Common use of Servicer Indemnification of Indemnified Parties Clause in Contracts

Servicer Indemnification of Indemnified Parties. (A) The Servicer (if other than SST as successor Servicer) will indemnify, defend and hold harmless the Trustee, the Receivables Trust Trustee, the Issuer, the Receivables Trust, the Back-Up Servicer, the successor Servicer and the Noteholders, and (B) SST as successor Servicer will indemnify and hold harmless the Trustee, on behalf of the Noteholders, the Receivables Trust Trustee, on behalf of the holder of the Receivables Trust Certificate, the Issuer and the Receivables Trust (in each case, together with their respective successors and permitted assigns) and each of their respective agents, officers, members and employees (each, a “Servicer Indemnified Party” and, collectively, the “Servicer Indemnified Parties”), from and against any claim, action, suit, loss, liability, expense, damage or injury suffered or sustained by reason of such Servicer’s negligence in the performance of (or failure to perform) its duties or obligations under the Servicer Transaction Documents or Servicer’s willful misconduct or breach by the Servicer of any of its representations or warranties contained in this Agreement, including any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses reasonably incurred in connection with the defense of any actual action, proceeding or claim and fees and expenses incurred in connection with the enforcement of indemnification rights; provided, however, that the Servicer shall not indemnify any Servicer Indemnified Party for any such acts or omissions attributable to the negligence or willful misconduct of such Servicer Indemnified Party. Any indemnification pursuant to this Section shall be had only from the assets of the Servicer and shall not be payable from Collections except to the extent such Collections are released to the Servicer in accordance with Section 5.15 of the Indenture in respect of the Servicing Fee. The provisions of such indemnity shall run directly to and be enforceable by such Servicer Indemnified Parties. The Issuer (as Certificateholder of the Receivables Trust) will indemnify, defend and hold harmless the Servicer and its officers, directors, employees, representatives and agents (each, an “Issuer Indemnified Party” and, collectively, the “Issuer Indemnified Parties”), from and against and reimburse the Servicer for any and all claims, expenses, obligations, liabilities, losses, damages, injuries (to person, property, or natural resources), penalties, stamp or other similar taxes, actions, suits, judgments, reasonable costs and expenses (including reasonable attorney’s and agent’s fees and expenses) of whatever kind or nature regardless of their merit, demanded, asserted or claimed against the Servicer directly or indirectly relating to, or arising from, claims against the Servicer by reason of its participation in the transactions contemplated hereby, including without limitation all reasonable costs required to be associated with claims for damages to persons or property, and reasonable attorneys’ and consultants’ fees and expenses and court costs and fees and expenses incurred in connection with the enforcement of indemnification rights; provided, however, that the Issuer shall not indemnify any Issuer Indemnified Party for any such acts or omissions attributable directly or indirectly to the negligence or willful misconduct of such Issuer Indemnified Party or, other than with respect to SST as successor Servicer, for any breach by the Servicer of any of the Servicer Transaction Documents. The provisions of this section shall survive the termination of this Agreement or the earlier resignation or removal of the Servicer.

Servicer Indemnification of Indemnified Parties. (A) The Servicer (if other than SST as successor Successor Servicer) will indemnify, defend and hold harmless the Indenture Trustee, the Receivables Trust Trustee, the Issuer, the Receivables Trust, the Back-Up Servicer, any Successor Servicer, the successor Servicer Administrative Agent, and the Noteholders, and (B) SST as successor Servicer will indemnify and hold harmless the Indenture Trustee, on behalf of the Noteholders, and the Receivables Trust Trustee, on behalf of the holder of the Receivables Trust Certificate, the Issuer and the Receivables Trust (in each case, together with their respective successors and permitted assigns) and each of their respective agents, officers, members and employees (each, a “Servicer Indemnified Party” and, collectively, the “Servicer Indemnified Parties”), from and against any claim, action, suit, loss, liability, expense, damage or injury suffered or sustained by reason of such Servicer’s negligence in the performance of (or failure to perform) its duties or obligations under the Servicer Transaction Documents or Servicer’s willful misconduct or breach by the Servicer of any of its representations or warranties contained in this Agreement, including any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses reasonably incurred in connection with the defense of any actual action, proceeding or claim and fees and expenses incurred in connection with the enforcement of indemnification rightsclaim; provided, however, that the Servicer shall not indemnify any Servicer Indemnified Party for any such acts or omissions attributable to the negligence or willful misconduct of such Servicer Indemnified Party. Any indemnification pursuant to this Section shall be had only from the assets of the Servicer and shall not be payable from Collections except to the extent such Collections are retained by the Servicer in accordance with Section 8.03 of the Indenture, or released to the Servicer in accordance with Section 5.15 8.06 of the Indenture Indenture, in respect of the Servicing Fee. The provisions of such indemnity shall run directly to and be enforceable by such Servicer Indemnified Parties. The Issuer (as Certificateholder of the Receivables Trust) will indemnify, defend and hold harmless the Servicer and its officers, directors, employees, representatives and agents (each, an “Issuer Indemnified Party” and, collectively, the “Issuer Indemnified Parties”), from and against and reimburse the Servicer for any and all claims, expenses, obligations, liabilities, losses, damages, injuries (to person, property, or natural resources), penalties, stamp or other similar taxes, actions, suits, judgments, reasonable costs and expenses (including reasonable attorney’s and agent’s fees and expenses) of whatever kind or nature regardless of their merit, demanded, asserted or claimed against the Servicer directly or indirectly relating to, or arising from, claims against the Servicer by reason of its participation in the transactions contemplated hereby, including without limitation all reasonable costs required to be associated with claims for damages to persons or property, and reasonable attorneys’ and consultants’ fees and expenses and court costs and fees and expenses incurred in connection with the enforcement of indemnification rightscosts; provided, however, that the Issuer shall not indemnify any Issuer Indemnified Party for any such acts or omissions attributable directly or indirectly to the negligence or willful misconduct of such Issuer Indemnified Party or, other than with respect to SST as successor Servicer, for any breach by the Servicer of any of the Servicer Transaction Documents. The provisions of this section shall survive the termination of this Agreement or the earlier resignation or removal of the Servicer.

Servicer Indemnification of Indemnified Parties. Without limiting any other rights which the Servicer Indemnified Parties (Aas defined below) The Servicer (if other than SST as successor Servicer) will indemnify, defend and hold harmless the Trusteemay have hereunder or under Applicable Law, the Receivables Trust TrusteeServicer hereby agrees to indemnify the Seller, the IssuerPurchaser, the Receivables TrustCollateral Agent and their respective successors, the Back-Up Servicertransferees and assigns and all officers, the successor Servicer directors, shareholders, controlling persons, employees, counsel and the Noteholders, and (B) SST as successor Servicer will indemnify and hold harmless the Trustee, on behalf other agents of any of the Noteholders, the Receivables Trust Trustee, on behalf of the holder of the Receivables Trust Certificate, the Issuer and the Receivables Trust foregoing (in each case, together with their respective successors and permitted assigns) and each of their respective agents, officers, members and employees (each, a “Servicer Indemnified Party” and, collectively, the “Servicer Indemnified Parties”), ) from and against any claim, action, suit, loss, liability, expense, direct damage or injury suffered or sustained by reason of such Servicer’s negligence in the performance of (or failure to perform) its duties or obligations under the Servicer Transaction Documents or Servicer’s willful misconduct or breach by the Servicer of any of its representations or warranties contained in this Agreement, including any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses reasonably incurred in connection with the defense of any actual action, proceeding or claim and fees and expenses incurred in connection with the enforcement of indemnification rights; provided, however, that the Servicer shall not indemnify any Servicer Indemnified Party for any such acts or omissions attributable claim) subject to the negligence limitation set forth herein, to the extent as a result of or willful misconduct of such Servicer Indemnified Party. Any indemnification pursuant to this Section shall be had only otherwise arising from the assets Servicer’s willful misconduct, fraud, bad faith or negligence in the performance of its duties hereunder or any representation or warranty of the Servicer and shall not proving to be payable from Collections except to the extent such Collections are released to the Servicer in accordance with Section 5.15 materially false or materially inaccurate as of the Indenture in respect of the Servicing Feedate hereof. The provisions of such indemnity shall run directly to and be enforceable by such Servicer Indemnified Parties. The Issuer (as Certificateholder of the Receivables Trust) will indemnify, defend and hold harmless the Under no circumstances shall Servicer and its officers, directors, employees, representatives and agents (each, an “Issuer Indemnified Party” and, collectively, the “Issuer Indemnified Parties”), from and against and reimburse the Servicer be liable for any and all claimsconsequential, expensesincidental or indirect damages (including, obligationsbut not limited to, liabilitieslost profits, losseslost revenues or loss of business opportunity, whether or not Servicer was aware or should have been aware of possibility of those damages) or punitive, injuries (to personspecial, property, or natural resources), penalties, stamp exemplary or other similar taxes, actions, suits, judgments, reasonable costs and expenses (including reasonable attorney’s and agent’s fees and expenses) of whatever kind or nature regardless of their merit, demanded, asserted or claimed against the Servicer directly or indirectly relating to, or arising from, claims against the Servicer by reason of its participation in the transactions contemplated hereby, including without limitation all reasonable costs required to be associated with claims for damages to persons or property, and reasonable attorneys’ and consultants’ fees and expenses and court costs and fees and expenses incurred in connection with the enforcement of indemnification rights; that are not direct damages provided, however, that notwithstanding anything to the Issuer contrary contained herein, the waiver of consequential, indirect or incidental damages under this Section 3.08 is intended to apply only to disputes and claims as between Servicer and the Seller Indemnified Parties and nothing in this Section 3.08 shall not indemnify any Issuer Indemnified Party limit the indemnification obligations of Servicer set out in this Agreement for any such acts damages payable to third parties resulting from any act or omissions attributable directly circumstance for which Servicer is obligated to indemnify under this Agreement. Servicer and any officer or indirectly to employee or agent of Servicer may rely conclusively on the negligence representations and warranties of the Purchaser and Seller hereunder and in good faith on the advice of counsel or willful misconduct on any document of such Issuer Indemnified Party orany kind, other than with respect to SST as successor Servicer, for prima facie properly executed and submitted by any breach by the Servicer of person respecting any of the Servicer Transaction Documents. The provisions of this section shall survive the termination of this Agreement or the earlier resignation or removal of the Servicermatters arising hereunder.

Servicer Indemnification of Indemnified Parties. Without limiting any other rights which the Servicer Indemnified Parties (Aas defined below) The Servicer (if other than SST as successor Servicer) will indemnify, defend and hold harmless the Trusteemay have hereunder or under Applicable Law, the Receivables Trust TrusteeServicer hereby agrees to indemnify the Seller, the IssuerPurchaser, the Receivables TrustCollateral Agent and their respective successors, the Back-Up Servicertransferees and assigns and all officers, the successor Servicer directors, shareholders, controlling persons, employees, counsel and the Noteholders, and (B) SST as successor Servicer will indemnify and hold harmless the Trustee, on behalf other agents of any of the Noteholders, the Receivables Trust Trustee, on behalf of the holder of the Receivables Trust Certificate, the Issuer and the Receivables Trust foregoing (in each case, together with their respective successors and permitted assigns) and each of their respective agents, officers, members and employees (each, a “Servicer Indemnified Party” and, collectively, the “Servicer Indemnified Parties”), ) from and against any claim, action, suit, loss, liability, expense, direct damage or injury suffered or sustained by reason of such Servicer’s negligence in the performance of (or failure to perform) its duties or obligations under the Servicer Transaction Documents or Servicer’s willful misconduct or breach by the Servicer of any of its representations or warranties contained in this Agreement, including any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses reasonably incurred in connection with the defense of any actual action, proceeding or claim and fees and expenses incurred in connection with the enforcement of indemnification rights; provided, however, that the Servicer shall not indemnify any Servicer Indemnified Party for any such acts or omissions attributable claim) subject to the negligence limitation set forth herein, to the extent as a result of or willful misconduct of such Servicer Indemnified Party. Any indemnification pursuant to this Section shall be had only otherwise arising from the assets Servicer’s willful misconduct, fraud, bad faith or negligence in the performance of its duties hereunder or any representation or warranty of the Servicer and shall not proving to be payable from Collections except to the extent such Collections are released to the Servicer in accordance with Section 5.15 materially false or materially inaccurate as of the Indenture in respect of the Servicing Feedate hereof. The provisions of such indemnity shall run directly to and be enforceable by such Servicer Indemnified Parties. The Issuer (as Certificateholder of the Receivables Trust) will indemnify, defend and hold harmless the Under no circumstances shall Servicer and its officers, directors, employees, representatives and agents (each, an “Issuer Indemnified Party” and, collectively, the “Issuer Indemnified Parties”), from and against and reimburse the Servicer be liable for any and all claimsconsequential, expensesincidental or indirect damages (including, obligationsbut not limited to, liabilitieslost profits, losseslost revenues or loss of business opportunity, whether or not Servicer was aware or should have been aware of possibility of those damages) or punitive, injuries (to personspecial, property, or natural resources), penalties, stamp exemplary or other similar taxes, actions, suits, judgments, reasonable costs and expenses (including reasonable attorney’s and agent’s fees and expenses) of whatever kind or nature regardless of their merit, demanded, asserted or claimed against the Servicer directly or indirectly relating to, or arising from, claims against the Servicer by reason of its participation in the transactions contemplated hereby, including without limitation all reasonable costs required to be associated with claims for damages to persons or property, and reasonable attorneys’ and consultants’ fees and expenses and court costs and fees and expenses incurred in connection with the enforcement of indemnification rightsthat are not direct damages; provided, however, that notwithstanding anything to the Issuer contrary contained herein, the waiver of consequential, indirect or incidental damages under this Section 3.08 is intended to apply only to disputes and claims as between Servicer and the Seller Indemnified Parties and nothing in this Section 3.08 shall not indemnify any Issuer Indemnified Party limit the indemnification obligations of Servicer set out in this Agreement for any such acts damages payable to third parties resulting from any act or omissions attributable directly circumstance for which Servicer is obligated to indemnify under this Agreement. Servicer and any officer or indirectly to employee or agent of Servicer may rely conclusively on the negligence representations and warranties of the Purchaser and Seller hereunder and in good faith on the advice of counsel or willful misconduct on any document of such Issuer Indemnified Party orany kind, other than with respect to SST as successor Servicer, for prima facie properly executed and submitted by any breach by the Servicer of person respecting any of the Servicer Transaction Documents. The provisions of this section shall survive the termination of this Agreement or the earlier resignation or removal of the Servicermatters arising hereunder.

Servicer Indemnification of Indemnified Parties. (A) The Servicer (if other than SST as successor Servicer) will indemnify, defend and hold harmless the Trustee, the Receivables Trust Trustee, the Issuer, the Receivables Trust, the Back-Up Servicer, the successor Servicer and the Noteholders, and (B) SST as successor Servicer will indemnify and hold harmless the Trustee, on behalf of the Noteholders, the Receivables Trust Trustee, on behalf of the holder of the Receivables Trust Certificate, the Issuer and the Receivables Trust (in each case, together with their respective successors and permitted assigns) and each of their respective agents, officers, members and employees (each, a “Servicer Indemnified Party” and, collectively, the “Servicer Indemnified Parties”), from and against any claim, action, suit, loss, liability, expense, damage or injury suffered or sustained by reason of such Servicer’s negligence in the performance of (or failure to perform) its duties or obligations under the Servicer Transaction Documents or Servicer’s willful misconduct or breach by the Servicer of any of its representations or warranties contained in this Agreement, including any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses reasonably incurred in connection with the defense of any actual action, proceeding or claim and fees and expenses incurred in connection with the enforcement of indemnification rightsclaim; provided, however, that the Servicer shall not indemnify any Servicer Indemnified Party for any such acts or omissions attributable to the negligence or willful misconduct of such Servicer Indemnified Party. Any indemnification pursuant to this Section shall be had only from the assets of the Servicer and shall not be payable from Collections except to the extent such Collections are released to the Servicer in accordance with Section 5.15 of the Indenture in respect of the Servicing Fee. The provisions of such indemnity shall run directly to and be enforceable by such Servicer Indemnified Parties. The Issuer (as Certificateholder of the Receivables Trust) will indemnify, defend and hold harmless the Servicer and its officers, directors, employees, representatives and agents (each, an “Issuer Indemnified Party” and, collectively, the “Issuer Indemnified Parties”), from and against and reimburse the Servicer for any and all claims, expenses, obligations, liabilities, losses, damages, injuries (to person, property, or natural resources), penalties, stamp or other similar taxes, actions, suits, judgments, reasonable costs and expenses (including reasonable attorney’s 's and agent’s 's fees and expenses) of whatever kind or nature regardless of their merit, demanded, asserted or claimed against the Servicer directly or indirectly relating to, or arising from, claims against the Servicer by reason of its participation in the transactions contemplated hereby, including without limitation all reasonable costs required to be associated with claims for damages to persons or property, and reasonable attorneys’ ' and consultants’ ' fees and expenses and court costs and fees and expenses incurred in connection with the enforcement of indemnification rightscosts; provided, however, that the Issuer shall not indemnify any Issuer Indemnified Party for any such acts or omissions attributable directly or indirectly to the negligence or willful misconduct of such Issuer Indemnified Party or, other than with respect to SST as successor Servicer, for any breach by the Servicer of any of the Servicer Transaction Documents. The provisions of this section shall survive the termination of this Agreement or the earlier resignation or removal of the Servicer.

Servicer Indemnification of Indemnified Parties. (A) The initial Servicer (if other than SST as successor Servicer) will indemnify, defend shall indemnify and hold harmless the Trustee, the Receivables Trust Trustee, the Issuer, the Receivables Trust, the Back-Up up Servicer, the successor Servicer and the Noteholders, and (B) SST as successor Servicer will indemnify and hold harmless the Trustee, on behalf of the NoteholdersSuccessor Servicer, the Receivables Trust Trustee, on behalf of the holder of the Receivables Trust Certificate, the Issuer and the Receivables Trust Noteholders (in each case, together with their respective successors and permitted assigns) and each of their respective agents, officers, members and employees (each, a “Servicer Indemnified Party” and, collectively, the “Servicer Indemnified Parties”), from and against any claim, action, suit, loss, liability, expense, damage or injury suffered or sustained solely by reason of any breach by the initial Servicer of any of its representations, warranties or covenants contained in this Agreement or any failure by the initial Servicer to perform any duty or obligation of the initial Servicer contained in this Agreement or any other Transaction Document, including any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses reasonably incurred in connection with the defense of any actual action, proceeding or claim; provided, however, that the initial Servicer shall not indemnify the Indemnified Parties if such acts or omissions were attributable directly or indirectly to negligence or willful misconduct by such Indemnified Party. Any indemnification pursuant to this Section shall be had only from the assets of the initial Servicer and shall not be payable from Collections, except to the extent such Collections are released to the initial Servicer in accordance with Section 5.11 (or any related provision describing the allocation of Collections) of the Indenture in respect of the Servicing Fee. The provisions of such indemnity shall run directly to and be enforceable by such Indemnified Parties. The Successor Servicer shall indemnify and hold harmless the Issuer and the Trustee, on behalf of the Noteholders, (together with their respective successors and permitted assigns) (collectively, the “Successor Servicer Indemnified Parties”), from and against any loss, liability, expense, damage or injury suffered or sustained solely by reason of such Successor Servicer’s negligence in the performance of (or failure to perform) perform its duties or obligations under the Servicer Transaction Documents or Servicer’s willful misconduct or breach by the Successor Servicer of any of its representations or warranties contained in this Agreement, including any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses reasonably incurred in connection with the defense of any actual action, proceeding or claim and fees and expenses incurred in connection with the enforcement of indemnification rightsclaim; provided, however, that the Successor Servicer shall not indemnify any the Successor Servicer Indemnified Party for any Parties if such acts or omissions were attributable directly or indirectly to the negligence or willful misconduct of such Successor Servicer Indemnified Party. Any indemnification pursuant to this Section shall be had only from the assets of the Successor Servicer and shall not be payable from Collections except to the extent such Collections are released to the Successor Servicer in accordance with Section 5.15 of the Indenture in respect of the Servicing Fee. The provisions of such indemnity shall run directly to and be enforceable by such Successor Servicer Indemnified Parties. The Issuer (as Certificateholder of the Receivables Trust) will shall indemnify, defend and hold harmless the Successor Servicer and its officers, directors, employees, representatives and agents (each, an “Issuer Indemnified Party” and, collectively, the “Issuer Indemnified Parties”)agents, from and against and reimburse the Successor Servicer for any and all claims, expenses, obligations, liabilities, losses, damages, injuries (to person, property, or natural resources), penalties, stamp or other similar taxes, actions, suits, judgments, reasonable costs and expenses (including reasonable attorney’s and agent’s fees and expenses) of whatever kind or nature regardless of their merit, demanded, asserted or claimed against the Successor Servicer directly or indirectly relating to, or arising from, claims against the Successor Servicer by reason of its participation in the transactions contemplated hereby, including without limitation all reasonable costs required to be associated with claims for damages to persons or property, and reasonable attorneys’ and consultants’ fees and expenses and court costs and fees and expenses incurred in connection with the enforcement of indemnification rights; provided, however, that the Issuer shall not indemnify any Issuer Indemnified Party for any such acts or omissions attributable directly or indirectly except to the extent caused by the Successor Servicer’s negligence or willful misconduct of such Issuer Indemnified Party or, other than with respect to SST as successor Servicer, for any breach by the Servicer of any of the Servicer Transaction Documentsmisconduct. The provisions of this section shall survive the termination of this Agreement or the earlier resignation or removal of the Successor Servicer.

Servicer Indemnification of Indemnified Parties. (A) The initial Servicer (if other than SST as successor Servicer) will indemnify, defend and hold harmless the Trustee, the Receivables Trust Trustee, the Issuer, the Receivables Trust, the Back-Up Servicer, the successor Servicer and the Noteholders, and (B) SST as successor Servicer will shall indemnify and hold harmless the Trustee, Collateral Agent (on behalf of the NoteholdersSecured Parties), the Receivables Trust Trustee, on behalf of the holder of the Receivables Trust CertificateCollateral Custodian, the Issuer and Securities Intermediary, the Receivables Trust Facility Agent, the Lenders, any successor Servicer, the Borrower (in each case, together with their respective successors and permitted assigns) and each of their respective agents, officers, members and employees (each, a “Servicer Indemnified Party” and, collectively, the “Servicer Indemnified Parties”), from and against any claim, action, suit, loss, liability, expense, damage or injury suffered or sustained by reason of such Servicer’s negligence in the performance of (or failure to perform) its duties or obligations under the Servicer Transaction Documents or Servicer’s willful misconduct or any material breach by the initial Servicer of any of its representations or and warranties contained in Section 7.4 or any negligence or willful misconduct by the initial Servicer in the performance of any duty or obligation of the initial Servicer contained in this AgreementAgreement or any other Transaction Document, including any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses reasonably incurred in connection with the defense of any actual action, proceeding or claim and (including, without limitation, any legal fees and or expenses incurred by the Collateral Agent (acting on behalf of the Secured Parties), the Collateral Custodian, the Securities Intermediary, the Facility Agent and the Lenders in connection with any action or proceeding initiated by the Collateral Agent to enforce the indemnification obligations of the initial Servicer against the initial Servicer hereunder or in connection with investigating, preparing or defending any legal action, commenced or threatened, in connection with the enforcement exercise or performance of indemnification rightsany of the powers or duties of the Collateral Agent under this Agreement); provided, however, that the initial Servicer shall not indemnify any a Servicer Indemnified Party for any such acts or omissions attributable amounts to the extent determined by a court of competent jurisdiction in a final non-appealable judgment to have resulted from the gross negligence or willful misconduct on the part of such Servicer Indemnified Party. Any indemnification pursuant to this Section 7.11 shall be had only from the assets of the initial Servicer and shall not be payable from Collections Collections, except to the extent such Collections are released to the initial Servicer in accordance with Section 5.15 8.3 (or any related provision describing the allocation of the Indenture Collections) hereof in respect of the Servicing Fee. The provisions of such indemnity shall run directly to and be enforceable by such Servicer Indemnified Parties. The Issuer (as Certificateholder of the Receivables Trust) will indemnify, defend and hold harmless the Servicer and its officers, directors, employees, representatives and agents (each, an “Issuer Indemnified Party” and, collectively, the “Issuer Indemnified Parties”), from and against and reimburse the Servicer for any and all claims, expenses, obligations, liabilities, losses, damages, injuries (to person, property, or natural resources), penalties, stamp or other similar taxes, actions, suits, judgments, reasonable costs and expenses (including reasonable attorney’s and agent’s fees and expenses) of whatever kind or nature regardless of their merit, demanded, asserted or claimed against the Servicer directly or indirectly relating to, or arising from, claims against the Servicer by reason of its participation in the transactions contemplated hereby, including without limitation all reasonable costs required to be associated with claims for damages to persons or property, and reasonable attorneys’ and consultants’ fees and expenses and court costs and fees and expenses incurred in connection with the enforcement of indemnification rights; provided, however, that the Issuer shall not indemnify any Issuer Indemnified Party for any such acts or omissions attributable directly or indirectly to the negligence or willful misconduct of such Issuer Indemnified Party or, other than with respect to SST as successor Servicer, for any breach by the Servicer of any of the Servicer Transaction Documents. The provisions of this section shall survive the termination of this Agreement or the earlier resignation or removal of the Servicer.Indemnified

Servicer Indemnification of Indemnified Parties. (A) The Servicer (if other than SST as successor Servicer) will indemnify, defend and hold harmless the Trustee, the Receivables Trust Trustee, the Issuer, the Receivables Trust, the Back-Up Servicer, the successor Servicer and the Noteholders, and (B) SST as successor Servicer will indemnify and hold harmless the Trustee, on behalf of the Noteholders, the Receivables Trust Trustee, on behalf of the holder of the Receivables Trust Certificate, the Issuer and the Receivables Trust (in each case, together with their respective successors and permitted assigns) and each of their respective agents, officers, members and employees (each, a “Servicer Indemnified Party” and, collectively, the “Servicer Indemnified Parties”), from and against any claim, action, suit, loss, liability, expense, damage or injury suffered or sustained by reason of such Servicer’s negligence in the performance of (or failure to perform) its duties or obligations under the Servicer Transaction Documents or Servicer’s willful misconduct or breach by the Servicer of any of its representations or warranties contained in this Agreement, including any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses reasonably incurred in connection with the defense of any actual action, proceeding or claim and fees and expenses incurred in connection with the enforcement of indemnification rightsclaim; provided, however, that the Servicer shall not indemnify any Servicer Indemnified Party for any such acts or omissions attributable to the negligence or willful misconduct of such Servicer Indemnified Party. Any indemnification pursuant to this Section shall be had only from the assets of the Servicer and shall not be payable from Collections except to the extent such Collections are released to the Servicer in accordance with Section 5.15 of the Indenture in respect of the Servicing Fee. The provisions of such indemnity shall run directly to and be enforceable by such Servicer Indemnified Parties. The Issuer (as Certificateholder of the Receivables Trust) will indemnify, defend and hold harmless the Servicer and its officers, directors, employees, representatives and agents (each, an “Issuer Indemnified Party” and, collectively, the “Issuer Indemnified Parties”), from and against and reimburse the Servicer for any and all claims, expenses, obligations, liabilities, losses, damages, injuries (to person, property, or natural resources), penalties, stamp or other similar taxes, actions, suits, judgments, reasonable costs and expenses (including reasonable attorney’s 's and agent’s 's fees and expenses) of whatever kind or nature regardless of their merit, demanded, asserted or claimed against the Servicer directly or indirectly relating to, or arising from, claims against the Servicer by reason of its participation in the transactions contemplated hereby, including without limitation all reasonable costs required to be associated with claims for damages to persons or property, and reasonable attorneys’ ' and consultants’ ' fees and expenses and court costs and fees and expenses incurred in connection with the enforcement of indemnification rightscosts; provided, however, that the Issuer shall not indemnify any Issuer Indemnified Party for any such acts or omissions attributable directly or indirectly to the negligence or willful misconduct of such Issuer Indemnified Party or, other than with respect to SST as successor Servicer, for any breach by the Servicer of any of the Servicer Transaction Documents. The provisions of this section shall survive the termination of this Agreement or the earlier resignation or removal of the Servicer.

Servicer Indemnification of Indemnified Parties. (A) The Servicer (if other than SST as successor Successor Servicer) will indemnify, defend and hold harmless the Indenture Trustee, the Receivables Trust Trustee, the Issuer, the Receivables Trust, the Back-Up Servicer, any Successor Servicer, the successor Servicer Administrative Agent, and the Noteholders, and (B) SST as successor Servicer will indemnify and hold harmless the Indenture Trustee, on behalf of the Noteholders, and the Receivables Trust Trustee, on behalf of the holder of the Receivables Trust Certificate, the Issuer and the Receivables Trust (in each case, together with their respective successors and permitted assigns) and each of their respective agents, officers, members and employees (each, a “Servicer Indemnified Party” and, collectively, the “Servicer Indemnified Parties”), from and against any claim, action, suit, loss, liability, expense, damage or injury suffered or sustained by reason of such Servicer’s negligence in the performance of (or failure to perform) its duties or obligations under the Servicer Transaction Documents or Servicer’s willful misconduct or breach by the Servicer of any of its representations or warranties contained in this Agreement, including any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses reasonably incurred in connection with the defense of any actual action, proceeding or claim and fees and expenses incurred in connection with the enforcement of indemnification rightsclaim; provided, however, that the Servicer shall not indemnify any Servicer Indemnified Party for any such acts or omissions attributable to the negligence or willful misconduct of such Servicer Indemnified Party. Any indemnification pursuant to this Section shall be had only from the assets of the Servicer and shall not be payable from Collections except to the extent such Collections are retained by the Servicer in accordance with Section 8.03 of the Indenture, or released to the Servicer in accordance with Section 5.15 8.06 of the Indenture Indenture, in respect of the Servicing Fee. The provisions of such indemnity shall run directly to and be enforceable by such Servicer Indemnified Parties. The Issuer (as Certificateholder of the Receivables Trust) will indemnify, defend and hold harmless the Servicer and its officers, directors, employees, representatives and agents (each, an “Issuer Indemnified Party” and, collectively, the “Issuer Indemnified Parties”), from and against and reimburse the Servicer for any and all claims, expenses, obligations, liabilities, losses, damages, injuries (to person, property, or natural resources), penalties, stamp or other similar taxes, actions, suits, judgments, reasonable costs and expenses (including reasonable attorney’s 's and agent’s 's fees and expenses) of whatever kind or nature regardless of their merit, demanded, asserted or claimed against the Servicer directly or indirectly relating to, or arising from, claims against the Servicer by reason of its participation in the transactions contemplated hereby, including without limitation all reasonable costs required to be associated with claims for damages to persons or property, and reasonable attorneys’ ' and consultants’ ' fees and expenses and court costs and fees and expenses incurred in connection with the enforcement of indemnification rightscosts; provided, however, that the Issuer shall not indemnify any Issuer Indemnified Party for any such acts or omissions attributable directly or indirectly to the negligence or willful misconduct of such Issuer Indemnified Party or, other than with respect to SST as successor Servicer, for any breach by the Servicer of any of the Servicer Transaction Documents. The provisions of this section shall survive the termination of this Agreement or the earlier resignation or removal of the Servicer.. Annex B

Servicer Indemnification of Indemnified Parties. (A) The Servicer (if other than SST as successor Servicer) will indemnify, defend and hold harmless the Trustee, the Receivables Trust Trustee, the Issuer, the Receivables Trust, the Back-Up Servicer, the successor Servicer and the Noteholders, and (B) SST as successor Servicer will indemnify and hold harmless the Trustee, on behalf of the Noteholders, the Receivables Trust Trustee, on behalf of the holder of the Receivables Trust Certificate, the Issuer and the Receivables Trust (in each case, together with their respective successors and permitted assigns) and each of their respective agents, officers, members and employees (each, a “Servicer Indemnified Party” and, collectively, the “Servicer Indemnified Parties”), from and against any claim, action, suit, loss, liability, expense, damage or injury suffered or sustained by reason of such Servicer’s negligence in the performance of (or failure to perform) its duties or obligations under the Servicer Transaction Documents or Servicer’s willful misconduct or breach by the Servicer of any of its representations or warranties contained in this Agreement, including any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses reasonably incurred in connection with the defense of any actual action, proceeding or claim and fees and expenses incurred in connection with the enforcement of indemnification rightsclaim; provided, however, that the Servicer shall not indemnify any Servicer Indemnified Party for any such acts or omissions attributable to the negligence or willful misconduct of such Servicer Indemnified Party. Any indemnification pursuant to this Section shall be had only from the assets of the Servicer and shall not be payable from Collections except to the extent such Collections are released to the Servicer in accordance with Section 5.15 of the Indenture in respect of the Servicing Fee. The provisions of such indemnity shall run directly to and be enforceable by such Servicer Indemnified Parties. The Issuer (as Certificateholder of the Receivables Trust) will indemnify, defend and hold harmless the Servicer and its officers, directors, employees, representatives and agents (each, an “Issuer Indemnified Party” and, collectively, the “Issuer Indemnified Parties”), from and against and reimburse the Servicer for any and all claims, expenses, obligations, liabilities, losses, damages, injuries (to person, property, or natural resources), penalties, stamp or other similar taxes, actions, suits, judgments, reasonable costs and expenses (including reasonable attorney’s and agent’s fees and expenses) of whatever kind or nature regardless of their merit, demanded, asserted or claimed against the Servicer directly or indirectly relating to, or arising from, claims against the Servicer by reason of its participation in the transactions contemplated hereby, including without limitation all reasonable costs required to be associated with claims for damages to persons or property, and reasonable attorneys’ and consultants’ fees and expenses and court costs and fees and expenses incurred in connection with the enforcement of indemnification rightscosts; provided, however, that the Issuer shall not indemnify any Issuer Indemnified Party for any such acts or omissions attributable directly or indirectly to the negligence or willful misconduct of such Issuer Indemnified Party or, other than with respect to SST as successor Servicer, for any breach by the Servicer of any of the Servicer Transaction Documents. The provisions of this section shall survive the termination of this Agreement or the earlier resignation or removal of the Servicer.

Servicer Indemnification of Indemnified Parties. Without limiting any other rights which the Servicer Indemnified Parties (Aas defined below) The Servicer (if other than SST as successor Servicer) will indemnify, defend and hold harmless the Trusteemay have hereunder or under Applicable Law, the Receivables Trust TrusteeServicer hereby agrees to indemnify the Seller, the IssuerPurchaser, the Receivables TrustCollateral Agent and their respective successors, the Back-Up Servicertransferees and assigns and all officers, the successor Servicer directors, shareholders, controlling persons, employees, counsel and the Noteholders, and (B) SST as successor Servicer will indemnify and hold harmless the Trustee, on behalf other agents of any of the Noteholders, the Receivables Trust Trustee, on behalf of the holder of the Receivables Trust Certificate, the Issuer and the Receivables Trust foregoing (in each case, together with their respective successors and permitted assigns) and each of their respective agents, officers, members and employees (each, a “Servicer Indemnified Party” and, collectively, the “Servicer Indemnified Parties”), ) from and against any claim, action, suit, loss, liability, expense, direct damage or injury suffered or sustained by reason of such Servicer’s negligence in the performance of (or failure to perform) its duties or obligations under the Servicer Transaction Documents or Servicer’s willful misconduct or breach by the Servicer of any of its representations or warranties contained in this Agreement, including any judgment, award, settlement, reasonable attorneys’ ’’ fees and other costs or expenses reasonably incurred in connection with the defense of any actual action, proceeding or claim and fees and expenses incurred in connection with the enforcement of indemnification rights; provided, however, that the Servicer shall not indemnify any Servicer Indemnified Party for any such acts or omissions attributable claim) subject to the negligence limitation set forth herein, to the extent as a result of or willful misconduct of such Servicer Indemnified Party. Any indemnification pursuant to this Section shall be had only otherwise arising from the assets Servicer’’s willful misconduct, fraud, bad faith or negligence in the performance of its duties hereunder or any representation or warranty of the Servicer and shall not proving to be payable from Collections except to the extent such Collections are released to the Servicer in accordance with Section 5.15 materially false or materially inaccurate as of the Indenture in respect of the Servicing Feedate hereof. The provisions of such indemnity shall run directly to and be enforceable by such Servicer Indemnified Parties. The Issuer (as Certificateholder of the Receivables Trust) will indemnify, defend and hold harmless the Under no circumstances shall Servicer and its officers, directors, employees, representatives and agents (each, an “Issuer Indemnified Party” and, collectively, the “Issuer Indemnified Parties”), from and against and reimburse the Servicer be liable for any and all claimsconsequential, expensesincidental or indirect damages (including, obligationsbut not limited to, liabilitieslost profits, losseslost revenues or loss of business opportunity, whether or not Servicer was aware or should have been aware of possibility of those damages) or punitive, injuries (to personspecial, property, or natural resources), penalties, stamp exemplary or other similar taxes, actions, suits, judgments, reasonable costs and expenses (including reasonable attorney’s and agent’s fees and expenses) of whatever kind or nature regardless of their merit, demanded, asserted or claimed against the Servicer directly or indirectly relating to, or arising from, claims against the Servicer by reason of its participation in the transactions contemplated hereby, including without limitation all reasonable costs required to be associated with claims for damages to persons or property, and reasonable attorneys’ and consultants’ fees and expenses and court costs and fees and expenses incurred in connection with the enforcement of indemnification rights; that are not direct damages provided, however, that notwithstanding anything to the Issuer contrary contained herein, the waiver of consequential, indirect or incidental damages under this Section 3.08 is intended to apply only to disputes and claims as between Servicer and the Seller Indemnified Parties and nothing in this Section 3.08 shall not indemnify any Issuer Indemnified Party limit the indemnification obligations of Servicer set out in this Agreement for any such acts damages payable to third parties resulting from any act or omissions attributable directly circumstance for which Servicer is obligated to indemnify under this Agreement. Servicer and any officer or indirectly to employee or agent of Servicer may rely conclusively on the negligence representations and warranties of the Purchaser and Seller hereunder and in good faith on the advice of counsel or willful misconduct on any document of such Issuer Indemnified Party orany kind, other than with respect to SST as successor Servicer, for prima facie properly executed and submitted by any breach by the Servicer of person respecting any of the Servicer Transaction Documents. The provisions of this section shall survive the termination of this Agreement or the earlier resignation or removal of the Servicermatters arising hereunder.

Servicer Indemnification of Indemnified Parties. (A) The initial Servicer (if other than SST as successor Servicer) will indemnify, defend and hold harmless the Trustee, the Receivables Trust Trustee, the Issuer, the Receivables Trust, the Back-Up Servicer, the successor Servicer and the Noteholders, and (B) SST as successor Servicer will shall indemnify and hold harmless the Trustee, Collateral Agent (on behalf of the NoteholdersSecured Parties), the Receivables Trust Trustee, on behalf of the holder of the Receivables Trust CertificateCollateral Custodian, the Issuer and Securities Intermediary, the Receivables Trust Facility Agent, the Lenders, any successor Servicer, the Borrower (in each case, together with their respective successors and permitted assigns) and each of their respective agents, officers, members and employees (each, a “Servicer Indemnified Party” and, collectively, the “Servicer Indemnified Parties”), from and against any claim, action, suit, loss, liability, expense, damage or injury suffered or sustained by reason of such Servicer’s negligence in the performance of (or failure to perform) its duties or obligations under the Servicer Transaction Documents or Servicer’s willful misconduct or any material breach by the initial Servicer of any of its representations or and warranties contained in Section 7.4 or any negligence or willful misconduct by the initial Servicer in the performance of any duty or obligation of the initial Servicer contained in this AgreementAgreement or any other Transaction Document, including any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses reasonably incurred in connection with the defense of any actual action, proceeding or claim and (including, without limitation, any legal fees and or expenses incurred by the Collateral Agent (acting on behalf of the Secured Parties), the Collateral Custodian, the Securities Intermediary, the Facility Agent and the Lenders in connection with any action or proceeding initiated by the Collateral Agent to enforce the indemnification obligations of the initial Servicer against the initial Servicer hereunder or in connection with investigating, preparing or defending any legal action, commenced or threatened, in connection with the enforcement exercise or performance of indemnification rightsany of the powers or duties of the Collateral Agent under this Agreement); provided, however, that the initial Servicer shall not indemnify any a Servicer Indemnified Party for any such acts or omissions attributable amounts to the extent determined by a court of competent jurisdiction in a final non-appealable judgment to have resulted from the gross negligence or willful misconduct on the part of such Servicer Indemnified Party. Any indemnification pursuant to this Section 7.11 shall be had only from the assets of the initial Servicer and shall not be payable from Collections Collections, except to the extent such Collections are released to the initial Servicer in accordance with Section 5.15 8.3 (or any related provision describing the allocation of the Indenture Collections) hereof in respect of the Servicing Fee. The provisions of such indemnity shall run directly to and be enforceable by such Servicer Indemnified Parties. The Issuer (as Certificateholder of the Receivables Trust) will indemnify, defend Each successor Servicer shall indemnify and hold harmless the Servicer Borrower, the Facility Agent, the Lenders, the Collateral Custodian, the Securities Intermediary and its officersthe Collateral Agent, directors, employees, representatives on behalf of the Secured Parties (together with their respective successors and agents permitted assigns) (each, an “Issuer Indemnified Party” and, collectively, the “Issuer Successor Servicer Indemnified Parties”), from and against and reimburse the Servicer for any and all claimsloss, expensesliability, obligationsexpense, liabilities, losses, damages, injuries (to person, property, damage or natural resources), penalties, stamp injury suffered or other similar taxes, actions, suits, judgments, reasonable costs and expenses (including reasonable attorney’s and agent’s fees and expenses) of whatever kind or nature regardless of their merit, demanded, asserted or claimed against the Servicer directly or indirectly relating to, or arising from, claims against the Servicer sustained by reason of its participation any material breach by such successor Servicer of any of the representations and warranties contained in the transactions contemplated herebySection 7.4 or any negligence or willful misconduct, including without limitation all reasonable costs required to be associated with claims for damages to persons or propertyany judgment, and award, settlement, reasonable attorneys’ and consultants’ fees and other costs or expenses and court costs and fees and expenses reasonably incurred in connection with the enforcement defense of indemnification rightsany actual action, proceeding or claim (including, without limitation, any legal fees or expenses incurred by the Collateral Agent (acting on behalf of the Secured Parties), the Collateral Custodian, the Securities Intermediary, the Facility Agent or Lenders in connection with any action or proceeding initiated by the Collateral Agent against such successor Servicer hereunder or in connection with investigating, preparing or defending any legal action, commenced or threatened, in connection with the exercise or performance of any of the powers or duties of the Collateral Agent under this Agreement); provided, however, that no successor Servicer shall be required to indemnify the Issuer shall not indemnify any Issuer Successor Servicer Indemnified Party for any such acts or omissions attributable directly or indirectly Parties to the extent determined by a court of competent jurisdiction in a final non-appealable judgment to have resulted from the gross negligence or willful misconduct on the part of such Issuer Indemnified Party or, other than with respect Party. Any indemnification pursuant to SST as successor Servicer, for any breach by this Section 7.11 shall be had only from the Servicer of any assets of the successor Servicer Transaction Documentsand shall not be payable from Collections except to the extent such Collections are released to the successor Servicer in accordance with Section 8.3 hereof in respect of the Servicing Fee. The provisions of this section such indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the Servicerrun directly to and be enforceable by such Successor Servicer Indemnified Parties.

Servicer Indemnification of Indemnified Parties. (A) The Servicer (if other than SST as successor Servicer) will indemnify, defend and hold harmless the Trustee, the Receivables Trust Trustee, the Issuer, the Receivables Trust, the Back-Up Servicer, the successor Servicer and the Noteholders, and (B) SST as successor Servicer will indemnify and hold harmless the Trustee, on behalf of the Noteholders, the Receivables Trust Trustee, on behalf of the holder of the Receivables Trust Certificate, the Issuer and the Receivables Trust (in each case, together with their respective successors and permitted assigns) and each of their respective agents, officers, members and employees (each, a “Servicer Indemnified Party” and, collectively, the “Servicer Indemnified Parties”), from and against any claim, action, suit, loss, liability, expense, damage or injury suffered or sustained by reason of such Servicer’s negligence in the performance of (or failure to perform) perform its duties or obligations under the Servicer Transaction Documents or Servicer’s willful misconduct or breach by the Servicer of any of its representations or warranties contained in this Agreement, including any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses reasonably incurred in connection with the defense of any actual action, proceeding or claim and fees and expenses incurred in connection with the enforcement of indemnification rightsclaim; provided, however, that the Servicer shall not indemnify any Servicer Indemnified Party for any such acts or omissions attributable to the negligence or willful misconduct of such Servicer Indemnified Party. Any indemnification pursuant to this Section shall be had only from the assets of the Servicer and shall not be payable from Collections except to the extent such Collections are released to the Servicer in accordance with Section 5.15 of the Indenture in respect of the Servicing Fee. The provisions of such indemnity shall run directly to and be enforceable by such Servicer Indemnified Parties. The Issuer (as Certificateholder of the Receivables Trust) will indemnify, defend indemnify and hold harmless the Servicer and its officers, directors, employees, representatives and agents (each, an “Issuer Indemnified Party” and, collectively, the “Issuer Indemnified Parties”), from and against and reimburse the Servicer for any and all claims, expenses, obligations, liabilities, losses, damages, injuries (to person, property, or natural resources), penalties, stamp or other similar taxes, actions, suits, judgments, reasonable costs and expenses (including reasonable attorney’s and agent’s fees and expenses) of whatever kind or nature regardless of their merit, demanded, asserted or claimed against the Servicer directly or indirectly relating to, or arising from, claims against the Servicer by reason of its participation in the transactions contemplated hereby, including without limitation all reasonable costs required to be associated with claims for damages to persons or property, and reasonable attorneys’ and consultants’ fees and expenses and court costs and fees and expenses incurred in connection with the enforcement of indemnification rightscosts; provided, however, that the Issuer shall not indemnify any Issuer Indemnified Party for any such acts or omissions attributable directly or indirectly to the negligence or willful misconduct of such Issuer Indemnified Party or, other than with respect to SST as successor Servicer, for any breach by the Servicer of any of the Servicer Transaction Documents. The provisions of this section shall survive the termination of this Agreement or the earlier resignation or removal of the Servicer.

Servicer Indemnification of Indemnified Parties. (A) The Servicer (if other than SST as successor Servicer) will indemnify, defend and hold harmless the Trustee, the Receivables Trust Trustee, the Issuer, the Receivables Trust, the Back-Up Servicer, the successor Servicer and the Noteholders, and (B) SST as successor Servicer will indemnify and hold harmless the Trustee, on behalf of the Noteholders, the Receivables Trust Trustee, on behalf of the holder of the Receivables Trust Certificate, the Issuer and the Receivables Trust (in each case, together with their respective successors and permitted assigns) and each of their respective agents, officers, members and employees (each, a “Servicer Indemnified Party” and, collectively, the “Servicer Indemnified Parties”), from and against any claim, action, suit, loss, liability, expense, damage or injury suffered or sustained by reason of such Servicer’s negligence in the performance of (or failure to perform) perform its duties or obligations under the Servicer Transaction Documents or Servicer’s willful misconduct or breach by the Servicer of any of its representations or warranties contained in this Agreement, including any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses reasonably incurred in connection with the defense of any actual action, proceeding or claim and fees and expenses incurred in connection with the enforcement of indemnification rightsclaim; provided, however, that the Servicer shall not indemnify any Servicer Indemnified Party for any such acts or omissions attributable to the negligence or willful misconduct of such Servicer Indemnified Party. Any indemnification pursuant to this Section shall be had only from the assets of the Servicer and shall not be payable from Collections except to the extent such Collections are released to the Servicer in accordance with Section 5.15 of the Indenture in respect of the Servicing Fee. The provisions of such indemnity shall run directly to and be enforceable by such Servicer Indemnified Parties. The Issuer (as Certificateholder of the Receivables Trust) will indemnify, defend indemnify and hold harmless the Servicer and its officers, directors, employees, representatives and agents (each, an “Issuer Indemnified Party” and, collectively, the “Issuer Indemnified Parties”), from and against and reimburse the Servicer for any and all claims, expenses, obligations, liabilities, losses, damages, injuries (to person, property, or natural resources), penalties, stamp or other similar taxes, actions, suits, judgments, reasonable costs and expenses (including reasonable attorney’s 's and agent’s 's fees and expenses) of whatever kind or nature regardless of their merit, demanded, asserted or claimed against the Servicer directly or indirectly relating to, or arising from, claims against the Servicer by reason of its participation in the transactions contemplated hereby, including without limitation all reasonable costs required to be associated with claims for damages to persons or property, and reasonable attorneys’ ' and consultants’ ' fees and expenses and court costs and fees and expenses incurred in connection with the enforcement of indemnification rightscosts; provided, however, that the Issuer shall not indemnify any Issuer Indemnified Party for any such acts or omissions attributable directly or indirectly to the negligence or willful misconduct of such Issuer Indemnified Party or, other than with respect to SST as successor Servicer, for any breach by the Servicer of any of the Servicer Transaction Documents. The provisions of this section shall survive the termination of this Agreement or the earlier resignation or removal of the Servicer.

Servicer Indemnification of Indemnified Parties. Without limiting any other rights which the Servicer Indemnified Parties (Aas defined below) The Servicer (if other than SST as successor Servicer) will indemnify, defend and hold harmless the Trusteemay have hereunder or under Applicable Law, the Receivables Trust TrusteeServicer hereby agrees to indemnify the Seller, the IssuerPurchaser, the Receivables TrustCollateral Agent and their respective successors, the Back-Up Servicertransferees and assigns and all officers, the successor Servicer directors, shareholders, controlling persons, employees, counsel and the Noteholders, and (B) SST as successor Servicer will indemnify and hold harmless the Trustee, on behalf other agents of any of the Noteholders, the Receivables Trust Trustee, on behalf of the holder of the Receivables Trust Certificate, the Issuer and the Receivables Trust foregoing (in each case, together with their respective successors and permitted assigns) and each of their respective agents, officers, members and employees (each, a “Servicer Indemnified Party” and, collectively, the “Servicer Indemnified Parties”), ) from and against any claim, action, suit, loss, liability, expense, direct damage or injury suffered or sustained by reason of such Servicer’s negligence in the performance of (or failure to perform) its duties or obligations under the Servicer Transaction Documents or Servicer’s willful misconduct or breach by the Servicer of any of its representations or warranties contained in this Agreement, including any judgment, award, settlement, reasonable attorneys[’]’ fees and other costs or expenses reasonably incurred in connection with the defense of any actual action, proceeding or claim and fees and expenses incurred in connection with the enforcement of indemnification rights; provided, however, that the Servicer shall not indemnify any Servicer Indemnified Party for any such acts or omissions attributable claim) subject to the negligence limitation set forth herein, to the extent as a result of or willful misconduct of such Servicer Indemnified Party. Any indemnification pursuant to this Section shall be had only otherwise arising from the assets Servicer[’]’s willful misconduct, fraud, bad faith or negligence in the performance of its duties hereunder or any representation or warranty of the Servicer and shall not proving to be payable from Collections except to the extent such Collections are released to the Servicer in accordance with Section 5.15 materially false or materially inaccurate as of the Indenture in respect of the Servicing Feedate hereof. The provisions of such indemnity shall run directly to and be enforceable by such Servicer Indemnified Parties. The Issuer (as Certificateholder of the Receivables Trust) will indemnify, defend and hold harmless the Under no circumstances shall Servicer and its officers, directors, employees, representatives and agents (each, an “Issuer Indemnified Party” and, collectively, the “Issuer Indemnified Parties”), from and against and reimburse the Servicer be liable for any and all claimsconsequential, expensesincidental or indirect damages (including, obligationsbut not limited to, liabilitieslost profits, losseslost revenues or loss of business opportunity, whether or not Servicer was aware or should have been aware of possibility of those damages) or punitive, injuries (to personspecial, property, or natural resources), penalties, stamp exemplary or other similar taxes, actions, suits, judgments, reasonable costs and expenses (including reasonable attorney’s and agent’s fees and expenses) of whatever kind or nature regardless of their merit, demanded, asserted or claimed against the Servicer directly or indirectly relating to, or arising from, claims against the Servicer by reason of its participation in the transactions contemplated hereby, including without limitation all reasonable costs required to be associated with claims for damages to persons or property, and reasonable attorneys’ and consultants’ fees and expenses and court costs and fees and expenses incurred in connection with the enforcement of indemnification rightsthat are not direct damages; provided, however, that notwithstanding anything to the Issuer contrary contained herein, the waiver of consequential, indirect or incidental damages under this Section 3.08 is intended to apply only to disputes and claims as between Servicer and the Seller Indemnified Parties and nothing in this Section 3.08 shall not indemnify any Issuer Indemnified Party limit the indemnification obligations of Servicer set out in this Agreement for any such acts damages payable to third parties resulting from any act or omissions attributable directly circumstance for which Servicer is obligated to indemnify under this Agreement. Servicer and any officer or indirectly to employee or agent of Servicer may rely conclusively on the negligence representations and warranties of the Purchaser and Seller hereunder and in good faith on the advice of counsel or willful misconduct on any document of such Issuer Indemnified Party orany kind, other than with respect to SST as successor Servicer, for prima facie properly executed and submitted by any breach by the Servicer of person respecting any of the Servicer Transaction Documents. The provisions of this section shall survive the termination of this Agreement or the earlier resignation or removal of the Servicermatters arising hereunder.

Servicer Indemnification of Indemnified Parties. (A) The Servicer (if other than SST as successor Servicer) will indemnify, defend and hold harmless the Trustee, the Receivables Trust Trustee, the Issuer, the Receivables Trust, the Back-Up Servicer, the successor Servicer and the Noteholders, and (B) SST as successor Servicer will shall indemnify and hold harmless the Trustee, on behalf of the Noteholders, the Receivables Trust Trustee, on behalf of the holder of the Receivables Trust Certificate, the Issuer and the Receivables Trust (in each case, together with their respective successors and permitted assigns) and each of their respective agents, officers, members and employees (each, a “Servicer Indemnified Party” and, collectively, the “Servicer Indemnified Parties”), from and against any claim, action, suit, loss, liability, expense, damage or injury suffered or sustained solely by reason of such Servicer’s negligence in the performance of (or failure to perform) its duties or obligations under the Servicer Transaction Documents or Servicer’s willful misconduct or any breach by the Servicer of any of its representations representations, warranties or warranties covenants contained in this Agreement, including any judgment, award, settlement, reasonable attorneys’ ' fees and other costs or expenses reasonably incurred in connection with the defense of any actual action, proceeding or claim and fees and expenses incurred in connection with the enforcement of indemnification rightsclaim; provided, however, that (i) the Servicer shall not indemnify any Servicer Indemnified Party for any if such acts or omissions were attributable to the fraud, gross negligence or willful misconduct by such Indemnified Party and (ii) neither the Servicer nor any of the directors, officers, employees or agents of the Servicer in its capacity as Servicer shall be under any liability to the Indemnified Parties for any action taken or for refraining from the taking of any action in good faith in its capacity as Servicer pursuant to this Agreement; provided, further, however that the immediately preceding proviso shall not protect the Servicer or any such director, officer, employee or agent against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Servicer Indemnified Partyand any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than the Servicer or an Affiliate of the Servicer) respecting any matters arising hereunder. Any indemnification pursuant to this Section shall be had only from the assets of the Servicer and shall not be payable from Collections Collections, except to the extent such Collections 50 are released to the Servicer in accordance with Section 5.15 of the Indenture in respect of the Servicing FeeSections 2.5 and 2.6. The provisions of such indemnity shall run directly to and be enforceable by such Servicer Indemnified Parties. The Issuer (as Certificateholder of Parties and shall survive the Receivables Trust) will indemnify, defend and hold harmless the Servicer and its officers, directors, employees, representatives and agents (each, an “Issuer Indemnified Party” and, collectively, the “Issuer Indemnified Parties”), from and against and reimburse the Servicer for any and all claims, expenses, obligations, liabilities, losses, damages, injuries (to person, property, resignation or natural resources), penalties, stamp or other similar taxes, actions, suits, judgments, reasonable costs and expenses (including reasonable attorney’s and agent’s fees and expenses) of whatever kind or nature regardless of their merit, demanded, asserted or claimed against the Servicer directly or indirectly relating to, or arising from, claims against the Servicer by reason of its participation in the transactions contemplated hereby, including without limitation all reasonable costs required to be associated with claims for damages to persons or property, and reasonable attorneys’ and consultants’ fees and expenses and court costs and fees and expenses incurred in connection with the enforcement of indemnification rights; provided, however, that the Issuer shall not indemnify any Issuer Indemnified Party for any such acts or omissions attributable directly or indirectly to the negligence or willful misconduct of such Issuer Indemnified Party or, other than with respect to SST as successor Servicer, for any breach by the Servicer of any removal of the Servicer Transaction Documents. The provisions of this section or any Indemnified Party and shall survive the termination of this Agreement or Agreement. Without limiting the earlier resignation or removal foregoing, each Seller, by transferring interests in the Receivables to the Transferor, the Transferor, by transferring interests in the Receivables to the Administrative Agent, for the benefit of the ServicerInitial Purchasers and/or the APA Bank Purchasers, and the Administrative Agent on behalf of the Initial Purchasers and the APA Bank Purchasers, by acquiring such interest in the Receivables, acknowledges that each Seller has transferred and the Transferor, and the Administrative Agent, on behalf of the Initial Purchasers and the APA Bank Purchasers, as applicable, have assumed all risk of payment and collection with respect thereto.