Common use of Liability of Transferor; Indemnities Clause in Contracts

Liability of Transferor; Indemnities. The Transferor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Transferor under this Agreement. (i) The Transferor shall indemnify, defend, and hold harmless the Owner Trustee, the Indenture Trustee, the Back-up Servicer (including in its capacity as successor Servicer), and their respective officers, directors, employees and agents, the Trust, the Noteholders, the Residual Interest Holders and the Certificateholders from and against any taxes that may at any time be asserted against such parties with respect to, and as of the date of, the sale of the Receivables to the Trust or the issuance and original sale of the Certificates, the Residual Interest and the Notes (except any income taxes arising out of fees paid to the Owner Trustee, the Indenture Trustee and the Back-up Servicer and except any taxes to which the Owner Trustee, the Indenture Trustee or the Back-up Servicer may otherwise be subject to, without regard to the transactions contemplated hereby), including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes arising out of distributions on the Notes or the Residual Interest or the Certificates other than any Residual Interest or Certificates held by the Transferor) and reasonable costs and expenses in defending against the same. (ii) The Transferor shall indemnify, defend, and hold harmless the Owner Trustee, the Indenture Trustee, the Servicer, the Back-up Servicer, and their officers, directors, employees and agents and the Trust from and against any loss, liability, or expense incurred by reason of (a) the Transferor's willful misconduct, bad faith, or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (b) the Transferor's violation of federal or State securities laws in connection with the registration of the sale of the Residual Interest. (iii) The Transferor shall indemnify, defend, and hold harmless the Back-up Servicer (including in its capacity as successor Servicer), the Indenture Trustee and their respective officers, directors, employees and agents, from and against any loss, liability, or expense incurred as a result of third party claims arising out of the events or facts giving rise to a breach of the covenants or representations and warranties of the Transferor set forth in Sections 7.01 and 12.01 hereof. Indemnification under this Section 12.02 shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Transferor shall have made any indemnity payments to the Owner Trustee or the Trust pursuant to this Section and the Owner Trustee or the Trust thereafter shall collect any of such amounts from others, the Owner Trustee or the Trust, as the case may be, shall repay such amounts to the Transferor, without interest. This indemnification shall survive the termination of this Agreement and the resignation or removal of the Owner Trustee or the Indenture Trustee. Notwithstanding the foregoing, any amounts Transferor shall pay pursuant to this Section 12.02 shall be paid solely from funds available for distribution to the Residual Interest Holder in accordance with the terms of the Basic Documents and shall in any case be nonrecourse to the Transferor and to the Transferor's assets and, to the extent funds are not so available to pay any amounts when due and owing, the claims relating thereto shall not constitute a claim (as defined in Section 101 of Title 11 of the United States Bankruptcy Code) against the Transferor but shall continue to accrue. Each party hereto agrees that the payment of any claim of any such party pursuant to this Section 12.02 shall be subordinated to the payment in full of all outstanding interest and principal due pursuant to the Notes to the Noteholders. The payment of any claim pursuant to this Section 12.02 shall in no event be construed as a "fee" of the Indenture Trustee or the Owner Trustee as such term is used in Section 8.05(a)(i) or Section 8.05(a)(iii) of the Indenture. The Transferor's obligation to provide indemnity under this Section 12.02 shall survive the termination of this Agreement or the earlier resignation or removal of either of the indemnified parties.

Liability of Transferor; Indemnities. The Transferor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Transferor under this Agreement. (ia) The Transferor shall indemnify, defend, defend and hold harmless the Owner TrusteeIssuer, the Owner Trustee and the Indenture Trustee, the Back-up Servicer (including in its capacity as successor Servicer), Trustee and their respective officers, directors, employees directors and agents, the Trust, the Noteholders, the Residual Interest Holders and the Certificateholders agents from and against any taxes that may at any time be asserted against such parties the Issuer, the Owner Trustee or the Indenture Trustee or their respective officers, directors, and agents with respect to, and as of to the date of, the sale transfer of the Receivables to the Trust Issuer or the issuance and original sale of the Certificates, the Residual Interest and the Notes (except any income taxes arising out of fees paid to the Owner Trustee, the Indenture Trustee and the Back-up Servicer and except any taxes to which the Owner Trustee, the Indenture Trustee or the Back-up Servicer may otherwise be subject to, without regard to the transactions contemplated hereby)Notes, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, privilege or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes arising out of distributions on the Notes or the Residual Interest or the Certificates other than any Residual Interest or Certificates held by the Transferor) and reasonable costs and expenses in defending against the same. (iib) The Transferor shall indemnify, defend, defend and hold harmless the Owner TrusteeIssuer, the Owner Trustee and the Indenture Trustee, the Servicer, the Back-up Servicer, Trustee and their officers, directors, employees and agents and the Trust from and against any loss, liability, liability or expense incurred by reason of (ai) the Transferor's willful misconductmisfeasance, bad faith, faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (bii) the Transferor's or the Issuer's violation or alleged violation of federal Federal or State state securities laws in connection with the registration of the offering and sale of the Residual Interest. (iii) The Notes, except that the Transferor shall indemnify, defend, and hold harmless not indemnify the Back-up Servicer (including in its capacity as successor Servicer), the Indenture Owner Trustee and their respective officers, directors, employees and agents, from and against for any such loss, liability, liability or expense incurred as a shall result of third party claims arising out from the willful misconduct of the events or facts giving rise to a breach of the covenants or representations and warranties of the Transferor set forth in Sections 7.01 and 12.01 hereofOwner Trustee. Indemnification under this Section 12.02 shall include, without limitation, survive the resignation or removal of the Owner Trustee or the Indenture Trustee and the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Transferor shall have made any indemnity payments to the Owner Trustee or the Trust pursuant to this Section 6.02 and the Owner Trustee Person to or the Trust on behalf of whom such payments are made thereafter shall collect any of such amounts from others, the Owner Trustee or the Trust, as the case may be, such Person shall promptly repay such amounts collected from others to the Transferor, without interest. This indemnification shall survive the termination of this Agreement and the resignation or removal of the Owner Trustee or the Indenture Trustee. Notwithstanding the foregoing, any amounts Transferor shall pay pursuant to this Section 12.02 shall be paid solely from funds available for distribution to the Residual Interest Holder in accordance with the terms of the Basic Documents and shall in any case be nonrecourse to the Transferor and to the Transferor's assets and, to the extent funds are not so available to pay any amounts when due and owing, the claims relating thereto shall not constitute a claim (as defined in Section 101 of Title 11 of the United States Bankruptcy Code) against the Transferor but shall continue to accrue. Each party hereto agrees that the payment of any claim of any such party pursuant to this Section 12.02 shall be subordinated to the payment in full of all outstanding interest and principal due pursuant to the Notes to the Noteholders. The payment of any claim pursuant to this Section 12.02 shall in no event be construed as a "fee" of the Indenture Trustee or the Owner Trustee as such term is used in Section 8.05(a)(i) or Section 8.05(a)(iii) of the Indenture. The Transferor's obligation to provide indemnity under this Section 12.02 shall survive the termination of this Agreement or the earlier resignation or removal of either of the indemnified parties.

Liability of Transferor; Indemnities. The Transferor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Transferor under this Agreement. (i) The Transferor shall indemnify, defend, and hold harmless the Owner Trustee, the Indenture Trustee, the Back-up Servicer (including in its capacity as successor Servicer), and Insurer their respective officers, directors, employees and agents, the Trust, the Noteholders, the Residual Interest Holders Trust and the Certificateholders Noteholders from and against any taxes that may at any time be asserted against such parties with respect to, and as of the date of, the sale of the Receivables to the Trust Owner Trustee or the issuance and original sale of the Certificates, the Residual Interest Certificates and the Notes (except any income taxes arising out of fees paid to the Owner Trustee, the Indenture Trustee and the Back-up Servicer and except any taxes to which the Owner Trustee, the Indenture Trustee or the Back-up Servicer may otherwise be subject to, without regard to the transactions contemplated hereby)Notes, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes arising out of distributions on the Notes Certificates or the Residual Interest or the Certificates other than any Residual Interest or Certificates held by the TransferorNotes) and reasonable costs and expenses in defending against the same. (ii) The Transferor shall indemnify, defend, and hold harmless the Owner Trustee, the Indenture Trustee, the Servicer, the Back-up Servicer, and their its officers, directors, employees and agents and the Trust from and against any loss, liability, or expense incurred by reason of (a) the Transferor's willful misconductmisfeasance, bad faith, or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (b) the Transferor's violation of federal or State securities laws in connection with the registration of the sale of the Residual Interest. (iii) The Transferor shall indemnify, defend, and hold harmless the Back-up Servicer (including in its capacity as successor Servicer), the Indenture Trustee and their respective officers, directors, employees and agents, from and against any loss, liability, or expense incurred as a result of third party claims arising out of the events or facts giving rise to a breach of the covenants or representations and warranties of the Transferor set forth in Sections 7.01 and 12.01 hereofCertificates. Indemnification under this Section 12.02 11.02 shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Transferor shall have made any indemnity payments to the Owner Trustee or the Trust pursuant to this Section and the Owner Trustee or the Trust thereafter shall collect any of such amounts from others, the Owner Trustee or the Trust, as the case may be, shall repay such amounts to the Transferor, without interest. This indemnification shall survive the termination of this Agreement and the resignation or removal of the Owner Trustee or the Indenture Trustee. Notwithstanding the foregoing, any amounts Transferor shall pay pursuant to this Section 12.02 shall be paid solely from funds available for distribution to the Residual Interest Holder in accordance with the terms of the Basic Documents and shall in any case be nonrecourse to the Transferor and to the Transferor's assets and, to the extent funds are not so available to pay any amounts when due and owing, the claims relating thereto shall not constitute a claim (as defined in Section 101 of Title 11 of the United States Bankruptcy Code) against the Transferor but shall continue to accrue. Each party hereto agrees that the payment of any claim of any such party pursuant to this Section 12.02 shall be subordinated to the payment in full of all outstanding interest and principal due pursuant to the Notes to the Noteholders. The payment of any claim pursuant to this Section 12.02 shall in no event be construed as a "fee" of the Indenture Trustee or the Owner Trustee as such term is used in Section 8.05(a)(i) or Section 8.05(a)(iii) of the Indenture. The Transferor's obligation to provide indemnity under this Section 12.02 shall survive the termination of this Agreement or the earlier resignation or removal of either of the indemnified parties.

Liability of Transferor; Indemnities. The Transferor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Transferor under this Agreement. (i) The Transferor shall indemnify, defend, and hold harmless the Owner Trustee, the Indenture Trustee, the Back-up Servicer (including in its capacity as successor Servicer)Insurer, and their respective officers, directors, employees and agents, the Trust, the Noteholders, the Residual Interest Holders Trust and the Certificateholders Noteholders from and against any taxes that may at any time be asserted against such parties with respect to, and as of the date of, the sale of the Receivables to the Trust or the issuance and original sale of the Certificates, the Residual Interest Certificate and the Notes (except any income taxes arising out of fees paid to the Owner Trustee, the Indenture Trustee and the Back-up Servicer and except any taxes to which the Owner Trustee, the Indenture Trustee or the Back-up Servicer may otherwise be subject to, without regard to the transactions contemplated hereby)Notes, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes arising out of distributions on the Notes Certificate or the Residual Interest or the Certificates other than any Residual Interest or Certificates held by the TransferorNotes) and reasonable costs and expenses in defending against the same. (ii) The Transferor shall indemnify, defend, and hold harmless the Owner Trustee, the Indenture Trustee, the Insurer, the Servicer, the Back-up Servicer, and the Standby Servicer, their officers, directors, employees and agents and the Trust from and against any loss, liability, or expense incurred by reason of (a) the Transferor's willful misconductmisfeasance, bad faith, or gross negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (b) the Transferor's violation of federal or State securities laws in connection with the registration of the sale of the Residual Interest. (iii) The Transferor shall indemnify, defend, and hold harmless the Back-up Servicer (including in its capacity as successor Servicer), the Indenture Trustee and their respective officers, directors, employees and agents, from and against any loss, liability, or expense incurred as a result of third party claims arising out of the events or facts giving rise to a breach of the covenants or representations and warranties of the Transferor set forth in Sections 7.01 and 12.01 hereofCertificates. Indemnification under this Section 12.02 shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Transferor shall have made any indemnity payments to the Owner Trustee or the Trust pursuant to this Section and the Owner Trustee or the Trust thereafter shall collect any of such amounts from others, the Owner Trustee or the Trust, as the case may be, shall repay such amounts to the Transferor, without interest. This indemnification shall survive the termination of this Agreement and the resignation or removal of the Owner Trustee or the Indenture Trustee. Notwithstanding the foregoing, any amounts Transferor shall pay pursuant to this Section 12.02 shall be paid solely from funds available for distribution to the Residual Interest Holder Certificateholder in accordance with the terms of the Basic Documents and shall in any case be nonrecourse to the Transferor and to the Transferor's assets and, to the extent funds are not so available to pay any amounts when due and owing, the claims relating thereto shall not constitute a claim (as defined in Section 101 of Title 11 of the United States Bankruptcy Code) against the Transferor but shall continue to accrue. Each party hereto agrees that the payment of any claim of any such party pursuant to this Section 12.02 shall be subordinated to the payment in full of all outstanding interest and principal due pursuant to the Notes to the Noteholders. The payment of any claim pursuant to this Section 12.02 shall in no event be construed as a "fee" of the Indenture Trustee or the Owner Trustee as such term is used in Section 8.05(a)(i9.05(a)(i) or Section 8.05(a)(iii(iii) of the Indenture. The Transferor's obligation to provide indemnity under this Section 12.02 shall survive the termination of this Agreement or the earlier resignation or removal of either of the indemnified parties.

Liability of Transferor; Indemnities. The Transferor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Transferor under this Agreement. (i) The Transferor shall indemnify, defend, and hold harmless the Owner Trustee, the Indenture Trustee, the Insurer, the Standby Servicer, the Back-up Servicer (including in its capacity as successor Servicer), and their respective officers, directors, employees and agents, the Trust, the Noteholders, the Residual Interest Holders Trust and the Certificateholders Noteholders from and against any taxes that may at any time be asserted against such parties with respect to, and as of the date of, the sale of the Receivables to the Trust or the issuance and original sale of the Certificates, the Residual Interest Certificate and the Notes (except any income taxes arising out of fees paid to the Owner Trustee, the Indenture Trustee and the Back-up Servicer and except any taxes to which the Owner Trustee, the Indenture Trustee or the Back-up Servicer may otherwise be subject to, without regard to the transactions contemplated hereby)Notes, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes arising out of distributions on the Notes Certificate or the Residual Interest or the Certificates other than any Residual Interest or Certificates held by the TransferorNotes) and reasonable costs and expenses in defending against the same. (ii) The Transferor shall indemnify, defend, and hold harmless the Owner Trustee, the Indenture Trustee, the Insurer, the Servicer, the Back-up Servicer, and the Standby Servicer, their officers, directors, employees and agents and the Trust from and against any loss, liability, or expense incurred by reason of (a) the Transferor's willful misconductmisfeasance, bad faith, or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (b) the Transferor's violation of federal or State securities laws in connection with the registration of the sale of the Residual InterestCertificates. (iii) The Transferor shall indemnify, defend, and hold harmless the Standby Servicer, the Back-up Servicer (including in its capacity as successor Servicer), the Indenture Trustee and their respective officers, directors, employees and agents, from and against any loss, liability, or expense incurred as a result of third party claims arising out of the events or facts giving rise to a breach of the covenants or representations and warranties of the Transferor set forth in Sections Section 7.01 and 12.01 hereofSection 12.01. Indemnification under this Section 12.02 shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Transferor shall have made any indemnity payments to the Owner Trustee or the Trust pursuant to this Section and the Owner Trustee or the Trust thereafter shall collect any of such amounts from others, the Owner Trustee or the Trust, as the case may be, shall repay such amounts to the Transferor, without interest. TRUST AND SERVICING AGREEMENT 66 This indemnification shall survive the termination of this Agreement and the resignation or removal of the Owner Trustee or the Indenture Trustee. Notwithstanding the foregoing, any amounts Transferor shall pay pursuant to this Section 12.02 shall be paid solely from funds available for distribution to the Residual Interest Holder Certificateholder in accordance with the terms of the Basic Documents and shall in any case be nonrecourse to the Transferor and to the Transferor's assets and, to the extent funds are not so available to pay any amounts when due and owing, the claims relating thereto shall not constitute a claim (as defined in Section 101 of Title 11 of the United States Bankruptcy Code) against the Transferor but shall continue to accrue. Each party hereto agrees that the payment of any claim of any such party pursuant to this Section 12.02 shall be subordinated to the payment in full of all outstanding interest and principal due pursuant to the Notes to the Noteholders. The payment of any claim pursuant to this Section 12.02 shall in no event be construed as a "fee" of the Indenture Trustee or the Owner Trustee as such term is used in Section 8.05(a)(i) or Section 8.05(a)(iii) of the Indenture. The Transferor's obligation to provide indemnity under this Section 12.02 shall survive the termination of this Agreement or the earlier resignation or removal of either of the indemnified parties.

Liability of Transferor; Indemnities. (a) The Transferor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Transferor under this Agreement. (ib) The Transferor shall indemnify, defend, defend and hold harmless the Depositor, the Backup Servicer, the Issuer, the Insurer, the Owner Trustee, the Custodian, the Indenture Trustee, the Back-up Servicer (including in its capacity as successor Servicer), and their respective officers, directors, employees and agentsIndenture Collateral Agent, the Trust, the Noteholders, the Residual Interest Holders Certificateholders and the Certificateholders Noteholders from and against any taxes that may at any time be asserted against any such parties Person with respect to, to the transactions contemplated in this Agreement and as any of the date of, the sale of the Receivables to the Trust or the issuance and original sale of the Certificates, the Residual Interest and the Notes Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, Trustee or the Indenture Trustee and the Back-up Servicer and except any taxes to which the Owner Trustee, Trustee or the Indenture Trustee or the Back-up Servicer may otherwise be subject to, without regard to the transactions contemplated hereby), including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, privilege or license taxes (but, in the case of the TrustIssuer, not including any taxes asserted with respect to ownership of the Receivables or to, federal or other income taxes arising out of distributions on the Notes or Certificates and the Residual Interest or the Certificates other than any Residual Interest or Certificates held by the TransferorNotes) and reasonable costs and expenses in defending against the same. (iic) The Transferor shall indemnify, defend, defend and hold harmless the Depositor, the Backup Servicer, the Issuer, the Insurer, the Owner Trustee, the Custodian, the Indenture Trustee, the ServicerIndenture Collateral Agent, the Back-up Servicer, and their officers, directors, employees and agents Certificateholders and the Trust Noteholders from and against any loss, liability, liability or expense incurred by reason of (ai) the Transferor's willful misconductmisfeasance, bad faith, faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and or (bii) the Transferor's violation failure of federal or State securities laws in connection any Receivable conveyed to the Depositor hereunder to comply with the registration all requirements of the sale of the Residual Interest. (iii) The Transferor shall indemnify, defend, applicable law and hold harmless the Back-up Servicer (including in its capacity as successor Servicer), the Indenture Trustee and their respective officers, directors, employees and agents, from and against any loss, liability, or expense incurred as a result of third party claims arising out of the events or facts giving rise to a for breach of the covenants or its representations and warranties of the Transferor set forth contained herein or failure to perform in Sections 7.01 all material respects its obligations and 12.01 hereofduties contained herein. Indemnification under this Section 12.02 shall includesurvive the resignation or removal of the Owner Trustee, without limitationthe Indenture Trustee, the Custodian, the Backup Servicer or the Indenture Collateral Agent and the termination of this Agreement, the Indenture or the Trust Agreement, as applicable and shall include reasonable fees and expenses of counsel and other expenses of litigationlitigation provided however, -------- ------- that the liability of the Transferor for payments under this Section 7A.3 shall be subject to the availability of funds therefor. If the Transferor shall have made any indemnity payments to the Owner Trustee or the Trust pursuant to this Section and the Owner Trustee Person to or the Trust on behalf of whom such payments are made thereafter shall collect any of such amounts from others, the Owner Trustee or the Trust, as the case may be, such Person shall promptly repay such amounts to the Transferor, without interest. This indemnification shall survive the termination of this Agreement and the resignation or removal of the Owner Trustee or the Indenture Trustee. Notwithstanding the foregoing, any amounts Transferor shall pay pursuant to this Section 12.02 shall be paid solely from funds available for distribution to the Residual Interest Holder in accordance with the terms of the Basic Documents and shall in any case be nonrecourse to the Transferor and to the Transferor's assets and, to the extent funds are not so available to pay any amounts when due and owing, the claims relating thereto shall not constitute a claim (as defined in Section 101 of Title 11 of the United States Bankruptcy Code) against the Transferor but shall continue to accrue. Each party hereto agrees that the payment of any claim of any such party pursuant to this Section 12.02 shall be subordinated to the payment in full of all outstanding interest and principal due pursuant to the Notes to the Noteholders. The payment of any claim pursuant to this Section 12.02 shall in no event be construed as a "fee" of the Indenture Trustee or the Owner Trustee as such term is used in Section 8.05(a)(i) or Section 8.05(a)(iii) of the Indenture. The Transferor's obligation to provide indemnity under this Section 12.02 shall survive the termination of this Agreement or the earlier resignation or removal of either of the indemnified parties.

Liability of Transferor; Indemnities. (a) The Transferor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Transferor under this Agreement. (ib) The Transferor shall indemnify, defend, defend and hold harmless the Depositor, the Backup Servicer, the Issuer, the Insurer, the Owner Trustee, the Indenture Trustee, the Back-up Servicer (including in its capacity as successor Servicer), and their respective officers, directors, employees and agentsIndenture Collateral Agent, the Trust, the Noteholders, the Residual Interest Holders Certificateholders and the Certificateholders Noteholders from and against any taxes that may at any time be asserted against any such parties Person with respect to, to the transactions contemplated in this Agreement and as any of the date of, the sale of the Receivables to the Trust or the issuance and original sale of the Certificates, the Residual Interest and the Notes Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, Trustee or the Indenture Trustee and the Back-up Servicer and except any taxes to which the Owner Trustee, Trustee or the Indenture Trustee or the Back-up Servicer may otherwise be subject to, without regard to the transactions contemplated hereby), including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, privilege or license taxes (but, in the case of the TrustIssuer, not including any taxes asserted with respect to ownership of the Receivables or to, federal or other income taxes arising out of distributions on the Notes or Certificates and the Residual Interest or the Certificates other than any Residual Interest or Certificates held by the TransferorNotes) and reasonable costs and expenses in defending against the same. (iic) The Transferor shall indemnify, defend, defend and hold harmless the Depositor, the Backup Servicer, the Issuer, the Insurer, the Owner Trustee, the Indenture Trustee, the ServicerIndenture Collateral Agent, the Back-up Servicer, and their officers, directors, employees and agents Certificateholders and the Trust Noteholders from and against any loss, liability, liability or expense incurred by reason of (ai) the Transferor's willful misconductmisfeasance, bad faith, faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and or (bii) the Transferor's violation failure of federal or State securities laws in connection any Receivable conveyed to the Depositor hereunder to comply with the registration all requirements of the sale of the Residual Interest. (iii) The Transferor shall indemnify, defend, applicable law and hold harmless the Back-up Servicer (including in its capacity as successor Servicer), the Indenture Trustee and their respective officers, directors, employees and agents, from and against any loss, liability, or expense incurred as a result of third party claims arising out of the events or facts giving rise to a for breach of the covenants or its representations and warranties of the Transferor set forth contained herein or failure to perform in Sections 7.01 all material respects its obligations and 12.01 hereofduties contained herein. Indemnification under this Section 12.02 shall includesurvive the resignation or removal of the Owner Trustee, without limitationthe Indenture Trustee, the Backup Servicer or the Indenture Collateral Agent and the termination of this Agreement, the Indenture or the Trust Agreement, as applicable and shall include reasonable fees and expenses of counsel and other expenses of litigationlitigation provided however, that the liability of the Transferor for payments under this -------- ------- Section 7A.3 shall be subject to the availability of funds therefor. If the Transferor shall have made any indemnity payments to the Owner Trustee or the Trust pursuant to this Section and the Owner Trustee Person to or the Trust on behalf of whom such payments are made thereafter shall collect any of such amounts from others, the Owner Trustee or the Trust, as the case may be, such Person shall promptly repay such amounts to the Transferor, without interest. This indemnification shall survive the termination of this Agreement and the resignation or removal of the Owner Trustee or the Indenture Trustee. Notwithstanding the foregoing, any amounts Transferor shall pay pursuant to this Section 12.02 shall be paid solely from funds available for distribution to the Residual Interest Holder in accordance with the terms of the Basic Documents and shall in any case be nonrecourse to the Transferor and to the Transferor's assets and, to the extent funds are not so available to pay any amounts when due and owing, the claims relating thereto shall not constitute a claim (as defined in Section 101 of Title 11 of the United States Bankruptcy Code) against the Transferor but shall continue to accrue. Each party hereto agrees that the payment of any claim of any such party pursuant to this Section 12.02 shall be subordinated to the payment in full of all outstanding interest and principal due pursuant to the Notes to the Noteholders. The payment of any claim pursuant to this Section 12.02 shall in no event be construed as a "fee" of the Indenture Trustee or the Owner Trustee as such term is used in Section 8.05(a)(i) or Section 8.05(a)(iii) of the Indenture. The Transferor's obligation to provide indemnity under this Section 12.02 shall survive the termination of this Agreement or the earlier resignation or removal of either of the indemnified parties.

Liability of Transferor; Indemnities. The (a) Transferor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Transferor under this Agreement. (ib) The Transferor shall indemnify, defend, defend and hold harmless the Owner TrusteeIssuer, the Trustee and Indenture Trustee, the Back-up Servicer Trustee (including in its capacity as successor Servicer), and their respective officers, directors, employees and agents, the Trust, the Noteholders, the Residual Interest Holders and the Certificateholders ) from and against any taxes that may at any time be asserted against such parties any of them with respect to, and as to the transfer of the date of, the sale of the Receivables Leases to the Trust Issuer or the issuance and original sale of the Certificates, the Residual Interest Certificates and the Notes (except any income taxes arising out of fees paid to the Owner Trustee, the Indenture Trustee and the Back-up Servicer and except any taxes to which the Owner Trustee, the Indenture Trustee or the Back-up Servicer may otherwise be subject to, without regard to the transactions contemplated hereby)Notes, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, privilege or license taxes (but, in the case of the TrustIssuer, not including any taxes asserted with respect to ownership of the Receivables Leases or federal Federal or other income taxes arising out of distributions on the Notes or the Residual Interest or the Certificates other than any Residual Interest or Certificates held transactions contemplated by the Transferorthis Agreement) and reasonable costs and expenses in defending against the same. (iic) The Transferor shall indemnify, defend, defend and hold harmless the Owner TrusteeIssuer, the Trustee and Indenture Trustee, the Servicer, the Back-up Servicer, Trustee (and their officers, directors, employees and agents and the Trust agents) from and against any loss, liability, liability or expense (including costs of defense and legal fees and expenses) incurred or suffered by reason of of: (a i) the Transferor's willful misconductmisfeasance, bad faith, faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (bii) the Transferor's or Issuer's violation of federal Federal or State securities laws in connection with the registration of the offering and sale of the Residual Interest. (iii) The Transferor shall indemnify, defend, Notes and hold harmless the Back-up Servicer (including in its capacity as successor Servicer), the Indenture Trustee and their respective officers, directors, employees and agents, from and against any loss, liability, or expense incurred as a result of third party claims arising out of the events or facts giving rise to a breach of the covenants or representations and warranties of the Transferor set forth in Sections 7.01 and 12.01 hereofCertificates. Indemnification under this Section 12.02 shall include, without limitation, survive the resignation or removal of Trustee or Indenture Trustee or the termination of this Agreement and the Indenture and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Transferor shall have made any indemnity payments to the Owner Trustee or the Trust pursuant to this Section and the Owner Trustee Person to or the Trust on behalf of whom such payments are made thereafter shall collect any of such amounts from others, the Owner Trustee or the Trust, as the case may be, such Person shall promptly repay such amounts to the Transferor, without interest. This indemnification shall survive the termination of this Agreement and the resignation or removal of the Owner Trustee or the Indenture Trustee. Notwithstanding the foregoing, any amounts Transferor shall pay pursuant to this Section 12.02 shall be paid solely from funds available for distribution to the Residual Interest Holder in accordance with the terms of the Basic Documents and shall in any case be nonrecourse to the Transferor and to the Transferor's assets and, to the extent funds are not so available to pay any amounts when due and owing, the claims relating thereto shall not constitute a claim (as defined in Section 101 of Title 11 of the United States Bankruptcy Code) against the Transferor but shall continue to accrue. Each party hereto agrees that the payment of any claim of any such party pursuant to this Section 12.02 shall be subordinated to the payment in full of all outstanding interest and principal due pursuant to the Notes to the Noteholders. The payment of any claim pursuant to this Section 12.02 shall in no event be construed as a "fee" of the Indenture Trustee or the Owner Trustee as such term is used in Section 8.05(a)(i) or Section 8.05(a)(iii) of the Indenture. The Transferor's obligation to provide indemnity under this Section 12.02 shall survive the termination of this Agreement or the earlier resignation or removal of either of the indemnified parties.

Liability of Transferor; Indemnities. The Transferor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Transferor under this Agreement. (ia) The Transferor shall indemnify, defend, defend and hold harmless the Owner TrusteeIssuer, the Indenture Trustee, the Back-up Servicer (including in its capacity as successor Servicer), Trustee and their respective officers, directors, employees directors and agents, the Trust, the Noteholders, the Residual Interest Holders and the Certificateholders agents from and against any taxes that may at any time be asserted against such parties the Issuer or the Trustee or their respective officers, directors, and agents with respect to, and as to the transfer of the date of, the sale of the Receivables Contracts to the Trust Issuer or the issuance and original sale of the Certificates, the Residual Interest and the Notes (except any income taxes arising out of fees paid to the Owner Trustee, the Indenture Trustee and the Back-up Servicer and except any taxes to which the Owner Trustee, the Indenture Trustee or the Back-up Servicer may otherwise be subject to, without regard to the transactions contemplated hereby)Notes, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, privilege or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes arising out of distributions on the Notes or the Residual Interest or the Certificates other than any Residual Interest or Certificates held by the Transferor) and reasonable costs and expenses in defending against the same. (iib) The Transferor shall indemnify, defend, defend and hold harmless the Owner Trustee, Issuer and the Indenture Trustee, the Servicer, the Back-up Servicer, Trustee and their officers, directors, employees and agents and the Trust from and against any loss, liability, liability or expense incurred by reason of (ai) the Transferor's willful misconductmisfeasance, bad faith, faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (bii) the Transferor's or the Issuer's violation or alleged violation of federal Federal or State state securities laws in connection with the registration of the offering and sale of the Residual Interest. (iii) The Transferor shall indemnify, defend, and hold harmless the Back-up Servicer (including in its capacity as successor Servicer), the Indenture Trustee and their respective officers, directors, employees and agents, from and against any loss, liability, or expense incurred as a result of third party claims arising out of the events or facts giving rise to a breach of the covenants or representations and warranties of the Transferor set forth in Sections 7.01 and 12.01 hereofNotes. Indemnification under this Section 12.02 shall include, without limitation, survive the resignation or removal of the Trustee and the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Transferor shall have made any indemnity payments to the Owner Trustee or the Trust pursuant to this Section 6.02 and the Owner Trustee Person to or the Trust on behalf of whom such payments are made thereafter shall collect any of such amounts from others, the Owner Trustee or the Trust, as the case may be, such Person shall promptly repay such amounts collected from others to the Transferor, without interest. This indemnification shall survive the termination of this Agreement and the resignation or removal of the Owner Trustee or the Indenture Trustee. Notwithstanding the foregoing, any amounts Transferor shall pay pursuant to this Section 12.02 shall be paid solely from funds available for distribution to the Residual Interest Holder in accordance with the terms of the Basic Documents and shall in any case be nonrecourse to the Transferor and to the Transferor's assets and, to the extent funds are not so available to pay any amounts when due and owing, the claims relating thereto shall not constitute a claim (as defined in Section 101 of Title 11 of the United States Bankruptcy Code) against the Transferor but shall continue to accrue. Each party hereto agrees that the payment of any claim of any such party pursuant to this Section 12.02 shall be subordinated to the payment in full of all outstanding interest and principal due pursuant to the Notes to the Noteholders. The payment of any claim pursuant to this Section 12.02 shall in no event be construed as a "fee" of the Indenture Trustee or the Owner Trustee as such term is used in Section 8.05(a)(i) or Section 8.05(a)(iii) of the Indenture. The Transferor's obligation to provide indemnity under this Section 12.02 shall survive the termination of this Agreement or the earlier resignation or removal of either of the indemnified parties.

Liability of Transferor; Indemnities. The Transferor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Transferor under this Agreement., which obligations shall include the following: (ia) The Transferor shall indemnify, defend, defend and hold harmless the Owner TrusteeIssuer, the Indenture Trustee, Trustees and the Back-up Servicer (including in its capacity as successor Servicer), and their respective any of the officers, directors, employees and agentsagents of the Issuer, the Trust, the Noteholders, the Residual Interest Holders Owner Trustee and the Certificateholders Indenture Trustee from and against any taxes that may at any time be asserted against any such parties Person with respect to the transactions contemplated herein and in the other Basic Documents, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Trust Issuer or the issuance and original sale of the Certificates, the Residual Interest and the Notes (except any income taxes arising out of fees paid to the Owner Trustee, the Indenture Trustee and the Back-up Servicer and except any taxes to which the Owner Trustee, the Indenture Trustee or the Back-up Servicer may otherwise be subject to, without regard to the transactions contemplated hereby), including any sales, gross receipts, general corporation, tangible or intangible personal property, privilegeSecurities, or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables Receivables, or federal or other income taxes arising out of distributions on the Notes or the Residual Interest or the Certificates other than any Residual Interest or Certificates held by the TransferorSecurities) and reasonable costs and expenses in defending against the same. (iib) The Transferor shall indemnify, defend, defend and hold harmless the Owner TrusteeIssuer, the Indenture Trustee, Trustees and the Servicer, Securityholders and any of the Back-up Servicer, and their officers, directors, employees and agents of the Issuer, the Owner Trustee and the Trust Indenture Trustee from and against any loss, liability, liability or expense incurred by reason of (ai) the Transferor's willful misconductmisfeasance, bad faith, faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (bii) the Transferor's or the Issuer's violation of federal or State state securities laws in connection with the registration of the offering and sale of the Residual InterestSecurities. (iiic) The Transferor shall indemnify, defend, defend and hold harmless the Back-up Servicer (including in its capacity as successor Servicer), the Indenture Trustee Trustees and their respective officers, directors, employees and agents, agents from and against any lossall costs, liabilityexpenses, or expense incurred as a result of third party claims losses, claims, damages and liabilities arising out of or incurred in connection with the events acceptance or facts giving rise to a breach performance of the covenants or representations trusts and warranties duties herein and contained in the Trust Agreement, in the case of the Transferor Owner Trustee, and contained in the Indenture, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability: (i) in the case of the Owner Trustee, shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee or shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Sections 7.01 Section 7.03 of the Trust Agreement, or (ii) in the case of the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Indenture Trustee. (d) The Transferor shall pay any and 12.01 hereofall taxes levied or assessed upon all or any part of the Owner Trust Estate. Indemnification under this Section 12.02 shall includesurvive the resignation or removal of the Owner Trustee or the Indenture Trustee, without limitationas the case may be, and the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Transferor shall have made any indemnity payments to the Owner Trustee or the Trust pursuant to this Section and the Owner Trustee Person to or the Trust on behalf of whom such payments are made thereafter shall collect any of such amounts from others, the Owner Trustee or the Trust, as the case may be, such Person shall promptly repay such amounts to the Transferor, without interest. This indemnification shall survive the termination of this Agreement and the resignation or removal of the Owner Trustee or the Indenture Trustee. Notwithstanding the foregoing, any amounts Transferor shall pay pursuant to this Section 12.02 shall be paid solely from funds available for distribution to the Residual Interest Holder in accordance with the terms of the Basic Documents and shall in any case be nonrecourse to the Transferor and to the Transferor's assets and, to the extent funds are not so available to pay any amounts when due and owing, the claims relating thereto shall not constitute a claim (as defined in Section 101 of Title 11 of the United States Bankruptcy Code) against the Transferor but shall continue to accrue. Each party hereto agrees that the payment of any claim of any such party pursuant to this Section 12.02 shall be subordinated to the payment in full of all outstanding interest and principal due pursuant to the Notes to the Noteholders. The payment of any claim pursuant to this Section 12.02 shall in no event be construed as a "fee" of the Indenture Trustee or the Owner Trustee as such term is used in Section 8.05(a)(i) or Section 8.05(a)(iii) of the Indenture. The Transferor's obligation to provide indemnity under this Section 12.02 shall survive the termination of this Agreement or the earlier resignation or removal of either of the indemnified parties.

Liability of Transferor; Indemnities. (a) The Transferor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Transferor under this Agreement. (ib) The Transferor shall indemnify, defend, defend and hold harmless the Depositor, the Backup Servicer, the Issuer, the Insurer, the Owner Trustee, the Custodian, the Indenture Trustee, the Back-up Servicer (including in its capacity as successor Servicer), and their respective officers, directors, employees and agentsIndenture Collateral Agent, the Trust, the Noteholders, the Residual Interest Holders Certificateholders and the Certificateholders Noteholders from and against any taxes that may at any time be asserted against any such parties Person with respect to, to the transactions contemplated in this Agreement and as any of the date of, the sale of the Receivables to the Trust or the issuance and original sale of the Certificates, the Residual Interest and the Notes Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, Trustee or the Indenture Trustee and the Back-up Servicer and except any taxes to which the Owner Trustee, Trustee or the Indenture Trustee or the Back-up Servicer may otherwise be subject to, without regard to the transactions contemplated hereby), including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, privilege or license taxes (but, in the case of the TrustIssuer, not including any taxes asserted with respect to ownership of the Receivables or to, federal or other income taxes arising out of distributions on the Notes or Certificates and the Residual Interest or the Certificates other than any Residual Interest or Certificates held by the TransferorNotes) and reasonable costs and expenses in defending against the same. (iic) The Transferor shall indemnify, defend, defend and hold harmless the Depositor, the Backup Servicer, the Issuer, the Insurer, the Owner Trustee, the Custodian, the Indenture Trustee, the ServicerIndenture Collateral Agent, the Back-up Servicer, and their officers, directors, employees and agents Certificateholders and the Trust Noteholders from and against any loss, liability, liability or expense incurred by reason of (ai) the Transferor's willful misconductmisfeasance, bad faith, faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and or (bii) the Transferor's violation failure of federal or State securities laws in connection any Receivable conveyed to the Depositor hereunder to comply with the registration all requirements of the sale of the Residual Interest. (iii) The Transferor shall indemnify, defend, applicable law and hold harmless the Back-up Servicer (including in its capacity as successor Servicer), the Indenture Trustee and their respective officers, directors, employees and agents, from and against any loss, liability, or expense incurred as a result of third party claims arising out of the events or facts giving rise to a for breach of the covenants or its representations and warranties of the Transferor set forth contained herein or failure to perform in Sections 7.01 all material respects its obligations and 12.01 hereofduties contained herein. Indemnification under this Section 12.02 shall includesurvive the resignation or removal of the Owner Trustee, without limitationthe Indenture Trustee, the Custodian, the Backup Servicer or the Indenture Collateral Agent and the termination of this Agreement, the Indenture or the Trust Agreement, as applicable and shall include reasonable fees and expenses of counsel and other expenses of litigationlitigation provided however, ------- that the liability of the Transferor for payments under this Section 7A.3 shall be subject to the availability of funds therefor. If the Transferor shall have made any indemnity payments to the Owner Trustee or the Trust pursuant to this Section and the Owner Trustee Person to or the Trust on behalf of whom such payments are made thereafter shall collect any of such amounts from others, the Owner Trustee or the Trust, as the case may be, such Person shall promptly repay such amounts to the Transferor, without interest. This indemnification shall survive the termination of this Agreement and the resignation or removal of the Owner Trustee or the Indenture Trustee. Notwithstanding the foregoing, any amounts Transferor shall pay pursuant to this Section 12.02 shall be paid solely from funds available for distribution to the Residual Interest Holder in accordance with the terms of the Basic Documents and shall in any case be nonrecourse to the Transferor and to the Transferor's assets and, to the extent funds are not so available to pay any amounts when due and owing, the claims relating thereto shall not constitute a claim (as defined in Section 101 of Title 11 of the United States Bankruptcy Code) against the Transferor but shall continue to accrue. Each party hereto agrees that the payment of any claim of any such party pursuant to this Section 12.02 shall be subordinated to the payment in full of all outstanding interest and principal due pursuant to the Notes to the Noteholders. The payment of any claim pursuant to this Section 12.02 shall in no event be construed as a "fee" of the Indenture Trustee or the Owner Trustee as such term is used in Section 8.05(a)(i) or Section 8.05(a)(iii) of the Indenture. The Transferor's obligation to provide indemnity under this Section 12.02 shall survive the termination of this Agreement or the earlier resignation or removal of either of the indemnified parties.

Liability of Transferor; Indemnities. The Transferor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Transferor under this Agreement. (i) The Transferor shall indemnify, defend, and hold harmless the Owner Trustee, the Indenture Trustee, the Insurer, the Back-up Servicer (including in its capacity as successor Servicer), and their respective officers, directors, employees and agents, the Trust, the Noteholders, the Residual Interest Holders Trust and the Certificateholders Noteholders from and against any taxes that may at any time be asserted against such parties with respect to, and as of the date of, the sale of the Receivables to the Trust or the issuance and original sale of the Certificates, the Residual Interest Certificate and the Notes (except any income taxes arising out of fees paid to the Owner Trustee, the Indenture Trustee Trustee, the Insurer and the Back-up Servicer and except any taxes to which the Owner Trustee, the Indenture Trustee Trustee, the Insurer or the Back-up Servicer may otherwise be subject to, without regard to the transactions contemplated hereby), including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes arising out of distributions on the Notes Certificate or the Residual Interest or the Certificates other than any Residual Interest or Certificates held by the TransferorNotes) and reasonable costs and expenses in defending against the same. (ii) The Transferor shall indemnify, defend, and hold harmless the Owner Trustee, the Indenture Trustee, the Insurer, the Servicer, the Back-up Servicer, and their officers, directors, employees and agents and the Trust from and against any loss, liability, or expense incurred by reason of (a) the Transferor's ’s willful misconduct, bad faith, or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (b) the Transferor's ’s violation of federal or State securities laws in connection with the registration of the sale of the Residual InterestCertificates. (iii) The Transferor shall indemnify, defend, and hold harmless the Back-up Servicer (including in its capacity as successor Servicer), the Indenture Trustee and their respective officers, directors, employees and agents, from and against any loss, liability, or expense incurred as a result of third party claims arising out of the events or facts giving rise to a breach of the covenants or representations and warranties of the Transferor set forth in Sections 7.01 and 12.01 hereof. Indemnification under this Section 12.02 shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Transferor shall have made any indemnity payments to the Owner Trustee or the Trust pursuant to this Section and the Owner Trustee or the Trust thereafter shall collect any of such amounts from others, the Owner Trustee or the Trust, as the case may be, shall repay such amounts to the Transferor, without interest. This indemnification shall survive the termination of this Agreement and the resignation or removal of the Owner Trustee or the Indenture Trustee. Notwithstanding the foregoing, any amounts Transferor shall pay pursuant to this Section 12.02 shall be paid solely from funds available for distribution to the Residual Interest Holder Certificateholder in accordance with the terms of the Basic Documents and shall in any case be nonrecourse to the Transferor and to the Transferor's ’s assets and, to the extent funds are not so available to pay any amounts when due and owing, the claims relating thereto shall not constitute a claim (as defined in Section 101 of Title 11 of the United States Bankruptcy Code) against the Transferor but shall continue to accrue. Each party hereto agrees that the payment of any claim of any such party pursuant to this Section 12.02 shall be subordinated to the payment in full of all outstanding interest and principal due pursuant to the Notes to the Noteholders. The payment of any claim pursuant to this Section 12.02 shall in no event be construed as a "“fee" ” of the Indenture Trustee or the Owner Trustee as such term is used in Section 8.05(a)(i) or Section 8.05(a)(iii) of the Indenture. The Transferor's ’s obligation to provide indemnity under this Section 12.02 shall survive the termination of this Agreement or the earlier resignation or removal of either of the indemnified parties.

Liability of Transferor; Indemnities. The Transferor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Transferor under this Agreement. (i) The Transferor shall indemnify, defend, and hold harmless the Owner TrusteeTrust Collateral Agent, the Indenture Trustee, the Note Insurer, the Master Servicer, the Subservicer, the Collateral Agent, Back-up Servicer (including in its capacity as successor Servicer), and their respective officers, directors, employees and agents, the Trust, the Noteholders, the Residual Interest Holders Owner Trustee and the Certificateholders Trust from and against any taxes that may at any time be asserted against such parties the Trust Collateral Agent or the Trust with respect to, and as of the date ofClosing Date, with respect to the Initial Receivables, and the related Subsequent Transfer Date, with respect to the Subsequent Receivables, the sale of the related Receivables to the Trust or the issuance and original sale of the Certificates, Securities or asserted with respect to ownership of the Residual Interest and the Notes (except any income taxes arising out of fees paid to the Owner Trustee, the Indenture Trustee and the Back-up Servicer and except any taxes to which the Owner Trustee, the Indenture Trustee or the Back-up Servicer may otherwise be subject to, without regard to the transactions contemplated hereby)Receivables, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes arising out of distributions on the Notes or the Residual Interest or the Certificates other than any Residual Interest or Certificates held by the Transferor) and reasonable costs and expenses in defending against the same. (ii) The Transferor shall indemnify, defend, and hold harmless the Owner TrusteeTrust Collateral Agent, the Indenture Trustee, the Note Insurer, the Collateral Agent, the Subservicer, the Master Servicer, the Back-up Servicer, the Owner Trustee and the Trust and their respective officers, directors, employees and agents agents, and the Trust from and against any loss, liability, or expense incurred by reason of (a) the Transferor's willful misconduct, bad faith, willful misconduct or negligence in the performance of its duties under this AgreementAgreement or any other Basic Document to which it is a party, or by reason of reckless disregard of its the Transferor's obligations and duties under this Agreement and or any other Basic Document to which it is a party, or (b) the Transferor's violation of federal or State state securities laws in connection with the registration of the initial sale of the Residual Interest. (iii) The Transferor shall indemnify, defend, and hold harmless the Back-up Servicer (including in its capacity as successor Servicer), the Indenture Trustee and their respective officers, directors, employees and agents, from and against any loss, liability, or expense incurred as a result of third party claims arising out of the events or facts giving rise to a breach of the covenants or representations and warranties of the Transferor set forth in Sections 7.01 and 12.01 hereofSecurities. Indemnification under this Section 12.02 shall survive the termination of this Agreement and shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Transferor shall have made any indemnity payments payment to the Trust Collateral Agent, the Collateral Agent, the Indenture Trustee, the Note Insurer, the Subservicer, the Master Servicer, the Back-up Servicer, the Owner Trustee or the Trust pursuant to this Section and the Owner Trustee or the Trust any such Person thereafter shall collect any of such amounts from others, the Owner Trustee or the Trust, as the case may be, then such Person shall repay such amounts to the Transferor, without interest. This indemnification shall survive In addition, the termination of this Agreement and the resignation or removal of the Owner Trustee or the Indenture Trustee. Notwithstanding the foregoing, any amounts Transferor shall pay the costs as provided in the Indenture, including Section 5.14 thereof. If the Transferor fails to indemnify pursuant to this Section 12.02 6.02, the Trust Collateral Agent, the Indenture Trustee, the Note Insurer or the Owner Trustee, as applicable, shall notify the Originator of such failure and the Originator shall pay the amount of such indemnification to the applicable person within three Business Days of receipt of such notice. Notwithstanding anything to the contrary contained in this Agreement, the obligations of the Transferor under this Section 6.02 are solely the corporate obligations of the Transferor, and shall be paid payable by the Transferor, solely from as provided in this Section 6.02. The Transferor shall only be required to pay (a) any fees, expenses, indemnities or other liabilities that it may incur under this Section 6.02 to the extent the Transferor has funds available for distribution that would be in excess of amounts that would be necessary to pay the Residual Interest Holder debt and other obligations of the Transferor incurred in accordance with the terms Transferor's certificate of formation and operating agreement and all financing documents to which the Transferor is a party and (b) any expenses, indemnities or other liabilities that it may incur under this Section 6.02 only to the extent it receives funds designated for such purposes or to the extent it has funds available that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Basic Documents and shall Transferor incurred in any case be nonrecourse to the Transferor and to accordance with the Transferor's assets andcertificate of formation and operating agreement and all financing documents to which the Transferor is a party. In addition, to no amount owing by the extent funds are not so available Transferor hereunder in excess of the liabilities that it is required to pay any amounts when due and owing, in accordance with the claims relating thereto preceding sentence shall not constitute a claim "claim" (as defined in Section 101 of Title 11 101(5) of the United States Bankruptcy Code) against the Transferor but it. No recourse shall continue to accrue. Each party hereto agrees that be had for the payment of any claim of any such party pursuant to this Section 12.02 shall be subordinated to amount owing hereunder or for the payment in full of all outstanding interest and principal due pursuant to the Notes to the Noteholders. The payment of any fee hereunder or any other obligation of, or claim pursuant to against, the Transferor arising out of or based upon this Section 12.02 6.02, against any member, employee, officer, agent, director or authorized person of the Transferor or of any Affiliate thereof (other than with respect to any obligation of the Originator as set forth in the last sentence of the foregoing paragraph); provided, however, that the foregoing shall in no event be construed not relieve any such person or entity of any liability they might otherwise have as a "fee" result of the Indenture Trustee fraudulent actions or the Owner Trustee as such term is used in Section 8.05(a)(i) willful misconduct or Section 8.05(a)(iii) of the Indenture. The Transferor's obligation to provide indemnity under this Section 12.02 shall survive the termination of this Agreement or the earlier resignation or removal of either of the indemnified partiesomissions taken by them.

Liability of Transferor; Indemnities. The Transferor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Transferor under this Agreement., such obligations shall include the following: (ia) The Transferor shall indemnify, defend, defend and hold harmless the Owner TrusteeIssuer, the Indenture Trustee, Trustees and the Back-up Servicer (including in its capacity as successor Servicer), and their respective any of the officers, directors, employees and agentsagents of the Issuer, the Trust, the Noteholders, the Residual Interest Holders Owner Trustee and the Certificateholders Indenture Trustee from and against any taxes that may at any time be asserted against any such parties Person with respect to the transactions contemplated herein and in the other Basic Documents, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Trust Issuer or the issuance and original sale of the Certificates, the Residual Interest and the Notes (except any income taxes arising out of fees paid to the Owner Trustee, the Indenture Trustee and the Back-up Servicer and except any taxes to which the Owner Trustee, the Indenture Trustee or the Back-up Servicer may otherwise be subject to, without regard to the transactions contemplated hereby), including any sales, gross receipts, general corporation, tangible or intangible personal property, privilegeSecurities, or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables Receivables, or federal or other income taxes arising out of distributions on the Notes or the Residual Interest or the Certificates other than any Residual Interest or Certificates held by the TransferorSecurities) and reasonable costs and expenses in defending against the same. (iib) The Transferor shall indemnify, defend, defend and hold harmless the Owner TrusteeIssuer, the Indenture Trustee, Trustees and the Servicer, Securityholders and any of the Back-up Servicer, and their officers, directors, employees and agents of the Issuer, the Owner Trustee and the Trust Indenture Trustee from and against any loss, liability, liability or expense incurred by reason of (ai) the Transferor's willful misconductmisfeasance, bad faith, faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (bii) the Transferor's or the Issuer's violation of federal or State state securities laws in connection with the registration of the offering and sale of the Residual InterestSecurities. (iiic) The Transferor shall indemnify, defend, defend and hold harmless the Back-up Servicer (including in its capacity as successor Servicer), the Indenture Trustee Trustees and their respective officers, directors, employees and agents, agents from and against any lossall costs, liabilityexpenses, or expense incurred as a result of third party claims losses, claims, damages and liabilities arising out of or incurred in connection with the events acceptance or facts giving rise to a breach performance of the covenants or representations trusts and warranties duties herein and contained in the Trust Agreement, in the case of the Transferor Owner Trustee, and contained in the Indenture, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability: (i) in the case of the Owner Trustee, shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee or shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Sections 7.01 Section 7.03 of the Trust Agreement, or (ii) in the case of the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Indenture Trustee. (d) The Transferor shall pay any and 12.01 hereofall taxes levied or assessed upon all or any part of the Owner Trust Estate. Indemnification under this Section 12.02 shall includesurvive the resignation or removal of the Owner Trustee or the Indenture Trustee, without limitationas the case may be, and the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Transferor shall have made any indemnity payments to the Owner Trustee or the Trust pursuant to this Section and the Owner Trustee Person to or the Trust on behalf of whom such payments are made thereafter shall collect any of such amounts from others, the Owner Trustee or the Trust, as the case may be, such Person shall promptly repay such amounts to the Transferor, without interest. This indemnification shall survive the termination of this Agreement and the resignation or removal of the Owner Trustee or the Indenture Trustee. Notwithstanding the foregoing, any amounts Transferor shall pay pursuant to this Section 12.02 shall be paid solely from funds available for distribution to the Residual Interest Holder in accordance with the terms of the Basic Documents and shall in any case be nonrecourse to the Transferor and to the Transferor's assets and, to the extent funds are not so available to pay any amounts when due and owing, the claims relating thereto shall not constitute a claim (as defined in Section 101 of Title 11 of the United States Bankruptcy Code) against the Transferor but shall continue to accrue. Each party hereto agrees that the payment of any claim of any such party pursuant to this Section 12.02 shall be subordinated to the payment in full of all outstanding interest and principal due pursuant to the Notes to the Noteholders. The payment of any claim pursuant to this Section 12.02 shall in no event be construed as a "fee" of the Indenture Trustee or the Owner Trustee as such term is used in Section 8.05(a)(i) or Section 8.05(a)(iii) of the Indenture. The Transferor's obligation to provide indemnity under this Section 12.02 shall survive the termination of this Agreement or the earlier resignation or removal of either of the indemnified parties.

Liability of Transferor; Indemnities. The Transferor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Transferor under this Agreement. (ia) The Transferor shall indemnify, defend, defend and hold harmless the Purchaser, Issuer, Owner Trustee, the Indenture Trustee, the Back-up Servicer Trustee (including individually and in its capacity as successor Servicer), such) and Indenture Trustee (individually and in its capacity as such) and their respective officers, directors, employees and agents, the Trust, the Noteholders, the Residual Interest Holders and the Certificateholders agents from and against any taxes that may at any time be asserted against any such parties Person with respect to, and as of on the date of, the sale of the Receivables to the Trust or the issuance and original sale of the Certificates, the Residual Interest and the Notes (except any income taxes arising out of fees paid to the Owner Trustee, the Indenture Trustee and the Back-up Servicer and except any taxes to which the Owner Trustee, the Indenture Trustee or the Back-up Servicer may otherwise be subject to, without regard to the transactions contemplated hereby)Purchaser, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, privilege or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal Federal or other income taxes arising out of distributions on this Agreement and the Notes or the Residual Interest or the Certificates other than any Residual Interest or Certificates held by the TransferorBasic Documents) and reasonable costs and expenses in defending against the same. (iib) The Transferor shall indemnify, defend, defend and hold harmless the Purchaser, Issuer, Owner TrusteeTrustee (individually and in its capacity as such), Indenture Trustee (individually and in its capacity as such), the Indenture TrusteeCertificateholders, the Servicer, Noteholders and the Back-up Servicer, and their officers, directors, employees and agents of Purchaser, Issuer, Owner Trustee and the Trust Indenture Trustee from and against any lossand all costs, liabilityexpenses, losses, claims, damages and liabilities to the extent arising out of, or expense incurred by reason imposed upon such Person through or as a result of (ai) the Transferor's willful misconductmisfeasance, bad faith, faith or gross negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (bii) the Transferor's violation failure of federal any Receivable conveyed by it to Purchaser hereunder, or State securities laws in connection with the registration of the sale of the Residual Interest. related Financed Vehicle, to comply with all requirements of applicable law, (iii) The Transferor shall indemnifyany breach of any of Transferor's representations, defendwarranties or covenants contained herein or in any other Basic Document, and hold harmless the Back-up Servicer (including in its capacity as successor Servicer)provided, the Indenture Trustee and their respective officershowever, directors, employees and agents, from and against any loss, liability, or expense incurred as a result of third party claims arising out of the events or facts giving rise with respect to a breach of the covenants or Transferor's representations and warranties of the Transferor as set forth in Sections 7.01 SECTION 3.3, any indemnification amounts owed pursuant to this SECTION 4.2 with respect to a Receivable shall give effect to and 12.01 not be duplicative of the Purchase Amounts paid by Transferor pursuant to SECTION 3.4 hereof, and (iv) the use, ownership or operation by Transferor or any of its Affiliates of a Financed Vehicle prior to the Cutoff Date. Indemnification under this Section 12.02 shall include, without limitation, survive the termination of this Agreement or any other Basic Documents and the resignation or removal of the Owner Trustee or Indenture Trustee and shall include reasonable fees and expenses of counsel and other expenses of litigation. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any Person in respect of which indemnity may be sought pursuant to this Section, such Person (the "INDEMNIFIED PERSON") shall promptly notify Transferor in writing, and Transferor, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Transferor designates in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. Transferor shall not be liable for any settlement of any claim or proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Transferor agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Transferor shall not, without the prior written consent of the Indemnified Person, effect any settlement of any proceeding or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Persons from all liability on claims that are the subject matter of such proceeding. If Transferor shall have made any indemnity payments to the Owner Trustee or the Trust pursuant to this Section and the Owner Trustee Person to or the Trust on behalf of whom such payments are made thereafter shall collect any of such amounts from others, the Owner Trustee or the Trust, as the case may be, such Person shall promptly repay such amounts to the TransferorSeller, without interest. This indemnification shall survive the termination of this Agreement and the resignation or removal of the Owner Trustee or the Indenture Trustee. Notwithstanding the foregoing, any amounts Transferor shall pay pursuant to this Section 12.02 shall be paid solely from funds available for distribution to the Residual Interest Holder in accordance with the terms of the Basic Documents and shall in any case be nonrecourse to the Transferor and to the Transferor's assets and, to the extent funds are not so available to pay any amounts when due and owing, the claims relating thereto shall not constitute a claim (as defined in Section 101 of Title 11 of the United States Bankruptcy Code) against the Transferor but shall continue to accrue. Each party hereto agrees that the payment of any claim of any such party pursuant to this Section 12.02 shall be subordinated to the payment in full of all outstanding interest and principal due pursuant to the Notes to the Noteholders. The payment of any claim pursuant to this Section 12.02 shall in no event be construed as a "fee" of the Indenture Trustee or the Owner Trustee as such term is used in Section 8.05(a)(i) or Section 8.05(a)(iii) of the Indenture. The Transferor's obligation to provide indemnity under this Section 12.02 shall survive the termination of this Agreement or the earlier resignation or removal of either of the indemnified parties.

Liability of Transferor; Indemnities. (a) The Transferor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Transferor under this Agreement. (ib) The Transferor shall indemnify, defend, defend and hold harmless the Depositor, the Backup Servicer, the Issuer, the Insurer, the Owner Trustee, the Indenture Trustee, the Back-up Servicer (including in its capacity as successor Servicer), and their respective officers, directors, employees and agentsIndenture Collateral Agent, the Trust, the Noteholders, the Residual Interest Holders Certificateholders and the Certificateholders Noteholders from and against any taxes that may at any time be asserted against any such parties Person with respect to, to the transactions contemplated in this Agreement and as any of the date of, the sale of the Receivables to the Trust or the issuance and original sale of the Certificates, the Residual Interest and the Notes Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, Trustee or the Indenture Trustee and the Back-up Servicer and except any taxes to which the Owner Trustee, Trustee or the Indenture Trustee or the Back-up Servicer may otherwise be subject to, without regard to the transactions contemplated hereby), including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, privilege or license taxes (but, in the case of the TrustIssuer, not including any taxes asserted with respect to ownership of the Receivables or to, federal or other income taxes arising out of distributions on the Notes or Certificates and the Residual Interest or the Certificates other than any Residual Interest or Certificates held by the TransferorNotes) and reasonable costs and expenses in defending against the same. (iic) The Transferor shall indemnify, defend, defend and hold harmless the Depositor, the Backup Servicer, the Issuer, the Insurer, the Owner Trustee, the Indenture Trustee, the ServicerIndenture Collateral Agent, the Back-up Servicer, and their officers, directors, employees and agents Certificateholders and the Trust Noteholders from and against any loss, liability, liability or expense incurred by reason of (ai) the Transferor's willful misconductmisfeasance, bad faith, faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and or (bii) the Transferor's violation failure of federal or State securities laws in connection any Receivable conveyed to the Depositor hereunder to comply with the registration all requirements of the sale of the Residual Interest. (iii) The Transferor shall indemnify, defend, applicable law and hold harmless the Back-up Servicer (including in its capacity as successor Servicer), the Indenture Trustee and their respective officers, directors, employees and agents, from and against any loss, liability, or expense incurred as a result of third party claims arising out of the events or facts giving rise to a for breach of the covenants or its representations and warranties of the Transferor set forth contained herein or failure to perform in Sections 7.01 all material respects its obligations and 12.01 hereofduties contained herein. Indemnification under this Section 12.02 shall includesurvive the resignation or removal of the Owner Trustee, without limitationthe Indenture Trustee, the Backup Servicer or the Indenture Collateral Agent and the termination of this Agreement, the Indenture or the Trust Agreement, as applicable and shall include reasonable fees and expenses of counsel and other expenses of litigationlitigation provided however, that the liability of the Transferor for payments under this Section 7A.3 shall be subject to the availability of funds therefor. If the Transferor shall have made any indemnity payments to the Owner Trustee or the Trust pursuant to this Section and the Owner Trustee Person to or the Trust on behalf of whom such payments are made thereafter shall collect any of such amounts from others, the Owner Trustee or the Trust, as the case may be, such Person shall promptly repay such amounts to the Transferor, without interest. This indemnification shall survive the termination of this Agreement and the resignation or removal of the Owner Trustee or the Indenture Trustee. Notwithstanding the foregoing, any amounts Transferor shall pay pursuant to this Section 12.02 shall be paid solely from funds available for distribution to the Residual Interest Holder in accordance with the terms of the Basic Documents and shall in any case be nonrecourse to the Transferor and to the Transferor's assets and, to the extent funds are not so available to pay any amounts when due and owing, the claims relating thereto shall not constitute a claim (as defined in Section 101 of Title 11 of the United States Bankruptcy Code) against the Transferor but shall continue to accrue. Each party hereto agrees that the payment of any claim of any such party pursuant to this Section 12.02 shall be subordinated to the payment in full of all outstanding interest and principal due pursuant to the Notes to the Noteholders. The payment of any claim pursuant to this Section 12.02 shall in no event be construed as a "fee" of the Indenture Trustee or the Owner Trustee as such term is used in Section 8.05(a)(i) or Section 8.05(a)(iii) of the Indenture. The Transferor's obligation to provide indemnity under this Section 12.02 shall survive the termination of this Agreement or the earlier resignation or removal of either of the indemnified parties.

Liability of Transferor; Indemnities. The Transferor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Transferor under this Agreement. (ia) The Transferor shall indemnify, defend, defend and hold harmless the Owner TrusteeIssuer, the Owner Trustee and the Indenture Trustee, the Back-up Servicer (including in its capacity as successor Servicer), Trustee and their respective officers, directors, employees directors and agents, the Trust, the Noteholders, the Residual Interest Holders and the Certificateholders agents from and against any taxes that may at any time be asserted against such parties the Issuer, the Owner Trustee or the Indenture Trustee or their respective officers, directors, and agents with respect to, and as of the date of, to the sale of the Receivables to the Trust Issuer or the issuance and original sale of the Certificates, the Residual Interest and the Notes (except any income taxes arising out of fees paid to the Owner Trustee, the Indenture Trustee and the Back-up Servicer and except any taxes to which the Owner Trustee, the Indenture Trustee or the Back-up Servicer may otherwise be subject to, without regard to the transactions contemplated hereby)Notes, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, privilege or license taxes (but, in the case of the TrustIssuer, not including any taxes asserted with respect to ownership of the Receivables or federal Federal or other income taxes arising out of distributions on the Notes or the Residual Interest or the Certificates other than any Residual Interest or Certificates held transactions contemplated by the Transferorthis Agreement) and reasonable costs and expenses in defending against the same. (iib) The Transferor shall indemnify, defend, defend and hold harmless the Owner TrusteeIssuer, the Owner Trustee and the Indenture Trustee, the Servicer, the Back-up Servicer, Trustee and their officers, directors, employees and agents and the Trust from and against any loss, liability, liability or expense incurred by reason of (ai) the Transferor's willful misconductmisfeasance, bad faith, faith or gross negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (bii) the Transferor's or the Issuer's violation or alleged violation of federal Federal or State state securities laws in connection with the registration of the offering and sale of the Residual Interest. (iii) The Transferor shall indemnify, defend, and hold harmless the Back-up Servicer (including in its capacity as successor Servicer), the Indenture Trustee and their respective officers, directors, employees and agents, from and against any loss, liability, or expense incurred as a result of third party claims arising out of the events or facts giving rise to a breach of the covenants or representations and warranties of the Transferor set forth in Sections 7.01 and 12.01 hereofNotes. Indemnification under this Section 12.02 shall includesurvive the resignation or removal of the Owner Trustee, without limitation, the Custodian or the Indenture Trustee and the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Transferor shall have made any indemnity payments to the Owner Trustee or the Trust pursuant to this Section 6.03 and the Owner Trustee Person to or the Trust on behalf of whom such payments are made thereafter shall collect any of such amounts from others, the Owner Trustee or the Trust, as the case may be, such Person shall promptly repay such amounts to the Transferor, without interest. This indemnification shall survive the termination of this Agreement and the resignation or removal of the Owner Trustee or the Indenture Trustee. Notwithstanding the foregoing, any amounts Transferor shall pay pursuant to this Section 12.02 shall be paid solely from funds available for distribution to the Residual Interest Holder in accordance with the terms of the Basic Documents and shall in any case be nonrecourse to the Transferor and to the Transferor's assets and, to the extent funds are not so available to pay any amounts when due and owing, the claims relating thereto shall not constitute a claim (as defined in Section 101 of Title 11 of the United States Bankruptcy Code) against the Transferor but shall continue to accrue. Each party hereto agrees that the payment of any claim of any such party pursuant to this Section 12.02 shall be subordinated to the payment in full of all outstanding interest and principal due pursuant to the Notes to the Noteholders. The payment of any claim pursuant to this Section 12.02 shall in no event be construed as a "fee" of the Indenture Trustee or the Owner Trustee as such term is used in Section 8.05(a)(i) or Section 8.05(a)(iii) of the Indenture. The Transferor's obligation to provide indemnity under this Section 12.02 shall survive the termination of this Agreement or the earlier resignation or removal of either of the indemnified parties.

Liability of Transferor; Indemnities. The Transferor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Transferor under this Agreement. (ia) The Transferor shall indemnify, defend, defend and hold harmless the Owner Issuer, the Trustee, the Eligible Lender Trustee and the Indenture Trustee, the Back-up Servicer (including in its capacity as successor Servicer), Trustee and their respective officers, directors, employees and agents, the Trust, the Noteholders, the Residual Interest Holders and the Certificateholders agents from and against any taxes that may at any time be asserted against any such parties Person with respect to, and as of the date of, the sale of the Receivables to the Trust or transactions contemplated herein and in the issuance and original sale of the Certificates, the Residual Interest and the Notes other Basic Documents (except any such income taxes arising out of fees paid to the Owner Trustee, the Indenture Trustee and the Back-up Servicer and except any taxes to which the Owner Trustee, the Indenture Eligible Lender Trustee or the Back-up Servicer may otherwise be subject to, without regard to the transactions contemplated herebyIndenture Trustee), including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, privilege or license taxes (but, in the case of the TrustIssuer, not including any taxes the issuance and original sale of the Notes, or asserted with respect to ownership of the Receivables Student Loans or federal Federal or other income taxes arising out of distributions payments on the Notes or the Residual Interest or the Certificates other than any Residual Interest or Certificates held by the TransferorNotes) and reasonable costs and expenses in defending against the same. (iib) The Transferor shall indemnify, defend, defend and hold harmless the Owner Issuer, the Trustee, the Eligible Lender Trustee, the Indenture Trustee, Trustee and the Servicer, Noteholders and the Back-up Servicer, and their officers, directors, employees and agents of the Issuer, the Trustee, the Eligible Lender Trustee and the Trust Indenture Trustee from and against any lossand all costs, liabilityexpenses, losses, claims, damages and liabilities arising out of, or expense incurred by reason of imposed upon such Person through, (ai) the Transferor's willful misconductmisfeasance, bad faith, faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (bii) the Transferor's or the Issuer's violation of federal Federal or State state securities laws in connection with the registration of the offering and sale of the Residual InterestNotes. (iiic) The Transferor shall be liable as primary obligor for, and shall indemnify, defend, defend and hold harmless the Back-up Servicer (including in its capacity as successor Servicer), the Indenture Trustee and their respective the Eligible Lender Trustee and either party's officers, directors, employees and agents, agents from and against any against, all costs, expenses, losses, claims, damages, obligations and liabilities arising out of, incurred in connection with or relating to the Trust Agreement, the other Basic Documents, the Trust Estate, the acceptance or performance of the trusts and duties set forth herein and in the Trust Agreement or the action or the inaction of the Trustee or the Eligible Lender Trustee hereunder and under the Trust Agreement or the Eligible Lender Trust Agreement, as the case may be, except to the extent that such cost, expense, loss, claim damage, obligation or liability: (i) shall be due to the willful misfeasance, bad faith or expense incurred as a result of third party claims arising out negligence (except for errors in judgment) of the events Trustee or facts giving rise to a the Eligible Lender Trustee, (ii) shall arise from any breach by the Trustee or the Eligible Lender Trustee of its covenants under any of the covenants Basic Documents; or (iii) shall arise from the breach by the Trustee or the Eligible Lender Trustee of any of its representations and or warranties of the Transferor set forth in Sections 7.01 Section 7.3 of the Trust Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Trustee's or the Eligible Lender Trustee's choice of legal counsel shall be subject to the approval of the Transferor, which approval shall not be unreasonably withheld. (d) The Transferor shall pay any and 12.01 hereofall taxes levied or assessed upon all or any part of the Trust Estate (other than those taxes expressly excluded from the Transferor's responsibilities pursuant to the parentheticals in paragraph (a) above). Indemnification under this Section 12.02 shall includesurvive the resignation or removal of the Trustee or the Eligible Lender Trustee or the Indenture Trustee and the termination of this Agreement, without limitationthe Eligible Lender Trust Agreement, the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Transferor shall have made any indemnity payments to the Owner Trustee or the Trust pursuant to this Section and the Owner Trustee Person to or the Trust on behalf of whom such payments are made thereafter shall collect any of such amounts from others, the Owner Trustee or the Trust, as the case may be, such Person shall promptly repay such amounts to the Transferor, without interest. This indemnification shall survive the termination of this Agreement and the resignation or removal of the Owner Trustee or the Indenture Trustee. Notwithstanding the foregoing, any amounts Transferor shall pay pursuant to this Section 12.02 shall be paid solely from funds available for distribution to the Residual Interest Holder in accordance with the terms of the Basic Documents and shall in any case be nonrecourse to the Transferor and to the Transferor's assets and, to the extent funds are not so available to pay any amounts when due and owing, the claims relating thereto shall not constitute a claim (as defined in Section 101 of Title 11 of the United States Bankruptcy Code) against the Transferor but shall continue to accrue. Each party hereto agrees that the payment of any claim of any such party pursuant to this Section 12.02 shall be subordinated to the payment in full of all outstanding interest and principal due pursuant to the Notes to the Noteholders. The payment of any claim pursuant to this Section 12.02 shall in no event be construed as a "fee" of the Indenture Trustee or the Owner Trustee as such term is used in Section 8.05(a)(i) or Section 8.05(a)(iii) of the Indenture. The Transferor's obligation to provide indemnity under this Section 12.02 shall survive the termination of this Agreement or the earlier resignation or removal of either of the indemnified parties.