indemnified Person, if such Indemnified Person intends to make a claim in respect of such Proceeding against the Servicer under Sections 3.03(b), 3.03(c) or 3.03(d), as the case may be, such Indemnified Person will notify the Servicer of the commencement of such Proceeding. Failure by an Indemnified Person to so notify the Servicer will not relieve the Servicer of its obligations under this Section; provided, that the Servicer has not been materially prejudiced by such failure to notify. The Servicer may participate in and assume the defense and settlement of any such Proceeding at its expense, and no settlement of such Proceeding may be made without the approval of the Servicer and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The Servicer’s indemnification obligations will include reasonable fees and expenses of counsel and expenses of litigation. After notice from the Servicer to such Indemnified Person of the Servicer’s intention to assume the defense of such Proceeding with counsel reasonably satisfactory to such Indemnified Person, and so long as the Servicer so assumes the defense of such Proceeding in a manner reasonably satisfactory to such Indemnified PersonServicing Agreement, the Servicer will not be liable for any legal expenses of counsel to such indemnify the Issuer, the Owner Trustee and the Indenture Trustee as “Indemnified Person unless there is a conflict between the interests of the Servicer and such Indemnified Person, in which case the Servicer will pay for separate counsel reasonably acceptable to the Servicer and such Indemnified Person. (f) For purposes of this Section, if the Servicer’s rights and obligations as Servicer are terminated Parties” pursuant to Sections 8.013.3(b), 8.02 or 8.03(c), the Servicer nevertheless will be deemed to continue to be the Servicer under this Agreement and any related Servicing Supplement pending appointment of a successor Servicer pursuant to Section 8.04. (gd) The Servicer’s obligations under this Section, with respect to the period such Person was (or was deemed to be) the Servicer, will survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Administrative Agent or the Collateral Agent. If the Servicer makes any indemnity payments to any Indemnified Person pursuant to this Section, (i) the Servicer will be subrogated to any rights of such Indemnified Person to recover such amount from any other Person and (ii) if such Indemnified Person thereafter collects any of such amounts from any other Person, such Indemnified Person will promptly repay such amounts to the Servicer, without interestServicing Agreement.

Liability of the Servicer; Indemnities. (a) The Servicer will be liable under this Agreement only to indemnify, defend and hold harmless each Titling Company, the extent Holders of the obligations specifically undertaken by it under Collateral Specified Interest Certificates, the Administrative Agent, the Collateral Agent, the Lender, the Indenture Trustee and the 2013-A Exchange Noteholder (each, with respect to this Section 3.4(a), an “Indemnified Person”) in accordance with Section 3.3 of the Servicing Agreement as well as from and under against any related Servicing Supplementand all costs, expenses, losses, damages, claims and liabilities, arising out of the Servicer’s willful misconduct, bad faith or negligence. (b) The Servicer will indemnify, defend and hold harmless the Titling TrusteeIssuer, each Covered Party and their respective officers, directors, employees and agents (each, with respect to this subsection, an “Indemnified Person”) from and against: (i) any and all taxes that may be asserted against any such Person with respect to the transactions contemplated in the Basic Documents or in any Servicing Supplement, including any sales, gross receipts, general corporation, personal property, privilege or license taxes (excluding U.S. federal, State or local income taxes or franchise taxes arising out of the transactions contemplated by the Basic Documents or any Servicing Supplement) and costs and expenses of defending against the same; and (ii) any and all costs, expenses, losses, damages, claims and liabilities arising out of, or imposed upon any such Person through (A) the Servicer’s willful misconduct, negligence or bad faith in the performance of its duties under any Servicer Basic Document or any Servicing Supplement or (B) the Servicer’s reckless disregard of its obligations and duties under any Servicer Basic Document or any Servicing Supplement. (c) The Servicer will indemnify, defend and hold harmless the Administrative Agent and the Collateral Agent, the Administrative Agent, the Owner Trustee and the Indenture Trustee, as applicable, and their respective officers, directors, employees and agents (each, with respect to this SectionSection 3.4(b), an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, the acceptance of or performance by the Servicer of the trusts and duties contained in this AgreementServicing Supplement, except to the extent that such cost, expense, loss, damage, claim or liability liability: (i) is due to the willful misconduct, negligence or bad faith or negligence of the Indemnified Person or Person, (ii) in the case of the Administrative AgentOwner Trustee, arises from the Administrative AgentOwner Trustee’s breach of any of its representations or warranties set forth in the Collateral Agency AgreementTrust Agreement or (iii) in the case of the Indenture Trustee, arises from the Indenture Trustee’s breach of any of its representations and warranties set forth in the Indenture. (dc) The Servicer, as custodian of the Lease Files, will indemnify the Titling Trustee, each Covered Party and their respective officers, directors, employees and agents (each, with respect to this Section, an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, any improper or negligent act or omission relating In addition to the maintenance and custody by Indemnified Parties included in the Servicer or one of its custodians as custodian of the Lease Files. (e) Promptly upon receipt by an Indemnified Person of notice of the commencement of any Proceeding against any such Indemnified Person, if such Indemnified Person intends to make a claim in respect of such Proceeding against the Servicer under Sections 3.03(b), 3.03(c) or 3.03(d), as the case may be, such Indemnified Person will notify the Servicer of the commencement of such Proceeding. Failure by an Indemnified Person to so notify the Servicer will not relieve the Servicer of its obligations under this Section; provided, that the Servicer has not been materially prejudiced by such failure to notify. The Servicer may participate in and assume the defense and settlement of any such Proceeding at its expense, and no settlement of such Proceeding may be made without the approval of the Servicer and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The Servicer’s indemnification obligations will include reasonable fees and expenses of counsel and expenses of litigation. After notice from the Servicer to such Indemnified Person of the Servicer’s intention to assume the defense of such Proceeding with counsel reasonably satisfactory to such Indemnified Person, and so long as the Servicer so assumes the defense of such Proceeding in a manner reasonably satisfactory to such Indemnified PersonServicing Agreement, the Servicer will not be liable for any legal expenses of counsel to such indemnify the Issuer, the Owner Trustee and the Indenture Trustee as “Indemnified Person unless there is a conflict between the interests of the Servicer and such Indemnified Person, in which case the Servicer will pay for separate counsel reasonably acceptable to the Servicer and such Indemnified Person. (f) For purposes of this Section, if the Servicer’s rights and obligations as Servicer are terminated Parties” pursuant to Sections 8.013.3(b), 8.02 or 8.03, the Servicer nevertheless will be deemed to continue to be the Servicer under this Agreement (c) and any related Servicing Supplement pending appointment of a successor Servicer pursuant to Section 8.04. (gd) The Servicer’s obligations under this Section, with respect to the period such Person was (or was deemed to be) the Servicer, will survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Administrative Agent or the Collateral Agent. If the Servicer makes any indemnity payments to any Indemnified Person pursuant to this Section, (i) the Servicer will be subrogated to any rights of such Indemnified Person to recover such amount from any other Person and (ii) if such Indemnified Person thereafter collects any of such amounts from any other Person, such Indemnified Person will promptly repay such amounts to the Servicer, without interestServicing Agreement.

Liability of the Servicer; Indemnities. (a) The Servicer will shall be liable under this Agreement in accordance herewith only to the extent of the obligations specifically undertaken by it the Servicer under this Agreement Agreement: (a) The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Depositor, the Noteholders and the Certificateholders and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Indenture Trustee and the Depositor from and against any loss, liability or expense incurred by reason of (i) any breach of any representation, warranty or covenant by the Servicer, as applicable, and (ii) the Servicer's willful misfeasance, bad faith or negligence in the performance of its duties under any related Servicing Supplementthis Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement. (b) The Servicer will shall indemnify, defend and hold harmless the Titling Issuer, the Owner Trustee, each Covered Party the Indenture Trustee and their respective the Depositor and any of the officers, directors, employees and agents (eachof the Issuer, with respect to this subsectionthe Owner Trustee, an “Indemnified Person”) the Indenture Trustee and the Depositor from and against: (i) against any and all taxes that may at any time be asserted against any such Person with respect to the transactions contemplated in the Basic Documents or in any Servicing Supplementherein, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (excluding U.S. federalbut, State in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuer or local the issuance and original sale of the Certificates or the Notes, or asserted with respect to ownership of the Receivables, or federal or other income taxes or franchise taxes arising out of distributions on the transactions contemplated by Certificates or the Basic Documents or any Servicing SupplementNotes) and costs and expenses of in defending against the same; and (ii) any and all costs, expenses, losses, damages, claims and liabilities arising out of, or imposed upon any such Person through (A) the Servicer’s willful misconduct, negligence or bad faith in the performance of its duties under any Servicer Basic Document or any Servicing Supplement or (B) the Servicer’s reckless disregard of its obligations and duties under any Servicer Basic Document or any Servicing Supplement. (c) The Servicer will shall indemnify, defend and hold harmless the Administrative Agent Owner Trustee, the Indenture Trustee and the Collateral Agent, as applicable, Depositor and their respective officers, directors, employees and agents from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein and in the Trust Agreement contained, in the case of the Owner Trustee, except to the extent that such cost, expense, loss, claim, damage or liability: (eachi) in the case of the Owner Trustee, with respect the Indenture Trustee and the Depositor shall be due to this Sectionthe willful misfeasance, an “Indemnified Person”bad faith or negligence (except for errors in judgment) of the Owner Trustee, the Indenture Trustee and the Depositor, respectively, or (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement. (d) The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Certificateholders, the Indenture Trustee and the Depositor, the Noteholders and the Paying Agent and any of their respective officers, directors, employees and agents from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, the acceptance of or performance by the Servicer of the trusts and duties contained in this Agreement, except to the extent that such cost, expense, loss, damage, claim or liability (i) is due to the willful misconduct, negligence or bad faith of the Indemnified Person or (ii) in the case of the Administrative Agent, arises resulting from the Administrative Agent’s breach of any of its representations use, ownership or warranties set forth in the Collateral Agency Agreement. (d) The Servicer, as custodian of the Lease Files, will indemnify the Titling Trustee, each Covered Party and their respective officers, directors, employees and agents (each, with respect to this Section, an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, any improper or negligent act or omission relating to the maintenance and custody operation by the Servicer or one any Affiliate thereof of its custodians as custodian a Financed Vehicle. For purposes of this Section, in the event of the Lease Files. (e) Promptly upon receipt by an Indemnified Person of notice termination of the commencement rights and obligations of [ ] (or any Proceeding against any successor thereto pursuant to Section 7.2) as Servicer pursuant to Section 8.1, such Indemnified Person, if such Indemnified Person intends Servicer shall be deemed to make a claim in respect of such Proceeding against be the Servicer pending appointment of a successor Servicer pursuant to Section 8.2. Indemnification under Sections 3.03(b), 3.03(c) this Section shall survive the resignation or 3.03(d), as the case may be, such Indemnified Person will notify the Servicer removal of the commencement Owner Trustee and the termination of such Proceeding. Failure by an Indemnified Person to so notify the Servicer will not relieve the Servicer of its obligations under this Section; provided, that the Servicer has not been materially prejudiced by such failure to notify. The Servicer may participate in Agreement and assume the defense and settlement of any such Proceeding at its expense, and no settlement of such Proceeding may be made without the approval of the Servicer and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The Servicer’s indemnification obligations will shall include reasonable fees and expenses of counsel and expenses of litigation. After notice from the Servicer to such Indemnified Person of the Servicer’s intention to assume the defense of such Proceeding with counsel reasonably satisfactory to such Indemnified Person, and so long as the Servicer so assumes the defense of such Proceeding in a manner reasonably satisfactory to such Indemnified Person, the Servicer will not be liable for any legal expenses of counsel to such Indemnified Person unless there is a conflict between the interests of the Servicer and such Indemnified Person, in which case the Servicer will pay for separate counsel reasonably acceptable to the Servicer and such Indemnified Person. (f) For purposes of this Section, if the Servicer’s rights and obligations as Servicer are terminated pursuant to Sections 8.01, 8.02 or 8.03, the Servicer nevertheless will be deemed to continue to be the Servicer under this Agreement and any related Servicing Supplement pending appointment of a successor Servicer pursuant to Section 8.04. (g) The Servicer’s obligations under this Section, with respect to the period such Person was (or was deemed to be) the Servicer, will survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Administrative Agent or the Collateral Agent. If the Servicer makes shall have made any indemnity payments to any Indemnified Person pursuant to this Section, (i) Section and the Servicer will be subrogated to any rights of such Indemnified Person to recover or on behalf of whom such amount from any other Person and (ii) if such Indemnified Person payments are made thereafter collects shall collect any of such amounts from any other Personothers, such Indemnified Person will shall promptly repay such amounts to the Servicer, Servicer without interest.

Liability of the Servicer; Indemnities. (a) The Servicer will be liable under this Agreement only to indemnify, defend and hold harmless each Titling Company, the extent Holders of the obligations specifically undertaken by it under Collateral Specified Interest Certificates, the Administrative Agent, the Collateral Agent, the Lender, the Indenture Trustee and the 2014-B Exchange Noteholder (each, for this Section 3.4(a), an “Indemnified Person”) in accordance with Section 3.3 of the Servicing Agreement as well as from and under against any related Servicing Supplementand all costs, expenses, losses, damages, claims and liabilities, arising out of the Servicer’s willful misconduct, bad faith or negligence. (b) The Servicer will indemnify, defend and hold harmless the Titling TrusteeIssuer, each Covered Party and their respective officers, directors, employees and agents (each, with respect to this subsection, an “Indemnified Person”) from and against: (i) any and all taxes that may be asserted against any such Person with respect to the transactions contemplated in the Basic Documents or in any Servicing Supplement, including any sales, gross receipts, general corporation, personal property, privilege or license taxes (excluding U.S. federal, State or local income taxes or franchise taxes arising out of the transactions contemplated by the Basic Documents or any Servicing Supplement) and costs and expenses of defending against the same; and (ii) any and all costs, expenses, losses, damages, claims and liabilities arising out of, or imposed upon any such Person through (A) the Servicer’s willful misconduct, negligence or bad faith in the performance of its duties under any Servicer Basic Document or any Servicing Supplement or (B) the Servicer’s reckless disregard of its obligations and duties under any Servicer Basic Document or any Servicing Supplement. (c) The Servicer will indemnify, defend and hold harmless the Administrative Agent and the Collateral Agent, the Administrative Agent, the Owner Trustee and the Indenture Trustee, as applicable, and their respective officers, directors, employees and agents (each, with respect to for this SectionSection 3.4(b), an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, the acceptance of or performance by the Servicer of the trusts and duties contained in this AgreementServicing Supplement, except to the extent that such the cost, expense, loss, damage, claim or liability liability: (i) is due to the willful misconduct, negligence or bad faith or negligence of the Indemnified Person or Person, (ii) in the case of the Administrative AgentOwner Trustee, arises from the Administrative AgentOwner Trustee’s breach of any of its representations or warranties set forth in the Collateral Agency AgreementTrust Agreement or (iii) in the case of the Indenture Trustee, arises from the Indenture Trustee’s breach of any of its representations and warranties set forth in the Indenture. (dc) The Servicer, as custodian of the Lease Files, will indemnify the Titling Trustee, each Covered Party and their respective officers, directors, employees and agents (each, with respect to this Section, an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, any improper or negligent act or omission relating In addition to the maintenance and custody by Indemnified Parties included in the Servicer or one of its custodians as custodian of the Lease Files. (e) Promptly upon receipt by an Indemnified Person of notice of the commencement of any Proceeding against any such Indemnified Person, if such Indemnified Person intends to make a claim in respect of such Proceeding against the Servicer under Sections 3.03(b), 3.03(c) or 3.03(d), as the case may be, such Indemnified Person will notify the Servicer of the commencement of such Proceeding. Failure by an Indemnified Person to so notify the Servicer will not relieve the Servicer of its obligations under this Section; provided, that the Servicer has not been materially prejudiced by such failure to notify. The Servicer may participate in and assume the defense and settlement of any such Proceeding at its expense, and no settlement of such Proceeding may be made without the approval of the Servicer and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The Servicer’s indemnification obligations will include reasonable fees and expenses of counsel and expenses of litigation. After notice from the Servicer to such Indemnified Person of the Servicer’s intention to assume the defense of such Proceeding with counsel reasonably satisfactory to such Indemnified Person, and so long as the Servicer so assumes the defense of such Proceeding in a manner reasonably satisfactory to such Indemnified PersonServicing Agreement, the Servicer will not be liable for any legal expenses of counsel to such indemnify the Issuer, the Owner Trustee and the Indenture Trustee as “Indemnified Person unless there is a conflict between the interests Parties” under Sections 3.3(b), (c) and (d) of the Servicer and such Indemnified Person, in which case the Servicer will pay for separate counsel reasonably acceptable to the Servicer and such Indemnified PersonServicing Agreement. (f) For purposes of this Section, if the Servicer’s rights and obligations as Servicer are terminated pursuant to Sections 8.01, 8.02 or 8.03, the Servicer nevertheless will be deemed to continue to be the Servicer under this Agreement and any related Servicing Supplement pending appointment of a successor Servicer pursuant to Section 8.04. (g) The Servicer’s obligations under this Section, with respect to the period such Person was (or was deemed to be) the Servicer, will survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Administrative Agent or the Collateral Agent. If the Servicer makes any indemnity payments to any Indemnified Person pursuant to this Section, (i) the Servicer will be subrogated to any rights of such Indemnified Person to recover such amount from any other Person and (ii) if such Indemnified Person thereafter collects any of such amounts from any other Person, such Indemnified Person will promptly repay such amounts to the Servicer, without interest.

Liability of the Servicer; Indemnities. (a) The Servicer will be liable under this Agreement only to indemnify, defend and hold harmless the extent Covered Parties and the Holder of the obligations specifically undertaken Daimler Retail Specified Interest Certificate (each, with respect to this subsection, an “Indemnified Person”) in accordance with Section 3.03(b) of the Basic Servicing Agreement, as well as from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of the Servicer’s willful misconduct, negligence or bad faith or resulting from the use, ownership or operation by it under this Agreement and under the Servicer or any related Servicing Supplementof its Affiliates of a 2018-A Vehicle. (b) The Servicer will indemnify, defend and hold harmless the Titling TrusteeTrust, each Covered Party the Collateral Agent, the Securities Intermediary, the Administrative Agent, the Trustees and their respective officers, directors, employees and agents (each, with respect to this subsection, an “Indemnified Person”) from and against: (i) any and all taxes that may be asserted against any such Person with respect to the transactions contemplated in the Basic Documents or in any Servicing Supplement, including any sales, gross receipts, general corporation, personal property, privilege or license taxes (excluding U.S. federal, State or local income taxes or franchise taxes arising out of the transactions contemplated by the Basic Documents or any Servicing Supplement) and costs and expenses of defending against the same; and (ii) any and all costs, expenses, losses, damages, claims and liabilities arising out of, or imposed upon any such Person through (A) the Servicer’s willful misconduct, negligence or bad faith in the performance of its duties under any Servicer Basic Document or any Servicing Supplement or (B) the Servicer’s reckless disregard of its obligations and duties under any Servicer Basic Document or any Servicing Supplement. (c) The Servicer will indemnify, defend and hold harmless the Administrative Agent and the Collateral Agent, as applicable, and their respective officers, directors, employees and agents (each, with respect to this Section, an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, the acceptance of or performance by the Servicer of the trusts and duties contained in this Agreement2018-A Servicing Supplement, except to the extent that any such cost, expense, loss, damage, claim or liability (i) is due to the willful misconduct, negligence or bad faith of the Indemnified Person or (ii) in the case of the Administrative Agenteither Trustee, arises from the Administrative Agentsuch Trustee’s breach of any of its representations or warranties set forth in the Collateral Agency Agreement. (d) The ServicerTrust Agreement or the Indenture, as custodian of the Lease Files, will indemnify the Titling Trustee, each Covered Party and their respective officers, directors, employees and agents case may be (each, with respect to this Section, an “Indemnified Person”) from and against including any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, with any improper or negligent act or omission relating to the maintenance and custody legal action by the Servicer Indenture Trustee or one of the Securities Intermediary to enforce remedies against the Servicer, including its custodians as custodian of the Lease Filesindemnification obligations, under this Agreement). (ec) Promptly upon receipt by an In addition to the Indemnified Person of notice of Parties included in the commencement of any Proceeding against any such Indemnified Person, if such Indemnified Person intends to make a claim in respect of such Proceeding against the Servicer under Sections 3.03(b), 3.03(c) or 3.03(d), as the case may be, such Indemnified Person will notify the Servicer of the commencement of such Proceeding. Failure by an Indemnified Person to so notify the Servicer will not relieve the Servicer of its obligations under this Section; provided, that the Servicer has not been materially prejudiced by such failure to notify. The Servicer may participate in and assume the defense and settlement of any such Proceeding at its expense, and no settlement of such Proceeding may be made without the approval of the Servicer and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The Servicer’s indemnification obligations will include reasonable fees and expenses of counsel and expenses of litigation. After notice from the Servicer to such Indemnified Person of the Servicer’s intention to assume the defense of such Proceeding with counsel reasonably satisfactory to such Indemnified Person, and so long as the Servicer so assumes the defense of such Proceeding in a manner reasonably satisfactory to such Indemnified PersonBasic Servicing Agreement, the Servicer will not be liable for any legal expenses of counsel treat the Issuer and each Trustee as “Indemnified Persons” pursuant to such Indemnified Person unless there is a conflict between the interests of the Servicer and such Indemnified PersonSections 3.03(d), in which case the Servicer will pay for separate counsel reasonably acceptable to the Servicer and such Indemnified Person. (e), (f) For purposes of this Section, if the Servicer’s rights and obligations as Servicer are terminated pursuant to Sections 8.01, 8.02 or 8.03, the Servicer nevertheless will be deemed to continue to be the Servicer under this Agreement and any related Servicing Supplement pending appointment of a successor Servicer pursuant to Section 8.04. (g) The Servicer’s obligations under this Section, with respect to the period such Person was (or was deemed to be) the Servicer, will survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Administrative Agent or the Collateral Agent. If the Servicer makes any indemnity payments to any Indemnified Person pursuant to this Section, (i) the Servicer will be subrogated to any rights of such Indemnified Person to recover such amount from any other Person and (ii) if such Indemnified Person thereafter collects any of such amounts from any other Person, such Indemnified Person will promptly repay such amounts to the Servicer, without interestBasic Servicing Agreement.

Liability of the Servicer; Indemnities. (a) The Servicer will be liable under this Agreement only to indemnify, defend and hold harmless each Titling Company, the extent Holders of the obligations specifically undertaken by it under Collateral Specified Interest Certificates, the Administrative Agent, the Collateral Agent, the Lender, the Indenture Trustee and the 2013-B Exchange Noteholder (each, with respect to this Section 3.4(a), an “Indemnified Person”) in accordance with Section 3.3 of the Servicing Agreement as well as from and under against any related Servicing Supplementand all costs, expenses, losses, damages, claims and liabilities, arising out of the Servicer’s willful misconduct, bad faith or negligence. (b) The Servicer will indemnify, defend and hold harmless the Titling TrusteeIssuer, each Covered Party and their respective officers, directors, employees and agents (each, with respect to this subsection, an “Indemnified Person”) from and against: (i) any and all taxes that may be asserted against any such Person with respect to the transactions contemplated in the Basic Documents or in any Servicing Supplement, including any sales, gross receipts, general corporation, personal property, privilege or license taxes (excluding U.S. federal, State or local income taxes or franchise taxes arising out of the transactions contemplated by the Basic Documents or any Servicing Supplement) and costs and expenses of defending against the same; and (ii) any and all costs, expenses, losses, damages, claims and liabilities arising out of, or imposed upon any such Person through (A) the Servicer’s willful misconduct, negligence or bad faith in the performance of its duties under any Servicer Basic Document or any Servicing Supplement or (B) the Servicer’s reckless disregard of its obligations and duties under any Servicer Basic Document or any Servicing Supplement. (c) The Servicer will indemnify, defend and hold harmless the Administrative Agent and the Collateral Agent, the Administrative Agent, the Owner Trustee and the Indenture Trustee, as applicable, and their respective officers, directors, employees and agents (each, with respect to this SectionSection 3.4(b), an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, the acceptance of or performance by the Servicer of the trusts and duties contained in this AgreementServicing Supplement, except to the extent that such cost, expense, loss, damage, claim or liability liability: (i) is due to the willful misconduct, negligence or bad faith or negligence of the Indemnified Person or Person, (ii) in the case of the Administrative AgentOwner Trustee, arises from the Administrative AgentOwner Trustee’s breach of any of its representations or warranties set forth in the Collateral Agency AgreementTrust Agreement or (iii) in the case of the Indenture Trustee, arises from the Indenture Trustee’s breach of any of its representations and warranties set forth in the Indenture. (dc) The Servicer, as custodian of the Lease Files, will indemnify the Titling Trustee, each Covered Party and their respective officers, directors, employees and agents (each, with respect to this Section, an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, any improper or negligent act or omission relating In addition to the maintenance and custody by Indemnified Parties included in the Servicer or one of its custodians as custodian of the Lease Files. (e) Promptly upon receipt by an Indemnified Person of notice of the commencement of any Proceeding against any such Indemnified Person, if such Indemnified Person intends to make a claim in respect of such Proceeding against the Servicer under Sections 3.03(b), 3.03(c) or 3.03(d), as the case may be, such Indemnified Person will notify the Servicer of the commencement of such Proceeding. Failure by an Indemnified Person to so notify the Servicer will not relieve the Servicer of its obligations under this Section; provided, that the Servicer has not been materially prejudiced by such failure to notify. The Servicer may participate in and assume the defense and settlement of any such Proceeding at its expense, and no settlement of such Proceeding may be made without the approval of the Servicer and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The Servicer’s indemnification obligations will include reasonable fees and expenses of counsel and expenses of litigation. After notice from the Servicer to such Indemnified Person of the Servicer’s intention to assume the defense of such Proceeding with counsel reasonably satisfactory to such Indemnified Person, and so long as the Servicer so assumes the defense of such Proceeding in a manner reasonably satisfactory to such Indemnified PersonServicing Agreement, the Servicer will not be liable for any legal expenses of counsel to such indemnify the Issuer, the Owner Trustee and the Indenture Trustee as “Indemnified Person unless there is a conflict between the interests of the Servicer and such Indemnified Person, in which case the Servicer will pay for separate counsel reasonably acceptable to the Servicer and such Indemnified Person. (f) For purposes of this Section, if the Servicer’s rights and obligations as Servicer are terminated Parties” pursuant to Sections 8.013.3(b), 8.02 or 8.03, the Servicer nevertheless will be deemed to continue to be the Servicer under this Agreement (c) and any related Servicing Supplement pending appointment of a successor Servicer pursuant to Section 8.04. (gd) The Servicer’s obligations under this Section, with respect to the period such Person was (or was deemed to be) the Servicer, will survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Administrative Agent or the Collateral Agent. If the Servicer makes any indemnity payments to any Indemnified Person pursuant to this Section, (i) the Servicer will be subrogated to any rights of such Indemnified Person to recover such amount from any other Person and (ii) if such Indemnified Person thereafter collects any of such amounts from any other Person, such Indemnified Person will promptly repay such amounts to the Servicer, without interestServicing Agreement.

Liability of the Servicer; Indemnities. (a) The Servicer will shall be liable under in accordance with this Agreement only to the extent of the obligations in this Agreement and the Pooling and Servicing Agreement specifically undertaken by it under this Agreement and under any related Servicing Supplement.the Servicer in its capacity as the Servicer. Such obligations shall include the following: (bi) The Servicer will shall indemnify, defend and hold harmless the Titling Indenture Trustee, each Covered Party the Owner Trustee, the Issuing Entity and their respective officers, directors, employees and agents (each, with respect to this subsection, an “Indemnified Person”) the Securityholders from and against: (i) against any and all taxes that may at any time be asserted against any such Person with respect to the transactions contemplated in the Basic Documents or in any Servicing Supplementthis Agreement, including including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (excluding U.S. federalbut not including any taxes asserted with respect to, State and as of the date of, the transfer of any Eligible Receivables to the Issuing Entity hereunder or local the issuance and original sale of any Securities, or asserted with respect to ownership or transfer of any Eligible Receivables in the Scheduled Accounts or the Securities, or federal or other income taxes or franchise taxes arising out of distributions or receipt of payment on the transactions contemplated by the Basic Documents Securities, or any Servicing Supplementfees or other compensation payable to any such Person) and costs and expenses of in defending against the same; and; (ii) any and all costs, expenses, losses, damages, claims and liabilities arising out of, or imposed upon any such Person through (A) the Servicer’s willful misconduct, negligence or bad faith in the performance of its duties under any Servicer Basic Document or any Servicing Supplement or (B) the Servicer’s reckless disregard of its obligations and duties under any Servicer Basic Document or any Servicing Supplement. (c) The Servicer will shall indemnify, defend and hold harmless the Administrative Agent Indenture Trustee, the Owner Trustee, the Issuing Entity and the Collateral Agent, as applicable, and their respective officers, directors, employees and agents (each, with respect to this Section, an “Indemnified Person”) Securityholders from and against any and all costs, expenses, losses, damagesclaims, claims damages and liabilities arising out of, or incurred in connection with, the acceptance of or performance by the Servicer of the trusts and duties contained in this Agreement, except to the extent that such cost, expense, loss, damageclaim, claim damage or liability arose out of, or was imposed upon the Indenture Trustee, the Owner Trustee, the Issuing Entity or the Securityholders through the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement, the Pooling and Servicing Agreement, the Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement, the Pooling and Servicing Agreement, the Indenture or the Trust Agreement; and (iiii) The Servicer shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee, and their respective agents and servants, from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with (x) in the case of the Owner Trustee, the Indenture Trustee's performance of its duties under the Indenture, (y) in the case of the Indenture Trustee, the Owner Trustee's performance of its duties under the Trust Agreement or (z) the acceptance, administration or performance by, or action or inaction of, the Indenture Trustee or the Owner Trustee, as applicable, of the trusts and duties contained in this Agreement, the Basic Documents, the Indenture (in the case of the Indenture Trustee), including the administration of the Owner Trust Estate, and the Trust Agreement (in case of the Owner Trustee), including the administration of the Trust Estate, except in each case to the extent that such cost, expense, loss, claim, damage or liability: (A) is due to the willful misconductmisfeasance, negligence or bad faith or negligence (except for errors in judgment) of the Indemnified Person or seeking to be indemnified, (iiB) in to the case of extent otherwise payable to the Administrative AgentIndenture Trustee, arises from the Administrative Agent’s Indenture Trustee's breach of any of its representations or warranties in Section 6.13 of the Indenture, (C) to the extent otherwise payable to the Owner Trustee, arises from the Owner Trustee's breach of any of its representations or warranties set forth in Section 6.6 of the Collateral Agency AgreementTrust Agreement or (D) shall arise out of or be incurred in connection with the performance by the Indenture Trustee of the duties of the successor to the Servicer hereunder. (db) The Servicer, as custodian of the Lease Files, will indemnify the Titling Trustee, each Covered Party and their respective officers, directors, employees and agents (each, with respect to this Section, an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, any improper or negligent act or omission relating to the maintenance and custody by the Servicer or one of its custodians as custodian of the Lease Files. (e) Promptly upon receipt by an Indemnified Person of notice of the commencement of any Proceeding against any such Indemnified Person, if such Indemnified Person intends to make a claim in respect of such Proceeding against the Servicer under Sections 3.03(b), 3.03(c) or 3.03(d), as the case may be, such Indemnified Person will notify the Servicer of the commencement of such Proceeding. Failure by an Indemnified Person to so notify the Servicer will not relieve the Servicer of its obligations Indemnification under this Section; providedSection 7.1 shall include, that the Servicer has not been materially prejudiced by such failure to notify. The Servicer may participate in and assume the defense and settlement of any such Proceeding at its expensewithout limitation, and no settlement of such Proceeding may be made without the approval of the Servicer and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The Servicer’s indemnification obligations will include reasonable fees and expenses of counsel and expenses of litigation. After notice from the Servicer to such Indemnified Person of the Servicer’s intention to assume the defense of such Proceeding with counsel reasonably satisfactory to such Indemnified Person, and so long as the Servicer so assumes the defense of such Proceeding in a manner reasonably satisfactory to such Indemnified Person, the Servicer will not be liable for any legal expenses of counsel to such Indemnified Person unless there is a conflict between the interests of the Servicer and such Indemnified Person, in which case the Servicer will pay for separate counsel reasonably acceptable to the Servicer and such Indemnified Person. (f) For purposes of this Section, if the Servicer’s rights and obligations as Servicer are terminated pursuant to Sections 8.01, 8.02 or 8.03, the Servicer nevertheless will be deemed to continue to be the Servicer under this Agreement and any related Servicing Supplement pending appointment of a successor Servicer pursuant to Section 8.04. (g) The Servicer’s obligations under this Section, with respect to the period such Person was (or was deemed to be) the Servicer, will survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Administrative Agent or the Collateral Agent. If the Servicer makes has made any indemnity payments to any Indemnified Person pursuant to this Section, (i) Section 7.1 and the Servicer will be subrogated to any rights of such Indemnified Person to recover such amount from any other Person and (ii) if such Indemnified Person recipient thereafter collects any of such amounts from any other Personothers, such Indemnified Person will the recipient shall promptly repay such amounts collected to the Servicer, without interest. The Servicer's obligations under this Section 7.1 shall survive the resignation or removal of the Owner Trustee or Indenture Trustee and the termination of this Agreement. The Owner Trustee and Indenture Trustee are expressly intended to be third-party beneficiaries of this Section 7.1.

Liability of the Servicer; Indemnities. (a) The Servicer will be liable under this Agreement only to indemnify, defend and hold harmless the extent Covered Parties and the Holder of the obligations specifically undertaken Daimler Retail Specified Interest Certificate (each, with respect to this subsection, an “Indemnified Person”) in accordance with Section 3.03(b) of the Basic Servicing Agreement, as well as from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of the Servicer’s willful misconduct, negligence or bad faith or resulting from the use, ownership or operation by it under this Agreement and under the Servicer or any related Servicing Supplementof its Affiliates of a 2016-B Vehicle. (b) The Servicer will indemnify, defend and hold harmless the Titling TrusteeTrust, each Covered Party the Collateral Agent, the Securities Intermediary, the Administrative Agent, the Trustees and their respective officers, directors, employees and agents (each, with respect to this subsection, an “Indemnified Person”) from and against: (i) any and all taxes that may be asserted against any such Person with respect to the transactions contemplated in the Basic Documents or in any Servicing Supplement, including any sales, gross receipts, general corporation, personal property, privilege or license taxes (excluding U.S. federal, State or local income taxes or franchise taxes arising out of the transactions contemplated by the Basic Documents or any Servicing Supplement) and costs and expenses of defending against the same; and (ii) any and all costs, expenses, losses, damages, claims and liabilities arising out of, or imposed upon any such Person through (A) the Servicer’s willful misconduct, negligence or bad faith in the performance of its duties under any Servicer Basic Document or any Servicing Supplement or (B) the Servicer’s reckless disregard of its obligations and duties under any Servicer Basic Document or any Servicing Supplement. (c) The Servicer will indemnify, defend and hold harmless the Administrative Agent and the Collateral Agent, as applicable, and their respective officers, directors, employees and agents (each, with respect to this Section, an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, the acceptance of or performance by the Servicer of the trusts and duties contained in this Agreement2016-B Servicing Supplement, except to the extent that any such cost, expense, loss, damage, claim or liability (i) is due to the willful misconduct, negligence or bad faith of the Indemnified Person or (ii) in the case of the Administrative Agenteither Trustee, arises from the Administrative Agentsuch Trustee’s breach of any of its representations or warranties set forth in the Collateral Agency Agreement. (d) The ServicerTrust Agreement or the Indenture, as custodian of the Lease Files, will indemnify the Titling Trustee, each Covered Party and their respective officers, directors, employees and agents case may be (each, with respect to this Section, an “Indemnified Person”) from and against including any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, with any improper or negligent act or omission relating to the maintenance and custody legal action by the Servicer Indenture Trustee or one of the Securities Intermediary to enforce remedies against the Servicer, including its custodians as custodian of the Lease Filesindemnification obligations, under this Agreement). (ec) Promptly upon receipt by an In addition to the Indemnified Person of notice of Parties included in the commencement of any Proceeding against any such Indemnified Person, if such Indemnified Person intends to make a claim in respect of such Proceeding against the Servicer under Sections 3.03(b), 3.03(c) or 3.03(d), as the case may be, such Indemnified Person will notify the Servicer of the commencement of such Proceeding. Failure by an Indemnified Person to so notify the Servicer will not relieve the Servicer of its obligations under this Section; provided, that the Servicer has not been materially prejudiced by such failure to notify. The Servicer may participate in and assume the defense and settlement of any such Proceeding at its expense, and no settlement of such Proceeding may be made without the approval of the Servicer and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The Servicer’s indemnification obligations will include reasonable fees and expenses of counsel and expenses of litigation. After notice from the Servicer to such Indemnified Person of the Servicer’s intention to assume the defense of such Proceeding with counsel reasonably satisfactory to such Indemnified Person, and so long as the Servicer so assumes the defense of such Proceeding in a manner reasonably satisfactory to such Indemnified PersonBasic Servicing Agreement, the Servicer will not be liable for any legal expenses of counsel treat the Issuer and each Trustee as “Indemnified Persons” pursuant to such Indemnified Person unless there is a conflict between the interests of the Servicer and such Indemnified PersonSections 3.03(d), in which case the Servicer will pay for separate counsel reasonably acceptable to the Servicer and such Indemnified Person. (e), (f) For purposes of this Section, if the Servicer’s rights and obligations as Servicer are terminated pursuant to Sections 8.01, 8.02 or 8.03, the Servicer nevertheless will be deemed to continue to be the Servicer under this Agreement and any related Servicing Supplement pending appointment of a successor Servicer pursuant to Section 8.04. (g) The Servicer’s obligations under this Section, with respect to the period such Person was (or was deemed to be) the Servicer, will survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Administrative Agent or the Collateral Agent. If the Servicer makes any indemnity payments to any Indemnified Person pursuant to this Section, (i) the Servicer will be subrogated to any rights of such Indemnified Person to recover such amount from any other Person and (ii) if such Indemnified Person thereafter collects any of such amounts from any other Person, such Indemnified Person will promptly repay such amounts to the Servicer, without interestBasic Servicing Agreement.

Liability of the Servicer; Indemnities. (a) The Servicer will be liable under this Agreement only to indemnify, defend and hold harmless each Titling Company, the extent Holders of the obligations specifically undertaken by it under Collateral Specified Interest Certificates, the Administrative Agent, the Collateral Agent, the Lender, the Indenture Trustee and the 2012-B Exchange Noteholder (each, with respect to this Section 3.4(a), an “Indemnified Person”) in accordance with Section 3.3 of the Servicing Agreement as well as from and under against any related Servicing Supplementand all costs, expenses, losses, damages, claims and liabilities, arising out of the Servicer’s willful misconduct, bad faith or negligence. (b) The Servicer will indemnify, defend and hold harmless the Titling TrusteeIssuer, each Covered Party and their respective officers, directors, employees and agents (each, with respect to this subsection, an “Indemnified Person”) from and against: (i) any and all taxes that may be asserted against any such Person with respect to the transactions contemplated in the Basic Documents or in any Servicing Supplement, including any sales, gross receipts, general corporation, personal property, privilege or license taxes (excluding U.S. federal, State or local income taxes or franchise taxes arising out of the transactions contemplated by the Basic Documents or any Servicing Supplement) and costs and expenses of defending against the same; and (ii) any and all costs, expenses, losses, damages, claims and liabilities arising out of, or imposed upon any such Person through (A) the Servicer’s willful misconduct, negligence or bad faith in the performance of its duties under any Servicer Basic Document or any Servicing Supplement or (B) the Servicer’s reckless disregard of its obligations and duties under any Servicer Basic Document or any Servicing Supplement. (c) The Servicer will indemnify, defend and hold harmless the Administrative Agent and the Collateral Agent, the Administrative Agent, the Owner Trustee and the Indenture Trustee, as applicable, and their respective officers, directors, employees and agents (each, with respect to this SectionSection 3.4(b), an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, the acceptance of or performance by the Servicer of the trusts and duties contained in this AgreementServicing Supplement, except to the extent that such cost, expense, loss, damage, claim or liability liability: (i) is due to the willful misconduct, negligence or bad faith or negligence of the Indemnified Person or Person, (ii) in the case of the Administrative AgentOwner Trustee, arises from the Administrative AgentOwner Trustee’s breach of any of its representations or warranties set forth in the Collateral Agency AgreementTrust Agreement or (iii) in the case of the Indenture Trustee, arises from the Indenture Trustee’s breach of any of its representations and warranties set forth in the Indenture. (dc) The Servicer, as custodian of the Lease Files, will indemnify the Titling Trustee, each Covered Party and their respective officers, directors, employees and agents (each, with respect to this Section, an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, any improper or negligent act or omission relating In addition to the maintenance and custody by Indemnified Parties included in the Servicer or one of its custodians as custodian of the Lease Files. (e) Promptly upon receipt by an Indemnified Person of notice of the commencement of any Proceeding against any such Indemnified Person, if such Indemnified Person intends to make a claim in respect of such Proceeding against the Servicer under Sections 3.03(b), 3.03(c) or 3.03(d), as the case may be, such Indemnified Person will notify the Servicer of the commencement of such Proceeding. Failure by an Indemnified Person to so notify the Servicer will not relieve the Servicer of its obligations under this Section; provided, that the Servicer has not been materially prejudiced by such failure to notify. The Servicer may participate in and assume the defense and settlement of any such Proceeding at its expense, and no settlement of such Proceeding may be made without the approval of the Servicer and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The Servicer’s indemnification obligations will include reasonable fees and expenses of counsel and expenses of litigation. After notice from the Servicer to such Indemnified Person of the Servicer’s intention to assume the defense of such Proceeding with counsel reasonably satisfactory to such Indemnified Person, and so long as the Servicer so assumes the defense of such Proceeding in a manner reasonably satisfactory to such Indemnified PersonServicing Agreement, the Servicer will not be liable for any legal expenses of counsel to such indemnify the Issuer, the Owner Trustee and the Indenture Trustee as “Indemnified Person unless there is a conflict between the interests of the Servicer and such Indemnified Person, in which case the Servicer will pay for separate counsel reasonably acceptable to the Servicer and such Indemnified Person. (f) For purposes of this Section, if the Servicer’s rights and obligations as Servicer are terminated Parties” pursuant to Sections 8.013.3(b), 8.02 or 8.03, the Servicer nevertheless will be deemed to continue to be the Servicer under this Agreement (c) and any related Servicing Supplement pending appointment of a successor Servicer pursuant to Section 8.04. (gd) The Servicer’s obligations under this Section, with respect to the period such Person was (or was deemed to be) the Servicer, will survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Administrative Agent or the Collateral Agent. If the Servicer makes any indemnity payments to any Indemnified Person pursuant to this Section, (i) the Servicer will be subrogated to any rights of such Indemnified Person to recover such amount from any other Person and (ii) if such Indemnified Person thereafter collects any of such amounts from any other Person, such Indemnified Person will promptly repay such amounts to the Servicer, without interestServicing Agreement.

Liability of the Servicer; Indemnities. (a) The Servicer will be liable under this Agreement only to indemnify, defend and hold harmless the extent Covered Parties and the Holder of the obligations specifically undertaken Daimler Retail Specified Interest Certificate (each, with respect to this subsection, an “Indemnified Person”) in accordance with Section 3.03(b) of the Basic Servicing Agreement, as well as from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of the Servicer’s willful misconduct, negligence or bad faith or resulting from the use, ownership or operation by it under this Agreement and under the Servicer or any related Servicing Supplementof its Affiliates of a 2021-B Vehicle. (b) The Servicer will indemnify, defend and hold harmless the Titling TrusteeTrust, each Covered Party the Collateral Agent, the Securities Intermediary, the Administrative Agent, the Trustees and their respective officers, directors, employees and agents (each, with respect to this subsection, an “Indemnified Person”) from and against: (i) any and all taxes that may be asserted against any such Person with respect to the transactions contemplated in the Basic Documents or in any Servicing Supplement, including any sales, gross receipts, general corporation, personal property, privilege or license taxes (excluding U.S. federal, State or local income taxes or franchise taxes arising out of the transactions contemplated by the Basic Documents or any Servicing Supplement) and costs and expenses of defending against the same; and (ii) any and all costs, expenses, losses, damages, claims and liabilities arising out of, or imposed upon any such Person through (A) the Servicer’s willful misconduct, negligence or bad faith in the performance of its duties under any Servicer Basic Document or any Servicing Supplement or (B) the Servicer’s reckless disregard of its obligations and duties under any Servicer Basic Document or any Servicing Supplement. (c) The Servicer will indemnify, defend and hold harmless the Administrative Agent and the Collateral Agent, as applicable, and their respective officers, directors, employees and agents (each, with respect to this Section, an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, the acceptance of or performance by the Servicer of the trusts and duties contained in this Agreement2021-B Servicing Supplement, except to the extent that any such cost, expense, loss, damage, claim or liability (i) is due to the willful misconduct, negligence or bad faith of the Indemnified Person or (ii) in the case of the Administrative Agenteither Trustee, arises from the Administrative Agentsuch Trustee’s breach of any of its representations or warranties set forth in the Collateral Agency Agreement. (d) The ServicerTrust Agreement or the Indenture, as custodian of the Lease Files, will indemnify the Titling Trustee, each Covered Party and their respective officers, directors, employees and agents case may be (each, with respect to this Section, an “Indemnified Person”) from and against including any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, with any improper or negligent act or omission relating to the maintenance and custody legal action by the Servicer Indenture Trustee or one of the Securities Intermediary to enforce remedies against the Servicer, including its custodians as custodian of the Lease Filesindemnification obligations, under this Agreement). (ec) Promptly upon receipt by an In addition to the Indemnified Person of notice of Parties included in the commencement of any Proceeding against any such Indemnified Person, if such Indemnified Person intends to make a claim in respect of such Proceeding against the Servicer under Sections 3.03(b), 3.03(c) or 3.03(d), as the case may be, such Indemnified Person will notify the Servicer of the commencement of such Proceeding. Failure by an Indemnified Person to so notify the Servicer will not relieve the Servicer of its obligations under this Section; provided, that the Servicer has not been materially prejudiced by such failure to notify. The Servicer may participate in and assume the defense and settlement of any such Proceeding at its expense, and no settlement of such Proceeding may be made without the approval of the Servicer and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The Servicer’s indemnification obligations will include reasonable fees and expenses of counsel and expenses of litigation. After notice from the Servicer to such Indemnified Person of the Servicer’s intention to assume the defense of such Proceeding with counsel reasonably satisfactory to such Indemnified Person, and so long as the Servicer so assumes the defense of such Proceeding in a manner reasonably satisfactory to such Indemnified PersonBasic Servicing Agreement, the Servicer will not be liable for any legal expenses of counsel treat the Issuer and each Trustee as “Indemnified Persons” pursuant to such Indemnified Person unless there is a conflict between the interests Sections 3.03(d), (e), (f) and (g) of the Servicer and such Indemnified Person, in which case the Servicer will pay for separate counsel reasonably acceptable to the Servicer and such Indemnified PersonBasic Servicing Agreement. (fd) For purposes The provisions of this Section, if the Servicer’s rights and obligations as Servicer are terminated pursuant to Sections 8.01, 8.02 or 8.03, the Servicer nevertheless will be deemed to continue to be the Servicer under this Agreement and any related Servicing Supplement pending appointment of a successor Servicer pursuant to Section 8.04. (g) The Servicer’s obligations under this Section, with respect to the period such Person was (or was deemed to be) the Servicer, will 3.04 shall survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Administrative Agent or the Collateral Agent. If the Servicer makes any indemnity payments to any Indemnified Person pursuant to this Section, (i) the Servicer will be subrogated to any rights of such Indemnified Person to recover such amount from any other Person and (ii) if such Indemnified Person thereafter collects any of such amounts from any other Person, such Indemnified Person will promptly repay such amounts to the Servicer, without interest2021-B Servicing Supplement.

Liability of the Servicer; Indemnities. (a) The Servicer will be liable under this Agreement only to indemnify, defend and hold harmless the extent Covered Parties and the Holder of the obligations specifically undertaken Daimler Retail Specified Interest Certificate (each, with respect to this subsection, an “Indemnified Person”) in accordance with Section 3.03(b) of the Basic Servicing Agreement, as well as from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of the Servicer’s willful misconduct, negligence or bad faith or resulting from the use, ownership or operation by it under this Agreement and under the Servicer or any related Servicing Supplementof its Affiliates of a 2019-A Vehicle. (b) The Servicer will indemnify, defend and hold harmless the Titling TrusteeTrust, each Covered Party the Collateral Agent, the Securities Intermediary, the Administrative Agent, the Trustees and their respective officers, directors, employees and agents (each, with respect to this subsection, an “Indemnified Person”) from and against: (i) any and all taxes that may be asserted against any such Person with respect to the transactions contemplated in the Basic Documents or in any Servicing Supplement, including any sales, gross receipts, general corporation, personal property, privilege or license taxes (excluding U.S. federal, State or local income taxes or franchise taxes arising out of the transactions contemplated by the Basic Documents or any Servicing Supplement) and costs and expenses of defending against the same; and (ii) any and all costs, expenses, losses, damages, claims and liabilities arising out of, or imposed upon any such Person through (A) the Servicer’s willful misconduct, negligence or bad faith in the performance of its duties under any Servicer Basic Document or any Servicing Supplement or (B) the Servicer’s reckless disregard of its obligations and duties under any Servicer Basic Document or any Servicing Supplement. (c) The Servicer will indemnify, defend and hold harmless the Administrative Agent and the Collateral Agent, as applicable, and their respective officers, directors, employees and agents (each, with respect to this Section, an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, the acceptance of or performance by the Servicer of the trusts and duties contained in this Agreement2019-A Servicing Supplement, except to the extent that any such cost, expense, loss, damage, claim or liability (i) is due to the willful misconduct, negligence or bad faith of the Indemnified Person or (ii) in the case of the Administrative Agenteither Trustee, arises from the Administrative Agentsuch Trustee’s breach of any of its representations or warranties set forth in the Collateral Agency Agreement. (d) The ServicerTrust Agreement or the Indenture, as custodian of the Lease Files, will indemnify the Titling Trustee, each Covered Party and their respective officers, directors, employees and agents case may be (each, with respect to this Section, an “Indemnified Person”) from and against including any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, with any improper or negligent act or omission relating to the maintenance and custody legal action by the Servicer Indenture Trustee or one of the Securities Intermediary to enforce remedies against the Servicer, including its custodians as custodian of the Lease Filesindemnification obligations, under this Agreement). (ec) Promptly upon receipt by an In addition to the Indemnified Person of notice of Parties included in the commencement of any Proceeding against any such Indemnified Person, if such Indemnified Person intends to make a claim in respect of such Proceeding against the Servicer under Sections 3.03(b), 3.03(c) or 3.03(d), as the case may be, such Indemnified Person will notify the Servicer of the commencement of such Proceeding. Failure by an Indemnified Person to so notify the Servicer will not relieve the Servicer of its obligations under this Section; provided, that the Servicer has not been materially prejudiced by such failure to notify. The Servicer may participate in and assume the defense and settlement of any such Proceeding at its expense, and no settlement of such Proceeding may be made without the approval of the Servicer and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The Servicer’s indemnification obligations will include reasonable fees and expenses of counsel and expenses of litigation. After notice from the Servicer to such Indemnified Person of the Servicer’s intention to assume the defense of such Proceeding with counsel reasonably satisfactory to such Indemnified Person, and so long as the Servicer so assumes the defense of such Proceeding in a manner reasonably satisfactory to such Indemnified PersonBasic Servicing Agreement, the Servicer will not be liable for any legal expenses of counsel treat the Issuer and each Trustee as “Indemnified Persons” pursuant to such Indemnified Person unless there is a conflict between the interests Sections 3.03(d), (e), (f) and (g) of the Servicer and such Indemnified Person, in which case the Servicer will pay for separate counsel reasonably acceptable to the Servicer and such Indemnified PersonBasic Servicing Agreement. (fd) For purposes The provisions of this Section, if the Servicer’s rights and obligations as Servicer are terminated pursuant to Sections 8.01, 8.02 or 8.03, the Servicer nevertheless will be deemed to continue to be the Servicer under this Agreement and any related Servicing Supplement pending appointment of a successor Servicer pursuant to Section 8.04. (g) The Servicer’s obligations under this Section, with respect to the period such Person was (or was deemed to be) the Servicer, will 3.04 shall survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Administrative Agent or the Collateral Agent. If the Servicer makes any indemnity payments to any Indemnified Person pursuant to this Section, (i) the Servicer will be subrogated to any rights of such Indemnified Person to recover such amount from any other Person and (ii) if such Indemnified Person thereafter collects any of such amounts from any other Person, such Indemnified Person will promptly repay such amounts to the Servicer, without interest2019-A Servicing Supplement.

Liability of the Servicer; Indemnities. (a) The Servicer will be liable under this Agreement only to indemnify, defend and hold harmless the extent Covered Parties and the Holder of the obligations specifically undertaken Daimler Retail Specified Interest Certificate (each, with respect to this subsection, an “Indemnified Person”) in accordance with Section 3.03(b) of the Basic Servicing Agreement, as well as from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of the Servicer’s willful misconduct, negligence or bad faith or resulting from the use, ownership or operation by it under this Agreement and under the Servicer or any related Servicing Supplementof its Affiliates of a 2023-A Vehicle. (b) The Servicer will indemnify, defend and hold harmless the Titling TrusteeTrust, each Covered Party the Collateral Agent, the Securities Intermediary, the Administrative Agent, the Trustees and their respective officers, directors, employees and agents (each, with respect to this subsection, an “Indemnified Person”) from and against: (i) any and all taxes that may be asserted against any such Person with respect to the transactions contemplated in the Basic Documents or in any Servicing Supplement, including any sales, gross receipts, general corporation, personal property, privilege or license taxes (excluding U.S. federal, State or local income taxes or franchise taxes arising out of the transactions contemplated by the Basic Documents or any Servicing Supplement) and costs and expenses of defending against the same; and (ii) any and all costs, expenses, losses, damages, claims and liabilities arising out of, or imposed upon any such Person through (A) the Servicer’s willful misconduct, negligence or bad faith in the performance of its duties under any Servicer Basic Document or any Servicing Supplement or (B) the Servicer’s reckless disregard of its obligations and duties under any Servicer Basic Document or any Servicing Supplement. (c) The Servicer will indemnify, defend and hold harmless the Administrative Agent and the Collateral Agent, as applicable, and their respective officers, directors, employees and agents (each, with respect to this Section, an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, the acceptance of or performance by the Servicer of the trusts and duties contained in this Agreement2023-A Servicing Supplement, except to the extent that any such cost, expense, loss, damage, claim or liability (i) is due to the willful misconduct, negligence or bad faith of the Indemnified Person or (ii) in the case of the Administrative Agenteither Trustee, arises from the Administrative Agentsuch Trustee’s breach of any of its representations or warranties set forth in the Collateral Agency Agreement. (d) The ServicerTrust Agreement or the Indenture, as custodian of the Lease Files, will indemnify the Titling Trustee, each Covered Party and their respective officers, directors, employees and agents case may be (each, with respect to this Section, an “Indemnified Person”) from and against including any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, with any improper or negligent act or omission relating to the maintenance and custody legal action by the Servicer Indenture Trustee or one of the Securities Intermediary to enforce remedies against the Servicer, including its custodians as custodian of the Lease Filesindemnification obligations, under this Agreement). (ec) Promptly upon receipt by an In addition to the Indemnified Person of notice of Parties included in the commencement of any Proceeding against any such Indemnified Person, if such Indemnified Person intends to make a claim in respect of such Proceeding against the Servicer under Sections 3.03(b), 3.03(c) or 3.03(d), as the case may be, such Indemnified Person will notify the Servicer of the commencement of such Proceeding. Failure by an Indemnified Person to so notify the Servicer will not relieve the Servicer of its obligations under this Section; provided, that the Servicer has not been materially prejudiced by such failure to notify. The Servicer may participate in and assume the defense and settlement of any such Proceeding at its expense, and no settlement of such Proceeding may be made without the approval of the Servicer and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The Servicer’s indemnification obligations will include reasonable fees and expenses of counsel and expenses of litigation. After notice from the Servicer to such Indemnified Person of the Servicer’s intention to assume the defense of such Proceeding with counsel reasonably satisfactory to such Indemnified Person, and so long as the Servicer so assumes the defense of such Proceeding in a manner reasonably satisfactory to such Indemnified PersonBasic Servicing Agreement, the Servicer will not be liable for any legal expenses of counsel treat the Issuer and each Trustee as “Indemnified Persons” pursuant to such Indemnified Person unless there is a conflict between the interests Sections 3.03(d), (e), (f) and (g) of the Servicer and such Indemnified Person, in which case the Servicer will pay for separate counsel reasonably acceptable to the Servicer and such Indemnified PersonBasic Servicing Agreement. (fd) For purposes The provisions of this Section, if the Servicer’s rights and obligations as Servicer are terminated pursuant to Sections 8.01, 8.02 or 8.03, the Servicer nevertheless will be deemed to continue to be the Servicer under this Agreement and any related Servicing Supplement pending appointment of a successor Servicer pursuant to Section 8.04. (g) The Servicer’s obligations under this Section, with respect to the period such Person was (or was deemed to be) the Servicer, will 3.04 shall survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Administrative Agent or the Collateral Agent. If the Servicer makes any indemnity payments to any Indemnified Person pursuant to this Section, (i) the Servicer will be subrogated to any rights of such Indemnified Person to recover such amount from any other Person and (ii) if such Indemnified Person thereafter collects any of such amounts from any other Person, such Indemnified Person will promptly repay such amounts to the Servicer, without interest2023-A Servicing Supplement.

Liability of the Servicer; Indemnities. (a) The Servicer will be liable under this Agreement only to indemnify, defend and hold harmless the extent Covered Parties and the Holder of the obligations specifically undertaken Daimler Retail Specified Interest Certificate (each, with respect to this subsection, an “Indemnified Person”) in accordance with Section 3.03(b) of the Basic Servicing Agreement, as well as from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of the Servicer’s willful misconduct, negligence or bad faith or resulting from the use, ownership or operation by it under this Agreement and under the Servicer or any related Servicing Supplementof its Affiliates of a 2024-A Vehicle. (b) The Servicer will indemnify, defend and hold harmless the Titling TrusteeTrust, each Covered Party the Collateral Agent, the Securities Intermediary, the Administrative Agent, the Trustees and their respective officers, directors, employees and agents (each, with respect to this subsection, an “Indemnified Person”) from and against: (i) any and all taxes that may be asserted against any such Person with respect to the transactions contemplated in the Basic Documents or in any Servicing Supplement, including any sales, gross receipts, general corporation, personal property, privilege or license taxes (excluding U.S. federal, State or local income taxes or franchise taxes arising out of the transactions contemplated by the Basic Documents or any Servicing Supplement) and costs and expenses of defending against the same; and (ii) any and all costs, expenses, losses, damages, claims and liabilities arising out of, or imposed upon any such Person through (A) the Servicer’s willful misconduct, negligence or bad faith in the performance of its duties under any Servicer Basic Document or any Servicing Supplement or (B) the Servicer’s reckless disregard of its obligations and duties under any Servicer Basic Document or any Servicing Supplement. (c) The Servicer will indemnify, defend and hold harmless the Administrative Agent and the Collateral Agent, as applicable, and their respective officers, directors, employees and agents (each, with respect to this Section, an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, the acceptance of or performance by the Servicer of the trusts and duties contained in this Agreement2024-A Servicing Supplement, except to the extent that any such cost, expense, loss, damage, claim or liability (i) is due to the willful misconduct, negligence or bad faith of the Indemnified Person or (ii) in the case of the Administrative Agenteither Trustee, arises from the Administrative Agentsuch Trustee’s breach of any of its representations or warranties set forth in the Collateral Agency Agreement. (d) The ServicerTrust Agreement or the Indenture, as custodian of the Lease Files, will indemnify the Titling Trustee, each Covered Party and their respective officers, directors, employees and agents case may be (each, with respect to this Section, an “Indemnified Person”) from and against including any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, with any improper or negligent act or omission relating to the maintenance and custody legal action by the Servicer Indenture Trustee or one of the Securities Intermediary to enforce remedies against the Servicer, including its custodians as custodian of the Lease Filesindemnification obligations, under this Agreement). (ec) Promptly upon receipt by an In addition to the Indemnified Person of notice of Parties included in the commencement of any Proceeding against any such Indemnified Person, if such Indemnified Person intends to make a claim in respect of such Proceeding against the Servicer under Sections 3.03(b), 3.03(c) or 3.03(d), as the case may be, such Indemnified Person will notify the Servicer of the commencement of such Proceeding. Failure by an Indemnified Person to so notify the Servicer will not relieve the Servicer of its obligations under this Section; provided, that the Servicer has not been materially prejudiced by such failure to notify. The Servicer may participate in and assume the defense and settlement of any such Proceeding at its expense, and no settlement of such Proceeding may be made without the approval of the Servicer and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The Servicer’s indemnification obligations will include reasonable fees and expenses of counsel and expenses of litigation. After notice from the Servicer to such Indemnified Person of the Servicer’s intention to assume the defense of such Proceeding with counsel reasonably satisfactory to such Indemnified Person, and so long as the Servicer so assumes the defense of such Proceeding in a manner reasonably satisfactory to such Indemnified PersonBasic Servicing Agreement, the Servicer will not be liable for any legal expenses of counsel treat the Issuer and each Trustee as “Indemnified Persons” pursuant to such Indemnified Person unless there is a conflict between the interests Sections 3.03(d), (e), (f) and (g) of the Servicer and such Indemnified Person, in which case the Servicer will pay for separate counsel reasonably acceptable to the Servicer and such Indemnified PersonBasic Servicing Agreement. (fd) For purposes The provisions of this Section, if the Servicer’s rights and obligations as Servicer are terminated pursuant to Sections 8.01, 8.02 or 8.03, the Servicer nevertheless will be deemed to continue to be the Servicer under this Agreement and any related Servicing Supplement pending appointment of a successor Servicer pursuant to Section 8.04. (g) The Servicer’s obligations under this Section, with respect to the period such Person was (or was deemed to be) the Servicer, will 3.04 shall survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Administrative Agent or the Collateral Agent. If the Servicer makes any indemnity payments to any Indemnified Person pursuant to this Section, (i) the Servicer will be subrogated to any rights of such Indemnified Person to recover such amount from any other Person and (ii) if such Indemnified Person thereafter collects any of such amounts from any other Person, such Indemnified Person will promptly repay such amounts to the Servicer, without interest2024-A Servicing Supplement.

Liability of the Servicer; Indemnities. (a) The Servicer will be liable under this Agreement only to indemnify, defend and hold harmless each Titling Company, the extent Holders of the obligations specifically undertaken by it under Collateral Specified Interest Certificates, the Administrative Agent, the Collateral Agent, the Lender, the Indenture Trustee and the 2011-B Exchange Noteholder (each, with respect to this Section 3.4(a), an “Indemnified Person”) in accordance with Section 3.3 of the Servicing Agreement as well as from and under against any related Servicing Supplementand all costs, expenses, losses, damages, claims and liabilities, arising out of the Servicer’s willful misconduct, negligence or bad faith. (b) The Servicer will indemnify, defend and hold harmless the Titling TrusteeIssuer, each Covered Party and their respective officers, directors, employees and agents (each, with respect to this subsection, an “Indemnified Person”) from and against: (i) any and all taxes that may be asserted against any such Person with respect to the transactions contemplated in the Basic Documents or in any Servicing Supplement, including any sales, gross receipts, general corporation, personal property, privilege or license taxes (excluding U.S. federal, State or local income taxes or franchise taxes arising out of the transactions contemplated by the Basic Documents or any Servicing Supplement) and costs and expenses of defending against the same; and (ii) any and all costs, expenses, losses, damages, claims and liabilities arising out of, or imposed upon any such Person through (A) the Servicer’s willful misconduct, negligence or bad faith in the performance of its duties under any Servicer Basic Document or any Servicing Supplement or (B) the Servicer’s reckless disregard of its obligations and duties under any Servicer Basic Document or any Servicing Supplement. (c) The Servicer will indemnify, defend and hold harmless the Administrative Agent and the Collateral Agent, the Administrative Agent, the Owner Trustee and the Indenture Trustee, as applicable, and their respective officers, directors, employees and agents (each, with respect to this SectionSection 3.4(b), an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, the acceptance of or performance by the Servicer of the trusts and duties contained in this AgreementServicing Supplement, except to the extent that such cost, expense, loss, damage, claim or liability liability: (i) is due to the willful misconduct, negligence or bad faith of the Indemnified Person or Person, (ii) in the case of the Administrative AgentOwner Trustee, arises from the Administrative AgentOwner Trustee’s breach of any of its representations or warranties set forth in the Collateral Agency AgreementTrust Agreement or (iii) in the case of the Indenture Trustee, arises from the Indenture Trustee’s breach of any of its representations and warranties set forth in the Indenture. (dc) The Servicer, as custodian of the Lease Files, will indemnify the Titling Trustee, each Covered Party and their respective officers, directors, employees and agents (each, with respect to this Section, an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, any improper or negligent act or omission relating In addition to the maintenance and custody by Indemnified Parties included in the Servicer or one of its custodians as custodian of the Lease Files. (e) Promptly upon receipt by an Indemnified Person of notice of the commencement of any Proceeding against any such Indemnified Person, if such Indemnified Person intends to make a claim in respect of such Proceeding against the Servicer under Sections 3.03(b), 3.03(c) or 3.03(d), as the case may be, such Indemnified Person will notify the Servicer of the commencement of such Proceeding. Failure by an Indemnified Person to so notify the Servicer will not relieve the Servicer of its obligations under this Section; provided, that the Servicer has not been materially prejudiced by such failure to notify. The Servicer may participate in and assume the defense and settlement of any such Proceeding at its expense, and no settlement of such Proceeding may be made without the approval of the Servicer and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The Servicer’s indemnification obligations will include reasonable fees and expenses of counsel and expenses of litigation. After notice from the Servicer to such Indemnified Person of the Servicer’s intention to assume the defense of such Proceeding with counsel reasonably satisfactory to such Indemnified Person, and so long as the Servicer so assumes the defense of such Proceeding in a manner reasonably satisfactory to such Indemnified PersonServicing Agreement, the Servicer will not be liable for any legal expenses of counsel to such indemnify the Issuer, the Owner Trustee and the Indenture Trustee as “Indemnified Person unless there is a conflict between the interests of the Servicer and such Indemnified Person, in which case the Servicer will pay for separate counsel reasonably acceptable to the Servicer and such Indemnified Person. (f) For purposes of this Section, if the Servicer’s rights and obligations as Servicer are terminated Parties” pursuant to Sections 8.013.3(b), 8.02 or 8.03(c), the Servicer nevertheless will be deemed to continue to be the Servicer under this Agreement and any related Servicing Supplement pending appointment of a successor Servicer pursuant to Section 8.04. (gd) The Servicer’s obligations under this Section, with respect to the period such Person was (or was deemed to be) the Servicer, will survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Administrative Agent or the Collateral Agent. If the Servicer makes any indemnity payments to any Indemnified Person pursuant to this Section, (i) the Servicer will be subrogated to any rights of such Indemnified Person to recover such amount from any other Person and (ii) if such Indemnified Person thereafter collects any of such amounts from any other Person, such Indemnified Person will promptly repay such amounts to the Servicer, without interestServicing Agreement.

Liability of the Servicer; Indemnities. (a) The Servicer will be liable under this Agreement only to indemnify, defend and hold harmless the extent Covered Parties and the Holder of the obligations specifically undertaken Daimler Retail Specified Interest Certificate (each, with respect to this subsection, an “Indemnified Person”) in accordance with Section 3.03(b) of the Basic Servicing Agreement, as well as from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of the Servicer’s willful misconduct, negligence or bad faith or resulting from the use, ownership or operation by it under this Agreement and under the Servicer or any related Servicing Supplementof its Affiliates of a 2016-A Vehicle. (b) The Servicer will indemnify, defend and hold harmless the Titling TrusteeTrust, each Covered Party the Collateral Agent, the Securities Intermediary, the Administrative Agent, the Trustees and their respective officers, directors, employees and agents (each, with respect to this subsection, an “Indemnified Person”) from and against: (i) any and all taxes that may be asserted against any such Person with respect to the transactions contemplated in the Basic Documents or in any Servicing Supplement, including any sales, gross receipts, general corporation, personal property, privilege or license taxes (excluding U.S. federal, State or local income taxes or franchise taxes arising out of the transactions contemplated by the Basic Documents or any Servicing Supplement) and costs and expenses of defending against the same; and (ii) any and all costs, expenses, losses, damages, claims and liabilities arising out of, or imposed upon any such Person through (A) the Servicer’s willful misconduct, negligence or bad faith in the performance of its duties under any Servicer Basic Document or any Servicing Supplement or (B) the Servicer’s reckless disregard of its obligations and duties under any Servicer Basic Document or any Servicing Supplement. (c) The Servicer will indemnify, defend and hold harmless the Administrative Agent and the Collateral Agent, as applicable, and their respective officers, directors, employees and agents (each, with respect to this Section, an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, the acceptance of or performance by the Servicer of the trusts and duties contained in this Agreement2016-A Servicing Supplement, except to the extent that any such cost, expense, loss, damage, claim or liability (i) is due to the willful misconduct, negligence or bad faith of the Indemnified Person or (ii) in the case of the Administrative Agenteither Trustee, arises from the Administrative Agentsuch Trustee’s breach of any of its representations or warranties set forth in the Collateral Agency Agreement. (d) The ServicerTrust Agreement or the Indenture, as custodian of the Lease Files, will indemnify the Titling Trustee, each Covered Party and their respective officers, directors, employees and agents case may be (each, with respect to this Section, an “Indemnified Person”) from and against including any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, with any improper or negligent act or omission relating to the maintenance and custody legal action by the Servicer or one of Indenture Trustee to enforce remedies against the Servicer, including its custodians as custodian of the Lease Filesindemnification obligations, under this Agreement). (ec) Promptly upon receipt by an In addition to the Indemnified Person of notice of Parties included in the commencement of any Proceeding against any such Indemnified Person, if such Indemnified Person intends to make a claim in respect of such Proceeding against the Servicer under Sections 3.03(b), 3.03(c) or 3.03(d), as the case may be, such Indemnified Person will notify the Servicer of the commencement of such Proceeding. Failure by an Indemnified Person to so notify the Servicer will not relieve the Servicer of its obligations under this Section; provided, that the Servicer has not been materially prejudiced by such failure to notify. The Servicer may participate in and assume the defense and settlement of any such Proceeding at its expense, and no settlement of such Proceeding may be made without the approval of the Servicer and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The Servicer’s indemnification obligations will include reasonable fees and expenses of counsel and expenses of litigation. After notice from the Servicer to such Indemnified Person of the Servicer’s intention to assume the defense of such Proceeding with counsel reasonably satisfactory to such Indemnified Person, and so long as the Servicer so assumes the defense of such Proceeding in a manner reasonably satisfactory to such Indemnified PersonBasic Servicing Agreement, the Servicer will not be liable for any legal expenses of counsel treat the Issuer and each Trustee as “Indemnified Persons” pursuant to such Indemnified Person unless there is a conflict between the interests of the Servicer and such Indemnified PersonSections 3.03(d), in which case the Servicer will pay for separate counsel reasonably acceptable to the Servicer and such Indemnified Person. (e), (f) For purposes of this Section, if the Servicer’s rights and obligations as Servicer are terminated pursuant to Sections 8.01, 8.02 or 8.03, the Servicer nevertheless will be deemed to continue to be the Servicer under this Agreement and any related Servicing Supplement pending appointment of a successor Servicer pursuant to Section 8.04. (g) The Servicer’s obligations under this Section, with respect to the period such Person was (or was deemed to be) the Servicer, will survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Administrative Agent or the Collateral Agent. If the Servicer makes any indemnity payments to any Indemnified Person pursuant to this Section, (i) the Servicer will be subrogated to any rights of such Indemnified Person to recover such amount from any other Person and (ii) if such Indemnified Person thereafter collects any of such amounts from any other Person, such Indemnified Person will promptly repay such amounts to the Servicer, without interestBasic Servicing Agreement.

Liability of the Servicer; Indemnities. (a) The Servicer will be liable under this Agreement only to indemnify, defend and hold harmless the extent Covered Parties and the Holder of the obligations specifically undertaken Daimler Retail Specified Interest Certificate (each, with respect to this subsection, an “Indemnified Person”) in accordance with Section 3.03(b) of the Basic Servicing Agreement, as well as from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of the Servicer’s willful misconduct, negligence or bad faith or resulting from the use, ownership or operation by it under this Agreement and under the Servicer or any related Servicing Supplementof its Affiliates of a 2019-B Vehicle. (b) The Servicer will indemnify, defend and hold harmless the Titling TrusteeTrust, each Covered Party the Collateral Agent, the Securities Intermediary, the Administrative Agent, the Trustees and their respective officers, directors, employees and agents (each, with respect to this subsection, an “Indemnified Person”) from and against: (i) any and all taxes that may be asserted against any such Person with respect to the transactions contemplated in the Basic Documents or in any Servicing Supplement, including any sales, gross receipts, general corporation, personal property, privilege or license taxes (excluding U.S. federal, State or local income taxes or franchise taxes arising out of the transactions contemplated by the Basic Documents or any Servicing Supplement) and costs and expenses of defending against the same; and (ii) any and all costs, expenses, losses, damages, claims and liabilities arising out of, or imposed upon any such Person through (A) the Servicer’s willful misconduct, negligence or bad faith in the performance of its duties under any Servicer Basic Document or any Servicing Supplement or (B) the Servicer’s reckless disregard of its obligations and duties under any Servicer Basic Document or any Servicing Supplement. (c) The Servicer will indemnify, defend and hold harmless the Administrative Agent and the Collateral Agent, as applicable, and their respective officers, directors, employees and agents (each, with respect to this Section, an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, the acceptance of or performance by the Servicer of the trusts and duties contained in this Agreement2019-B Servicing Supplement, except to the extent that any such cost, expense, loss, damage, claim or liability (i) is due to the willful misconduct, negligence or bad faith of the Indemnified Person or (ii) in the case of the Administrative Agenteither Trustee, arises from the Administrative Agentsuch Trustee’s breach of any of its representations or warranties set forth in the Collateral Agency Agreement. (d) The ServicerTrust Agreement or the Indenture, as custodian of the Lease Files, will indemnify the Titling Trustee, each Covered Party and their respective officers, directors, employees and agents case may be (each, with respect to this Section, an “Indemnified Person”) from and against including any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, with any improper or negligent act or omission relating to the maintenance and custody legal action by the Servicer Indenture Trustee or one of the Securities Intermediary to enforce remedies against the Servicer, including its custodians as custodian of the Lease Filesindemnification obligations, under this Agreement). (ec) Promptly upon receipt by an In addition to the Indemnified Person of notice of Parties included in the commencement of any Proceeding against any such Indemnified Person, if such Indemnified Person intends to make a claim in respect of such Proceeding against the Servicer under Sections 3.03(b), 3.03(c) or 3.03(d), as the case may be, such Indemnified Person will notify the Servicer of the commencement of such Proceeding. Failure by an Indemnified Person to so notify the Servicer will not relieve the Servicer of its obligations under this Section; provided, that the Servicer has not been materially prejudiced by such failure to notify. The Servicer may participate in and assume the defense and settlement of any such Proceeding at its expense, and no settlement of such Proceeding may be made without the approval of the Servicer and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The Servicer’s indemnification obligations will include reasonable fees and expenses of counsel and expenses of litigation. After notice from the Servicer to such Indemnified Person of the Servicer’s intention to assume the defense of such Proceeding with counsel reasonably satisfactory to such Indemnified Person, and so long as the Servicer so assumes the defense of such Proceeding in a manner reasonably satisfactory to such Indemnified PersonBasic Servicing Agreement, the Servicer will not be liable for any legal expenses of counsel treat the Issuer and each Trustee as “Indemnified Persons” pursuant to such Indemnified Person unless there is a conflict between the interests Sections 3.03(d), (e), (f) and (g) of the Servicer and such Indemnified Person, in which case the Servicer will pay for separate counsel reasonably acceptable to the Servicer and such Indemnified PersonBasic Servicing Agreement. (fd) For purposes The provisions of this Section, if the Servicer’s rights and obligations as Servicer are terminated pursuant to Sections 8.01, 8.02 or 8.03, the Servicer nevertheless will be deemed to continue to be the Servicer under this Agreement and any related Servicing Supplement pending appointment of a successor Servicer pursuant to Section 8.04. (g) The Servicer’s obligations under this Section, with respect to the period such Person was (or was deemed to be) the Servicer, will 3.04 shall survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Administrative Agent or the Collateral Agent. If the Servicer makes any indemnity payments to any Indemnified Person pursuant to this Section, (i) the Servicer will be subrogated to any rights of such Indemnified Person to recover such amount from any other Person and (ii) if such Indemnified Person thereafter collects any of such amounts from any other Person, such Indemnified Person will promptly repay such amounts to the Servicer, without interest2019-B Servicing Supplement.

Liability of the Servicer; Indemnities. (a) The Servicer will be liable under this Agreement only to indemnify, defend and hold harmless the extent Covered Parties and the Holder of the obligations specifically undertaken Daimler Retail Specified Interest Certificate (each, with respect to this subsection, an “Indemnified Person”) in accordance with Section 3.03(b) of the Basic Servicing Agreement, as well as from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of the Servicer’s willful misconduct, negligence or bad faith or resulting from the use, ownership or operation by it under this Agreement and under the Servicer or any related Servicing Supplementof its Affiliates of a 2020-A Vehicle. (b) The Servicer will indemnify, defend and hold harmless the Titling TrusteeTrust, each Covered Party the Collateral Agent, the Securities Intermediary, the Administrative Agent, the Trustees and their respective officers, directors, employees and agents (each, with respect to this subsection, an “Indemnified Person”) from and against: (i) any and all taxes that may be asserted against any such Person with respect to the transactions contemplated in the Basic Documents or in any Servicing Supplement, including any sales, gross receipts, general corporation, personal property, privilege or license taxes (excluding U.S. federal, State or local income taxes or franchise taxes arising out of the transactions contemplated by the Basic Documents or any Servicing Supplement) and costs and expenses of defending against the same; and (ii) any and all costs, expenses, losses, damages, claims and liabilities arising out of, or imposed upon any such Person through (A) the Servicer’s willful misconduct, negligence or bad faith in the performance of its duties under any Servicer Basic Document or any Servicing Supplement or (B) the Servicer’s reckless disregard of its obligations and duties under any Servicer Basic Document or any Servicing Supplement. (c) The Servicer will indemnify, defend and hold harmless the Administrative Agent and the Collateral Agent, as applicable, and their respective officers, directors, employees and agents (each, with respect to this Section, an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, the acceptance of or performance by the Servicer of the trusts and duties contained in this Agreement2020-A Servicing Supplement, except to the extent that any such cost, expense, loss, damage, claim or liability (i) is due to the willful misconduct, negligence or bad faith of the Indemnified Person or (ii) in the case of the Administrative Agenteither Trustee, arises from the Administrative Agentsuch Trustee’s breach of any of its representations or warranties set forth in the Collateral Agency Agreement. (d) The ServicerTrust Agreement or the Indenture, as custodian of the Lease Files, will indemnify the Titling Trustee, each Covered Party and their respective officers, directors, employees and agents case may be (each, with respect to this Section, an “Indemnified Person”) from and against including any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, with any improper or negligent act or omission relating to the maintenance and custody legal action by the Servicer Indenture Trustee or one of the Securities Intermediary to enforce remedies against the Servicer, including its custodians as custodian of the Lease Filesindemnification obligations, under this Agreement). (ec) Promptly upon receipt by an In addition to the Indemnified Person of notice of Parties included in the commencement of any Proceeding against any such Indemnified Person, if such Indemnified Person intends to make a claim in respect of such Proceeding against the Servicer under Sections 3.03(b), 3.03(c) or 3.03(d), as the case may be, such Indemnified Person will notify the Servicer of the commencement of such Proceeding. Failure by an Indemnified Person to so notify the Servicer will not relieve the Servicer of its obligations under this Section; provided, that the Servicer has not been materially prejudiced by such failure to notify. The Servicer may participate in and assume the defense and settlement of any such Proceeding at its expense, and no settlement of such Proceeding may be made without the approval of the Servicer and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The Servicer’s indemnification obligations will include reasonable fees and expenses of counsel and expenses of litigation. After notice from the Servicer to such Indemnified Person of the Servicer’s intention to assume the defense of such Proceeding with counsel reasonably satisfactory to such Indemnified Person, and so long as the Servicer so assumes the defense of such Proceeding in a manner reasonably satisfactory to such Indemnified PersonBasic Servicing Agreement, the Servicer will not be liable for any legal expenses of counsel treat the Issuer and each Trustee as “Indemnified Persons” pursuant to such Indemnified Person unless there is a conflict between the interests Sections 3.03(d), (e), (f) and (g) of the Servicer and such Indemnified Person, in which case the Servicer will pay for separate counsel reasonably acceptable to the Servicer and such Indemnified PersonBasic Servicing Agreement. (fd) For purposes The provisions of this Section, if the Servicer’s rights and obligations as Servicer are terminated pursuant to Sections 8.01, 8.02 or 8.03, the Servicer nevertheless will be deemed to continue to be the Servicer under this Agreement and any related Servicing Supplement pending appointment of a successor Servicer pursuant to Section 8.04. (g) The Servicer’s obligations under this Section, with respect to the period such Person was (or was deemed to be) the Servicer, will 3.04 shall survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Administrative Agent or the Collateral Agent. If the Servicer makes any indemnity payments to any Indemnified Person pursuant to this Section, (i) the Servicer will be subrogated to any rights of such Indemnified Person to recover such amount from any other Person and (ii) if such Indemnified Person thereafter collects any of such amounts from any other Person, such Indemnified Person will promptly repay such amounts to the Servicer, without interest2020-A Servicing Supplement.

Liability of the Servicer; Indemnities. (a) The Servicer will be liable under this Agreement only to indemnify, defend and hold harmless the extent Covered Parties and the Holder of the obligations specifically undertaken Daimler Retail Specified Interest Certificate (each, with respect to this subsection, an “Indemnified Person”) in accordance with Section 3.03(b) of the Basic Servicing Agreement, as well as from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of the Servicer’s willful misconduct, negligence or bad faith or resulting from the use, ownership or operation by it under this Agreement and under the Servicer or any related Servicing Supplementof its Affiliates of a 2018-B Vehicle. (b) The Servicer will indemnify, defend and hold harmless the Titling TrusteeTrust, each Covered Party the Collateral Agent, the Securities Intermediary, the Administrative Agent, the Trustees and their respective officers, directors, employees and agents (each, with respect to this subsection, an “Indemnified Person”) from and against: (i) any and all taxes that may be asserted against any such Person with respect to the transactions contemplated in the Basic Documents or in any Servicing Supplement, including any sales, gross receipts, general corporation, personal property, privilege or license taxes (excluding U.S. federal, State or local income taxes or franchise taxes arising out of the transactions contemplated by the Basic Documents or any Servicing Supplement) and costs and expenses of defending against the same; and (ii) any and all costs, expenses, losses, damages, claims and liabilities arising out of, or imposed upon any such Person through (A) the Servicer’s willful misconduct, negligence or bad faith in the performance of its duties under any Servicer Basic Document or any Servicing Supplement or (B) the Servicer’s reckless disregard of its obligations and duties under any Servicer Basic Document or any Servicing Supplement. (c) The Servicer will indemnify, defend and hold harmless the Administrative Agent and the Collateral Agent, as applicable, and their respective officers, directors, employees and agents (each, with respect to this Section, an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, the acceptance of or performance by the Servicer of the trusts and duties contained in this Agreement2018-B Servicing Supplement, except to the extent that any such cost, expense, loss, damage, claim or liability (i) is due to the willful misconduct, negligence or bad faith of the Indemnified Person or (ii) in the case of the Administrative Agenteither Trustee, arises from the Administrative Agentsuch Trustee’s breach of any of its representations or warranties set forth in the Collateral Agency Agreement. (d) The ServicerTrust Agreement or the Indenture, as custodian of the Lease Files, will indemnify the Titling Trustee, each Covered Party and their respective officers, directors, employees and agents case may be (each, with respect to this Section, an “Indemnified Person”) from and against including any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, with any improper or negligent act or omission relating to the maintenance and custody legal action by the Servicer Indenture Trustee or one of the Securities Intermediary to enforce remedies against the Servicer, including its custodians as custodian of the Lease Filesindemnification obligations, under this Agreement). (ec) Promptly upon receipt by an In addition to the Indemnified Person of notice of Parties included in the commencement of any Proceeding against any such Indemnified Person, if such Indemnified Person intends to make a claim in respect of such Proceeding against the Servicer under Sections 3.03(b), 3.03(c) or 3.03(d), as the case may be, such Indemnified Person will notify the Servicer of the commencement of such Proceeding. Failure by an Indemnified Person to so notify the Servicer will not relieve the Servicer of its obligations under this Section; provided, that the Servicer has not been materially prejudiced by such failure to notify. The Servicer may participate in and assume the defense and settlement of any such Proceeding at its expense, and no settlement of such Proceeding may be made without the approval of the Servicer and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The Servicer’s indemnification obligations will include reasonable fees and expenses of counsel and expenses of litigation. After notice from the Servicer to such Indemnified Person of the Servicer’s intention to assume the defense of such Proceeding with counsel reasonably satisfactory to such Indemnified Person, and so long as the Servicer so assumes the defense of such Proceeding in a manner reasonably satisfactory to such Indemnified PersonBasic Servicing Agreement, the Servicer will not be liable for any legal expenses of counsel treat the Issuer and each Trustee as “Indemnified Persons” pursuant to such Indemnified Person unless there is a conflict between the interests Sections 3.03(d), (e), (f) and (g) of the Servicer and such Indemnified Person, in which case the Servicer will pay for separate counsel reasonably acceptable to the Servicer and such Indemnified PersonBasic Servicing Agreement. (fd) For purposes The provisions of this Section, if the Servicer’s rights and obligations as Servicer are terminated pursuant to Sections 8.01, 8.02 or 8.03, the Servicer nevertheless will be deemed to continue to be the Servicer under this Agreement and any related Servicing Supplement pending appointment of a successor Servicer pursuant to Section 8.04. (g) The Servicer’s obligations under this Section, with respect to the period such Person was (or was deemed to be) the Servicer, will 3.04 shall survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Administrative Agent or the Collateral Agent. If the Servicer makes any indemnity payments to any Indemnified Person pursuant to this Section, (i) the Servicer will be subrogated to any rights of such Indemnified Person to recover such amount from any other Person and (ii) if such Indemnified Person thereafter collects any of such amounts from any other Person, such Indemnified Person will promptly repay such amounts to the Servicer, without interest2018-B Servicing Supplement.

Liability of the Servicer; Indemnities. (a) The Servicer will be liable under this Agreement only to indemnify, defend and hold harmless each Titling Company, the extent Holders of the obligations specifically undertaken by it under Collateral Specified Interest Certificates, the Administrative Agent, the Collateral Agent, the Lender, the Indenture Trustee and the 2012-A Exchange Noteholder (each, with respect to this Section 3.4(a), an “Indemnified Person”) in accordance with Section 3.3 of the Servicing Agreement as well as from and under against any related Servicing Supplementand all costs, expenses, losses, damages, claims and liabilities, arising out of the Servicer’s willful misconduct, bad faith or negligence. (b) The Servicer will indemnify, defend and hold harmless the Titling TrusteeIssuer, each Covered Party and their respective officers, directors, employees and agents (each, with respect to this subsection, an “Indemnified Person”) from and against: (i) any and all taxes that may be asserted against any such Person with respect to the transactions contemplated in the Basic Documents or in any Servicing Supplement, including any sales, gross receipts, general corporation, personal property, privilege or license taxes (excluding U.S. federal, State or local income taxes or franchise taxes arising out of the transactions contemplated by the Basic Documents or any Servicing Supplement) and costs and expenses of defending against the same; and (ii) any and all costs, expenses, losses, damages, claims and liabilities arising out of, or imposed upon any such Person through (A) the Servicer’s willful misconduct, negligence or bad faith in the performance of its duties under any Servicer Basic Document or any Servicing Supplement or (B) the Servicer’s reckless disregard of its obligations and duties under any Servicer Basic Document or any Servicing Supplement. (c) The Servicer will indemnify, defend and hold harmless the Administrative Agent and the Collateral Agent, the Administrative Agent, the Owner Trustee and the Indenture Trustee, as applicable, and their respective officers, directors, employees and agents (each, with respect to this SectionSection 3.4(b), an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, the acceptance of or performance by the Servicer of the trusts and duties contained in this AgreementServicing Supplement, except to the extent that such cost, expense, loss, damage, claim or liability liability: (i) is due to the willful misconduct, negligence or bad faith or negligence of the Indemnified Person or Person, (ii) in the case of the Administrative AgentOwner Trustee, arises from the Administrative AgentOwner Trustee’s breach of any of its representations or warranties set forth in the Collateral Agency AgreementTrust Agreement or (iii) in the case of the Indenture Trustee, arises from the Indenture Trustee’s breach of any of its representations and warranties set forth in the Indenture. (dc) The Servicer, as custodian of the Lease Files, will indemnify the Titling Trustee, each Covered Party and their respective officers, directors, employees and agents (each, with respect to this Section, an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, any improper or negligent act or omission relating In addition to the maintenance and custody by Indemnified Parties included in the Servicer or one of its custodians as custodian of the Lease Files. (e) Promptly upon receipt by an Indemnified Person of notice of the commencement of any Proceeding against any such Indemnified Person, if such Indemnified Person intends to make a claim in respect of such Proceeding against the Servicer under Sections 3.03(b), 3.03(c) or 3.03(d), as the case may be, such Indemnified Person will notify the Servicer of the commencement of such Proceeding. Failure by an Indemnified Person to so notify the Servicer will not relieve the Servicer of its obligations under this Section; provided, that the Servicer has not been materially prejudiced by such failure to notify. The Servicer may participate in and assume the defense and settlement of any such Proceeding at its expense, and no settlement of such Proceeding may be made without the approval of the Servicer and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The Servicer’s indemnification obligations will include reasonable fees and expenses of counsel and expenses of litigation. After notice from the Servicer to such Indemnified Person of the Servicer’s intention to assume the defense of such Proceeding with counsel reasonably satisfactory to such Indemnified Person, and so long as the Servicer so assumes the defense of such Proceeding in a manner reasonably satisfactory to such Indemnified PersonServicing Agreement, the Servicer will not be liable for any legal expenses of counsel to such indemnify the Issuer, the Owner Trustee and the Indenture Trustee as “Indemnified Person unless there is a conflict between the interests of the Servicer and such Indemnified Person, in which case the Servicer will pay for separate counsel reasonably acceptable to the Servicer and such Indemnified Person. (f) For purposes of this Section, if the Servicer’s rights and obligations as Servicer are terminated Parties” pursuant to Sections 8.013.3(b), 8.02 or 8.03(c), the Servicer nevertheless will be deemed to continue to be the Servicer under this Agreement and any related Servicing Supplement pending appointment of a successor Servicer pursuant to Section 8.04. (gd) The Servicer’s obligations under this Section, with respect to the period such Person was (or was deemed to be) the Servicer, will survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Administrative Agent or the Collateral Agent. If the Servicer makes any indemnity payments to any Indemnified Person pursuant to this Section, (i) the Servicer will be subrogated to any rights of such Indemnified Person to recover such amount from any other Person and (ii) if such Indemnified Person thereafter collects any of such amounts from any other Person, such Indemnified Person will promptly repay such amounts to the Servicer, without interestServicing Agreement.

Liability of the Servicer; Indemnities. (a) The Servicer will be liable under this Agreement only to indemnify, defend and hold harmless the extent Covered Parties and the Holder of the obligations specifically undertaken Daimler Retail Specified Interest Certificate (each, with respect to this subsection, an “Indemnified Person”) in accordance with Section 3.03(b) of the Basic Servicing Agreement, as well as from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of the Servicer’s willful misconduct, negligence or bad faith or resulting from the use, ownership or operation by it under this Agreement and under the Servicer or any related Servicing Supplementof its Affiliates of a 2020-B Vehicle. (b) The Servicer will indemnify, defend and hold harmless the Titling TrusteeTrust, each Covered Party the Collateral Agent, the Securities Intermediary, the Administrative Agent, the Trustees and their respective officers, directors, employees and agents (each, with respect to this subsection, an “Indemnified Person”) from and against: (i) any and all taxes that may be asserted against any such Person with respect to the transactions contemplated in the Basic Documents or in any Servicing Supplement, including any sales, gross receipts, general corporation, personal property, privilege or license taxes (excluding U.S. federal, State or local income taxes or franchise taxes arising out of the transactions contemplated by the Basic Documents or any Servicing Supplement) and costs and expenses of defending against the same; and (ii) any and all costs, expenses, losses, damages, claims and liabilities arising out of, or imposed upon any such Person through (A) the Servicer’s willful misconduct, negligence or bad faith in the performance of its duties under any Servicer Basic Document or any Servicing Supplement or (B) the Servicer’s reckless disregard of its obligations and duties under any Servicer Basic Document or any Servicing Supplement. (c) The Servicer will indemnify, defend and hold harmless the Administrative Agent and the Collateral Agent, as applicable, and their respective officers, directors, employees and agents (each, with respect to this Section, an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, the acceptance of or performance by the Servicer of the trusts and duties contained in this Agreement2020-B Servicing Supplement, except to the extent that any such cost, expense, loss, damage, claim or liability (i) is due to the willful misconduct, negligence or bad faith of the Indemnified Person or (ii) in the case of the Administrative Agenteither Trustee, arises from the Administrative Agentsuch Trustee’s breach of any of its representations or warranties set forth in the Collateral Agency Agreement. (d) The ServicerTrust Agreement or the Indenture, as custodian of the Lease Files, will indemnify the Titling Trustee, each Covered Party and their respective officers, directors, employees and agents case may be (each, with respect to this Section, an “Indemnified Person”) from and against including any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, with any improper or negligent act or omission relating to the maintenance and custody legal action by the Servicer Indenture Trustee or one of the Securities Intermediary to enforce remedies against the Servicer, including its custodians as custodian of the Lease Filesindemnification obligations, under this Agreement). (ec) Promptly upon receipt by an In addition to the Indemnified Person of notice of Parties included in the commencement of any Proceeding against any such Indemnified Person, if such Indemnified Person intends to make a claim in respect of such Proceeding against the Servicer under Sections 3.03(b), 3.03(c) or 3.03(d), as the case may be, such Indemnified Person will notify the Servicer of the commencement of such Proceeding. Failure by an Indemnified Person to so notify the Servicer will not relieve the Servicer of its obligations under this Section; provided, that the Servicer has not been materially prejudiced by such failure to notify. The Servicer may participate in and assume the defense and settlement of any such Proceeding at its expense, and no settlement of such Proceeding may be made without the approval of the Servicer and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The Servicer’s indemnification obligations will include reasonable fees and expenses of counsel and expenses of litigation. After notice from the Servicer to such Indemnified Person of the Servicer’s intention to assume the defense of such Proceeding with counsel reasonably satisfactory to such Indemnified Person, and so long as the Servicer so assumes the defense of such Proceeding in a manner reasonably satisfactory to such Indemnified PersonBasic Servicing Agreement, the Servicer will not be liable for any legal expenses of counsel treat the Issuer and each Trustee as “Indemnified Persons” pursuant to such Indemnified Person unless there is a conflict between the interests Sections 3.03(d), (e), (f) and (g) of the Servicer and such Indemnified Person, in which case the Servicer will pay for separate counsel reasonably acceptable to the Servicer and such Indemnified PersonBasic Servicing Agreement. (fd) For purposes The provisions of this Section, if the Servicer’s rights and obligations as Servicer are terminated pursuant to Sections 8.01, 8.02 or 8.03, the Servicer nevertheless will be deemed to continue to be the Servicer under this Agreement and any related Servicing Supplement pending appointment of a successor Servicer pursuant to Section 8.04. (g) The Servicer’s obligations under this Section, with respect to the period such Person was (or was deemed to be) the Servicer, will 3.04 shall survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Administrative Agent or the Collateral Agent. If the Servicer makes any indemnity payments to any Indemnified Person pursuant to this Section, (i) the Servicer will be subrogated to any rights of such Indemnified Person to recover such amount from any other Person and (ii) if such Indemnified Person thereafter collects any of such amounts from any other Person, such Indemnified Person will promptly repay such amounts to the Servicer, without interest2020-B Servicing Supplement.

Liability of the Servicer; Indemnities. (a) The Servicer will be liable under this Agreement only to indemnify, defend and hold harmless the extent Covered Parties and the Holder of the obligations specifically undertaken [Daimler] Retail Specified Interest Certificate (each, with respect to this subsection, an “Indemnified Person”) in accordance with Section 3.03(b) of the Basic Servicing Agreement, as well as from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of the Servicer’s willful misconduct, negligence or bad faith or resulting from the use, ownership or operation by it under this Agreement and under the Servicer or any related Servicing Supplementof its Affiliates of a 20[__]-[_] Vehicle. (b) The Servicer will indemnify, defend and hold harmless the Titling TrusteeTrust, each Covered Party the Collateral Agent, the Securities Intermediary, the Administrative Agent, the Trustees and their respective officers, directors, employees and agents (each, with respect to this subsection, an “Indemnified Person”) from and against: (i) any and all taxes that may be asserted against any such Person with respect to the transactions contemplated in the Basic Documents or in any Servicing Supplement, including any sales, gross receipts, general corporation, personal property, privilege or license taxes (excluding U.S. federal, State or local income taxes or franchise taxes arising out of the transactions contemplated by the Basic Documents or any Servicing Supplement) and costs and expenses of defending against the same; and (ii) any and all costs, expenses, losses, damages, claims and liabilities arising out of, or imposed upon any such Person through (A) the Servicer’s willful misconduct, negligence or bad faith in the performance of its duties under any Servicer Basic Document or any Servicing Supplement or (B) the Servicer’s reckless disregard of its obligations and duties under any Servicer Basic Document or any Servicing Supplement. (c) The Servicer will indemnify, defend and hold harmless the Administrative Agent and the Collateral Agent, as applicable, and their respective officers, directors, employees and agents (each, with respect to this Section, an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, the acceptance of or performance by the Servicer of the trusts and duties contained in this Agreement20[__]-[_] Servicing Supplement, except to the extent that any such cost, expense, loss, damage, claim or liability (i) is due to the willful misconduct, negligence or bad faith of the Indemnified Person or (ii) in the case of the Administrative Agenteither Trustee, arises from the Administrative Agentsuch Trustee’s breach of any of its representations or warranties set forth in the Collateral Agency Agreement. (d) The ServicerTrust Agreement or the Indenture, as custodian of the Lease Files, will indemnify the Titling Trustee, each Covered Party and their respective officers, directors, employees and agents case may be (each, with respect to this Section, an “Indemnified Person”) from and against including any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, with any improper or negligent act or omission relating to the maintenance and custody legal action by the Servicer Indenture Trustee or one of the Securities Intermediary to enforce remedies against the Servicer, including its custodians as custodian of the Lease Filesindemnification obligations, under this Agreement). (ec) Promptly upon receipt by an In addition to the Indemnified Person of notice of Parties included in the commencement of any Proceeding against any such Indemnified Person, if such Indemnified Person intends to make a claim in respect of such Proceeding against the Servicer under Sections 3.03(b), 3.03(c) or 3.03(d), as the case may be, such Indemnified Person will notify the Servicer of the commencement of such Proceeding. Failure by an Indemnified Person to so notify the Servicer will not relieve the Servicer of its obligations under this Section; provided, that the Servicer has not been materially prejudiced by such failure to notify. The Servicer may participate in and assume the defense and settlement of any such Proceeding at its expense, and no settlement of such Proceeding may be made without the approval of the Servicer and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The Servicer’s indemnification obligations will include reasonable fees and expenses of counsel and expenses of litigation. After notice from the Servicer to such Indemnified Person of the Servicer’s intention to assume the defense of such Proceeding with counsel reasonably satisfactory to such Indemnified Person, and so long as the Servicer so assumes the defense of such Proceeding in a manner reasonably satisfactory to such Indemnified PersonBasic Servicing Agreement, the Servicer will not be liable for any legal expenses of counsel treat the Issuer and each Trustee as “Indemnified Persons” pursuant to such Indemnified Person unless there is a conflict between the interests Sections 3.03(d), (e), (f) and (g) of the Servicer and such Indemnified Person, in which case the Servicer will pay for separate counsel reasonably acceptable to the Servicer and such Indemnified PersonBasic Servicing Agreement. (fd) For purposes The provisions of this Section, if the Servicer’s rights and obligations as Servicer are terminated pursuant to Sections 8.01, 8.02 or 8.03, the Servicer nevertheless will be deemed to continue to be the Servicer under this Agreement and any related Servicing Supplement pending appointment of a successor Servicer pursuant to Section 8.04. (g) The Servicer’s obligations under this Section, with respect to the period such Person was (or was deemed to be) the Servicer, will 3.04 shall survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Administrative Agent or the Collateral Agent. If the Servicer makes any indemnity payments to any Indemnified Person pursuant to this Section, (i) the Servicer will be subrogated to any rights of such Indemnified Person to recover such amount from any other Person and (ii) if such Indemnified Person thereafter collects any of such amounts from any other Person, such Indemnified Person will promptly repay such amounts to the Servicer, without interest20[__]-[_] Servicing Supplement.

Liability of the Servicer; Indemnities. (a) The -------------------------------------- Servicer will shall be liable under this Agreement in accordance herewith only to the extent of the obligations specifically undertaken by it the Servicer under this Agreement and under any related Servicing Supplementshall have no other obligations or liabilities hereunder. (b) The Servicer will shall indemnify, defend and hold harmless the Titling TrusteeTrustees, each Covered Party and their respective directors, officers, directors, employees and agents (eachagents, with respect to this subsectionthe Trust, an “Indemnified Person”) from and against: (i) any and all taxes that may be asserted against any such Person with respect to the transactions contemplated in the Basic Documents or in any Servicing Supplement, including any sales, gross receipts, general corporation, personal property, privilege or license taxes (excluding U.S. federal, State or local income taxes or franchise taxes arising out of the transactions contemplated by the Basic Documents or any Servicing Supplement) and costs and expenses of defending against the same; and (ii) any and all costs, expenses, losses, damages, claims and liabilities arising out of, or imposed upon any such Person through (A) the Servicer’s willful misconduct, negligence or bad faith in the performance of its duties under any Servicer Basic Document or any Servicing Supplement or (B) the Servicer’s reckless disregard of its obligations and duties under any Servicer Basic Document or any Servicing Supplement. (c) The Servicer will indemnify, defend and hold harmless the Administrative Agent and the Collateral Agent, as applicable, and their respective officers, directors, employees and agents (each, with respect to this Section, an “Indemnified Person”) Securityholders from and against any and all costs, expenses, losses, damages, claims and liabilities liabilities, including reasonable fees and expenses of counsel and expenses of litigation, arising out ofof or resulting from the use, ownership, or incurred in connection with, the acceptance of or performance operation by the Servicer or any Affiliate thereof of any Financed Vehicle or in respect of any action taken, or failed to be taken, by the Servicer with respect to any Receivable or other portion of the trusts Trust Property. (c) The Servicer shall indemnify, defend and duties contained in this Agreementhold harmless the Trustees, except their directors, officers, employees and agents, the Trust and the Securityholders from and against any taxes that may at any time be asserted against the Trustees, the Trust or the Securityholders with respect to the extent that such costtransactions contemplated hereby, expenseincluding any sales, lossgross receipts, damagegeneral corporation, claim tangible or liability intangible personal property, privilege, or license taxes (i) is due but not including any taxes asserted with respect to, and as of the date of, the sale, transfer and assignment of the Trust Property to the willful misconduct, negligence Trust or bad faith the issuance and original sale of the Indemnified Person Securities, or (ii) in the case asserted with respect to ownership of the Administrative AgentReceivables or other Trust Property, arises from federal or other income taxes, including franchise taxes measured by net income, arising out of distributions on the Administrative Agent’s breach Securities or any other transactions contemplated by the Basic Documents or transfer taxes arising in connection with transfers of any of its representations or warranties set forth the Securities) and reasonable costs and expenses in defending against the Collateral Agency Agreementsame. (d) The ServicerServicer shall indemnify, as custodian of defend and hold harmless the Lease FilesTrustees, will indemnify the Titling Trusteetheir directors, each Covered Party and their respective officers, directors, employees and agents (eachagents, with respect to this Section, an “Indemnified Person”) the Trust and the Securityholders from and against any and all costs, expenses, losses, claims, damages, claims and liabilities arising liabilities, to the extent that such cost, expense, loss, claim, damage, or liability arose out of, or was imposed upon, or incurred in connection withby, any improper the Trust, the Trustees or negligent act the Securityholders as a result of the willful misfeasance, negligence, or omission relating to the maintenance and custody by bad faith of the Servicer or one in the performance of its custodians as custodian of duties under the Lease FilesBasic Documents. (e) Promptly upon receipt by an Indemnified Person The Servicer (other than the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.2 hereof) shall indemnify, defend and hold harmless the Trustees and their directors, officers, employees and agents, from and against all costs, expenses, losses, claims, damages and liabilities arising out of notice or incurred in connection with (x) in the case of the commencement Owner Trustee, the Indenture Trustee's performance of its duties under the Basic Documents, (y) in the case of the Indenture Trustee, the Owner Trustee's performance of its duties under the Basic Documents or (z) the acceptance, administration or performance by, or action or inaction of, the applicable Trustee of the trusts and duties contained in this Agreement, the Basic Documents, the Indenture (in the case of the Indenture Trustee) and the Trust Agreement (in the case of the Owner Trustee), including the administration of the Trust Property, and in the case of the Indenture Trustee, in the transfer of the servicing duties hereunder to a successor Servicer, except in such case to the extent that such cost, expense, loss, claim, damage or liability: (i) is due to the willful misfeasance, bad faith or negligence of the Person seeking to be indemnified, (ii) to the extent otherwise payable to the Indenture Trustee, arises from the Indenture Trustee's breach of any Proceeding against any such Indemnified Person, if such Indemnified Person intends to make a claim of its representations or warranties in respect of such Proceeding against the Servicer under Sections 3.03(b), 3.03(c) or 3.03(d), as the case may be, such Indemnified Person will notify the Servicer Section 6.13 of the commencement Indenture or (iii) to the extent otherwise payable to the Owner Trustee, arises from the Owner Trustee's breach of such Proceeding. Failure by an Indemnified Person to so notify the Servicer will not relieve the Servicer any of its obligations representations or warranties set forth in Section 6.6 of the Trust Agreement. (f) Indemnification under this Section; provided, that the Servicer has not been materially prejudiced by such failure to notify. The Servicer may participate in and assume the defense and settlement of any such Proceeding at its expense, and no settlement of such Proceeding may be made without the approval of the Servicer and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The Servicer’s indemnification obligations will Section 6.2 shall include reasonable fees and expenses of counsel and expenses of litigation. After notice from the Servicer to such Indemnified Person of the Servicer’s intention to assume the defense of such Proceeding with counsel reasonably satisfactory to such Indemnified Person, and so long as the Servicer so assumes the defense of such Proceeding in a manner reasonably satisfactory to such Indemnified Person, the Servicer will not be liable for any legal expenses of counsel to such Indemnified Person unless there is a conflict between the interests The indemnity obligations of the Servicer and such Indemnified Person, in which case hereunder shall survive any termination of the Servicer will pay for separate counsel reasonably acceptable to the Servicer and such Indemnified Person. (f) For purposes of this Section, if the Servicer’s rights and obligations as Servicer are terminated pursuant to Sections 8.01, 8.02 or 8.03, the Servicer nevertheless will be deemed to continue to be the Servicer under this Agreement and any related Servicing Supplement pending appointment of a successor Servicer pursuant to Section 8.04. (g) The Servicer’s obligations under this Section7.1, but only with respect to obligations arising prior thereto, and any payment of the period such Person was (amount owing under, or was deemed to be) the ServicerRepurchase Amount with respect to, will any Receivable and shall survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement Trust or the earlier removal or resignation or removal of the Administrative Agent Owner Trustee or the Collateral AgentIndenture Trustee. If the Servicer makes shall have made any indemnity payments to any Indemnified Person pursuant to this Section, (i) Section 6.2 and the Servicer will be subrogated to any rights of such Indemnified Person to recover such amount from any other Person and (ii) if such Indemnified Person recipient thereafter collects any of such amounts from any other Personothers, such Indemnified Person will promptly the recipient shall, as soon as practicable upon receipt thereof, repay such amounts to the Servicer, without interest.

Liability of the Servicer; Indemnities. (a) The Servicer will be liable under this Agreement only to indemnify, defend and hold harmless the extent Covered Parties and the Holder of the obligations specifically undertaken Daimler Retail Specified Interest Certificate (each, with respect to this subsection, an “Indemnified Person”) in accordance with Section 3.03(b) of the Basic Servicing Agreement, as well as from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of the Servicer’s willful misconduct, negligence or bad faith or resulting from the use, ownership or operation by it under this Agreement and under the Servicer or any related Servicing Supplementof its Affiliates of a 2014-A Vehicle. (b) The Servicer will indemnify, defend and hold harmless the Titling TrusteeTrust, each Covered Party the Collateral Agent, the Securities Intermediary, the Administrative Agent, the Trustees and their respective officers, directors, employees and agents (each, with respect to this subsection, an “Indemnified Person”) from and against: (i) any and all taxes that may be asserted against any such Person with respect to the transactions contemplated in the Basic Documents or in any Servicing Supplement, including any sales, gross receipts, general corporation, personal property, privilege or license taxes (excluding U.S. federal, State or local income taxes or franchise taxes arising out of the transactions contemplated by the Basic Documents or any Servicing Supplement) and costs and expenses of defending against the same; and (ii) any and all costs, expenses, losses, damages, claims and liabilities arising out of, or imposed upon any such Person through (A) the Servicer’s willful misconduct, negligence or bad faith in the performance of its duties under any Servicer Basic Document or any Servicing Supplement or (B) the Servicer’s reckless disregard of its obligations and duties under any Servicer Basic Document or any Servicing Supplement. (c) The Servicer will indemnify, defend and hold harmless the Administrative Agent and the Collateral Agent, as applicable, and their respective officers, directors, employees and agents (each, with respect to this Section, an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, the acceptance of or performance by the Servicer of the trusts and duties contained in this Agreement2014-A Servicing Supplement, except to the extent that any such cost, expense, loss, damage, claim or liability (i) is due to the willful misconduct, negligence or bad faith of the Indemnified Person or (ii) in the case of the Administrative Agenteither Trustee, arises from the Administrative Agentsuch Trustee’s breach of any of its representations or warranties set forth in the Collateral Agency Agreement. (d) The Servicer, as custodian of Trust Agreement or the Lease Files, will indemnify the Titling Trustee, each Covered Party and their respective officers, directors, employees and agents (each, with respect to this Section, an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, any improper or negligent act or omission relating to the maintenance and custody by the Servicer or one of its custodians as custodian of the Lease Files. (e) Promptly upon receipt by an Indemnified Person of notice of the commencement of any Proceeding against any such Indemnified Person, if such Indemnified Person intends to make a claim in respect of such Proceeding against the Servicer under Sections 3.03(b), 3.03(c) or 3.03(d)Indenture, as the case may be, such . (c) In addition to the Indemnified Person will notify Parties included in the Servicer of the commencement of such Proceeding. Failure by an Indemnified Person to so notify the Servicer will not relieve the Servicer of its obligations under this Section; provided, that the Servicer has not been materially prejudiced by such failure to notify. The Servicer may participate in and assume the defense and settlement of any such Proceeding at its expense, and no settlement of such Proceeding may be made without the approval of the Servicer and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The Servicer’s indemnification obligations will include reasonable fees and expenses of counsel and expenses of litigation. After notice from the Servicer to such Indemnified Person of the Servicer’s intention to assume the defense of such Proceeding with counsel reasonably satisfactory to such Indemnified Person, and so long as the Servicer so assumes the defense of such Proceeding in a manner reasonably satisfactory to such Indemnified PersonBasic Servicing Agreement, the Servicer will not be liable for any legal expenses of counsel treat the Issuer and each Trustee as “Indemnified Persons” pursuant to such Indemnified Person unless there is a conflict between the interests of the Servicer and such Indemnified PersonSections 3.03(d), in which case the Servicer will pay for separate counsel reasonably acceptable to the Servicer and such Indemnified Person. (e), (f) For purposes of this Section, if the Servicer’s rights and obligations as Servicer are terminated pursuant to Sections 8.01, 8.02 or 8.03, the Servicer nevertheless will be deemed to continue to be the Servicer under this Agreement and any related Servicing Supplement pending appointment of a successor Servicer pursuant to Section 8.04. (g) The Servicer’s obligations under this Section, with respect to the period such Person was (or was deemed to be) the Servicer, will survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Administrative Agent or the Collateral Agent. If the Servicer makes any indemnity payments to any Indemnified Person pursuant to this Section, (i) the Servicer will be subrogated to any rights of such Indemnified Person to recover such amount from any other Person and (ii) if such Indemnified Person thereafter collects any of such amounts from any other Person, such Indemnified Person will promptly repay such amounts to the Servicer, without interestBasic Servicing Agreement.

Liability of the Servicer; Indemnities. (a) The Servicer will be liable under this Agreement only to indemnify, defend and hold harmless each Titling Company, the extent Holders of the obligations specifically undertaken by it under Collateral Specified Interest Certificates, the Administrative Agent, the Collateral Agent, the Lender, the Indenture Trustee and the 20__-_ Exchange Noteholder (each, for this Section 3.4(a), an “Indemnified Person”) in accordance with Section 3.3 of the Servicing Agreement as well as from and under against any related Servicing Supplementand all costs, expenses, losses, damages, claims and liabilities, arising out of the Servicer’s willful misconduct, bad faith or negligence. (b) The Servicer will indemnify, defend and hold harmless the Titling TrusteeIssuer, each Covered Party and their respective officers, directors, employees and agents (each, with respect to this subsection, an “Indemnified Person”) from and against: (i) any and all taxes that may be asserted against any such Person with respect to the transactions contemplated in the Basic Documents or in any Servicing Supplement, including any sales, gross receipts, general corporation, personal property, privilege or license taxes (excluding U.S. federal, State or local income taxes or franchise taxes arising out of the transactions contemplated by the Basic Documents or any Servicing Supplement) and costs and expenses of defending against the same; and (ii) any and all costs, expenses, losses, damages, claims and liabilities arising out of, or imposed upon any such Person through (A) the Servicer’s willful misconduct, negligence or bad faith in the performance of its duties under any Servicer Basic Document or any Servicing Supplement or (B) the Servicer’s reckless disregard of its obligations and duties under any Servicer Basic Document or any Servicing Supplement. (c) The Servicer will indemnify, defend and hold harmless the Administrative Agent and the Collateral Agent, the Administrative Agent, the Owner Trustee and the Indenture Trustee, as applicable, and their respective officers, directors, employees and agents (each, with respect to for this SectionSection 3.4(b), an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, the acceptance of or performance by the Servicer of the trusts and duties contained in this AgreementServicing Supplement, except to the extent that such the cost, expense, loss, damage, claim or liability liability: (i) is due to the willful misconduct, negligence or bad faith or negligence of the Indemnified Person or Person, (ii) in the case of the Administrative AgentOwner Trustee, arises from the Administrative AgentOwner Trustee’s breach of any of its representations or warranties set forth in the Collateral Agency AgreementTrust Agreement or (iii) in the case of the Indenture Trustee, arises from the Indenture Trustee’s breach of any of its representations and warranties set forth in the Indenture. (dc) The Servicer, as custodian of the Lease Files, will indemnify the Titling Trustee, each Covered Party and their respective officers, directors, employees and agents (each, with respect to this Section, an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, any improper or negligent act or omission relating In addition to the maintenance and custody by Indemnified Parties included in the Servicer or one of its custodians as custodian of the Lease Files. (e) Promptly upon receipt by an Indemnified Person of notice of the commencement of any Proceeding against any such Indemnified Person, if such Indemnified Person intends to make a claim in respect of such Proceeding against the Servicer under Sections 3.03(b), 3.03(c) or 3.03(d), as the case may be, such Indemnified Person will notify the Servicer of the commencement of such Proceeding. Failure by an Indemnified Person to so notify the Servicer will not relieve the Servicer of its obligations under this Section; provided, that the Servicer has not been materially prejudiced by such failure to notify. The Servicer may participate in and assume the defense and settlement of any such Proceeding at its expense, and no settlement of such Proceeding may be made without the approval of the Servicer and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The Servicer’s indemnification obligations will include reasonable fees and expenses of counsel and expenses of litigation. After notice from the Servicer to such Indemnified Person of the Servicer’s intention to assume the defense of such Proceeding with counsel reasonably satisfactory to such Indemnified Person, and so long as the Servicer so assumes the defense of such Proceeding in a manner reasonably satisfactory to such Indemnified PersonServicing Agreement, the Servicer will not be liable for any legal expenses of counsel to such indemnify the Issuer, the Owner Trustee and the Indenture Trustee as “Indemnified Person unless there is a conflict between the interests Parties” under Sections 3.3(b), (c) and (d) of the Servicer and such Indemnified Person, in which case the Servicer will pay for separate counsel reasonably acceptable to the Servicer and such Indemnified PersonServicing Agreement. (f) For purposes of this Section, if the Servicer’s rights and obligations as Servicer are terminated pursuant to Sections 8.01, 8.02 or 8.03, the Servicer nevertheless will be deemed to continue to be the Servicer under this Agreement and any related Servicing Supplement pending appointment of a successor Servicer pursuant to Section 8.04. (g) The Servicer’s obligations under this Section, with respect to the period such Person was (or was deemed to be) the Servicer, will survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Administrative Agent or the Collateral Agent. If the Servicer makes any indemnity payments to any Indemnified Person pursuant to this Section, (i) the Servicer will be subrogated to any rights of such Indemnified Person to recover such amount from any other Person and (ii) if such Indemnified Person thereafter collects any of such amounts from any other Person, such Indemnified Person will promptly repay such amounts to the Servicer, without interest.

Liability of the Servicer; Indemnities. (a) The Servicer will be liable under this Agreement only to indemnify, defend and hold harmless the extent Covered Parties and the Holder of the obligations specifically undertaken Daimler Retail Specified Interest Certificate (each, with respect to this subsection, an “Indemnified Person”) in accordance with Section 3.03(b) of the Basic Servicing Agreement, as well as from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of the Servicer’s willful misconduct, negligence or bad faith or resulting from the use, ownership or operation by it under this Agreement and under the Servicer or any related Servicing Supplementof its Affiliates of a 2013-B Vehicle. (b) The Servicer will indemnify, defend and hold harmless the Titling TrusteeTrust, each Covered Party the Collateral Agent, the Securities Intermediary, the Administrative Agent, the Trustees and their respective officers, directors, employees and agents (each, with respect to this subsection, an “Indemnified Person”) from and against: (i) any and all taxes that may be asserted against any such Person with respect to the transactions contemplated in the Basic Documents or in any Servicing Supplement, including any sales, gross receipts, general corporation, personal property, privilege or license taxes (excluding U.S. federal, State or local income taxes or franchise taxes arising out of the transactions contemplated by the Basic Documents or any Servicing Supplement) and costs and expenses of defending against the same; and (ii) any and all costs, expenses, losses, damages, claims and liabilities arising out of, or imposed upon any such Person through (A) the Servicer’s willful misconduct, negligence or bad faith in the performance of its duties under any Servicer Basic Document or any Servicing Supplement or (B) the Servicer’s reckless disregard of its obligations and duties under any Servicer Basic Document or any Servicing Supplement. (c) The Servicer will indemnify, defend and hold harmless the Administrative Agent and the Collateral Agent, as applicable, and their respective officers, directors, employees and agents (each, with respect to this Section, an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, the acceptance of or performance by the Servicer of the trusts and duties contained in this Agreement2013-B Servicing Supplement, except to the extent that any such cost, expense, loss, damage, claim or liability (i) is due to the willful misconduct, negligence or bad faith of the Indemnified Person or (ii) in the case of the Administrative Agenteither Trustee, arises from the Administrative Agentsuch Trustee’s breach of any of its representations or warranties set forth in the Collateral Agency Agreement. (d) The Servicer, as custodian of Trust Agreement or the Lease Files, will indemnify the Titling Trustee, each Covered Party and their respective officers, directors, employees and agents (each, with respect to this Section, an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, any improper or negligent act or omission relating to the maintenance and custody by the Servicer or one of its custodians as custodian of the Lease Files. (e) Promptly upon receipt by an Indemnified Person of notice of the commencement of any Proceeding against any such Indemnified Person, if such Indemnified Person intends to make a claim in respect of such Proceeding against the Servicer under Sections 3.03(b), 3.03(c) or 3.03(d)Indenture, as the case may be, such . (c) In addition to the Indemnified Person will notify Parties included in the Servicer of the commencement of such Proceeding. Failure by an Indemnified Person to so notify the Servicer will not relieve the Servicer of its obligations under this Section; provided, that the Servicer has not been materially prejudiced by such failure to notify. The Servicer may participate in and assume the defense and settlement of any such Proceeding at its expense, and no settlement of such Proceeding may be made without the approval of the Servicer and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The Servicer’s indemnification obligations will include reasonable fees and expenses of counsel and expenses of litigation. After notice from the Servicer to such Indemnified Person of the Servicer’s intention to assume the defense of such Proceeding with counsel reasonably satisfactory to such Indemnified Person, and so long as the Servicer so assumes the defense of such Proceeding in a manner reasonably satisfactory to such Indemnified PersonBasic Servicing Agreement, the Servicer will not be liable for any legal expenses of counsel treat the Issuer and each Trustee as “Indemnified Persons” pursuant to such Indemnified Person unless there is a conflict between the interests of the Servicer and such Indemnified PersonSections 3.03(d), in which case the Servicer will pay for separate counsel reasonably acceptable to the Servicer and such Indemnified Person. (e), (f) For purposes of this Section, if the Servicer’s rights and obligations as Servicer are terminated pursuant to Sections 8.01, 8.02 or 8.03, the Servicer nevertheless will be deemed to continue to be the Servicer under this Agreement and any related Servicing Supplement pending appointment of a successor Servicer pursuant to Section 8.04. (g) The Servicer’s obligations under this Section, with respect to the period such Person was (or was deemed to be) the Servicer, will survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Administrative Agent or the Collateral Agent. If the Servicer makes any indemnity payments to any Indemnified Person pursuant to this Section, (i) the Servicer will be subrogated to any rights of such Indemnified Person to recover such amount from any other Person and (ii) if such Indemnified Person thereafter collects any of such amounts from any other Person, such Indemnified Person will promptly repay such amounts to the Servicer, without interestBasic Servicing Agreement.

Liability of the Servicer; Indemnities. (a) The Servicer will be liable under this Agreement only to indemnify, defend and hold harmless the extent Covered Parties and the Holder of the obligations specifically undertaken Daimler Retail Specified Interest Certificate (each, with respect to this subsection, an “Indemnified Person”) in accordance with Section 3.03(b) of the Basic Servicing Agreement, as well as from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of the Servicer’s willful misconduct, negligence or bad faith or resulting from the use, ownership or operation by it under this Agreement and under the Servicer or any related Servicing Supplementof its Affiliates of a 2013-A Vehicle. (b) The Servicer will indemnify, defend and hold harmless the Titling TrusteeTrust, each Covered Party the Collateral Agent, the Securities Intermediary, the Administrative Agent, the Trustees and their respective officers, directors, employees and agents (each, with respect to this subsection, an “Indemnified Person”) from and against: (i) any and all taxes that may be asserted against any such Person with respect to the transactions contemplated in the Basic Documents or in any Servicing Supplement, including any sales, gross receipts, general corporation, personal property, privilege or license taxes (excluding U.S. federal, State or local income taxes or franchise taxes arising out of the transactions contemplated by the Basic Documents or any Servicing Supplement) and costs and expenses of defending against the same; and (ii) any and all costs, expenses, losses, damages, claims and liabilities arising out of, or imposed upon any such Person through (A) the Servicer’s willful misconduct, negligence or bad faith in the performance of its duties under any Servicer Basic Document or any Servicing Supplement or (B) the Servicer’s reckless disregard of its obligations and duties under any Servicer Basic Document or any Servicing Supplement. (c) The Servicer will indemnify, defend and hold harmless the Administrative Agent and the Collateral Agent, as applicable, and their respective officers, directors, employees and agents (each, with respect to this Section, an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, the acceptance of or performance by the Servicer of the trusts and duties contained in this Agreement2013-A Servicing Supplement, except to the extent that any such cost, expense, loss, damage, claim or liability (i) is due to the willful misconduct, negligence or bad faith of the Indemnified Person or (ii) in the case of the Administrative Agenteither Trustee, arises from the Administrative Agentsuch Trustee’s breach of any of its representations or warranties set forth in the Collateral Agency Agreement. (d) The Servicer, as custodian of Trust Agreement or the Lease Files, will indemnify the Titling Trustee, each Covered Party and their respective officers, directors, employees and agents (each, with respect to this Section, an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, any improper or negligent act or omission relating to the maintenance and custody by the Servicer or one of its custodians as custodian of the Lease Files. (e) Promptly upon receipt by an Indemnified Person of notice of the commencement of any Proceeding against any such Indemnified Person, if such Indemnified Person intends to make a claim in respect of such Proceeding against the Servicer under Sections 3.03(b), 3.03(c) or 3.03(d)Indenture, as the case may be, such . (c) In addition to the Indemnified Person will notify Parties included in the Servicer of the commencement of such Proceeding. Failure by an Indemnified Person to so notify the Servicer will not relieve the Servicer of its obligations under this Section; provided, that the Servicer has not been materially prejudiced by such failure to notify. The Servicer may participate in and assume the defense and settlement of any such Proceeding at its expense, and no settlement of such Proceeding may be made without the approval of the Servicer and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The Servicer’s indemnification obligations will include reasonable fees and expenses of counsel and expenses of litigation. After notice from the Servicer to such Indemnified Person of the Servicer’s intention to assume the defense of such Proceeding with counsel reasonably satisfactory to such Indemnified Person, and so long as the Servicer so assumes the defense of such Proceeding in a manner reasonably satisfactory to such Indemnified PersonBasic Servicing Agreement, the Servicer will not be liable for any legal expenses of counsel treat the Issuer and each Trustee as “Indemnified Persons” pursuant to such Indemnified Person unless there is a conflict between the interests of the Servicer and such Indemnified PersonSections 3.03(d), in which case the Servicer will pay for separate counsel reasonably acceptable to the Servicer and such Indemnified Person. (e), (f) For purposes of this Section, if the Servicer’s rights and obligations as Servicer are terminated pursuant to Sections 8.01, 8.02 or 8.03, the Servicer nevertheless will be deemed to continue to be the Servicer under this Agreement and any related Servicing Supplement pending appointment of a successor Servicer pursuant to Section 8.04. (g) The Servicer’s obligations under this Section, with respect to the period such Person was (or was deemed to be) the Servicer, will survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Administrative Agent or the Collateral Agent. If the Servicer makes any indemnity payments to any Indemnified Person pursuant to this Section, (i) the Servicer will be subrogated to any rights of such Indemnified Person to recover such amount from any other Person and (ii) if such Indemnified Person thereafter collects any of such amounts from any other Person, such Indemnified Person will promptly repay such amounts to the Servicer, without interestBasic Servicing Agreement.

Liability of the Servicer; Indemnities. (a) The Servicer will be liable under this Agreement only to indemnify, defend and hold harmless each Titling Company, the extent Holders of the obligations specifically undertaken by it under Collateral Specified Interest Certificates, the Administrative Agent, the Collateral Agent, the Lender, the Indenture Trustee and the 20_-__ Exchange Noteholder (each, with respect to this Section 3.4(a), an “Indemnified Person”) in accordance with Section 3.3 of the Servicing Agreement as well as from and under against any related Servicing Supplementand all costs, expenses, losses, damages, claims and liabilities, arising out of the Servicer’s willful misconduct, negligence or bad faith. (b) The Servicer will indemnify, defend and hold harmless the Titling TrusteeIssuer, each Covered Party and their respective officers, directors, employees and agents (each, with respect to this subsection, an “Indemnified Person”) from and against: (i) any and all taxes that may be asserted against any such Person with respect to the transactions contemplated in the Basic Documents or in any Servicing Supplement, including any sales, gross receipts, general corporation, personal property, privilege or license taxes (excluding U.S. federal, State or local income taxes or franchise taxes arising out of the transactions contemplated by the Basic Documents or any Servicing Supplement) and costs and expenses of defending against the same; and (ii) any and all costs, expenses, losses, damages, claims and liabilities arising out of, or imposed upon any such Person through (A) the Servicer’s willful misconduct, negligence or bad faith in the performance of its duties under any Servicer Basic Document or any Servicing Supplement or (B) the Servicer’s reckless disregard of its obligations and duties under any Servicer Basic Document or any Servicing Supplement. (c) The Servicer will indemnify, defend and hold harmless the Administrative Agent and the Collateral Agent, the Administrative Agent, the Owner Trustee and the Indenture Trustee, as applicable, and their respective officers, directors, employees and agents (each, with respect to this SectionSection 3.4(b), an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, the acceptance of or performance by the Servicer of the trusts and duties contained in this AgreementServicing Supplement, except to the extent that such cost, expense, loss, damage, claim or liability liability: (i) is due to the willful misconduct, negligence or bad faith of the Indemnified Person or Person, (ii) in the case of the Administrative AgentOwner Trustee, arises from the Administrative AgentOwner Trustee’s breach of any of its representations or warranties set forth in the Collateral Agency AgreementTrust Agreement or (iii) in the case of the Indenture Trustee, arises from the Indenture Trustee’s breach of any of its representations and warranties set forth in the Indenture. (dc) The Servicer, as custodian of the Lease Files, will indemnify the Titling Trustee, each Covered Party and their respective officers, directors, employees and agents (each, with respect to this Section, an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, any improper or negligent act or omission relating In addition to the maintenance and custody by Indemnified Parties included in the Servicer or one of its custodians as custodian of the Lease Files. (e) Promptly upon receipt by an Indemnified Person of notice of the commencement of any Proceeding against any such Indemnified Person, if such Indemnified Person intends to make a claim in respect of such Proceeding against the Servicer under Sections 3.03(b), 3.03(c) or 3.03(d), as the case may be, such Indemnified Person will notify the Servicer of the commencement of such Proceeding. Failure by an Indemnified Person to so notify the Servicer will not relieve the Servicer of its obligations under this Section; provided, that the Servicer has not been materially prejudiced by such failure to notify. The Servicer may participate in and assume the defense and settlement of any such Proceeding at its expense, and no settlement of such Proceeding may be made without the approval of the Servicer and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The Servicer’s indemnification obligations will include reasonable fees and expenses of counsel and expenses of litigation. After notice from the Servicer to such Indemnified Person of the Servicer’s intention to assume the defense of such Proceeding with counsel reasonably satisfactory to such Indemnified Person, and so long as the Servicer so assumes the defense of such Proceeding in a manner reasonably satisfactory to such Indemnified PersonServicing Agreement, the Servicer will not be liable for any legal expenses of counsel to such indemnify the Issuer, the Owner Trustee and the Indenture Trustee as “Indemnified Person unless there is a conflict between the interests of the Servicer and such Indemnified Person, in which case the Servicer will pay for separate counsel reasonably acceptable to the Servicer and such Indemnified Person. (f) For purposes of this Section, if the Servicer’s rights and obligations as Servicer are terminated Parties” pursuant to Sections 8.013.3(b), 8.02 or 8.03(c), the Servicer nevertheless will be deemed to continue to be the Servicer under this Agreement and any related Servicing Supplement pending appointment of a successor Servicer pursuant to Section 8.04. (gd) The Servicer’s obligations under this Section, with respect to the period such Person was (or was deemed to be) the Servicer, will survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Administrative Agent or the Collateral Agent. If the Servicer makes any indemnity payments to any Indemnified Person pursuant to this Section, (i) the Servicer will be subrogated to any rights of such Indemnified Person to recover such amount from any other Person and (ii) if such Indemnified Person thereafter collects any of such amounts from any other Person, such Indemnified Person will promptly repay such amounts to the Servicer, without interestServicing Agreement.

Liability of the Servicer; Indemnities. (a) The Servicer will be liable under this Agreement only to the extent of the obligations specifically undertaken by it under this Agreement and under any related Servicing Supplement, as applicable. (b) The Servicer will indemnify, defend and hold harmless each Titling Company, the Titling TrusteeHolders of the Collateral Specified Interest Certificates, the Administrative Agent, the Collateral Agent, the Lender, each Covered Party Exchange Noteholder and their respective officers, directors, employees and agents (each, with respect to this subsectionSection 3.3(b), an “Indemnified Person”) from and against: (i) against any and all taxes that may be asserted against any such Person with respect relating to the transactions contemplated in the Basic Documents or in any Servicing SupplementCollateral Leased Vehicles, including any sales, gross receipts, general corporation, personal property, privilege or license taxes (excluding U.S. federal, State or local income taxes or income, franchise taxes or, if applicable, Michigan Single Business Tax arising out of the transactions contemplated by the Basic Documents or this Agreement, any Servicing SupplementSupplement and the other Basic Documents) and costs and expenses of defending against the same; and (ii) any and all costs, expenses, losses, damages, claims and liabilities arising out of, or imposed upon any such Person through (A) the Servicer’s willful misconduct, negligence or bad faith in the performance of its duties under any Servicer Basic Document or any Servicing Supplement or (B) the Servicer’s reckless disregard of its obligations and duties under any Servicer Basic Document or any Servicing Supplement. (c) The Servicer will indemnify, defend and hold harmless each Titling Company, the Holders of the Collateral Specified Interest Certificates, the Administrative Agent and Agent, the Collateral Agent, the Lender, and such Exchange Noteholder, as applicable, and their respective officers, directors, employees and agents (each, with respect to this SectionSection 3.3(c), an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, the acceptance of or performance by the Servicer of the trusts and duties contained in this Agreement, except to the extent that such cost, expense, loss, damage, claim or liability liability: (i) is due to the willful misconduct, negligence or bad faith of the Indemnified Person or (ii) in the case of the Administrative Agent, arises from the Administrative Agent’s breach of any of its representations or warranties set forth in the Collateral Agency Credit and Security Agreement. (d) The Servicer, as custodian of the Collateral Lease Files, will indemnify the Titling TrusteeHolders of the Collateral Specified Interest Certificates, the Administrative Agent, the Collateral Agent, the Lender, each Covered Party Exchange Noteholder and their respective officers, directors, employees and agents (each, with respect to this SectionSection 3.3(d), an “Indemnified Person”) ), from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, any improper or negligent act or omission relating to the maintenance and custody by the Servicer or one of its custodians as custodian of the Collateral Lease Files. (e) Promptly upon receipt by an Indemnified Person of notice of the commencement of any Proceeding against any such Indemnified Person, and if such Indemnified Person intends to make a claim in respect of such Proceeding against the Servicer under Sections 3.03(bSection 3.3(b), 3.03(cSection 3.3(c) or 3.03(dSection 3.3(d), as the case may be, such Indemnified Person will notify the Servicer of the commencement of such Proceeding. Failure by an the Indemnified Person to so notify the Servicer will not relieve the Servicer of its obligations under this SectionSection 3.3; provided, provided that the Servicer has not been materially prejudiced by such failure to notifyso notify and notice is given within 180 days of the Indemnified Person learning of such Proceeding. The Servicer may participate in and assume the defense and settlement of any such Proceeding at its expense, and no settlement of such Proceeding may be made without the approval of the Servicer and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The Servicer’s indemnification obligations will include reasonable fees and expenses of counsel and expenses of litigation. After notice from the Servicer to such Indemnified Person of the Servicer’s intention to assume the defense of such Proceeding with counsel reasonably satisfactory to such Indemnified Person, and so long as the Servicer so assumes the defense of such Proceeding in a manner reasonably satisfactory to such Indemnified Person, the Servicer will not be liable for any legal expenses of counsel to such Indemnified Person unless there is a conflict between the interests of the Servicer and such Indemnified Person, in which case the Servicer will pay for the separate counsel reasonably acceptable to the Servicer and such Indemnified Person. (f) For purposes of this SectionSection 3.3, if the Servicer’s rights and obligations as Servicer are terminated pursuant to Sections 8.01Section 8.1, 8.02 Section 8.2 or 8.03Section 8.3, the Servicer nevertheless will be deemed to continue to be the Servicer under this Agreement and any related Servicing Supplement pending appointment of a successor Servicer pursuant to Section 8.048.4. (g) The Servicer’s obligations under this Section, Section 3.3 with respect to the period such Person was (or was deemed to be) the Servicer, will survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Administrative Agent or the Collateral Agent. If the Servicer makes any indemnity payments to any Indemnified Person pursuant to this SectionSection 3.3, (i) the Servicer will be subrogated to any rights of such Indemnified Person to recover such amount from any other Person and (ii) if such Indemnified Person thereafter collects any of such amounts from any other Person, such Indemnified Person will promptly repay such amounts to the Servicer, without interest.

Liability of the Servicer; Indemnities. (a) The Servicer will be liable under this Agreement only to indemnify, defend and hold harmless the extent Covered Parties and the Holder of the obligations specifically undertaken Daimler Retail Specified Interest Certificate (each, with respect to this subsection, an “Indemnified Person”) in accordance with Section 3.03(b) of the Basic Servicing Agreement, as well as from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of the Servicer’s willful misconduct, negligence or bad faith or resulting from the use, ownership or operation by it under this Agreement and under the Servicer or any related Servicing Supplement. of its Affiliates of a 2016-B Vehicle. (b) The Servicer will indemnify, defend and hold harmless the Titling TrusteeTrust, each Covered Party the Collateral Agent, the Securities Intermediary, the Administrative Agent, the Trustees and their respective officers, directors, employees and agents (each, with respect to this subsection, an “Indemnified Person”) from and against: (i) any and all taxes that may be asserted against any such Person with respect to the transactions contemplated in the Basic Documents or in any Servicing Supplement, including any sales, gross receipts, general corporation, personal property, privilege or license taxes (excluding U.S. federal, State or local income taxes or franchise taxes arising out of the transactions contemplated by the Basic Documents or any Servicing Supplement) and costs and expenses of defending against the same; and (ii) any and all costs, expenses, losses, damages, claims and liabilities arising out of, or imposed upon any such Person through (A) the Servicer’s willful misconduct, negligence or bad faith in the performance of its duties under any Servicer Basic Document or any Servicing Supplement or (B) the Servicer’s reckless disregard of its obligations and duties under any Servicer Basic Document or any Servicing Supplement. (c) The Servicer will indemnify, defend and hold harmless the Administrative Agent and the Collateral Agent, as applicable, and their respective officers, directors, employees and agents (each, with respect to this Section, an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, the acceptance of or performance by the Servicer of the trusts and duties contained in this Agreement2016-B Servicing Supplement, except to the extent that any such cost, expense, loss, damage, claim or liability (i) is due to the willful misconduct, negligence or bad faith of the Indemnified Person or (ii) in the case of the Administrative Agenteither Trustee, arises from the Administrative Agentsuch Trustee’s breach of any of its representations or warranties set forth in the Collateral Agency Agreement. (d) The ServicerTrust Agreement or the Indenture, as custodian of the Lease Files, will indemnify the Titling Trustee, each Covered Party and their respective officers, directors, employees and agents case may be (each, with respect to this Section, an “Indemnified Person”) from and against including any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, with any improper or negligent act or omission relating to the maintenance and custody legal action by the Servicer 5 Indenture Trustee or one of the Securities Intermediary to enforce remedies against the Servicer, including its custodians as custodian of the Lease Filesindemnification obligations, under this Agreement). (ec) Promptly upon receipt by an In addition to the Indemnified Person of notice of Parties included in the commencement of any Proceeding against any such Indemnified Person, if such Indemnified Person intends to make a claim in respect of such Proceeding against the Servicer under Sections 3.03(b), 3.03(c) or 3.03(d), as the case may be, such Indemnified Person will notify the Servicer of the commencement of such Proceeding. Failure by an Indemnified Person to so notify the Servicer will not relieve the Servicer of its obligations under this Section; provided, that the Servicer has not been materially prejudiced by such failure to notify. The Servicer may participate in and assume the defense and settlement of any such Proceeding at its expense, and no settlement of such Proceeding may be made without the approval of the Servicer and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The Servicer’s indemnification obligations will include reasonable fees and expenses of counsel and expenses of litigation. After notice from the Servicer to such Indemnified Person of the Servicer’s intention to assume the defense of such Proceeding with counsel reasonably satisfactory to such Indemnified Person, and so long as the Servicer so assumes the defense of such Proceeding in a manner reasonably satisfactory to such Indemnified PersonBasic Servicing Agreement, the Servicer will not be liable for any legal expenses of counsel treat the Issuer and each Trustee as “Indemnified Persons” pursuant to such Indemnified Person unless there is a conflict between the interests of the Servicer and such Indemnified PersonSections 3.03(d), in which case the Servicer will pay for separate counsel reasonably acceptable to the Servicer and such Indemnified Person. (e), (f) For purposes of this Section, if the Servicer’s rights and obligations as Servicer are terminated pursuant to Sections 8.01, 8.02 or 8.03, the Servicer nevertheless will be deemed to continue to be the Servicer under this Agreement and any related Servicing Supplement pending appointment of a successor Servicer pursuant to Section 8.04. (g) The Servicer’s obligations under this Section, with respect to the period such Person was (or was deemed to be) the Servicer, will survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Administrative Agent or the Collateral Agent. If the Servicer makes any indemnity payments to any Indemnified Person pursuant to this Section, (i) the Servicer will be subrogated to any rights of such Indemnified Person to recover such amount from any other Person and (ii) if such Indemnified Person thereafter collects any of such amounts from any other Person, such Indemnified Person will promptly repay such amounts to the Servicer, without interestBasic Servicing Agreement.

Liability of the Servicer; Indemnities. (a) The Servicer will be liable under this Agreement only to indemnify, defend and hold harmless the extent Covered Parties and the Holder of the obligations specifically undertaken Daimler Retail Specified Interest Certificate (each, with respect to this subsection, an “Indemnified Person”) in accordance with Section 3.03(b) of the Basic Servicing Agreement, as well as from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of the Servicer’s willful misconduct, negligence or bad faith or resulting from the use, ownership or operation by it under this Agreement and under the Servicer or any related Servicing Supplementof its Affiliates of a 2015-B Vehicle. (b) The Servicer will indemnify, defend and hold harmless the Titling TrusteeTrust, each Covered Party the Collateral Agent, the Securities Intermediary, the Administrative Agent, the Trustees and their respective officers, directors, employees and agents (each, with respect to this subsection, an “Indemnified Person”) from and against: (i) any and all taxes that may be asserted against any such Person with respect to the transactions contemplated in the Basic Documents or in any Servicing Supplement, including any sales, gross receipts, general corporation, personal property, privilege or license taxes (excluding U.S. federal, State or local income taxes or franchise taxes arising out of the transactions contemplated by the Basic Documents or any Servicing Supplement) and costs and expenses of defending against the same; and (ii) any and all costs, expenses, losses, damages, claims and liabilities arising out of, or imposed upon any such Person through (A) the Servicer’s willful misconduct, negligence or bad faith in the performance of its duties under any Servicer Basic Document or any Servicing Supplement or (B) the Servicer’s reckless disregard of its obligations and duties under any Servicer Basic Document or any Servicing Supplement. (c) The Servicer will indemnify, defend and hold harmless the Administrative Agent and the Collateral Agent, as applicable, and their respective officers, directors, employees and agents (each, with respect to this Section, an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, the acceptance of or performance by the Servicer of the trusts and duties contained in this Agreement2015-B Servicing Supplement, except to the extent that any such cost, expense, loss, damage, claim or liability (i) is due to the willful misconduct, negligence or bad faith of the Indemnified Person or (ii) in the case of the Administrative Agenteither Trustee, arises from the Administrative Agentsuch Trustee’s breach of any of its representations or warranties set forth in the Collateral Agency Agreement. (d) The ServicerTrust Agreement or the Indenture, as custodian of the Lease Files, will indemnify the Titling Trustee, each Covered Party and their respective officers, directors, employees and agents case may be (each, with respect to this Section, an “Indemnified Person”) from and against including any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, with any improper or negligent act or omission relating to the maintenance and custody legal action by the Servicer or one of its custodians as custodian of the Lease Files. (e) Promptly upon receipt by an Indemnified Person of notice of the commencement of any Proceeding against any such Indemnified Person, if such Indemnified Person intends Indenture Trustee to make a claim in respect of such Proceeding enforce remedies against the Servicer under Sections 3.03(bthis Agreement), 3.03(c. (c) or 3.03(d), as In addition to the case may be, such Indemnified Person will notify Parties included in the Servicer of the commencement of such Proceeding. Failure by an Indemnified Person to so notify the Servicer will not relieve the Servicer of its obligations under this Section; provided, that the Servicer has not been materially prejudiced by such failure to notify. The Servicer may participate in and assume the defense and settlement of any such Proceeding at its expense, and no settlement of such Proceeding may be made without the approval of the Servicer and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The Servicer’s indemnification obligations will include reasonable fees and expenses of counsel and expenses of litigation. After notice from the Servicer to such Indemnified Person of the Servicer’s intention to assume the defense of such Proceeding with counsel reasonably satisfactory to such Indemnified Person, and so long as the Servicer so assumes the defense of such Proceeding in a manner reasonably satisfactory to such Indemnified PersonBasic Servicing Agreement, the Servicer will not be liable for any legal expenses of counsel to such treat the Issuer and each Trustee as “Indemnified Person unless there is a conflict between the interests of the Servicer and such Indemnified Person, in which case the Servicer will pay for separate counsel reasonably acceptable to the Servicer and such Indemnified Person. (f) For purposes of this Section, if the Servicer’s rights and obligations as Servicer are terminated Persons” pursuant to Sections 8.013.03(d), 8.02 or 8.03, the Servicer nevertheless will be deemed to continue to be the Servicer under this Agreement (e) and any related Servicing Supplement pending appointment of a successor Servicer pursuant to Section 8.04. (g) The Servicer’s obligations under this Section, with respect to the period such Person was (or was deemed to be) the Servicer, will survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Administrative Agent or the Collateral Agent. If the Servicer makes any indemnity payments to any Indemnified Person pursuant to this Section, (i) the Servicer will be subrogated to any rights of such Indemnified Person to recover such amount from any other Person and (ii) if such Indemnified Person thereafter collects any of such amounts from any other Person, such Indemnified Person will promptly repay such amounts to the Servicer, without interestBasic Servicing Agreement.

Liability of the Servicer; Indemnities. (a) The Servicer will be liable under this Agreement only to indemnify, defend and hold harmless the extent Covered Parties and the Holder of the obligations specifically undertaken Daimler Retail Specified Interest Certificate (each, with respect to this subsection, an “Indemnified Person”) in accordance with Section 3.03(b) of the Basic Servicing Agreement, as well as from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of the Servicer’s willful misconduct, negligence or bad faith or resulting from the use, ownership or operation by it under this Agreement and under the Servicer or any related Servicing Supplementof its Affiliates of a 20[__]-[_] Vehicle. (b) The Servicer will indemnify, defend and hold harmless the Titling TrusteeTrust, each Covered Party the Collateral Agent, the Securities Intermediary, the Administrative Agent, the Trustees and their respective officers, directors, employees and agents (each, with respect to this subsection, an “Indemnified Person”) from and against: (i) any and all taxes that may be asserted against any such Person with respect to the transactions contemplated in the Basic Documents or in any Servicing Supplement, including any sales, gross receipts, general corporation, personal property, privilege or license taxes (excluding U.S. federal, State or local income taxes or franchise taxes arising out of the transactions contemplated by the Basic Documents or any Servicing Supplement) and costs and expenses of defending against the same; and (ii) any and all costs, expenses, losses, damages, claims and liabilities arising out of, or imposed upon any such Person through (A) the Servicer’s willful misconduct, negligence or bad faith in the performance of its duties under any Servicer Basic Document or any Servicing Supplement or (B) the Servicer’s reckless disregard of its obligations and duties under any Servicer Basic Document or any Servicing Supplement. (c) The Servicer will indemnify, defend and hold harmless the Administrative Agent and the Collateral Agent, as applicable, and their respective officers, directors, employees and agents (each, with respect to this Section, an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, the acceptance of or performance by the Servicer of the trusts and duties contained in this Agreement20[__]-[_] Servicing Supplement, except to the extent that any such cost, expense, loss, damage, claim or liability (i) is due to the willful misconduct, negligence or bad faith of the Indemnified Person or (ii) in the case of the Administrative Agenteither Trustee, arises from the Administrative Agentsuch Trustee’s breach of any of its representations or warranties set forth in the Collateral Agency Agreement. (d) The ServicerTrust Agreement or the Indenture, as custodian of the Lease Files, will indemnify the Titling Trustee, each Covered Party and their respective officers, directors, employees and agents case may be (each, with respect to this Section, an “Indemnified Person”) from and against including any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, with any improper or negligent act or omission relating to the maintenance and custody legal action by the Servicer Indenture Trustee or one of the Securities Intermediary to enforce remedies against the Servicer, including its custodians as custodian of the Lease Filesindemnification obligations, under this Agreement). (ec) Promptly upon receipt by an In addition to the Indemnified Person of notice of Parties included in the commencement of any Proceeding against any such Indemnified Person, if such Indemnified Person intends to make a claim in respect of such Proceeding against the Servicer under Sections 3.03(b), 3.03(c) or 3.03(d), as the case may be, such Indemnified Person will notify the Servicer of the commencement of such Proceeding. Failure by an Indemnified Person to so notify the Servicer will not relieve the Servicer of its obligations under this Section; provided, that the Servicer has not been materially prejudiced by such failure to notify. The Servicer may participate in and assume the defense and settlement of any such Proceeding at its expense, and no settlement of such Proceeding may be made without the approval of the Servicer and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The Servicer’s indemnification obligations will include reasonable fees and expenses of counsel and expenses of litigation. After notice from the Servicer to such Indemnified Person of the Servicer’s intention to assume the defense of such Proceeding with counsel reasonably satisfactory to such Indemnified Person, and so long as the Servicer so assumes the defense of such Proceeding in a manner reasonably satisfactory to such Indemnified PersonBasic Servicing Agreement, the Servicer will not be liable for any legal expenses of counsel treat the Issuer and each Trustee as “Indemnified Persons” pursuant to such Indemnified Person unless there is a conflict between the interests Sections 3.03(d), (e), (f) and (g) of the Servicer and such Indemnified Person, in which case the Servicer will pay for separate counsel reasonably acceptable to the Servicer and such Indemnified PersonBasic Servicing Agreement. (fd) For purposes The provisions of this Section, if the Servicer’s rights and obligations as Servicer are terminated pursuant to Sections 8.01, 8.02 or 8.03, the Servicer nevertheless will be deemed to continue to be the Servicer under this Agreement and any related Servicing Supplement pending appointment of a successor Servicer pursuant to Section 8.04. (g) The Servicer’s obligations under this Section, with respect to the period such Person was (or was deemed to be) the Servicer, will 3.04 shall survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Administrative Agent or the Collateral Agent. If the Servicer makes any indemnity payments to any Indemnified Person pursuant to this Section, (i) the Servicer will be subrogated to any rights of such Indemnified Person to recover such amount from any other Person and (ii) if such Indemnified Person thereafter collects any of such amounts from any other Person, such Indemnified Person will promptly repay such amounts to the Servicer, without interest20[__]-[_] Servicing Supplement.

Liability of the Servicer; Indemnities. (a) The Servicer will be liable under this Agreement only to indemnify, defend and hold harmless the extent Covered Parties and the Holder of the obligations specifically undertaken Mercedes-Benz Retail Specified Interest Certificate (each, with respect to this subsection, an “Indemnified Person”) in accordance with Section 3.03(b) of the Basic Servicing Agreement, as well as from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of the Servicer’s willful misconduct, negligence or bad faith or resulting from the use, ownership or operation by it under this Agreement and under the Servicer or any related Servicing Supplementof its Affiliates of a 2024-B Vehicle. (b) The Servicer will indemnify, defend and hold harmless the Titling TrusteeTrust, each Covered Party the Collateral Agent, the Securities Intermediary, the Administrative Agent, the Trustees and their respective officers, directors, employees and agents (each, with respect to this subsection, an “Indemnified Person”) from and against: (i) any and all taxes that may be asserted against any such Person with respect to the transactions contemplated in the Basic Documents or in any Servicing Supplement, including any sales, gross receipts, general corporation, personal property, privilege or license taxes (excluding U.S. federal, State or local income taxes or franchise taxes arising out of the transactions contemplated by the Basic Documents or any Servicing Supplement) and costs and expenses of defending against the same; and (ii) any and all costs, expenses, losses, damages, claims and liabilities arising out of, or imposed upon any such Person through (A) the Servicer’s willful misconduct, negligence or bad faith in the performance of its duties under any Servicer Basic Document or any Servicing Supplement or (B) the Servicer’s reckless disregard of its obligations and duties under any Servicer Basic Document or any Servicing Supplement. (c) The Servicer will indemnify, defend and hold harmless the Administrative Agent and the Collateral Agent, as applicable, and their respective officers, directors, employees and agents (each, with respect to this Section, an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, the acceptance of or performance by the Servicer of the trusts and duties contained in this Agreement2024-B Servicing Supplement, except to the extent that any such cost, expense, loss, damage, claim or liability (i) is due to the willful misconduct, negligence or bad faith of the Indemnified Person or (ii) in the case of the Administrative Agenteither Trustee, arises from the Administrative Agentsuch Trustee’s breach of any of its representations or warranties set forth in the Collateral Agency Agreement. (d) The ServicerTrust Agreement or the Indenture, as custodian of the Lease Files, will indemnify the Titling Trustee, each Covered Party and their respective officers, directors, employees and agents case may be (each, with respect to this Section, an “Indemnified Person”) from and against including any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, with any improper or negligent act or omission relating to the maintenance and custody legal action by the Servicer Indenture Trustee or one of the Securities Intermediary to enforce remedies against the Servicer, including its custodians as custodian of the Lease Filesindemnification obligations, under this Agreement). (ec) Promptly upon receipt by an In addition to the Indemnified Person of notice of Parties included in the commencement of any Proceeding against any such Indemnified Person, if such Indemnified Person intends to make a claim in respect of such Proceeding against the Servicer under Sections 3.03(b), 3.03(c) or 3.03(d), as the case may be, such Indemnified Person will notify the Servicer of the commencement of such Proceeding. Failure by an Indemnified Person to so notify the Servicer will not relieve the Servicer of its obligations under this Section; provided, that the Servicer has not been materially prejudiced by such failure to notify. The Servicer may participate in and assume the defense and settlement of any such Proceeding at its expense, and no settlement of such Proceeding may be made without the approval of the Servicer and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The Servicer’s indemnification obligations will include reasonable fees and expenses of counsel and expenses of litigation. After notice from the Servicer to such Indemnified Person of the Servicer’s intention to assume the defense of such Proceeding with counsel reasonably satisfactory to such Indemnified Person, and so long as the Servicer so assumes the defense of such Proceeding in a manner reasonably satisfactory to such Indemnified PersonBasic Servicing Agreement, the Servicer will not be liable for any legal expenses of counsel treat the Issuer and each Trustee as “Indemnified Persons” pursuant to such Indemnified Person unless there is a conflict between the interests Sections 3.03(d), (e), (f) and (g) of the Servicer and such Indemnified Person, in which case the Servicer will pay for separate counsel reasonably acceptable to the Servicer and such Indemnified PersonBasic Servicing Agreement. (fd) For purposes The provisions of this Section, if the Servicer’s rights and obligations as Servicer are terminated pursuant to Sections 8.01, 8.02 or 8.03, the Servicer nevertheless will be deemed to continue to be the Servicer under this Agreement and any related Servicing Supplement pending appointment of a successor Servicer pursuant to Section 8.04. (g) The Servicer’s obligations under this Section, with respect to the period such Person was (or was deemed to be) the Servicer, will 3.04 shall survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Administrative Agent or the Collateral Agent. If the Servicer makes any indemnity payments to any Indemnified Person pursuant to this Section, (i) the Servicer will be subrogated to any rights of such Indemnified Person to recover such amount from any other Person and (ii) if such Indemnified Person thereafter collects any of such amounts from any other Person, such Indemnified Person will promptly repay such amounts to the Servicer, without interest2024-B Servicing Supplement.

Liability of the Servicer; Indemnities. (a) The Servicer will shall be liable under this Agreement in accordance herewith only to the extent of the obligations specifically undertaken by it the Servicer under this Agreement and under any related Servicing Supplementshall have no other obligations or liabilities hereunder. (b) The Servicer will shall indemnify, defend and hold harmless the Titling TrusteeTrustees, each Covered Party and their respective directors, officers, directors, employees and agents (eachagents, with respect to this subsectionthe Trust, an “Indemnified Person”) from and against: (i) any and all taxes that may be asserted against any such Person with respect to the transactions contemplated in the Basic Documents or in any Servicing Supplement, including any sales, gross receipts, general corporation, personal property, privilege or license taxes (excluding U.S. federal, State or local income taxes or franchise taxes arising out of the transactions contemplated by the Basic Documents or any Servicing Supplement) and costs and expenses of defending against the same; and (ii) any and all costs, expenses, losses, damages, claims and liabilities arising out of, or imposed upon any such Person through (A) the Servicer’s willful misconduct, negligence or bad faith in the performance of its duties under any Servicer Basic Document or any Servicing Supplement or (B) the Servicer’s reckless disregard of its obligations and duties under any Servicer Basic Document or any Servicing Supplement. (c) The Servicer will indemnify, defend and hold harmless the Administrative Agent and the Collateral Agent, as applicable, and their respective officers, directors, employees and agents (each, with respect to this Section, an “Indemnified Person”) Securityholders from and against any and all costs, expenses, losses, damages, claims and liabilities liabilities, including reasonable fees and expenses of counsel and expenses of litigation, arising out ofof or resulting from the use, ownership, or incurred in connection with, the acceptance of or performance operation by the Servicer or any Affiliate thereof of any Financed Vehicle or in respect of any action taken, or failed to be taken, by the Servicer with respect to any Receivable or other portion of the trusts Trust Property. (c) The Servicer shall indemnify, defend and duties contained in this Agreementhold harmless the Trustees, except their directors, officers, employees and agents, the Trust and the Securityholders from and against any taxes that may at any time be asserted against the Trustees, the Trust or the Securityholders with respect to the extent that such costtransactions contemplated hereby, expenseincluding any sales, lossgross receipts, damagegeneral corporation, claim tangible or liability intangible personal property, privilege, or license taxes (i) is due but not including any taxes asserted with respect to, and as of the date of, the sale, transfer and assignment of the Trust Property to the willful misconduct, negligence Trust or bad faith the issuance and original sale of the Indemnified Person Securities, or (ii) in the case asserted with respect to ownership of the Administrative AgentReceivables or other Trust Property, arises from federal or other income taxes, including franchise taxes measured by net income, arising out of distributions on the Administrative Agent’s breach Securities or any other transactions contemplated by this Agreement or transfer taxes arising in connection with transfers of any of its representations or warranties set forth the Securities) and reasonable costs and expenses in defending against the Collateral Agency Agreementsame. (d) The ServicerServicer shall indemnify, as custodian of defend and hold harmless the Lease FilesTrustees, will indemnify the Titling Trusteetheir directors, each Covered Party and their respective officers, directors, employees and agents (eachagents, with respect to this Section, an “Indemnified Person”) the Trust and the Securityholders from and against any and all costs, expenses, losses, claims, damages, claims and liabilities arising liabilities, to the extent that such cost, expense, loss, claim, damage, or liability arose out of, or was imposed upon, or incurred in connection withby, any improper the Trust, the Trustees or negligent act the Securityholders as a result of the willful misfeasance, negligence, or omission relating to the maintenance and custody by bad faith of the Servicer or one in the performance of its custodians as custodian of the Lease Filesduties under this Agreement. (e) Promptly upon receipt by an Indemnified Person The Servicer (other than the Indenture Trustee in its capacity as successor Servicer pursuant to Section 8.2 hereof) shall indemnify, defend and hold harmless the Trustees and their directors, officers, employees and agents, from and against all costs, expenses, losses, claims, damages and liabilities arising out of notice or incurred in connection with (x) in the case of the commencement Owner Trustee, the Indenture Trustee's performance of its duties under the Basic Documents, (y) in the case of the Indenture Trustee, the Owner Trustee's performance of its duties under the Basic Documents or (z) the acceptance, administration or performance by, or action or inaction of, the applicable Trustee of the trusts and duties contained in this Agreement, the Basic Documents, the Indenture (in the case of the Indenture Trustee) and the Trust Agreement (in the case of the Owner Trustee), including the administration of the Trust Property, except in such case to the extent that such cost, expense, loss, claim, damage or liability: (i) is due to the willful misfeasance, bad faith or negligence of the Person seeking to be indemnified, (ii) to the extent otherwise payable to the Indenture Trustee, arises from the Indenture Trustee's breach of any Proceeding against any such Indemnified Person, if such Indemnified Person intends to make a claim of its representations or warranties in respect of such Proceeding against the Servicer under Sections 3.03(b), 3.03(c) or 3.03(d), as the case may be, such Indemnified Person will notify the Servicer Section [6.13] of the commencement Indenture or (iii) to the extent otherwise payable to the Owner Trustee, arises from the Owner Trustee's breach of such Proceeding. Failure by an Indemnified Person to so notify the Servicer will not relieve the Servicer any of its obligations representations or warranties set forth in Section [6.6] of the Trust Agreement. (f) Indemnification under this Section; provided, that the Servicer has not been materially prejudiced by such failure to notify. The Servicer may participate in and assume the defense and settlement of any such Proceeding at its expense, and no settlement of such Proceeding may be made without the approval of the Servicer and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The Servicer’s indemnification obligations will Section 7.2 shall include reasonable fees and expenses of counsel and expenses of litigation. After notice from the Servicer to such Indemnified Person of the Servicer’s intention to assume the defense of such Proceeding with counsel reasonably satisfactory to such Indemnified Person, and so long as the Servicer so assumes the defense of such Proceeding in a manner reasonably satisfactory to such Indemnified Person, the Servicer will not be liable for any legal expenses of counsel to such Indemnified Person unless there is a conflict between the interests The indemnity obligations of the Servicer and such Indemnified Person, in which case hereunder shall survive any termination of the Servicer will pay for separate counsel reasonably acceptable to the Servicer and such Indemnified Person. (f) For purposes of this Section, if the Servicer’s rights and obligations as Servicer are terminated pursuant to Sections 8.01, 8.02 or 8.03, the Servicer nevertheless will be deemed to continue to be the Servicer under this Agreement and any related Servicing Supplement pending appointment of a successor Servicer pursuant to Section 8.04. (g) The Servicer’s obligations under this Section8.1, but only with respect to obligations arising prior thereto, and any payment of the period such Person was (amount owing under, or was deemed to be) the ServicerRepurchase Amount with respect to, will any Receivable and shall survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement Trust or the earlier removal or resignation or removal of the Administrative Agent Owner Trustee or the Collateral AgentIndenture Trustee. If the Servicer makes shall have made any indemnity payments to any Indemnified Person pursuant to this Section, (i) Section 7.2 and the Servicer will be subrogated to any rights of such Indemnified Person to recover such amount from any other Person and (ii) if such Indemnified Person recipient thereafter collects any of such amounts from any other Personothers, such Indemnified Person will promptly the recipient shall, as soon as practicable upon receipt thereof, repay such amounts to the Servicer, without interest.

Liability of the Servicer; Indemnities. (a) The Servicer will shall be liable under this Agreement in accordance herewith only to the extent of the obligations specifically undertaken by it the Servicer under this Agreement and under any related Servicing Supplementshall have no other obligations or liabilities hereunder. (b) The Servicer will shall indemnify, defend and hold harmless the Titling Trustee, each Covered Party and their respective its directors, officers, directors, employees and agents (eachagents, with respect to this subsectionthe Trust, an “Indemnified Person”) from and against: (i) any and all taxes that may be asserted against any such Person with respect to the transactions contemplated in the Basic Documents or in any Servicing Supplement, including any sales, gross receipts, general corporation, personal property, privilege or license taxes (excluding U.S. federal, State or local income taxes or franchise taxes arising out of the transactions contemplated by the Basic Documents or any Servicing Supplement) and costs and expenses of defending against the same; and (ii) any and all costs, expenses, losses, damages, claims and liabilities arising out of, or imposed upon any such Person through (A) the Servicer’s willful misconduct, negligence or bad faith in the performance of its duties under any Servicer Basic Document or any Servicing Supplement or (B) the Servicer’s reckless disregard of its obligations and duties under any Servicer Basic Document or any Servicing Supplement. (c) The Servicer will indemnify, defend and hold harmless the Administrative Agent and the Collateral Agent, as applicable, and their respective officers, directors, employees and agents (each, with respect to this Section, an “Indemnified Person”) Certificateholders from and against any and all costs, expenses, losses, damages, claims and liabilities liabilities, including reasonable fees and expenses of counsel and expenses of litigation, arising out ofof or resulting from the use, ownership, or incurred in connection with, the acceptance of or performance operation by the Servicer or any Affiliate thereof of any Financed Vehicle or in respect of any action taken, or failed to be taken, by the Servicer with respect to any Receivable or other portion of the trusts Trust Property. (c) The Servicer shall indemnify, defend and duties contained in this Agreementhold harmless the Trustee, except its directors, officers, employees and agents, the Trust and the Certificateholders from and against any taxes that may at any time be asserted against the Trustee, the Trust or the Certificateholders with respect to the extent that such costtransactions contemplated hereby, expenseincluding any sales, lossgross receipts, damagegeneral corporation, claim tangible or liability intangible personal property, privilege, or license taxes (i) is due but not including any taxes asserted with respect to, and as of the date of, the sale, transfer and assignment of the Trust Property to the willful misconduct, negligence Trust or bad faith the issuance and original sale of the Indemnified Person Certificates, or (ii) in the case asserted with respect to ownership of the Administrative AgentReceivables or other Trust Property, arises from federal or other income taxes, including franchise taxes measured by net income, arising out of distributions on the Administrative Agent’s breach Certificates or any other transactions contemplated by this Agreement or transfer taxes arising in connection with transfers of any of its representations or warranties set forth the Certificates) and reasonable costs and expenses in defending against the Collateral Agency Agreementsame. (d) The ServicerServicer shall indemnify, as custodian of defend and hold harmless the Lease FilesTrust, will indemnify the Titling Trusteeits directors, each Covered Party and their respective officers, directors, employees and agents (eachagents, with respect to this Section, an “Indemnified Person”) the Trustee and the Certificateholders from and against any and all costs, expenses, losses, claims, damages, claims and liabilities, to the extent that such cost, expense, loss, claim, damage, or liability arose out of, or was imposed upon, or incurred by, the Trust, the Trustee or the Certificateholders as a result of the willful misfeasance, negligence, or bad faith of the Servicer in the performance of its duties under this Agreement. (e) The Servicer, or, in the event that the Trustee is also a servicer, a predecessor Servicer, shall indemnify, defend and hold harmless the Trustee, its directors, officers, employees and agents, from and against all costs, expenses, losses, claims, damages, and liabilities arising out of or incurred in connection with the acceptance or performance of the Trust and the duties herein contained, except to the extent that such costs, expenses, losses, claims, damages or liabilities: (i) shall be due to the willful misfeasance, negligence or bad faith of the Trustee; (ii) relates to any tax other than the taxes with respect to which either the Seller or the Servicer shall be required to indemnify the Trustee; (iii) shall arise from the Trustee's breach of any of its representations or warranties set forth in Section 10.15; (iv) shall be one as to which the Seller is required to indemnify the Trustee; or (v) shall arise out of, or be incurred in connection with, any improper the acceptance or negligent act or omission relating to the maintenance and custody performance by the Servicer or one Trustee of its custodians duties as custodian of the Lease Filesa successor servicer hereunder. (ef) Promptly upon receipt by an Indemnified Person of notice of the commencement of any Proceeding against any such Indemnified Person, if such Indemnified Person intends to make a claim in respect of such Proceeding against the Servicer under Sections 3.03(b), 3.03(c) or 3.03(d), as the case may be, such Indemnified Person will notify the Servicer of the commencement of such Proceeding. Failure by an Indemnified Person to so notify the Servicer will not relieve the Servicer of its obligations Indemnification under this Section; provided, that the Servicer has not been materially prejudiced by such failure to notify. The Servicer may participate in and assume the defense and settlement of any such Proceeding at its expense, and no settlement of such Proceeding may be made without the approval of the Servicer and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The Servicer’s indemnification obligations will Section 8.2 shall include reasonable fees and expenses of counsel and expenses of litigation. After notice from the Servicer to such Indemnified Person of the Servicer’s intention to assume the defense of such Proceeding with counsel reasonably satisfactory to such Indemnified Person, and so long as the Servicer so assumes the defense of such Proceeding in a manner reasonably satisfactory to such Indemnified Person, the Servicer will not be liable for any legal expenses of counsel to such Indemnified Person unless there is a conflict between the interests The indemnity obligations of the Servicer and such Indemnified Person, in which case hereunder shall survive any termination of the Servicer will pay for separate counsel reasonably acceptable to the Servicer and such Indemnified Person. (f) For purposes of this Section, if the Servicer’s rights and obligations as Servicer are terminated pursuant to Sections 8.01, 8.02 or 8.03, the Servicer nevertheless will be deemed to continue to be the Servicer under this Agreement and any related Servicing Supplement pending appointment of a successor Servicer pursuant to Section 8.04. (g) The Servicer’s obligations under this Section9.1, but only with respect to obligations arising prior thereto, and any payment of the period such Person was (or was deemed to be) the Serviceramount owing under, will survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Administrative Agent or the Collateral AgentPurchase Amount with respect to, any Receivable. If the Servicer makes shall have made any indemnity payments to any Indemnified Person pursuant to this Section, (i) Section 8.2 and the Servicer will be subrogated to any rights of such Indemnified Person to recover such amount from any other Person and (ii) if such Indemnified Person Trustee thereafter collects any of such amounts from any other Personothers, such Indemnified Person will promptly the Trustee shall immediately upon receipt thereof repay such amounts to the Servicer, without interest.

Liability of the Servicer; Indemnities. (a) The Servicer will be liable under this Agreement only to indemnify, defend and hold harmless the extent Covered Parties and the Holder of the obligations specifically undertaken Daimler Retail Specified Interest Certificate (each, with respect to this subsection, an “Indemnified Person”) in accordance with Section 3.03(b) of the Basic Servicing Agreement, as well as from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of the Servicer’s willful misconduct, negligence or bad faith or resulting from the use, ownership or operation by it under this Agreement and under the Servicer or any related Servicing Supplementof its Affiliates of a 2015-A Vehicle. (b) The Servicer will indemnify, defend and hold harmless the Titling TrusteeTrust, each Covered Party the Collateral Agent, the Securities Intermediary, the Administrative Agent, the Trustees and their respective officers, directors, employees and agents (each, with respect to this subsection, an “Indemnified Person”) from and against: (i) any and all taxes that may be asserted against any such Person with respect to the transactions contemplated in the Basic Documents or in any Servicing Supplement, including any sales, gross receipts, general corporation, personal property, privilege or license taxes (excluding U.S. federal, State or local income taxes or franchise taxes arising out of the transactions contemplated by the Basic Documents or any Servicing Supplement) and costs and expenses of defending against the same; and (ii) any and all costs, expenses, losses, damages, claims and liabilities arising out of, or imposed upon any such Person through (A) the Servicer’s willful misconduct, negligence or bad faith in the performance of its duties under any Servicer Basic Document or any Servicing Supplement or (B) the Servicer’s reckless disregard of its obligations and duties under any Servicer Basic Document or any Servicing Supplement. (c) The Servicer will indemnify, defend and hold harmless the Administrative Agent and the Collateral Agent, as applicable, and their respective officers, directors, employees and agents (each, with respect to this Section, an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, the acceptance of or performance by the Servicer of the trusts and duties contained in this Agreement2015-A Servicing Supplement, except to the extent that any such cost, expense, loss, damage, claim or liability (i) is due to the willful misconduct, negligence or bad faith of the Indemnified Person or (ii) in the case of the Administrative Agenteither Trustee, arises from the Administrative Agentsuch Trustee’s breach of any of its representations or warranties set forth in the Collateral Agency Agreement. (d) The ServicerTrust Agreement or the Indenture, as custodian of the Lease Files, will indemnify the Titling Trustee, each Covered Party and their respective officers, directors, employees and agents case may be (each, with respect to this Section, an “Indemnified Person”) from and against including any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, with any improper or negligent act or omission relating to the maintenance and custody legal action by the Servicer or one of its custodians as custodian of the Lease Files. (e) Promptly upon receipt by an Indemnified Person of notice of the commencement of any Proceeding against any such Indemnified Person, if such Indemnified Person intends Indenture Trustee to make a claim in respect of such Proceeding enforce remedies against the Servicer under Sections 3.03(bthis Agreement), 3.03(c. (c) or 3.03(d), as In addition to the case may be, such Indemnified Person will notify Parties included in the Servicer of the commencement of such Proceeding. Failure by an Indemnified Person to so notify the Servicer will not relieve the Servicer of its obligations under this Section; provided, that the Servicer has not been materially prejudiced by such failure to notify. The Servicer may participate in and assume the defense and settlement of any such Proceeding at its expense, and no settlement of such Proceeding may be made without the approval of the Servicer and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The Servicer’s indemnification obligations will include reasonable fees and expenses of counsel and expenses of litigation. After notice from the Servicer to such Indemnified Person of the Servicer’s intention to assume the defense of such Proceeding with counsel reasonably satisfactory to such Indemnified Person, and so long as the Servicer so assumes the defense of such Proceeding in a manner reasonably satisfactory to such Indemnified PersonBasic Servicing Agreement, the Servicer will not be liable for any legal expenses of counsel treat the Issuer and each Trustee as “Indemnified Persons” pursuant to such Indemnified Person unless there is a conflict between the interests of the Servicer and such Indemnified PersonSections 3.03(d), in which case the Servicer will pay for separate counsel reasonably acceptable to the Servicer and such Indemnified Person. (e), (f) For purposes of this Section, if the Servicer’s rights and obligations as Servicer are terminated pursuant to Sections 8.01, 8.02 or 8.03, the Servicer nevertheless will be deemed to continue to be the Servicer under this Agreement and any related Servicing Supplement pending appointment of a successor Servicer pursuant to Section 8.04. (g) The Servicer’s obligations under this Section, with respect to the period such Person was (or was deemed to be) the Servicer, will survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Administrative Agent or the Collateral Agent. If the Servicer makes any indemnity payments to any Indemnified Person pursuant to this Section, (i) the Servicer will be subrogated to any rights of such Indemnified Person to recover such amount from any other Person and (ii) if such Indemnified Person thereafter collects any of such amounts from any other Person, such Indemnified Person will promptly repay such amounts to the Servicer, without interestBasic Servicing Agreement.

Liability of the Servicer; Indemnities. (a) The Servicer will be liable under this Agreement only to indemnify, defend and hold harmless the extent Covered Parties and the Holder of the obligations specifically undertaken Daimler Retail Specified Interest Certificate (each, with respect to this subsection, an “Indemnified Person”) in accordance with Section 3.03(b) of the Basic Servicing Agreement, as well as from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of the Servicer’s willful misconduct, negligence or bad faith or resulting from the use, ownership or operation by it under this Agreement and under the Servicer or any related Servicing Supplementof its Affiliates of a 2024-B Vehicle. (b) The Servicer will indemnify, defend and hold harmless the Titling TrusteeTrust, each Covered Party the Collateral Agent, the Securities Intermediary, the Administrative Agent, the Trustees and their respective officers, directors, employees and agents (each, with respect to this subsection, an “Indemnified Person”) from and against: (i) any and all taxes that may be asserted against any such Person with respect to the transactions contemplated in the Basic Documents or in any Servicing Supplement, including any sales, gross receipts, general corporation, personal property, privilege or license taxes (excluding U.S. federal, State or local income taxes or franchise taxes arising out of the transactions contemplated by the Basic Documents or any Servicing Supplement) and costs and expenses of defending against the same; and (ii) any and all costs, expenses, losses, damages, claims and liabilities arising out of, or imposed upon any such Person through (A) the Servicer’s willful misconduct, negligence or bad faith in the performance of its duties under any Servicer Basic Document or any Servicing Supplement or (B) the Servicer’s reckless disregard of its obligations and duties under any Servicer Basic Document or any Servicing Supplement. (c) The Servicer will indemnify, defend and hold harmless the Administrative Agent and the Collateral Agent, as applicable, and their respective officers, directors, employees and agents (each, with respect to this Section, an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, the acceptance of or performance by the Servicer of the trusts and duties contained in this Agreement2024-B Servicing Supplement, except to the extent that any such cost, expense, loss, damage, claim or liability (i) is due to the willful misconduct, negligence or bad faith of the Indemnified Person or (ii) in the case of the Administrative Agenteither Trustee, arises from the Administrative Agentsuch Trustee’s breach of any of its representations or warranties set forth in the Collateral Agency Agreement. (d) The ServicerTrust Agreement or the Indenture, as custodian of the Lease Files, will indemnify the Titling Trustee, each Covered Party and their respective officers, directors, employees and agents case may be (each, with respect to this Section, an “Indemnified Person”) from and against including any and all costs, expenses, losses, damages, claims and liabilities arising out of, or incurred in connection with, with any improper or negligent act or omission relating to the maintenance and custody legal action by the Servicer Indenture Trustee or one of the Securities Intermediary to enforce remedies against the Servicer, including its custodians as custodian of the Lease Filesindemnification obligations, under this Agreement). (ec) Promptly upon receipt by an In addition to the Indemnified Person of notice of Parties included in the commencement of any Proceeding against any such Indemnified Person, if such Indemnified Person intends to make a claim in respect of such Proceeding against the Servicer under Sections 3.03(b), 3.03(c) or 3.03(d), as the case may be, such Indemnified Person will notify the Servicer of the commencement of such Proceeding. Failure by an Indemnified Person to so notify the Servicer will not relieve the Servicer of its obligations under this Section; provided, that the Servicer has not been materially prejudiced by such failure to notify. The Servicer may participate in and assume the defense and settlement of any such Proceeding at its expense, and no settlement of such Proceeding may be made without the approval of the Servicer and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The Servicer’s indemnification obligations will include reasonable fees and expenses of counsel and expenses of litigation. After notice from the Servicer to such Indemnified Person of the Servicer’s intention to assume the defense of such Proceeding with counsel reasonably satisfactory to such Indemnified Person, and so long as the Servicer so assumes the defense of such Proceeding in a manner reasonably satisfactory to such Indemnified PersonBasic Servicing Agreement, the Servicer will not be liable for any legal expenses of counsel treat the Issuer and each Trustee as “Indemnified Persons” pursuant to such Indemnified Person unless there is a conflict between the interests Sections 3.03(d), (e), (f) and (g) of the Servicer and such Indemnified Person, in which case the Servicer will pay for separate counsel reasonably acceptable to the Servicer and such Indemnified PersonBasic Servicing Agreement. (fd) For purposes The provisions of this Section, if the Servicer’s rights and obligations as Servicer are terminated pursuant to Sections 8.01, 8.02 or 8.03, the Servicer nevertheless will be deemed to continue to be the Servicer under this Agreement and any related Servicing Supplement pending appointment of a successor Servicer pursuant to Section 8.04. (g) The Servicer’s obligations under this Section, with respect to the period such Person was (or was deemed to be) the Servicer, will 3.04 shall survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Administrative Agent or the Collateral Agent. If the Servicer makes any indemnity payments to any Indemnified Person pursuant to this Section, (i) the Servicer will be subrogated to any rights of such Indemnified Person to recover such amount from any other Person and (ii) if such Indemnified Person thereafter collects any of such amounts from any other Person, such Indemnified Person will promptly repay such amounts to the Servicer, without interest2024-B Servicing Supplement.

Liability of the Servicer; Indemnities. (a) The Servicer will (in its capacity as such) shall be liable under this Agreement hereunder only to the extent of the obligations in this Agreement specifically undertaken by it under this Agreement the Servicer and under any related Servicing Supplementthe representations made by the Servicer. (b) The Servicer will indemnifyshall defend, defend indemnify and hold harmless the Titling Seller, the Trustee, each Covered Party and their respective officersthe Trust[, directors, employees and agents (each, with respect to this subsection, an “Indemnified Person”) from and against: (i) any and all taxes that may be asserted against any such Person with respect to the transactions contemplated in the Basic Documents or in any Servicing Supplement, including any sales, gross receipts, general corporation, personal property, privilege or license taxes (excluding U.S. federal, State or local income taxes or franchise taxes arising out of the transactions contemplated by the Basic Documents or any Servicing Supplement) and costs and expenses of defending against the same; and (ii) any and all costs, expenses, losses, damages, claims and liabilities arising out of, or imposed upon any such Person through (A) the Backup Servicer’s willful misconduct, negligence or bad faith in the performance of its duties under any Servicer Basic Document or any Servicing Supplement or (B) the Servicer’s reckless disregard of its obligations and duties under any Servicer Basic Document or any Servicing Supplement. (c) The Servicer will indemnify, defend and hold harmless the Administrative Agent ] and the Collateral Agent, as applicableCertificateholders, and their respective officers, directors, employees agents and agents (eachemployees, with respect to this Section, an “Indemnified Person”) from and against any and all costs, expenses, losses, damages, claims and liabilities liabilities, including reasonable fees and expenses of counsel and expenses of litigation, arising out of, or incurred in connection with, the acceptance of or performance resulting from (i) the use, ownership or operation, if any, by the Servicer or any Affiliate thereof of the trusts and duties contained in this Agreement, except to the extent that such cost, expense, loss, damage, claim or liability (i) is due to the willful misconduct, negligence or bad faith of the Indemnified Person a Financed Vehicle or (ii) in any violation by the case Seller, the Servicer or the Trust of state or federal securities laws relating to the Administrative Agent, arises from the Administrative Agent’s breach of any of its representations or warranties set forth in the Collateral Agency AgreementCertificates. (dc) The ServicerServicer shall indemnify, as custodian of defend and hold harmless the Lease FilesSeller, will indemnify the Titling Trustee, each Covered Party the Trust, [the Backup Servicer,] and their respective officers, directors, employees agents and agents (eachemployees, with respect to this Section, an “Indemnified Person”) from and against any and all costs, expenses, losses, damagesclaims, claims penalties, fines, forfeitures, judgments, damages and liabilities arising to the extent that such cost, expense, loss, claim, penalty, fine, forfeiture, judgment, damage or liability arose out of, or incurred in connection withwas imposed upon the Seller, any improper the Trustee[, the Backup Servicer] or negligent act or omission relating to the maintenance and custody Trust by reason of, the breach of this Agreement by the Servicer, the negligence (other than errors in judgment), misfeasance or bad faith of the Servicer or one in the performance of its custodians as custodian duties under this Agreement or by reason of the Lease Filesnegligent disregard of its obligations and duties under this Agreement. (ed) Promptly upon receipt by an Indemnified Person of notice of the commencement of any Proceeding against any such Indemnified Person, if such Indemnified Person intends to make a claim in respect of such Proceeding against the Servicer under Sections 3.03(b), 3.03(c) or 3.03(d), as the case may be, such Indemnified Person will notify the Servicer of the commencement of such Proceeding. Failure by an Indemnified Person to so notify the Servicer will not relieve the Servicer of its obligations Indemnification under this Section; provided, that Section 8.1 shall survive the Servicer has not been materially prejudiced by such failure to notify. The Servicer may participate in termination of this Agreement and assume the defense and settlement of any such Proceeding at its expense, and no settlement of such Proceeding may be made without the approval of the Servicer and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The Servicer’s indemnification obligations will shall include reasonable fees and expenses of counsel and expenses of litigation. After notice from the Servicer to such Indemnified Person of the Servicer’s intention to assume the defense of such Proceeding with counsel reasonably satisfactory to such Indemnified Person, and so long as the Servicer so assumes the defense of such Proceeding in a manner reasonably satisfactory to such Indemnified Person, the Servicer will not be liable for any legal expenses of counsel to such Indemnified Person unless there is a conflict between the interests of the Servicer and such Indemnified Person, in which case the Servicer will pay for separate counsel reasonably acceptable to the Servicer and such Indemnified Person. (f) For purposes of this Section, if the Servicer’s rights and obligations as Servicer are terminated pursuant to Sections 8.01, 8.02 or 8.03, the Servicer nevertheless will be deemed to continue to be the Servicer under this Agreement and any related Servicing Supplement pending appointment of a successor Servicer pursuant to Section 8.04. (g) The Servicer’s obligations under this Section, with respect to the period such Person was (or was deemed to be) the Servicer, will survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Administrative Agent or the Collateral Agent. If the Servicer makes has made any indemnity payments to any Indemnified Person pursuant to this Section, (i) Section 8.1 and the Servicer will be subrogated to any rights of such Indemnified Person to recover such amount from any other Person and (ii) if such Indemnified Person recipient thereafter collects any of such amounts from any other Personothers, such Indemnified Person will the recipient shall promptly repay such amounts collected to the Servicer, without interest. (e) Notwithstanding the indemnity provisions contained in Sections 8.1(b) through (d), the Servicer shall not be required to indemnify the Seller, the Trustee, the Trust[, the Backup Servicer] or their respective officers, directors, agents or employees, against any costs, expenses, losses, damages, claims or liabilities to the extent the same shall have 49 been (i) caused by the misfeasance, bad faith or gross negligence (or ordinary negligence in the handling of funds) of such party or (ii) suffered by reason of uncollectible or uncollected Receivables not caused by the Servicer's negligence (other than errors in judgment), misfeasance or bad faith. Notwithstanding the indemnity provisions contained in Section 8.1(b), the Servicer shall not be required to indemnify the Certificateholders for any losses suffered in their capacity as investors in the Certificates.