Common use of Servicer Indemnification of the Trust and the Trustee Clause in Contracts

Servicer Indemnification of the Trust and the Trustee. The ----------------------------------------------------- Servicer shall indemnify and hold harmless the Trust from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by reason of any acts or omissions or alleged acts or omissions of the Servicer with respect to activities of the Trust pursuant to this Agreement and, with respect to the Trustee, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by the Trustee in connection with the transactions contemplated herein and/or the Trustee's administration of the Trust, including, but not limited to any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the Servicer shall not indemnify the Trustee for any -------- ------- acts, omissions or alleged acts or omissions which constitute or are caused by fraud, negligence, breach of fiduciary duty or willful misconduct by the Trustee; provided further, that the Servicer shall not indemnify the Trust, the -------- ------- Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust with respect to any action taken by the Trustee at the request of the Investor Certificateholders; provided further, that the Servicer -------- ------- shall not indemnify the Trust, the Investor Certificateholders or the Certificate Owners as to any losses, claims or damages incurred by any of them in their capacities as investors, including without limitation losses incurred as a result of Defaulted Accounts or Receivables which are written off as uncollectible; and provided further, that the Servicer shall not indemnify the -------- ------- Trust, the Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any Federal, state, local or foreign income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Trust, the Investor Certificateholders or the Certificate Owners in connection herewith to any taxing authority (except to the extent that such liabilities, taxes or expenses arose as a result of the breach by the Servicer of its obligations under Section 11.11). Any such indemnification shall not be ------------- payable from the assets of the Trust. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. The obligations of the Servicer under this Section 8.4 ----------- shall survive the termination of the Trust and the resignation or removal of the Trustee.

Servicer Indemnification of the Trust and the Trustee. The ----------------------------------------------------- To the fullest extent permitted by applicable law, the Servicer shall indemnify and hold harmless the Trust and the Trustee, its officers, directors, employees and agents, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by reason of any acts or omissions or alleged acts or omissions of the Servicer with respect to activities of the Trust or the Trustee pursuant to this Agreement and, with respect to the Trustee, from and against or any reasonable loss, liability, expense, damage or injury suffered or sustained by the Trustee in connection with the transactions contemplated herein and/or the Trustee's administration of the TrustSupplement, including, but not limited to any judgment, award, settlement, reasonable attorneys' ’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the Servicer shall not indemnify the Trustee for any -------- ------- if such acts, omissions or alleged acts or omissions which constitute or are caused by fraud, negligence, breach of fiduciary duty or willful misconduct by the Trustee; provided further, that the Servicer shall not indemnify the Trust, the -------- ------- Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust with respect to any action taken by the Trustee at the request of the Investor Certificateholders; provided further, that the Servicer -------- ------- shall not indemnify the Trust, the Investor Certificateholders or the Certificate Owners as to any losses, claims or damages incurred by any of them in their capacities as investors, including without limitation losses incurred as a result of Defaulted Accounts or Receivables which are written off as uncollectible; and provided further, that the Servicer shall not indemnify the -------- ------- Trust, the Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation limitation, any Federalfederal, state, local or foreign income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Trust, the Investor Certificateholders or the Certificate Owners in connection herewith to any taxing authority (except to the extent that such liabilities, taxes or expenses arose as a result of the breach by the Servicer of its obligations under Section 11.11)authority. Any such indemnification shall not be ------------- payable from the assets of the Trust. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. The obligations of the Servicer under this Section 8.4 ----------- shall survive the termination of the Trust and the resignation or removal of the Trustee.

Servicer Indemnification of the Trust and the Trustee. The ----------------------------------------------------- Servicer shall indemnify and hold harmless the Trust Trustee (and its respective directors, officers, employees and agents) and the Trust, for the benefit of the Certificateholders and the Enhancement Providers, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by reason of any acts or omissions or alleged acts or omissions of the Servicer with respect to activities of the Trust pursuant to this Agreement andor any Supplement, with respect to the Trustee, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by the Trustee in connection with the transactions contemplated herein and/or the Trustee's administration of the Trust, including, but not limited to including any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the Servicer shall not indemnify -------- ------- the Trustee for any -------- ------- acts, omissions or alleged the Trust if such acts or omissions which constitute or are caused by were attributable to fraud, gross negligence, breach of fiduciary duty or willful misconduct by the Trustee; provided and provided, further, that the Servicer shall not indemnify the Trust, Trust or the -------- ------- Investor Certificateholders or the Certificate Owners (x) for any liabilities, costs or expenses of the Trust with respect to any action taken by the Trustee at the request of the any Investor Certificateholders; provided further, that the Servicer -------- ------- shall not indemnify the Trust, the Investor Certificateholders Certificateholder or the Certificate Owners as (y) with respect to any lossesfederal, claims state or damages incurred by any of them in their capacities as investors, including without limitation losses incurred as a result of Defaulted Accounts or Receivables which are written off as uncollectible; and provided further, that the Servicer shall not indemnify the -------- ------- Trust, the Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any Federal, state, local or foreign income or franchise taxes or any other tax taxes imposed on or measured by income (or any interest or penalties or additions with respect thereto or arising from a failure to comply therewiththereto) required to be paid by the Trust, Trust or the Investor Certificateholders or the Certificate Owners in connection herewith to any taxing authority authority, or (except z) with respect to any liabilities, losses, costs or expenses incurred by any Certificateholder in the Investor Certificates of any Series as a result of defaults or other losses with respect to the extent that such liabilities, taxes or expenses arose Receivables as a result of the breach by creditworthiness of the Servicer of its obligations under Obligors. Subject to Sections 8.01 and 10.02(b), any indemnification pursuant to this Section 11.11). Any such indemnification ------------- -------- shall not be ------------- payable had only from the assets of the TrustServicer. The provisions of this such indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. The obligations provisions of the Servicer under this Section 8.4 ----------- shall survive the termination of the Trust and the resignation or removal of the TrusteeTrustee and the termination of the Trust.

Servicer Indemnification of the Trust and the Trustee. The ----------------------------------------------------- Servicer shall indemnify and hold harmless the Trust and the Trustee, its officers, directors, employees and agents, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by reason of any acts or omissions or alleged acts or omissions of the Servicer with respect to activities of the Trust or the Trustee pursuant to this Agreement and, with respect to the Trustee, from and against or any reasonable loss, liability, expense, damage or injury suffered or sustained by the Trustee in connection with the transactions contemplated herein and/or the Trustee's administration of the Trustother Transaction Document, including, but not limited to any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the Servicer shall not indemnify the Trustee for any -------- ------- if such acts, omissions or alleged acts or omissions which constitute or are caused by fraud, negligence, breach of fiduciary duty or willful misconduct by the Trustee; provided and provided, further, that the Servicer shall not indemnify the Trust, the -------- ------- Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust with respect to any action taken by the Trustee at the request direction of Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 50% of the Investor CertificateholdersInterest of the respective Series; provided and provided, further, that the Servicer -------- ------- shall not indemnify the Trust, the Investor Certificateholders or the Certificate Owners as to any losses, claims or damages that would be incurred by any of them in their capacities as investorsif the Investor Certificates were notes secured by the Receivables, including without limitation losses incurred for example, as a result of Defaulted Accounts the performance of the Receivables, market fluctuations, a shortfall or Receivables which are written off as uncollectiblefailure to make payment under any Enhancement or other similar market or investment risks associated with ownership of such secured notes; and provided provided, further, that the Servicer shall not indemnify the -------- ------- Trust, the Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including including, without limitation limitation, any Federalfederal, state, local or foreign income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Trust, the Investor Certificateholders or the Certificate Owners in connection herewith to any taxing authority (except to the extent that such liabilities, taxes or expenses arose as a result of the breach by the Servicer of its obligations under Section 11.11)authority. Any such indemnification indemnifications under this Section 8.04 shall not be ------------- payable from the assets of the Trust. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. The obligations of Any injured party seeking indemnification hereunder shall give the Servicer under this Section 8.4 ----------- prompt written notice of any potential loss, liability, expense, damage or injury, including actual or threatened litigation. The Servicer shall survive be entitled to assume the termination defense of and to negotiate the Trust and the resignation or removal settlement of the Trusteeany such claim.

Servicer Indemnification of the Trust and the Trustee. The ----------------------------------------------------- Servicer shall indemnify and hold harmless the Trust and the Trustee and its officers, directors, employees and agents, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by reason of any acts or omissions or alleged acts or omissions of the Servicer with respect to activities of the Trust pursuant to this Agreement andAgreement, with respect to the Trustee, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by the Trustee in connection with the transactions contemplated herein and/or the Trustee's administration of the Trust, including, but not limited to including any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the Servicer shall not indemnify the Trustee for any -------- ------- if such acts, omissions or alleged acts or omissions which constitute or are caused by fraud, negligence, breach of fiduciary duty or willful misconduct by the Trustee; provided provided, further, that the Servicer shall not indemnify the Trust, the -------- ------- Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust with respect to any action taken by the Trustee at the request of the Investor Certificateholders; provided provided, further, that the Servicer -------- ------- shall not indemnify the Trust, the Investor Certificateholders or the Certificate Owners as to any losses, claims or damages incurred by any of them in their capacities as investors, including including, without limitation limitation, losses with respect to market or investment risks associated with ownership of the Investor Certificates or losses incurred as a result of Defaulted Accounts or Receivables which are written off as uncollectibleReceivables; and provided provided, further, that the Servicer shall not indemnify the -------- ------- Trust, the Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation including, any Federal, state, local or foreign income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Trust, the Investor Certificateholders or the Certificate Owners in connection herewith to any taxing authority (except authority. Indemnification pursuant to the extent that such liabilities, taxes or expenses arose as a result of the breach by the Servicer of its obligations under this Section 11.11). Any such indemnification 8.4 shall not be ------------- payable from the assets of the TrustTrust Assets. The provisions of this indemnity shall run directly to and be enforceable by an injured party indemnitee subject to the limitations hereof. The obligations of the Servicer under this Section 8.4 ----------- shall survive the termination of the Trust and the resignation or removal of the Trustee.

Servicer Indemnification of the Trust and the Trustee. The ----------------------------------------------------- Servicer shall indemnify and hold harmless the Trust Trustee (and its respective directors, officers, employees and agents) and the Trust, for the benefit of the Certificateholders and the Enhancement Providers, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by reason of any acts or omissions or alleged acts or omissions of the Servicer with respect to activities of the Trust pursuant to this Agreement andor any Supplement, with respect to the Trustee, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by the Trustee in connection with the transactions contemplated herein and/or the Trustee's administration of the Trust, including, but not limited to including any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the Servicer shall not indemnify -------- ------- the Trustee for any -------- ------- acts, omissions or alleged the Trust if such acts or omissions which constitute or are caused by were attributable to fraud, gross negligence, breach of fiduciary duty or willful misconduct by the Trustee; provided and provided, further, that the Servicer shall not indemnify the Trust, Trust or the -------- ------- Investor Certificateholders or the Certificate Owners (x) for any liabilities, costs or expenses of the Trust with respect to any action taken by the Trustee at the request of the any Investor Certificateholders; provided further, that the Servicer -------- ------- shall not indemnify the Trust, the Investor Certificateholders Certificateholder or the Certificate Owners as (y) with respect to any lossesfederal, claims state or damages incurred by any of them in their capacities as investors, including without limitation losses incurred as a result of Defaulted Accounts or Receivables which are written off as uncollectible; and provided further, that the Servicer shall not indemnify the -------- ------- Trust, the Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any Federal, state, local or foreign income or franchise taxes or any other tax taxes imposed on or measured by income (or any interest or penalties or additions with respect thereto or arising from a failure to comply therewiththereto) required to be paid by the Trust, Trust or the Investor Certificateholders or the Certificate Owners in connection herewith to any taxing authority authority, or (except z) with respect to any liabilities, losses, costs or expenses incurred by any Certificateholder in the Investor Certificates of any Series as a result of defaults or other losses with respect to the extent that such liabilities, taxes or expenses arose Receivables as a result of the breach by creditworthiness of the Servicer of its obligations under Obligors. Subject to Sections 8.01 ------------- and 10.02(b), any indemnification pursuant to this Section 11.11). Any such indemnification shall not be ------------- payable had only -------- from the assets of the TrustServicer. The provisions of this such indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. The obligations provisions of the Servicer under this Section 8.4 ----------- shall survive the termination of the Trust and the resignation or removal of the TrusteeTrustee and the termination of the Trust.

Servicer Indemnification of the Trust and the Trustee. The ----------------------------------------------------- Servicer shall indemnify and hold harmless the Trust and the Trustee from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by reason of any acts or omissions or alleged acts or omissions of the Servicer with respect to activities of the Trust or of the Trustee pursuant to this Agreement and, with respect to the Trustee, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by the Trustee in connection with the transactions contemplated herein and/or the Trustee's administration of the TrustAgreement, including, but not limited to any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the Servicer shall not indemnify the Trustee for any -------- ------- any acts, omissions or alleged acts or omissions which constitute or are caused by fraud, negligence, breach of fiduciary duty or willful misconduct by the Trustee; provided further, that the Servicer shall not indemnify the Trust, the -------- ------- Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust with respect to any action taken by the Trustee at the request of the Investor Certificateholders; provided further, that the Servicer -------- ------- shall not indemnify the Trust, the Investor Certificateholders or the Certificate Owners as to any losses, claims or damages incurred by any of them in their capacities as investors, including without limitation losses incurred as a result of Defaulted Accounts or Receivables which are written off as uncollectible; and provided further, that the Servicer shall not indemnify the -------- ------- Trust, the Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any Federal, state, local or foreign income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Trust, the Investor Certificateholders or the Certificate Owners in connection herewith to any taxing authority (except to the extent that such liabilities, taxes or expenses arose as a result of the breach by the Servicer of its obligations under Section 11.11). Any such indemnification shall not be ------------- payable from the assets of the Trust. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. The obligations of the Servicer under this Section 8.4 ----------- shall survive the termination of the Trust and the resignation or removal of the Trustee.

Servicer Indemnification of the Trust and the Trustee. The ----------------------------------------------------- Servicer shall (jointly and severally if more than one Person is acting as Servicer) indemnify and hold harmless the Trust and the Trustee, its officers, directors, employees and agents, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by reason of any acts or omissions or alleged acts or omissions of the Servicer with respect to activities of the Trust or the Trustee pursuant to this Agreement and, with respect to the Trustee, from and against or any reasonable loss, liability, expense, damage or injury suffered or sustained by the Trustee in connection with the transactions contemplated herein and/or the Trustee's administration of the TrustSupplement, including, but not limited to any judgment, award, settlement, reasonable attorneys' fees and other reasonable costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the Servicer shall not indemnify the Trustee for any -------- ------- if such acts, omissions or alleged acts or omissions which constitute or are caused by fraud, negligence, breach of fiduciary duty or willful misconduct by the TrusteeTrustee in the performance of its duties under this Agreement; provided further, that the Servicer shall not indemnify the Trust, the -------- ------- Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust with respect to any action taken by the Trustee at the request of the Investor Certificateholders; provided further, that the Servicer -------- ------- shall not indemnify the Trust, the Investor Certificateholders or the Certificate Owners as to any losses, claims claims, damages or damages liabilities incurred by any of them in their capacities as investors, including without limitation losses incurred investors as a result of Defaulted Accounts or Receivables which are written off as uncollectibleLoans; and provided further, that the Servicer shall not indemnify the -------- ------- Trust, the Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation limitation, any Federalfederal, state, local or foreign income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Trust, the Investor Certificateholders or the Certificate Owners in connection herewith to any taxing authority (except to the extent that such liabilities, taxes or expenses arose as a result of the breach by the Servicer of its obligations under Section 11.11). Any such indemnification shall not be ------------- payable from the assets of the Trust. The provisions of this indemnity shall survive the termination of this Agreement and the Trust or the resignation or removal of the Trustee and shall run directly to and be enforceable by an injured party subject to the limitations hereof. The obligations of the Servicer under this Section 8.4 ----------- shall survive the termination of the Trust and the resignation or removal of the Trustee8.04.

Servicer Indemnification of the Trust and the Trustee. The ----------------------------------------------------- Servicer shall indemnify and hold harmless the Trust and the Trustee, its officers, directors, employees and agents, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by reason of any acts or omissions or alleged acts or omissions of the Servicer with respect to activities of the Trust or the Trustee pursuant to this Agreement andAgreement, with respect to the Trustee, from and against any reasonable loss, liability, expense, damage Supplement or injury suffered or sustained by the Trustee in connection with the transactions contemplated herein and/or the Trustee's administration of the Trustany Receivables Purchase Agreement, including, but not limited to to, any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the Servicer shall not indemnify the Trustee for any -------- ------- if such acts, omissions or alleged acts or omissions which constitute or are caused by fraud, gross negligence, breach of fiduciary duty or willful misconduct by the Trustee; provided provided, further, that the Servicer shall not indemnify the Trust, the -------- ------- Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust with respect to any action taken by the Trustee at the request of the Investor Certificateholders; provided further, that Receivables Purchasers or any Purchaser Representative such costs, expenses or other liabilities shall be at the Servicer -------- ------- expense of the requesting party and such party shall not indemnify be entitled to reimbursement from the Trust, the Investor Certificateholders or the Certificate Owners as to any losses, claims or damages incurred by any of them in their capacities as investors, including without limitation losses incurred as a result of Defaulted Accounts or Receivables which are written off as uncollectible; and provided provided, further, that the Servicer shall not indemnify the -------- ------- Trust, the Investor Certificateholders -76- 83 Trust or the Certificate Owners Trustee for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners Trust arising under any tax law, including without limitation any Federalfederal, state, local or foreign income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Trust, the Investor Certificateholders or the Certificate Owners Trust in connection herewith to any taxing authority (except to the extent that such liabilities, taxes or expenses arose as a result of the breach by the Servicer of its obligations under Section 11.11)authority. Any such indemnification shall not be ------------- payable from the assets of the Trust. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. The obligations of the Servicer under this Section 8.4 ----------- shall survive the termination of the Trust and the resignation or removal of the Trustee.

Servicer Indemnification of the Trust and the Trustee. The ----------------------------------------------------- Servicer shall indemnify and hold harmless the Trust and the Trustee and its officers, directors, employees and agents, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by reason of any acts or omissions or alleged acts or omissions of the Servicer with respect to activities of the Trust pursuant to this Agreement andAgreement, with respect to the Trustee, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by the Trustee in connection with the transactions contemplated herein and/or the Trustee's administration of the Trust, including, but not limited to including any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection connec- tion with the defense of any actual or threatened action, proceeding or claim; provided, however, that the Servicer shall not indemnify the Trustee for any -------- ------- if such acts, omissions or alleged acts or omissions which constitute or are caused by fraud, negligence, breach of fiduciary duty or willful misconduct by the Trustee, its employees or its agents; provided provided, further, that the Servicer shall not indemnify the Trust, the -------- ------- Trustee, the Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust or the Trustee with respect to any action taken by the Trustee at the request of the Investor Certificateholders; provided provided, further, that the Servicer -------- ------- shall not indemnify the Trust, the Investor Certificateholders or the Certificate Owners as to any losses, claims or damages incurred by any of them in their capacities as investors, including without limitation losses with respect to market or investment risks associated with ownership of the Investor Certificates or losses incurred as a result of Defaulted Accounts or Receivables which are written off as uncollectibleReceivables; and provided provided, further, that the Servicer shall not indemnify the -------- ------- Trust, the Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any Federal, state, local or foreign income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Trust, the Investor Certificateholders or the Certificate Owners in connection herewith to any taxing authority (except to the extent authority; and provided, further, that such liabilities, taxes or expenses arose as a result of the breach by the Servicer shall not indemnify for any acts or omissions to act of its obligations under any predecessor Servicer. Indemnification pursuant to this Section 11.11). Any such indemnification shall not be ------------- payable from the assets of the TrustTrust Assets. The provisions of this indemnity indem- nity shall run directly to and be enforceable by an injured party indemnitee subject to the limitations hereof. The obligations of the Servicer under this Section 8.4 ----------- This indemnification shall survive the termination of this Agreement, the Trust resignation or removal of the Servicer and the resignation or removal of the Trustee.

Servicer Indemnification of the Trust and the Trustee. The ----------------------------------------------------- Servicer shall indemnify and hold harmless the Trust and the Trustee, the Paying Agent and the Transfer Agent and Registrar, the Collateral Agent, and their officers, directors, employees and agents, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by reason of any acts or omissions or alleged acts or omissions of the Servicer with respect to activities of the Trust Trust, the Trustee, the Paying Agent, the Collateral Agent and the Transfer Agent and Registrar pursuant to this Agreement andAgreement, with respect to or by reason of the acceptance of this or the administration thereof by the Trustee, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained the issuance by the Trustee in connection with the transactions contemplated herein and/or the Trustee's administration Trust of the TrustCertificates, any Servicer Default, any termination of the rights and obligations of the Servicer including, but not limited to to, any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the Servicer shall not indemnify the Trustee for any or the -------- ------- Certificateholders if such acts, omissions or alleged acts or omissions which constitute or are caused by fraud, negligence, breach of fiduciary duty or willful misconduct by the Trustee; provided further, that the Servicer shall not indemnify the Trust, the -------- ------- Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust with respect to any action taken by the Trustee at the request of the Investor Certificateholders; provided further, that the Servicer -------- ------- shall not indemnify the Trust, the Investor Certificateholders -------- ------- Trust or the Certificate Owners Certificateholders as to any losses, claims or damages incurred by any of them in their capacities as investors, including without limitation losses incurred as a result of Defaulted Accounts or Receivables which are written off as uncollectibleReceivables; and provided further, that the -------- ------- Servicer shall not indemnify the -------- ------- Trust, the Investor Certificateholders Trust or the Certificate Owners Certificateholders for any liabilities, costs or expenses of the Trust, the Investor Certificateholders Trust or the Certificate Owners Certificateholders arising under any tax law, including without limitation limitation, any Federalfederal, state, local or foreign income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Trust, the Investor Certificateholders Trust or the Certificate Owners Certificateholders in connection herewith to any taxing authority (except to the extent that such liabilities, taxes or expenses arose as a result of the breach by the Servicer of its obligations under Section 11.11)authority. Any such indemnification shall not be ------------- payable from the assets of the Trust. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. The obligations of the Servicer under this Section 8.4 ----------- hereof and shall survive the termination of the Trust and the resignation or removal of the TrusteeServicer, the resignation or removal of the Trustee and/or the termination of the Trust.

Servicer Indemnification of the Trust and the Trustee. The ----------------------------------------------------- Servicer shall indemnify and hold harmless the Trust and the Trustee, its officers, directors, employees and agents, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by reason of any acts or omissions or alleged acts or omissions of the Servicer with respect to activities of the Trust or the Trustee pursuant to this Agreement and, with respect to the Trustee, from and against or any reasonable loss, liability, expense, damage or injury suffered or sustained by the Trustee in connection with the transactions contemplated herein and/or the Trustee's administration of the TrustSupplement, including, but not limited to any judgment, award, settlement, reasonable attorneys' ’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the Servicer shall not indemnify the Trustee for any -------- ------- if such acts, omissions or alleged acts or omissions which constitute or are caused by fraud, negligence, breach of fiduciary duty or willful misconduct by the Trustee; provided further, that the Servicer shall not indemnify the Trust, the -------- ------- Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust with respect to any action taken by the Trustee at the request of the Investor Certificateholders; provided further, that the Servicer -------- ------- shall not indemnify the Trust, the Investor Certificateholders or the Certificate Owners as to any losses, claims or damages incurred by any of them in their capacities as investors, including without limitation losses incurred as a result of Defaulted Accounts or Receivables which are written off as uncollectible; and provided further, that the Servicer shall not indemnify the -------- ------- Trust, the Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation limitation, any Federalfederal, state, local or foreign income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Trust, the Investor Certificateholders or the Certificate Owners in connection herewith to any taxing authority (except to the extent that such liabilities, taxes or expenses arose as a result of the breach by the Servicer of its obligations under Section 11.11)authority. Any such indemnification shall not be ------------- payable from the assets of the Trust. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. The obligations of the Servicer under this Section 8.4 ----------- shall survive the termination of the Trust and the resignation or removal of the Trustee.

Servicer Indemnification of the Trust and the Trustee. The ----------------------------------------------------- Servicer shall indemnify and hold harmless the Trust and the Trustee and its officers, directors, employees and agents, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by reason of any acts or omissions or alleged acts or omissions of the Servicer with respect to activities of the Trust pursuant to this Agreement andAgreement, with respect to the Trustee, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by the Trustee in connection with the transactions contemplated herein and/or the Trustee's administration of the Trust, including, but not limited to including any judgment, award, settlement, reasonable attorneys' ’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the Servicer shall not indemnify the Trustee for any -------- ------- if such acts, omissions or alleged acts or omissions which constitute or are caused by fraud, negligence, breach of fiduciary duty or willful misconduct by the Trustee; provided provided, further, that the Servicer shall not indemnify the Trust, the -------- ------- Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust with respect to any action taken by the Trustee at the request of the Investor Certificateholders; provided provided, further, that the Servicer -------- ------- shall not indemnify the Trust, the Investor Certificateholders or the Certificate Owners as to any losses, claims or damages incurred by any of them in their capacities as investors, including including, without limitation limitation, losses with respect to market or investment risks associated with ownership of the Investor Certificates or losses incurred as a result of Defaulted Accounts or Receivables which are written off as uncollectibleReceivables; and provided provided, further, that the Servicer shall not indemnify the -------- ------- Trust, the Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation including, any Federal, state, local or foreign income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Trust, the Investor Certificateholders or the Certificate Owners in connection herewith to any taxing authority (except authority. Indemnification pursuant to the extent that such liabilities, taxes or expenses arose as a result of the breach by the Servicer of its obligations under this Section 11.11). Any such indemnification 8.4 shall not be ------------- payable from the assets of the TrustTrust Assets. The provisions of this indemnity shall run directly to and be enforceable by an injured party indemnitee subject to the limitations hereof. The obligations of the Servicer under this Section 8.4 ----------- shall survive the termination of the Trust and the resignation or removal of the Trustee.

Servicer Indemnification of the Trust and the Trustee. The ----------------------------------------------------- Servicer shall indemnify and hold harmless the Trust and the Trustee, its officers, directors, employees and agents, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by reason of any acts or omissions or alleged acts or omissions of the Servicer with respect to activities of the Trust or the Trustee pursuant to this Agreement andAgreement, with respect to the Trustee, from and against any reasonable loss, liability, expense, damage Supplement or injury suffered or sustained by the Trustee in connection with the transactions contemplated herein and/or the Trustee's administration of the Trustany Receivables Purchase Agreement, including, but not limited to to, any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the Servicer shall not indemnify the Trustee for any -------- ------- if such acts, omissions or alleged acts or omissions which constitute or are caused by fraud, gross negligence, breach of fiduciary duty or willful misconduct by the Trustee; provided provided, further, that the Servicer shall not indemnify the Trust, the -------- ------- Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust with respect to any action taken by the Trustee at the request of the Investor Certificateholders; provided further, that Receivables Purchasers or any Purchaser Representative such costs, expenses or other liabilities shall be at the Servicer -------- ------- expense of the requesting party and such party shall not indemnify be entitled to reimbursement from the Trust, the Investor Certificateholders or the Certificate Owners as to any losses, claims or damages incurred by any of them in their capacities as investors, including without limitation losses incurred as a result of Defaulted Accounts or Receivables which are written off as uncollectible; and provided provided, further, that the Servicer shall not indemnify the -------- ------- Trust, the Investor Certificateholders Trust or the Certificate Owners Trustee for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners Trust arising under any tax law, including without limitation any Federalfederal, state, local or foreign income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Trust, the Investor Certificateholders or the Certificate Owners Trust in connection herewith to any taxing authority (except to the extent that such liabilities, taxes or expenses arose as a result of the breach by the Servicer of its obligations under Section 11.11)authority. Any such indemnification shall not be ------------- payable from the assets of the Trust. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. The obligations of the Servicer under this Section 8.4 ----------- shall survive the termination of the Trust and the resignation or removal of the Trustee.

Servicer Indemnification of the Trust and the Trustee. The ----------------------------------------------------- Servicer shall indemnify and hold harmless the Trust and the Trustee from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by reason of (a) any acts or omissions or alleged acts or omissions of the Servicer with respect to activities of the Trust pursuant to this Agreement and, with respect to or (b) the Trustee, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained administration by the Trustee in connection with the transactions contemplated herein and/or the Trustee's administration of the Trust, including, but not limited to including any judgment, award, settlement, reasonable attorneys' fees and expenses and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the Servicer shall not indemnify the Trustee for any -------- ------- if such acts, omissions or alleged acts or omissions which constitute or are caused by fraud, negligence, breach of fiduciary duty or willful misconduct by the Trustee; provided further, that the Servicer shall not indemnify the Trust, the -------- ------- Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust with respect to any action taken by the Trustee at the request of the Investor Certificateholders; provided further, that the Servicer -------- ------- shall not indemnify the Trust, the Investor Certificateholders or the Certificate Owners as to any losses, claims or damages incurred by any of them in their capacities as investors, including without limitation losses incurred as a result of Defaulted Accounts or Receivables which are written off as uncollectibleReceivables; and provided further, that the Servicer shall not indemnify the -------- ------- Trust, the Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation limitation, any Federal, state, local or foreign income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Trust, the Investor Certificateholders or the Certificate Owners in connection herewith to any taxing authority (except authority. Indemnification pursuant to the extent that such liabilities, taxes or expenses arose as a result of the breach by the Servicer of its obligations under this Section 11.11). Any such indemnification shall not be ------------- payable from the assets of the TrustTrust Assets. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. The obligations of the Servicer under this Section 8.4 ----------- shall survive the termination of the Trust and the resignation or removal of the Trustee.

Servicer Indemnification of the Trust and the Trustee. The ----------------------------------------------------- Servicer shall indemnify and hold harmless the Trust and the Trustee and its officers, directors, employees and agents, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by reason of any acts or omissions or alleged acts or omissions of the Servicer with respect to activities of the Trust pursuant to this Agreement andAgreement, with respect to the Trustee, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by the Trustee in connection with the transactions contemplated herein and/or the Trustee's administration of the Trust, including, but not limited to including any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the Servicer shall not indemnify the Trustee for any -------- ------- if such acts, omissions or alleged acts or omissions which constitute or are caused by fraud, negligence, breach of fiduciary duty or willful misconduct by the Trustee; provided further, that the Servicer shall not indemnify the Trust, the -------- ------- Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust with respect to any action taken by the Trustee at the request of the Investor Certificateholders; provided further, that the Servicer -------- ------- shall not indemnify the Trust, the Investor Certificateholders or the Certificate Owners as to any losses, claims or damages incurred by any of them in their capacities as investors, including without limitation limitation, losses incurred as a result of Defaulted Accounts or Receivables which are written off as uncollectibleReceivables; and provided further, that the Servicer shall not indemnify the -------- ------- Trust, the Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation limitation, any Federalfederal, state, local or foreign income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Trust, the Investor Certificateholders or the Certificate Owners in connection herewith to any taxing authority (except authority. Indemnification pursuant to the extent that such liabilities, taxes or expenses arose as a result of the breach by the Servicer of its obligations under this Section 11.11). Any such indemnification shall not be ------------- payable from the assets of the TrustTrust Assets. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. The obligations of If the Trustee is appointed Successor Servicer under pursuant to Section 10.02, the Seller shall indemnify the Trustee and each reference to "Servicer" in this Section 8.4 ----------- shall survive 8.04 shall, solely for the termination purpose of indemnifying the Trust Trustee and its officers, directors, employees and agents, be deemed to refer to the resignation or removal of the TrusteeSeller.

Servicer Indemnification of the Trust and the Trustee. The ----------------------------------------------------- Servicer shall indemnify and hold harmless the Trust and the Trustee from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by reason of any acts or omissions or alleged acts or omissions of the Servicer with respect to activities of the Trust pursuant to this Agreement andAgreement, with respect to the Trustee, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by the Trustee in connection with the transactions contemplated herein and/or the Trustee's administration of the Trust, including, but not limited to including any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the Servicer shall not indemnify the Trustee for any -------- ------- if such acts, omissions or alleged acts or omissions which constitute or are caused by fraud, negligence, breach of fiduciary duty or willful misconduct by the Trustee; provided further, that the Servicer shall not indemnify the Trust, the -------- ------- Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust with respect to any action taken by the Trustee at the request of the Investor Certificateholders; provided further, that the Servicer -------- ------- shall not indemnify the Trust, the Investor Certificateholders or the Certificate Owners as to any losses, claims or damages incurred by any of them in their capacities as investors, including without limitation losses incurred as a result of Defaulted Accounts or Receivables which are written off as uncollectibleReceivables; and provided further, that the Servicer shall not indemnify the -------- ------- Trust, the Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation limitation, any Federal, state, local or foreign income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Trust, the Investor Certificateholders or the Certificate Owners in connection herewith to any taxing authority (except authority. Indemnification pursuant to the extent that such liabilities, taxes or expenses arose as a result of the breach by the Servicer of its obligations under this Section 11.11). Any such indemnification shall not be ------------- payable from the assets of the TrustTrust Assets. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. The obligations of the Servicer under this Section 8.4 ----------- shall survive the termination of the Trust and the resignation or removal of the Trustee.

Servicer Indemnification of the Trust and the Trustee. The ----------------------------------------------------- Servicer shall indemnify and hold harmless the Trust and the Trustee, its officers, directors, employees and agents, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by reason of any acts or omissions or alleged acts or omissions of the Servicer with respect to activities of the Trust or the Trustee pursuant to this Agreement andAgreement, with respect to the Trustee, from and against any reasonable loss, liability, expense, damage Supplement or injury suffered or sustained by the Trustee in connection with the transactions contemplated herein and/or the Trustee's administration of the Trustany Receivables Purchase Agreement, including, but not limited to to, any judgment, award, settlement, reasonable attorneys' ’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the Servicer shall not indemnify the Trustee for any -------- ------- if such acts, omissions or alleged acts or omissions which constitute or are caused by fraud, gross negligence, breach of fiduciary duty or willful misconduct by the Trustee; provided provided, further, that the Servicer shall not indemnify the Trust, the -------- ------- Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust with respect to any action taken by the Trustee at the request of the Investor Certificateholders; provided further, that Receivables Purchasers or any Purchaser Representative such costs, expenses or other liabilities shall be at the Servicer -------- ------- expense of the requesting party and such party shall not indemnify be entitled to reimbursement from the Trust, the Investor Certificateholders or the Certificate Owners as to any losses, claims or damages incurred by any of them in their capacities as investors, including without limitation losses incurred as a result of Defaulted Accounts or Receivables which are written off as uncollectible; and provided provided, further, that the Servicer shall not indemnify the -------- ------- Trust, the Investor Certificateholders Trust or the Certificate Owners Trustee for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners Trust arising under any tax law, including without limitation any Federalfederal, state, local or foreign income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Trust, the Investor Certificateholders or the Certificate Owners Trust in connection herewith to any taxing authority (except to the extent that such liabilities, taxes or expenses arose as a result of the breach by the Servicer of its obligations under Section 11.11)authority. Any such indemnification shall not be ------------- payable from the assets of the Trust. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. The obligations of the Servicer under this Section 8.4 ----------- shall survive the termination of the Trust and the resignation or removal of the Trustee.

Servicer Indemnification of the Trust and the Trustee. The ----------------------------------------------------- Servicer shall indemnify and hold harmless the Trust Trust, the Investor Certificateholders and the Trustee, its officers, directors, employees and agents, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by reason of any acts or omissions or alleged acts or omissions of the Servicer with respect to activities of the Trust or the Trustee pursuant to this Agreement andor any Supplement, with respect to or by reason of the acceptance of this Trust by the Trustee, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained the issuance by the Trustee in connection with the transactions contemplated herein and/or the Trustee's administration Trust of the TrustCertificates, any Servicer Default, any termination of the rights and obligations of the Servicer including, but not limited to to, any judgment, award, settlement, reasonable attorneys' ’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the Servicer shall not indemnify the Trustee for any -------- ------- or the Investor Certificateholders if such acts, omissions or alleged acts or omissions which constitute or are caused by fraud, negligence, breach of fiduciary duty or willful misconduct by the Trustee; provided provided, further, that the Servicer shall not indemnify the Trust, the -------- ------- Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust with respect to any action taken by the Trustee at the request of the Investor Certificateholders; provided provided, further, that the Servicer -------- ------- shall not indemnify the Trust, the Investor Certificateholders or the Certificate Owners as to any losses, claims or damages incurred by any of them in their capacities as investors, including without limitation losses incurred as a result of Defaulted Accounts or Receivables which are written off as uncollectible; and provided provided, further, that the Servicer shall not indemnify the -------- ------- Trust, the Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation limitation, any Federalfederal, state, local or foreign income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Trust, the Investor Certificateholders or the Certificate Owners in connection herewith to any taxing authority (except to the extent that such liabilities, taxes or expenses arose as a result of the breach by the Servicer of its obligations under Section 11.11)authority. Any such indemnification shall not be ------------- payable from the assets of the Trust. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. The obligations of the Servicer under this Section 8.4 ----------- hereof and shall survive the termination of the Trust and the resignation or removal of the TrusteeServicer, the resignation or removal of the Trustee and/or the termination of the Trust.

Servicer Indemnification of the Trust and the Trustee. The ----------------------------------------------------- Servicer shall indemnify and hold harmless the Trust and the Trustee, its officers, directors, employees and agents, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained in connection with the administration of any of the duties or obligations hereunder or any Supplement hereto or by reason of any acts or omissions or alleged acts or omissions of the Servicer with respect to activities of the Trust or the Trustee pursuant to this Agreement and, with respect to the Trustee, from and against or any reasonable loss, liability, expense, damage or injury suffered or sustained by the Trustee in connection with the transactions contemplated herein and/or the Trustee's administration of the TrustSupplement, including, but not limited to to, any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; providedPROVIDED, howeverHOWEVER, that the Servicer shall not indemnify the Trustee for any -------- ------- acts, omissions or alleged if such acts or omissions which constitute or are caused by fraud, gross negligence, breach of fiduciary duty or willful misconduct by the Trustee; provided furtherPROVIDED FURTHER, that the Servicer shall not indemnify the Trust, the -------- ------- Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust with respect to any action taken by the Trustee at the request of the Investor Certificateholders; provided furtherPROVIDED FURTHER, that the Servicer -------- ------- shall not indemnify the Trust, the Investor Certificateholders or the Certificate Owners as to any losses, losses claims or damages incurred by any of them in their capacities as investors, including without limitation losses incurred as a result of Defaulted Accounts or Receivables which are written off as uncollectibleReceivables; and provided furtherPROVIDED FURTHER, that the Servicer shall not indemnify the -------- ------- Trust, the Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation limitation, any Federalfederal, state, local or foreign income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Trust, the Investor Certificateholders or the Certificate Owners in connection herewith to any taxing authority (except to the extent that such liabilities, taxes or expenses arose as a result of the breach by the Servicer of its obligations under Section 11.11)authority. Any such indemnification shall not be ------------- payable from the assets of the Trust. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. The obligations of the Servicer under this Section 8.4 ----------- hereof and shall survive the termination of the Trust this Agreement and the resignation or registration and removal of the Trustee.

Servicer Indemnification of the Trust and the Trustee. The ----------------------------------------------------- Servicer shall indemnify and hold harmless the Trust and the Trustee from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by reason of any acts or omissions or alleged acts or omissions of the Servicer with respect to activities of the Trust pursuant to this Agreement andAgreement, with respect to the Trustee, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by the Trustee in connection with the transactions contemplated herein and/or the Trustee's administration of the Trust, including, but not limited to including any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; providedPROVIDED, howeverHOWEVER, that the Servicer shall not indemnify the Trustee for any -------- ------- if such acts, omissions or alleged acts or omissions which constitute or are caused by fraud, negligence, breach of fiduciary duty or willful misconduct by the Trustee; provided furtherPROVIDED FURTHER, that the Servicer shall not indemnify the Trust, the -------- ------- Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust with respect to any action taken by the Trustee at the request of the Investor Certificateholders; provided furtherPROVIDED FURTHER, that the Servicer -------- ------- shall not indemnify the Trust, the Investor Certificateholders or the Certificate Owners as to any losses, claims or damages incurred by any of them in their capacities as investors, including without limitation losses incurred as a result of Defaulted Accounts or Receivables which are written off as uncollectibleReceivables; and provided furtherPROVIDED FURTHER, that the Servicer shall not indemnify the -------- ------- Trust, the Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation limitation, any Federal, state, local or foreign income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Trust, the Investor Certificateholders or the Certificate Owners in connection herewith to any taxing authority (except authority. Indemnification pursuant to the extent that such liabilities, taxes or expenses arose as a result of the breach by the Servicer of its obligations under this Section 11.11). Any such indemnification shall not be ------------- payable from the assets of the TrustTrust Assets. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. The obligations of the Servicer under this Section 8.4 ----------- shall survive the termination of the Trust and the resignation or removal of the Trustee.

Servicer Indemnification of the Trust and the Trustee. The ----------------------------------------------------- Servicer shall indemnify and hold harmless the Trust Trustee (and each of its directors, officers, employees and agents) and the Trust, individually and for the benefit of the Certificateholders and the CP Issuer, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by reason of any acts or acts, omissions or alleged acts or omissions arising out of activities of the Servicer with respect to activities of Trustee or the Trust pursuant to this Agreement andor any Supplement, with respect to the Trustee, including those arising from and against any reasonable loss, liability, expense, damage acts or injury suffered or sustained by the Trustee in connection with the transactions contemplated herein and/or the Trustee's administration omissions of the TrustServicer pursuant to this Agreement or any Supplement, includingor otherwise arising out of this Agreement or any Supplement, including but not limited to any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the Servicer shall not indemnify the Trustee for any -------- ------- or the Trust if such acts, omissions or alleged acts or omissions which constitute or are caused by fraud, negligence, breach of fiduciary duty or willful misconduct by the Trustee; provided and provided, further, that the Servicer shall not indemnify the Trust, the -------- ------- Investor Certificateholders or the Certificate Owners CP Issuer (x) for any liabilities, costs or expenses of the Trust with respect to any action taken by the Trustee at the request of the any Investor Certificateholders; provided further, that the Servicer -------- ------- shall not indemnify the Trust, the Investor Certificateholders Certificateholder or the Holder of the Variable Funding Certificate Owners as or (y) with respect to any lossesfederal, claims state or damages incurred by any of them in their capacities as investors, including without limitation losses incurred as a result of Defaulted Accounts or Receivables which are written off as uncollectible; and provided further, that the Servicer shall not indemnify the -------- ------- Trust, the Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any Federal, state, local or foreign income or franchise taxes or any other tax taxes imposed on or measured by income (or any interest or penalties or additions with respect thereto or arising from a failure to comply therewiththereto) required to be paid by the Trust, Trust or the Investor Certificateholders or the Holder of the Variable Funding Certificate Owners in connection herewith to any taxing authority authority, or (except z) with respect to the extent that such any liabilities, taxes losses, costs or expenses arose incurred by any Certificateholder in the Investor Certificates of any Series or, in the case of the CP Issuer, the Variable Funding Certificate as a result of defaults or other losses (including, without limitation, Investor Charge-Offs and Issuer Charge-Offs) with respect to the breach Receivables not specifically indemnified or represented to hereunder arising out of or based on the arrangement created by the Servicer of its obligations under this Agreement or any Supplement. Subject to Sections 7.01 and 10.02(b), any indemnification pursuant to this Section 11.11). Any such indemnification shall not only be ------------- payable from the assets of the TrustServicer. The provisions of this such indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. The obligations provisions of the Servicer under this Section 8.4 ----------- shall survive the termination of the Trust and the resignation or removal of the Trustee and the termination of the Trust. The Servicer shall indemnify, defend and hold harmless the Trustee (and each of its directors, officers, employees and agents) from and against all costs, expenses, losses, claims, damages and liabilities (including but not limited to any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim) arising out of or incurred in connection with the acceptance or performance of their respective duties contained in this Agreement, except to the extent that such cost, expense, loss, claim, damage or liability: (a) is due to the willful misconduct, breach of fiduciary duties, acts or omissions which constitute constructive fraud, or negligence of the Person indemnified, (b) arises from the Trustee's breach of any of its representations and warranties set forth in Section 11.15 of this Agreement, or (c) shall arise out of or be incurred in connection with the performance by the Trustee of the duties of the Successor Servicer hereunder.

Servicer Indemnification of the Trust and the Trustee. The ----------------------------------------------------- Servicer shall indemnify and hold harmless the Trust and the Trustee, its officers, directors, employees and agents, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by reason of any acts or omissions or alleged acts or omissions of the Servicer with respect to activities of the Trust or the Trustee pursuant to this Agreement and, with respect to the Trustee, from and against or any reasonable loss, liability, expense, damage or injury suffered or sustained by the Trustee in connection with the transactions contemplated herein and/or the Trustee's administration of the TrustSupplement, including, but not limited to any judgment, award, settlement, reasonable attorneys' ’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the Servicer shall not indemnify the Trustee for any -------- ------- if such acts, omissions or alleged acts or omissions which constitute or are caused by fraud, negligence, breach of fiduciary duty bad faith or willful misconduct by the Trustee; provided provided, further, that the Servicer shall not indemnify the Trust, the -------- ------- Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust with respect to any action taken by the Trustee at the request of the Investor Certificateholders; provided provided, further, that the Servicer -------- ------- shall not indemnify the Trust, the Investor Certificateholders or the Certificate Owners owners as to any losses, claims or damages incurred by any of them in their capacities as investors, including without limitation losses incurred as a result of Defaulted Accounts or Receivables which are written off as uncollectible; and provided provided, further, that the Servicer shall not indemnify the -------- ------- Trust, the Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation limitation, any Federalfederal, state, local or foreign income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Trust, the Investor Certificateholders or the Certificate Owners in connection herewith to any taxing authority (except to the extent that such liabilities, taxes or expenses arose as a result of the breach by the Servicer of its obligations under Section 11.11)authority. Any such indemnification shall not be ------------- payable from the assets of the Trust. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. The obligations provisions of the Servicer under this Section 8.4 ----------- shall survive the termination of the Trust this Agreement and the resignation or removal of the Trustee.

Servicer Indemnification of the Trust and the Trustee. The ----------------------------------------------------- Servicer shall indemnify and hold harmless the Trust Trust, the Investor Certificateholders and the Trustee, its officers, directors, employees and agents, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by reason of any acts or omissions or alleged acts or omissions of the Servicer with respect to activities of the Trust or the Trustee pursuant to this Agreement andor any Supplement, with respect to or by reason of the acceptance of this Trust by the Trustee, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained the issuance by the Trustee in connection with the transactions contemplated herein and/or the Trustee's administration Trust of the TrustCertificates, any Servicer Default, any termination of the rights and obligations of the Servicer including, but not limited to to, any judgment, award, settlement, reasonable attorneys' ’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the Servicer shall not indemnify the Trustee for any -------- ------- or the Investor Certificateholders if such acts, omissions or alleged acts or omissions which constitute or are caused by fraud, negligence, breach of fiduciary duty or willful misconduct by the Trustee; provided further, that the Servicer shall not indemnify the Trust, the -------- ------- Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust with respect to any action taken by the Trustee at the request of the Investor Certificateholders; provided further, that the Servicer -------- ------- shall not indemnify the Trust, the Investor Certificateholders or the Certificate Owners as to any losses, claims or damages incurred by any of them in their capacities as investors, including without limitation losses incurred as a result of Defaulted Accounts or Receivables which are written off as uncollectible; and provided further, that the Servicer shall not indemnify the -------- ------- Trust, the Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation limitation, any Federalfederal, state, local or foreign income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Trust, the Investor Certificateholders or the Certificate Owners in connection herewith to any taxing authority (except to the extent that such liabilities, taxes or expenses arose as a result of the breach by the Servicer of its obligations under Section 11.11)authority. Any such indemnification shall not be ------------- payable from the assets of the Trust. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. The obligations of the Servicer under this Section 8.4 ----------- hereof and shall survive the termination of the Trust and the resignation or removal of the TrusteeServicer, the resignation or removal of the Trustee and/or the termination of the Trust.

Servicer Indemnification of the Trust and the Trustee. The ----------------------------------------------------- Servicer shall indemnify and hold harmless the Trust and the Trustee from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by reason of (a) any acts or omissions or alleged acts or omissions of the Servicer with respect to activities of the Trust pursuant to this Agreement and, with respect to or (b) the Trustee, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained administration by the Trustee in connection with the transactions contemplated herein and/or the Trustee's administration of the Trust, including, but not limited to including any judgment, award, settlement, reasonable attorneys' fees and expenses and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the Servicer shall not indemnify the Trustee for any -------- ------- if such acts, omissions or alleged acts or omissions which constitute or are caused by fraud, negligence, breach of fiduciary duty or willful misconduct by the Trustee; provided further, that the Servicer shall not indemnify the Trust, the -------- ------- Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust with respect to any action taken by the Trustee at the request of the Investor Certificateholders; provided further, that the Servicer -------- ------- shall not indemnify the Trust, the Investor Certificateholders or the Certificate Owners as to any losses, claims or damages incurred by any of them in their capacities as investors, including without limitation losses incurred as a result of Defaulted Accounts or Receivables which are written off as uncollectibleReceivables; and provided further, that the Servicer shall not indemnify the -------- ------- Trust, the Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation limitation, any Federal, state, local or foreign income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Trust, the Investor Certificateholders or the Certificate Owners in connection herewith to any taxing authority (except authority. Indemnification pursuant to the extent that such liabilities, taxes or expenses arose as a result of the breach by the Servicer of its obligations under this Section 11.11). Any such indemnification shall not be ------------- payable from the assets of the TrustTrust Assets. The provisions of this indemnity shall run directly to and be enforceable by an injured party the Trust or the Trustee subject to the limitations hereof. The obligations of the Servicer under this Section 8.4 ----------- hereof and shall survive the termination of this Agreement or the Trust and or the earlier removal or resignation or removal of the Trustee.

Servicer Indemnification of the Trust and the Trustee. The ----------------------------------------------------- Servicer shall indemnify and hold harmless the Trust Trust, for the benefit of the Beneficiaries, and the Trustee from and against any reasonable loss, liability, reasonable expense, damage or injury suffered or sustained by reason of any acts or omissions or alleged acts or omissions arising out of the Servicer with respect to activities of the Trust pursuant to or based upon this Agreement and, with respect to the Trustee, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by the Trustee in connection with the transactions contemplated herein and/or the Trustee's administration of the TrustAgreement, including, but not limited to to, any judgment, award, general settlement, reasonable attorneys' fees and other costs or and expenses incurred by the Trustee in connection with the defense of any actual or threatened action, proceeding or claimclaim (other than losses on Receivables and amounts due with respect thereto); provided, however, that the Servicer shall not indemnify the Trust or the Trustee for or any -------- ------- actsofficer, omissions director, employee or alleged acts agent of the Trustee if such actual or omissions which constitute threatened action, proceeding or are claim arose out of, or such loss, liability, expense, damage or injury was caused by fraud, negligence, breach of fiduciary duty or willful misconduct by any of the Trusteeforegoing; provided, further, that the Servicer shall not be liable, directly or indirectly, for or in respect of any indebtedness evidenced or created by any Certificate, including with respect to any Enhancement, recourse as to which is limited solely to the assets of the Trust allocated for payment thereof as provided in this Agreement and any applicable Supplement; provided, further, that the Servicer shall not indemnify the Trust, the -------- ------- Investor Certificateholders Trustee or the Certificate Owners any Beneficiary for any liabilities, costs cost or expenses expense of the Trust with respect to any action taken by the Trustee at the request of any such Beneficiary to the Investor Certificateholders; provided further, that extent the Servicer -------- ------- shall not indemnify the Trust, the Investor Certificateholders Trustee is fully indemnified by such Beneficiary with respect to such action or the Certificate Owners as with respect to any losses, claims or damages incurred by any of them in their capacities as investors, including without limitation losses incurred as a result of Defaulted Accounts or Receivables which are written off as uncollectible; and provided further, that the Servicer shall not indemnify the -------- ------- Trust, the Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any Federal, state, state or local or foreign income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewiththereto) required to be paid by the Trust, the Investor Certificateholders Trust or the Certificate Owners any Beneficiary in connection herewith to any taxing authority (except to authority. The Servicer shall indemnify and hold harmless the extent that such liabilitiesTrustee and its officers, taxes directors, employees or expenses arose as a result agents from and against any loss, liability, reasonable expense, damage or injury suffered or sustained by reason of the breach acceptance of the Trust by the Servicer Trustee, the issuance by the Trust of its obligations under Section 11.11the Certificates or any of the other matters contemplated herein or in any Supplement (other than losses on Receivables and amounts due with respect thereto). Any such indemnification shall not be ------------- payable from the assets of the Trust. The provisions of under this indemnity Article VIII shall run directly to and be enforceable by an injured party subject to the limitations hereof. The obligations hereof and shall survive the resignation or removal of the Servicer under this Section 8.4 ----------- shall survive Servicer, the resignation or removal of the Trustee and/or the termination of the Trust and shall survive the resignation or removal termination of this Agreement. Any such indemnification shall not be payable from the assets of the TrusteeTrust.

Servicer Indemnification of the Trust and the Trustee. The ----------------------------------------------------- Servicer shall indemnify and hold harmless the Trust Trustee (and each of its directors, officers, employees and agents) and the Trust, individually and for the benefit of the Certificateholders, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by reason of any acts or acts, omissions or alleged acts or omissions arising out of activities of the Servicer with respect to activities of Trustee or the Trust pursuant to this Agreement andAgreement, with respect to the Trustee, including those arising from and against any reasonable loss, liability, expense, damage acts or injury suffered or sustained by the Trustee in connection with the transactions contemplated herein and/or the Trustee's administration omissions of the TrustServicer pursuant to this Agreement, includingor otherwise arising out of this Agreement, including but not limited to any judgment, award, settlement, reasonable attorneys' fees and other reasonable costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the Servicer shall not indemnify the Trustee or the Trust, individually or for any -------- ------- the benefit of the Certificateholders, if such acts, omissions or alleged acts or omissions which constitute or are caused by result from fraud, negligence, breach of fiduciary duty or willful misconduct by the Trustee; provided and provided, further, that the Servicer shall not indemnify the Trust, the -------- ------- Investor Certificateholders Trust or the Certificate Owners for Certificateholders, with respect to (x) any losses, liabilities, costs expenses, damages or expenses injuries of the Trust with respect to any action taken by the Trustee at the request of the Investor Certificateholders; provided furtherany Certificateholder of any Series, that the Servicer -------- ------- shall not indemnify the Trust(y) any Federal, the Investor Certificateholders state or the Certificate Owners as to local taxes (or any interest or penalties or additions with respect thereto), or (z) any losses, claims liabilities, expenses, damages or damages injuries incurred by any Investor Certificateholder as a result of them in their capacities as investorsdefaults or other losses (including, including without limitation limitation, losses incurred as a result of Defaulted Accounts Receivables) with respect to the Receivables arising out of or Receivables which are written off as uncollectible; and provided further, that based on the Servicer shall not indemnify the -------- ------- Trust, the Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any Federal, state, local or foreign income or franchise taxes arrangement created by this Agreement or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Trust, the Investor Certificateholders or the Certificate Owners in connection herewith to any taxing authority (except to the extent that such liabilities, taxes or expenses arose as a result of the breach by the Servicer of its obligations under Section 11.11)Supplement. Any such indemnification pursuant to this Section shall not be ------------- payable from the assets of the TrustTrust Assets. The provisions of this such indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. The obligations provisions of the Servicer under this Section 8.4 ----------- shall survive the termination of the Trust and the resignation or removal of the TrusteeServicer and the termination of this Agreement.

Servicer Indemnification of the Trust and the Trustee. The ----------------------------------------------------- Servicer shall indemnify and hold harmless the Trust and the Trustee, its officers, directors, employees and agents, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by reason of any acts or omissions or alleged acts or omissions of the Servicer with respect to activities of the Trust or the Trustee pursuant to this Agreement and, with respect to the Trustee, from and against or any reasonable loss, liability, expense, damage or injury suffered or sustained by the Trustee in connection with the transactions contemplated herein and/or the Trustee's administration of the TrustSupplement, including, but not limited to any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the Servicer shall not indemnify the Trustee for any if such -------- ------- acts, omissions or alleged acts or omissions which constitute or are caused by fraud, negligence, breach of fiduciary duty bad faith or willful misconduct by the Trustee; provided provided, further, -------- ------- that the Servicer shall not indemnify the Trust, the -------- ------- Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust with respect to any action taken by the Trustee at the request of the Investor Certificateholders; provided provided, further, that the Servicer -------- ------- shall not indemnify the -------- ------- Trust, the Investor 76 Certificateholders or the Certificate Owners owners as to any losses, claims or damages incurred by any of them in their capacities as investors, including without limitation losses incurred as a result of Defaulted Accounts or Receivables which are written off as uncollectible; and provided provided, further, that the Servicer -------- ------- shall not indemnify the -------- ------- Trust, the Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation limitation, any Federalfederal, state, local or foreign income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Trust, the Investor Certificateholders or the Certificate Owners in connection herewith to any taxing authority (except to the extent that such liabilities, taxes or expenses arose as a result of the breach by the Servicer of its obligations under Section 11.11)authority. Any such indemnification shall not be ------------- payable from the assets of the Trust. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. The obligations provisions of the Servicer under this Section 8.4 ----------- shall survive the termination of the Trust this Agreement and the resignation or removal of the Trustee.

Servicer Indemnification of the Trust and the Trustee. The ----------------------------------------------------- Servicer shall indemnify and hold harmless the Trust Trust, the Investor Certificateholders and the Trustee, its officers, directors, employees and agents, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by reason of any acts or omissions or alleged acts or omissions of the Servicer with respect to activities of the Trust or the Trustee pursuant to this Agreement andor any Supplement, with respect to or by reason of the acceptance of this Trust by the Trustee, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained the issuance by the Trustee in connection with the transactions contemplated herein and/or the Trustee's administration Trust of the TrustCertificates, any Servicer Default, any termination of the rights and obligations of the Servicer including, but not limited to to, any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the Servicer shall not indemnify the Trustee for any -------- ------- or the Investor Certificateholders if such acts, omissions or alleged acts or omissions which constitute or are caused by fraud, negligence, breach of fiduciary duty or willful misconduct by the Trustee; provided further, that the Servicer shall not indemnify the Trust, the -------- ------- Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust with respect to any action taken by the Trustee at the request of the Investor Certificateholders; provided further, that the Servicer -------- ------- shall not indemnify the Trust, the Investor Certificateholders or the Certificate Owners as to any losses, claims or damages incurred by any of them in their capacities as investors, including without limitation losses incurred as a result of Defaulted Accounts or Receivables which are written off as uncollectible; and provided further, that the Servicer shall not indemnify the -------- ------- Trust, the Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation limitation, any Federalfederal, state, local or foreign income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Trust, the Investor Certificateholders or the Certificate Owners in connection herewith to any taxing authority (except to the extent that such liabilities, taxes or expenses arose as a result of the breach by the Servicer of its obligations under Section 11.11)authority. Any such indemnification shall not be ------------- payable from the assets of the Trust. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. The obligations hereof and shall survive the resignation or removal of the Servicer under this Section 8.4 ----------- Servicer, the resignation or removal of the Trustee and/or the termination of the Trust and shall survive the termination of the Trust and the resignation or removal of the TrusteeTrust.

Servicer Indemnification of the Trust and the Trustee. The ----------------------------------------------------- Servicer shall indemnify and hold harmless the Trust and the Trustee, its officers, directors, employees and agents, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by reason of any acts or omissions or alleged acts or omissions of the Servicer with respect to activities of the Trust or the Trustee pursuant to this Agreement and, with respect to the Trustee, from and against or any reasonable loss, liability, expense, damage or injury suffered or sustained by the Trustee in connection with the transactions contemplated herein and/or the Trustee's administration of the TrustSupplement, including, but not limited to any judgment, award, settlement, reasonable attorneys' ’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the Servicer shall not indemnify the Trustee for any -------- ------- if such acts, omissions or alleged acts or omissions which constitute or are caused by fraud, negligence, breach of fiduciary duty bad faith or willful misconduct by the Trustee; provided provided, further, that the Servicer shall not indemnify the Trust, the -------- ------- Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust with respect to any action taken by the Trustee at the request of the Investor Certificateholders; provided provided, further, that the Servicer -------- ------- shall not indemnify the Trust, the Investor Certificateholders or the Certificate Owners as to any losses, claims or damages incurred by any of them in their capacities as investors, including without limitation losses incurred as a result of Defaulted Accounts or Receivables which are written off as uncollectible; and provided provided, further, that the Servicer shall not indemnify the -------- ------- Trust, the Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation limitation, any Federalfederal, state, local or foreign income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Trust, the Investor Certificateholders or the Certificate Owners in connection herewith to any taxing authority (except to the extent that such liabilities, taxes or expenses arose as a result of the breach by the Servicer of its obligations under Section 11.11)authority. Any such indemnification shall not be ------------- payable from the assets of the Trust. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. The obligations provisions of the Servicer under this Section 8.4 ----------- shall survive the termination of the Trust this Agreement and the resignation or removal of the Trustee.

Servicer Indemnification of the Trust and the Trustee. The ----------------------------------------------------- Servicer shall indemnify and hold harmless the Trust and the Trustee, its officers, directors, employees and agents, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by reason of any acts or omissions or alleged acts or omissions of the Servicer with respect to activities of the Trust or the Trustee pursuant to this Agreement and, with respect to the Trustee, from and against or any reasonable loss, liability, expense, damage or injury suffered or sustained by the Trustee in connection with the transactions contemplated herein and/or the Trustee's administration of the TrustSupplement, including, but not limited to any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the Servicer shall not indemnify the Trustee for any -------- ------- acts, omissions or alleged if such acts or omissions which constitute or are caused by fraud, negligence, breach of fiduciary duty or willful misconduct by the Trustee; provided further, that the Servicer shall not indemnify the Trust, the -------- ------- Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust with respect to any action taken by the Trustee at the request of the Investor Certificateholders; provided further, that the Servicer -------- ------- shall not indemnify the Trust, the Investor Certificateholders or the Certificate Owners as to any losses, losses claims or damages incurred by any of them in their capacities as investors, including without limitation losses incurred as a result of Defaulted Accounts or Receivables which are written off as uncollectibleReceivables; and provided further, that the Servicer shall not indemnify the -------- ------- Trust, the Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation limitation, any Federalfederal, state, local or foreign income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Trust, the Investor Certificateholders or the Certificate Owners in connection herewith to any taxing authority (except to the extent that such liabilities, taxes or expenses arose as a result of the breach by the Servicer of its obligations under Section 11.11)authority. Any such indemnification shall not be ------------- payable from the assets of the Trust. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. The obligations of the Servicer under this Section 8.4 ----------- hereof and shall survive the termination of the Trust this Agreement and the resignation or registration and removal of the Trustee.

Servicer Indemnification of the Trust and the Trustee. The ----------------------------------------------------- Servicer shall indemnify and hold harmless the Trust and the Trustee, its officers, directors, employees andagents, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by reason of any acts or omissions or alleged acts or omissions of the Servicer with respect to activities of the Trust or the Trustee pursuant to this Agreement and, with respect to the Trustee, from and against or any reasonable loss, liability, expense, damage or injury suffered or sustained by the Trustee in connection with the transactions contemplated herein and/or the Trustee's administration of the TrustSupplement, including, but not limited to any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the Servicer shall not indemnify the Trustee for any -------- ------- if such acts, omissions or alleged acts or omissions which constitute or are caused by fraud, negligence, breach of fiduciary duty bad faith or willful misconduct by the Trustee; provided provided, further, that the Servicer shall not indemnify the Trust, the -------- ------- Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust with respect to any action taken by the Trustee at the request of the Investor Certificateholders; provided provided, further, that the Servicer -------- ------- shall not indemnify the Trust, the Investor Certificateholders or the Certificate Owners owners as to any losses, claims or damages incurred by any of them in their capacities as investors, including without limitation losses incurred as a result of Defaulted Accounts or Receivables which are written off as uncollectible; and provided provided, further, that the Servicer shall not indemnify the -------- ------- Trust, the Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation limitation, any Federalfederal, state, local or foreign income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Trust, the Investor Certificateholders or the Certificate Owners in connection herewith to any taxing authority (except to the extent that such liabilities, taxes or expenses arose as a result of the breach by the Servicer of its obligations under Section 11.11)authority. Any such indemnification shall not be ------------- payable from the assets of the Trust. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. The obligations provisions of the Servicer under this Section 8.4 ----------- shall survive the termination of the Trust this Agreement and the resignation or removal of the Trustee.

Servicer Indemnification of the Trust and the Trustee. The ----------------------------------------------------- Servicer shall indemnify and hold harmless the Trust and the Trustee and its officers, directors, employees and agents, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by reason of any acts or omissions or alleged acts or omissions of the Servicer with respect to activities of the Trust pursuant to this Agreement andAgreement, with respect to the Trustee, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by the Trustee in connection with the transactions contemplated herein and/or the Trustee's administration of the Trust, including, but not limited to including any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the Servicer shall not indemnify -------- ------- the Trustee for any -------- ------- if such acts, omissions or alleged acts or omissions which constitute or are caused by fraud, gross negligence, breach of fiduciary duty or willful misconduct by the Trustee; provided -------- further, that the Servicer shall not indemnify the Trust, the -------- Investor ------- Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust with respect to any action taken by the Trustee at the request of the Investor Certificateholders; provided further, that the Servicer -------- ------- shall not indemnify the Trust, the Investor Certificateholders or the Certificate Owners as to any losses, claims or damages incurred by any of them in their capacities as investors, including including, without limitation limitation, losses with respect to market or investment risks associated with ownership of the Investor Certificates or losses incurred as a result of Defaulted Accounts or Receivables which are written off as uncollectibleReceivables; and provided further, that the Servicer shall not indemnify the -------- ------- Trust, the Investor -------- ------- Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation limitation, any Federal, state, local or foreign income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Trust, the Investor Certificateholders or the Certificate Owners in connection herewith to any taxing authority (except authority. Indemnification pursuant to the extent that such liabilities, taxes or expenses arose as a result of the breach by the Servicer of its obligations under this Section 11.11). Any such indemnification shall not be ------------- payable from the assets of the TrustTrust Assets. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. The obligations of the Servicer under this Section 8.4 ----------- shall survive the termination of the Trust and the resignation or removal of the Trustee.

Servicer Indemnification of the Trust and the Trustee. The ----------------------------------------------------- Servicer shall indemnify and hold harmless the Trust Trustee, its officers, directors, employees and agents from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by reason of any acts or omissions or alleged acts or alleged omissions or otherwise arising out of or based upon the arrangement created by this Agreement or any Supplement, and the Servicer with respect to activities of shall indemnify and hold harmless the Trust pursuant to this Agreement and, with respect to the Trustee, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by the Trustee in connection with the transactions contemplated herein and/or the Trustee's administration reason of any acts or omissions of the TrustServicer with respect to the Trust pursuant to this Agreement, including, but not limited to in each case, any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the Servicer shall not indemnify any Person who would otherwise be entitled to indemnity under the Trustee for any -------- ------- terms of this Section 8.04, with respect to (i) acts, omissions or alleged acts or omissions which that constitute or are caused by fraud, negligence, breach of fiduciary duty or willful misconduct by the Trustee; provided furthersuch Person, that the Servicer shall not indemnify the Trust, the -------- ------- Investor Certificateholders or the Certificate Owners for (ii) any liabilities, costs or expenses of the Trust such Person with respect to any action taken by the Trustee such Person at the request of the Investor Certificateholders; provided further, that the Servicer -------- ------- shall not indemnify the Trust, the Investor Certificateholders or the Certificate Owners as to (iii) any losses, claims or damages incurred by any of them such Person in their capacities its capacity as investorsinvestor, including including, without limitation limitation, losses incurred as a result of Defaulted Accounts Receivables, or Receivables which are written off as uncollectible; and provided further, that the Servicer shall not indemnify the -------- ------- Trust, the Investor Certificateholders or the Certificate Owners for (iv) any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners such Person arising under any tax law, including without limitation limitation, any Federal, state, local or foreign income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Trust, the Investor Certificateholders or the Certificate Owners such Person in connection herewith to any taxing authority (except authority. Indemnification pursuant to the extent that such liabilities, taxes or expenses arose as a result of the breach by the Servicer of its obligations under this Section 11.11). Any such indemnification shall not be ------------- payable from the assets of the TrustTrust Assets. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. The obligations of the Servicer under this Section 8.4 ----------- shall survive the termination of the Trust and the resignation or removal of the Trustee.

Servicer Indemnification of the Trust and the Trustee. The ----------------------------------------------------- Servicer shall indemnify and hold harmless the Trust Trustee, individually and in its capacity as trustee, (and each of its directors, officers, employees, and agents) and the Trust, from and against any reasonable loss, liability, expense, damage damage, or injury suffered or sustained by reason of any acts or omissions acts, omissions, or alleged acts or omissions arising out of activities of the Servicer with respect to activities of the Trust pursuant to this Agreement andand any Supplement, with respect to the Trustee, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by the Trustee in connection with the transactions contemplated herein and/or arising out of the Trustee's administration acceptance or performance of the Trustits duties hereunder, including, including but not limited to any judgment, award, settlement, reasonable attorneys' fees and other costs costs, or expenses incurred in connection with the defense of with, or as a result of, any actual or threatened action, proceeding or claim; provided, however, that the Servicer shall not indemnify the Trustee for any -------- ------- acts, or the Trust if such acts or omissions or alleged acts or omissions which constitute or are caused by fraud, negligence, breach of fiduciary duty duty, or willful misconduct by the Trustee; provided and provided, further, that the Servicer shall not indemnify the Trust, the -------- ------- Investor Certificateholders or the Certificate Owners CP Issuer (1) for any liabilities, costs or expenses of the Trust with respect to any action taken by the Trustee at the request of the any Investor Certificateholders; provided further, that the Servicer -------- ------- shall not indemnify the Trust, the Investor Certificateholders Certificateholder or the Holder of the Variable Funding Certificate Owners as or (2) with respect to any losses, claims or damages incurred by any of them in their capacities as investors, including without limitation losses incurred as a result of Defaulted Accounts or Receivables which are written off as uncollectible; and provided further, that the Servicer shall not indemnify the -------- ------- Trust, the Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any Federalfederal, state, or local or foreign income or franchise taxes or any other tax taxes imposed on or measured by income (or any interest or penalties or additions with respect thereto or arising from a failure to comply therewiththereto) required to be paid by the Trust, Trust or the Investor Certificateholders or the Holder of the Variable Funding Certificate Owners in connection herewith to any taxing authority authority, or (except 3) with respect to the extent that such any liabilities, taxes losses, costs, or expenses arose incurred by any Certificateholder in the Investor Certificates of any Series or, in the case of the CP Issuer, the Variable Funding Certificate as a result of the breach by the Servicer of its obligations under Section 11.11). Any such indemnification shall not be ------------- payable from the assets of the Trust. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject defaults or other losses (including, without limitation, Charge-Off Amounts attributable to the limitations hereofCertificateholders) with respect to the Advances not specifically indemnified or represented to hereunder arising out of or based on the arrangement created by this Agreement or any Supplement. The obligations of the Servicer under Subject to Sections 7.01 and 10.02(b), any indemnification pursuant to this Section 8.4 ----------- shall survive the termination of the Trust and the resignation or removal of the Trustee.Section