Common use of Servicer Indemnification of the Trust Clause in Contracts

Servicer Indemnification of the Trust. the Owner Trustee and the Indenture Trustee. To the fullest extent permitted by applicable law, the Servicer shall indemnify and hold harmless each of the Trust, the Owner Trustee (as such and in its individual capacity), the Indenture Trustee and any trustees predecessor thereto (including the Indenture Trustee in its capacity as Transfer Agent and Note Registrar or as Paying Agent), any Collateral Agent and their respective directors, officers, employees and agents from and against any and all reasonable loss, liability, claim, expense, damage or injury suffered or sustained by reason of (a) any acts or omissions of the Servicer with respect to the Trust pursuant to this Agreement or (b) the administration of the Trust by the Owner Trustee, the issuance by the Trust of the Notes, any Servicer Default, or any termination of the rights and obligations of the Servicer, 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 Owner Trustee, the Indenture Trustee, each Collateral Agent or the Noteholders if such acts, omissions or alleged acts or omissions constitute or are caused by fraud, negligence, or willful misconduct by the Owner Trustee, the Indenture Trustee or the applicable Collateral Agent; provided further, that the Servicer shall not indemnify the Trust, the Noteholders or the Note Owners for any liabilities, costs or expenses of the Trust with respect to any action taken by the Owner Trustee, the Indenture Trustee or the applicable Collateral Agent at the request of the Noteholders; provided further, that the Servicer shall not indemnify the Trust, the Noteholders or the Note 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 or losses suffered by the Collateral Certificates; and provided further, that the Servicer shall not indemnify the Trust, the Noteholders or the Note Owners for any liabilities, costs or expenses of the Trust, the Noteholders or the Note 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 Noteholders or the Note Owners in connection herewith to any taxing authority. Any such indemnification shall not be payable from the Trust Assets. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof and shall survive the resignation or removal of the Servicer, the resignation or removal of the Owner Trustee, the Indenture Trustee and the applicable Collateral Agent and the termination of the Trust.

Servicer Indemnification of the Trust. the Owner Trustee and the Indenture Trustee. To the fullest extent permitted by applicable law, the Servicer shall indemnify and hold harmless each of the Transferor (in the case of clause (a) below), the Trust, the Owner Trustee (as such and in its individual capacity), the Indenture Trustee and any trustees predecessor thereto (including the Indenture Trustee in its capacity as Transfer Agent and Note Registrar or as Paying Agent), any Collateral Agent ) and their respective directors, officers, employees employees, members and agents from and against any and all reasonable loss, liability, claim, expense, damage or injury arising out of or relating to any claims, actions or proceedings brought or asserted by third parties which are suffered or sustained by reason of (a) any acts or omissions of the Servicer with respect to the Trust pursuant to this Agreement or (b) the administration of the Trust by the Owner Trustee, the issuance by the Trust of the Notes, any Servicer Default, or any termination of the rights and obligations of the Servicer, 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 any Transferor, the Trust, the Owner TrusteeTrustee (as such or in its individual capacity), the Indenture Trustee, each Collateral Agent any trustees predecessor thereto (including the Indenture Trustee in its capacity as Note Registrar or the Noteholders as Paying Agent) or their respective directors, officers, employees, members and agents, if such acts, omissions or alleged acts or omissions constitute or are caused by fraud, negligence, negligence or willful misconduct by such Transferor, the Trust, the Owner TrusteeTrustee (as such or in its individual capacity), the Indenture Trustee, any trustees predecessor thereto (including the Indenture Trustee in its capacity as Note Registrar or the applicable Collateral as Paying Agent) or their respective directors, officers, employees, members and agents; provided further, further that the Servicer shall not indemnify the Trust, the Noteholders or the Note Owners Trust for any liabilities, costs or expenses of the Trust with respect to any action taken by the Owner TrusteeTrustee (as such or in its individual capacity), the Indenture Trustee, any trustees predecessor thereto (including the Indenture Trustee in its capacity as Note Registrar or the applicable Collateral Agent as Paying Agent) or their respective directors, officers, employees, members and agents at the request of the Noteholders; provided further, further that the Servicer shall not indemnify the Trust, the Noteholders or the Note Owners Trust as to any losses, claims or damages incurred by any of them with respect to the investment in their capacities as investorsthe Trust Assets, including without limitation losses incurred as a result of Defaulted Accounts or Defaulted Receivables which are written off as uncollectible or losses suffered by the Collateral Certificates; and provided further, further that the Servicer shall not indemnify the Trust, the Noteholders or the Note Owners Trust for any liabilities, costs or expenses of the Trust, the Noteholders or the Note Owners Trust 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 Noteholders or the Note Owners Trust in connection herewith to any taxing authority. Any such indemnification shall not be payable from the Trust Assets, but shall be payable only from the assets of the Servicer. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof and shall survive the resignation or removal of the Servicer, the resignation or removal of the Owner Trustee, Trustee and the Indenture Trustee and the applicable Collateral Agent and the termination of the Trustthis Agreement.

Servicer Indemnification of the Trust. the Trustee, the Owner Trustee and the Indenture TrusteeEnhancement Providers. To the fullest extent permitted by applicable law, the The Servicer shall indemnify and hold harmless each of the Trust, the Trustee, the Owner Trustee (as such and in its individual capacity)the Enhancement Providers, the Indenture Trustee and any trustees predecessor thereto (including the Indenture Trustee in its capacity as Transfer Agent and Note Registrar or as Paying Agent), any Collateral Agent and their respective directors, officers, employees and agents from and against any and all reasonable loss, liability, claim, expense, damage or injury suffered or sustained by reason of (a) any acts, omissions or alleged acts or omissions arising out of the Servicer with respect to the Trust pursuant to this Agreement or (b) the administration of the Trust by the Owner Trustee, the issuance by the Trust of the Notes, any Servicer Default, or any termination of the rights and obligations activities of the Servicer, includingthe Trust, but not limited tothe Trustee or the Owner Trustee pursuant to this Agreement, 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 Owner Trust, the Trustee, the Indenture Trustee, each Collateral Agent Owner Trustee or any Enhancement Provider if the Noteholders if such acts, omissions or alleged acts or omissions of such Person constitute or are caused by fraud, gross negligence, breach of fiduciary duty or willful misconduct by the Owner Trusteesuch Person; and provided, the Indenture Trustee or the applicable Collateral Agent; provided further, that the Servicer shall not indemnify the Trust, the Noteholders Trustee or the Note Owners Owner Trustee for any liabilities, costs cost or expenses expense of the Trust with respect to any action taken by such Person at the request of any Noteholder, Enhancement Provider or holder of a Seller's Certificate to the extent the Trust, the Trustee or the Owner Trustee, as the Indenture Trustee case may be, is indemnified by such Noteholder, Enhancement Provider or the applicable Collateral Agent at the request holder of the Noteholders; provided furthera Seller's Certificate with respect to such action, that the Servicer shall not indemnify the Trust, the Noteholders or the Note Owners as 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 or losses suffered by the Collateral Certificates; and provided further, that the Servicer shall not indemnify the Trust, the Noteholders or the Note Owners for any liabilities, costs or expenses of the Trust, the Noteholders or the Note 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 therewiththereto) required to be paid by the TrustTrust or any Noteholder, the Noteholders Enhancement Provider or the Note Owners holder of a Seller's Certificate in connection herewith or with the Notes, the Indenture, any Indenture Supplement, any Enhancement Agreement, the Seller's Certificates or the Trust Agreement to any taxing authority. Any such indemnification shall not be payable from the Trust Assets. The provisions of under this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof and Article VIII shall survive the termination of this Agreement and the resignation or and removal of the Servicer, the resignation or removal of the Owner Trustee, the Indenture Trustee and the applicable Collateral Agent and the termination of the Trust.

Servicer Indemnification of the Trust. the Indenture Trustee and the Owner Trustee. (a) The Servicer out of its own funds shall indemnify, defend and hold harmless the Trust, for the benefit of the Certificateholders, the Beneficiaries, the Owners Trustee and the Indenture Trustee, and their respective officers, directors, employees and agents, from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated in this Agreement, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but not including any taxes asserted with respect to, or arising out of, (i) the sale of any Eligible Receivables to the Trust hereunder, (ii) the issuance and original sale of any Securities, (iii) ownership or sale of any Eligible Receivables in the Accounts in the Pool of Accounts or the Securities, (iv) distributions or the receipt of payment on the Securities or (v) any fees or other compensation payable to any such Person) and costs and expenses in defending against the same. (b) The Servicer out of its own funds shall indemnify and hold harmless the Trust, for the benefit of the Certificateholders and the Beneficiaries, the Owner Trustee and the Indenture Trustee. To the fullest extent permitted by applicable law, the Servicer shall indemnify and hold harmless each of the Trust, the Owner Trustee (as such and in its individual capacity), the Indenture Trustee and any trustees predecessor thereto (including the Indenture Trustee in its capacity as Transfer Agent and Note Registrar or as Paying Agent), any Collateral Agent and their respective officers, directors, officers, employees and agents agents, from and against any and all reasonable loss, liability, claim, expense, damage or injury suffered or sustained by reason of (a) any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement; provided, however, that the Servicer shall not indemnify if such acts, omissions or alleged acts or omissions constitute fraud, gross negligence, breach of fiduciary duty or wilful misconduct by the Owner Trustee or the Indenture Trustee; and provided further that the Servicer shall not indemnify for any liabilities, cost or expense of the Trust with respect to any action taken by the Trust pursuant to this Agreement or (b) Owner Trustee at the administration request of the Trust Certificateholders or any Beneficiaries to the extent the Owner Trustee is fully indemnified by such Certificateholders or Beneficiaries with respect to such action. (c) The Servicer out of its own funds shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee, and their respective officers, directors, employees and agents, from and against any loss, liability, expense, damage or injury arising out of or incurred in connection with (x) in the case of the Indenture Trustee, the Indenture Trustee's performance of its duties under the Indenture, (y) in the case of the Owner Trustee, the issuance Owner Trustee's performance of its duties under the Trust Agreement or (z) the acceptance, administration or performance by, or action or inaction of, the Indenture Trustee or the Owner Trustee, as applicable, of the trusts and duties contained in the Basic Documents, except in each case to the extent that such cost, expense, loss, claim, damage or liability: (A) is due to the wilful misfeasance, bad faith or negligence (except for errors in judgment) of the Person seeking to be indemnified, (B) to the extent otherwise payable to the Indenture Trustee, arises from the Indenture Trustee's breach of any of its representations or warranties in Section 6.13 of the Indenture, (C) to the extent otherwise payable to the Owner Trustee, arises from the Owner Trustee's breach of any of its representations or warranties set forth in Section 6.6 of the Trust Agreement or (D) shall arise out of or be incurred in connection with the performance by the Trust Indenture Trustee of the Notesduties of successor Servicer hereunder. (d) Indemnification under this Section 6.4 shall include, any Servicer Default, or any termination of the rights and obligations of the Servicer, including, but not limited towithout limitation, any judgment, award, settlement, reasonable attorneys' fees and expenses and other costs or expenses as incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that if the Servicer shall not indemnify has made any indemnity payments pursuant to this Section 6.4 and the Owner Trusteerecipient thereafter collects any of such amounts from others, the Indenture Trustee, each Collateral Agent or the Noteholders if recipient shall promptly repay such acts, omissions or alleged acts or omissions constitute or are caused by fraud, negligence, or willful misconduct by the Owner Trustee, the Indenture Trustee or the applicable Collateral Agent; provided further, that the Servicer shall not indemnify the Trust, the Noteholders or the Note Owners for any liabilities, costs or expenses of the Trust with respect to any action taken by the Owner Trustee, the Indenture Trustee or the applicable Collateral Agent at the request of the Noteholders; provided further, that the Servicer shall not indemnify the Trust, the Noteholders or the Note 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 or losses suffered by the Collateral Certificates; and provided further, that the Servicer shall not indemnify the Trust, the Noteholders or the Note Owners for any liabilities, costs or expenses of the Trust, the Noteholders or the Note 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 Noteholders or the Note Owners in connection herewith to any taxing authority. Any such indemnification shall not be payable from the Trust Assets. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject amounts collected to the limitations hereof and Servicer, without interest. (e) Any indemnification under this Section 6.4 shall survive the resignation or removal termination of the Servicer, this Agreement and the resignation or and removal of the Owner Trustee, Trustee or the Indenture Trustee and the applicable Collateral Agent and the termination of the TrustTrustee.

Servicer Indemnification of the Trust. the Owner Trustee and the Indenture Trustee. To the fullest extent permitted by applicable law, the ----------------------------------------------------- The Servicer shall indemnify and hold harmless each of the Trust, for the Owner Trustee (as such benefit of the Certificateholders, and in its individual capacity)the Trustee, the Indenture Trustee and any trustees predecessor thereto (including the Indenture Trustee in its capacity as Transfer Agent and Note Registrar or as Paying Agent), any Collateral Agent and their respective directors, officers, employees and agents from and against any and all reasonable loss, liability, claim, expense, damage or injury suffered or sustained by reason of (a) any acts, omissions or alleged acts or omissions arising out of activities of the Trust or the Trustee pursuant to this Agreement or any Supplement, including those arising from acts or omissions of the Servicer with respect to the Trust pursuant to this Agreement or (b) the administration of the Trust by the Owner Trusteeany Supplement, the issuance by the Trust of the Notes, any Servicer Default, or any termination of the rights and obligations of the Servicer, including, 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 Owner Trustee, the Indenture Trustee, each Collateral Agent Trust or the Noteholders -------- ------- Trustee if such acts, omissions or alleged acts or omissions constitute or are caused by fraud, negligence, negligence or willful misconduct by the Owner Trustee, the Indenture Trustee or the applicable Collateral Agent; and provided further, that the -------- ------- Servicer shall not indemnify the Trust, the Noteholders Trustee or the Note Owners Investor Certificateholders for any liabilitiesliability, costs cost or expenses expense of the Trust or the Trustee with respect to any action taken by the Owner Trustee, the Indenture Trustee or the applicable Collateral Agent at the request of the Noteholders; provided further, that the Servicer shall not indemnify the Trust, the Noteholders or the Note Owners as Investor Certificateholders nor 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 or losses suffered by the Collateral Certificates; and provided further, that the Servicer shall not indemnify the Trust, the Noteholders or the Note Owners for any liabilities, costs or expenses of the Trust, the Noteholders or the Note 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 therewiththereto) required to be paid by the Trust, the Noteholders Trust or the Note Owners Investor Certificateholders in connection herewith to any taxing authority. Any such Subject to Sections 7.01 and 7.04 and subsection 10.02(b) of the Agreement, any indemnification pursuant to this Section shall not only be payable from the Trust Assetsassets of the Servicer. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof and shall survive the resignation or removal of the Servicer, the resignation or removal of the Owner Trustee, the Indenture Trustee and the applicable Collateral Agent and the termination of the Trusthereof.

Servicer Indemnification of the Trust. the Indenture Trustee and the Owner Trustee. (61) The Servicer out of its own funds shall indemnify, defend and hold harmless the Trust, for the benefit of the Certificateholders, the Beneficiaries, the Owner Trustee and the Indenture Trustee. To , and their respective officers, directors, employees and agents, from and against any taxes that may at any time be asserted against any such Person with respect to the fullest extent permitted by applicable lawtransactions contemplated in this Agreement, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but not including any taxes asserted with respect to, or arising out of, (i) the sale of any Eligible Receivables to the Trust hereunder, (ii) the issuance and original sale of any Securities, (iii) ownership or sale of any Eligible Receivables or the Securities, (iv) distributions or the receipt of payment on the Securities or (v) any fees or other compensation payable to any such Person), and costs and expenses in defending against the same. (62) The Servicer out of its own funds shall indemnify and hold harmless each the Trust, for the benefit of the TrustCertificateholders, the Beneficiaries, the Owner Trustee (as such and in its individual capacity), the Indenture Trustee and any trustees predecessor thereto (including the Indenture Trustee in its capacity as Transfer Agent and Note Registrar or as Paying Agent)Trustee, any Collateral Agent and their respective officers, directors, officers, employees and agents agents, from and against any and all reasonable loss, liability, claim, expense, damage or injury suffered or sustained by reason of (a) any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement; provided, however, that the Servicer shall not indemnify if such acts, omissions or alleged acts or omissions constitute fraud, gross negligence, breach of fiduciary duty or wilful misconduct by the Owner Trustee or the Indenture Trustee; and provided further that the Servicer shall not indemnify for any liabilities, cost or expense of the Trust with respect to any action taken by the Trust pursuant to this Agreement Owner Trustee or (b) the administration Indenture Trustee at the request of the Trust Certificateholders or any Beneficiaries to the extent the Owner Trustee or the Indenture Trustee is fully indemnified by such Certificateholders or Beneficiaries with respect to such action. (63) The Servicer out of its own funds shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee, and their respective officers, directors, employees and agents, from and against any loss, liability, expense, damage or injury arising out of or incurred in connection with (x) in the case of the Indenture Trustee, the Indenture Trustee's performance of its duties under the Indenture, (y) in the case of the Owner Trustee, the issuance Owner Trustee's performance of its duties under the Trust Agreement or (z) the acceptance, administration or performance by, or action or inaction of, the Indenture Trustee or the Owner Trustee, as applicable, of the Trust and duties contained in the Basic Documents, except in each case to the extent that such cost, expense, loss, claim, damage or liability: (A) is due to the wilful misfeasance, bad faith or negligence (except for errors in judgment) of the Person seeking to be indemnified, (B) to the extent otherwise payable to the Indenture Trustee, arises from the Indenture Trustee's breach of any of its representations or warranties in Section 6.13 of the Indenture, (C) to the extent otherwise payable to the Owner Trustee, arises from the Owner Trustee's breach of any of its representations or warranties set forth in Section 6.6 of the Trust Agreement or (D) shall arise out of or be incurred in connection with the performance by the Trust Indenture Trustee of the Notesduties of a Successor Servicer hereunder. (64) Indemnification under this Section 6.4 shall include, any Servicer Default, or any termination of the rights and obligations of the Servicer, including, but not limited towithout limitation, any judgment, award, settlement, reasonable attorneys' fees and expenses and other costs or expenses as incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that if the Servicer shall not indemnify has made any indemnity payments pursuant to this Section 6.4 and the Owner Trusteerecipient thereafter collects any of such amounts from others, the Indenture Trustee, each Collateral Agent or the Noteholders if recipient shall promptly repay such acts, omissions or alleged acts or omissions constitute or are caused by fraud, negligence, or willful misconduct by the Owner Trustee, the Indenture Trustee or the applicable Collateral Agent; provided further, that the Servicer shall not indemnify the Trust, the Noteholders or the Note Owners for any liabilities, costs or expenses of the Trust with respect to any action taken by the Owner Trustee, the Indenture Trustee or the applicable Collateral Agent at the request of the Noteholders; provided further, that the Servicer shall not indemnify the Trust, the Noteholders or the Note 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 or losses suffered by the Collateral Certificates; and provided further, that the Servicer shall not indemnify the Trust, the Noteholders or the Note Owners for any liabilities, costs or expenses of the Trust, the Noteholders or the Note 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 Noteholders or the Note Owners in connection herewith to any taxing authority. Any such indemnification shall not be payable from the Trust Assets. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject amounts collected to the limitations hereof and Servicer, without interest. (65) Any indemnification under this Section 6.4 shall survive the resignation or removal termination of the Servicer, this Agreement and the resignation or and removal of the Owner Trustee, Trustee or the Indenture Trustee and the applicable Collateral Agent and the termination of the TrustTrustee.

Servicer Indemnification of the Trust. the Indenture Trustee and the Owner Trustee. (a) The Servicer out of its own funds shall indemnify, defend and hold harmless the Trust, for the benefit of the Certificateholders, the Beneficiaries, the Owners Trustee and the Indenture Trustee, and their respective officers, directors, employees and agents, from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated in this Agreement, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but not including any taxes asserted with respect to, or arising out of, (i) the sale of any Eligible Receivables to the Trust hereunder, (ii) the issuance and original sale of any Securities, (iii) ownership or sale of any Eligible Receivables in the Accounts in the Pool of Accounts or the Securities, (iv) distributions or the receipt of payment on the Securities or (v) any fees or other compensation payable to any such Person other than the value-based intangibles tax imposed by the State of Florida on the assets of the Trust, if any) and costs and expenses in defending against the same. (b) The Servicer out of its own funds shall indemnify and hold harmless the Trust, for the benefit of the Certificateholders and the Beneficiaries, the Owner Trustee and the Indenture Trustee. To the fullest extent permitted by applicable law, the Servicer shall indemnify and hold harmless each of the Trust, the Owner Trustee (as such and in its individual capacity), the Indenture Trustee and any trustees predecessor thereto (including the Indenture Trustee in its capacity as Transfer Agent and Note Registrar or as Paying Agent), any Collateral Agent and their respective officers, directors, officers, employees and agents agents, from and against any and all reasonable loss, liability, claim, expense, damage or injury suffered or sustained by reason of (a) any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement; provided, however, that the Servicer shall not indemnify if such acts, omissions or alleged acts or omissions constitute fraud, gross negligence, breach of fiduciary duty or wilful misconduct by the Owner Trustee or the Indenture Trustee; and provided further that the Servicer shall not indemnify for any liabilities, cost or expense of the Trust with respect to any action taken by the Trust pursuant to this Agreement or (b) Owner Trustee at the administration request of the Trust Certificateholders or any Beneficiaries to the extent the Owner Trustee is fully indemnified by such Certificateholders or Beneficiaries with respect to such action. (c) The Servicer out of its own funds shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee, and their respective officers, directors, employees and agents, from and against any loss, liability, expense, damage or injury arising out of or incurred in connection with (x) in the case of the Indenture Trustee, the Indenture Trustee's performance of its duties under the Indenture, (y) in the case of the Owner Trustee, the issuance Owner Trustee's performance of its duties under the Trust Agreement or (z) the acceptance, administration or performance by, or action or inaction of, the Indenture Trustee or the Owner Trustee, as applicable, of the trusts and duties contained in the Basic Documents, except in each case to the extent that such cost, expense, loss, claim, damage or liability: (A) is due to the wilful misfeasance, bad faith or negligence (except for errors in judgment) of the Person seeking to be indemnified, (B) to the extent otherwise payable to the Indenture Trustee, arises from the Indenture Trustee's breach of any of its representations or warranties in Section 6.13 of the Indenture, (C) to the extent otherwise payable to the Owner Trustee, arises from the Owner Trustee's breach of any of its representations or warranties set forth in Section 6.6 of the Trust Agreement or (D) shall arise out of or be incurred in connection with the performance by the Trust Indenture Trustee of the Notesduties of successor Servicer hereunder. (d) Indemnification under this Section 6.4 shall include, any Servicer Default, or any termination of the rights and obligations of the Servicer, including, but not limited towithout limitation, any judgment, award, settlement, reasonable attorneys' fees and expenses and other costs or expenses as incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that if the Servicer shall not indemnify has made any indemnity payments pursuant to this Section 6.4 and the Owner Trusteerecipient thereafter collects any of such amounts from others, the Indenture Trustee, each Collateral Agent or the Noteholders if recipient shall promptly repay such acts, omissions or alleged acts or omissions constitute or are caused by fraud, negligence, or willful misconduct by the Owner Trustee, the Indenture Trustee or the applicable Collateral Agent; provided further, that the Servicer shall not indemnify the Trust, the Noteholders or the Note Owners for any liabilities, costs or expenses of the Trust with respect to any action taken by the Owner Trustee, the Indenture Trustee or the applicable Collateral Agent at the request of the Noteholders; provided further, that the Servicer shall not indemnify the Trust, the Noteholders or the Note 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 or losses suffered by the Collateral Certificates; and provided further, that the Servicer shall not indemnify the Trust, the Noteholders or the Note Owners for any liabilities, costs or expenses of the Trust, the Noteholders or the Note 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 Noteholders or the Note Owners in connection herewith to any taxing authority. Any such indemnification shall not be payable from the Trust Assets. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject amounts collected to the limitations hereof and Servicer, without interest. (e) Any indemnification under this Section 6.4 shall survive the resignation or removal termination of the Servicer, this Agreement and the resignation or and removal of the Owner Trustee, Trustee or the Indenture Trustee and the applicable Collateral Agent and the termination of the TrustTrustee.

Servicer Indemnification of the Trust. the Owner Trustee and the Indenture Trustee. To the fullest extent permitted by applicable law, the The Servicer shall (jointly and severally if more than one Person is acting as Servicer) indemnify and hold harmless each of the Trust, the Owner Trustee (as such and in its individual capacity), the Indenture Trustee and any trustees predecessor thereto (including the Indenture Trustee in Trustee, its capacity as Transfer Agent and Note Registrar or as Paying Agent)officers, any Collateral Agent and their respective directors, officers, employees and agents agents, from and against any and all reasonable loss, liability, claim, 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 Trust, the Owner Trustee or the Indenture Trustee pursuant to this Agreement or (b) the administration of the Trust by the Owner TrusteeAgreement, the issuance by the Trust of the Notes, Base Indenture and any Servicer Default, or any termination of the rights and obligations of the ServicerSeries Supplement, including, but not limited to, 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 Owner Trustee, the Indenture Trustee, each Collateral Agent or the Noteholders its officers, directors, employees and agents if such acts, omissions or alleged acts or omissions constitute or are caused by fraud, negligence, breach of fiduciary duty or willful misconduct by the Owner Indenture Trustee, its officers, directors, employees and agents in the performance of its duties under this Agreement, the Base Indenture Trustee or the applicable Collateral Agentand any Series Supplement; provided further, that the Servicer shall not indemnify the Trust, the Noteholders or the Note Owners for any liabilities, costs or expenses of the Trust with respect to any action taken by the Owner Trustee, the Indenture Trustee or the applicable Collateral Agent at the request of the NoteholdersNoteholders (other than those incurred in connection with the exercise of the rights conferred hereunder and under the Related Documents); provided further, that the Servicer shall not indemnify the Trust, the Noteholders or the Note 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 uncollectible or credit losses suffered by on the Collateral CertificatesReceivables; and provided further, that the Servicer shall not indemnify the Trust, the Noteholders or the Note Owners for any liabilities, costs or expenses of the Trust, the Noteholders or the Note 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 Noteholders or the Note Owners in connection herewith to any taxing authorityauthority (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 11.03). Any such indemnification shall not be payable from the Trust Assetsassets 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 Indenture Trustee and shall run directly to and be enforceable by an injured party subject to the limitations hereof and shall survive the resignation or removal of the Servicer, the resignation or removal of the Owner Trustee, the Indenture Trustee and the applicable Collateral Agent and the termination of the Trustthis Section 8.04.

Servicer Indemnification of the Trust. the Indenture ---------------------------------------------------- Trustee and the Owner Trustee. ----------------------------- (a) The Servicer out of its own funds shall indemnify, defend and hold harmless the Trust, for the benefit of the Residual Interestholder, the Beneficiaries, the Owners Trustee and the Indenture Trustee, and their respective officers, directors, employees and agents, from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated in this Agreement, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but not including any taxes asserted with respect to, or arising out of, (i) the sale of any Eligible Receivables to the Trust hereunder, (ii) the issuance and original sale of any Notes, (iii) ownership or sale of any Eligible Receivables in the Accounts in the Pool of Accounts or the Notes, (iv) distributions or the receipt of payment on the Notes or the Residual Interest or (v) any fees or other compensation payable to any such Person) and costs and expenses in defending against the same. (b) The Servicer out of its own funds shall indemnify and hold harmless the Trust, for the benefit of the Residual Interestholder and the Beneficiaries, the Owner Trustee and the Indenture Trustee. To the fullest extent permitted by applicable law, the Servicer shall indemnify and hold harmless each of the Trust, the Owner Trustee (as such and in its individual capacity), the Indenture Trustee and any trustees predecessor thereto (including the Indenture Trustee in its capacity as Transfer Agent and Note Registrar or as Paying Agent), any Collateral Agent and their respective officers, directors, officers, employees and agents agents, from and against any and all reasonable loss, liability, claim, expense, damage or injury suffered or sustained by reason of (a) any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement; provided, however, that the Servicer shall not indemnify if -------- ------- such acts, omissions or alleged acts or omissions constitute fraud, gross negligence, breach of fiduciary duty or wilful misconduct by the Owner Trustee or the Indenture Trustee; and provided further that the Servicer shall not -------- ------- indemnify for any liabilities, cost or expense of the Trust with respect to any action taken by the Trust pursuant to this Agreement or (b) Owner Trustee at the administration request of the Trust Residual Interestholder or any Beneficiaries to the extent the Owner Trustee is fully indemnified by such Residual Interestholder or Beneficiaries with respect to such action. (c) The Servicer out of its own funds shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee, and their respective officers, directors, employees and agents, from and against any loss, liability, expense, damage or injury arising out of or incurred in connection with (x) in the case of the Indenture Trustee, the Indenture Trustee's performance of its duties under the Indenture, (y) in the case of the Owner Trustee, the issuance Owner Trustee's performance of its duties under the Trust Agreement or (z) the acceptance, administration or performance by, or action or inaction of, the Indenture Trustee or the Owner Trustee, as applicable, of the trusts and duties contained in the Basic Documents, except in each case to the extent that such cost, expense, loss, claim, damage or liability: (A) is due to the wilful misfeasance, bad faith or negligence (except for errors in judgment) of the Person seeking to be indemnified, (B) to the extent otherwise payable to the Indenture Trustee, arises from the Indenture Trustee's breach of any of its representations or warranties in Section 6.13 of the Indenture, (C) to the ------------ extent otherwise payable to the Owner Trustee, arises from the Owner Trustee's breach of any of its representations or warranties set forth in Section 6.6 of ----------- the Trust Agreement or (D) shall arise out of or be incurred in connection with the performance by the Trust Indenture Trustee of the Notesduties of successor Servicer hereunder. (d) Indemnification under this Section 6.4 shall include, any Servicer Default, or any termination of the rights and obligations of the Servicer, including, but not limited towithout ----------- limitation, any judgment, award, settlement, reasonable attorneys' fees and expenses and other costs or expenses as incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that -------- ------- if the Servicer shall not indemnify has made any indemnity payments pursuant to this Section 6.4 and ----------- the Owner Trusteerecipient thereafter collects any of such amounts from others, the Indenture Trustee, each Collateral Agent or the Noteholders if recipient shall promptly repay such acts, omissions or alleged acts or omissions constitute or are caused by fraud, negligence, or willful misconduct by the Owner Trustee, the Indenture Trustee or the applicable Collateral Agent; provided further, that the Servicer shall not indemnify the Trust, the Noteholders or the Note Owners for any liabilities, costs or expenses of the Trust with respect to any action taken by the Owner Trustee, the Indenture Trustee or the applicable Collateral Agent at the request of the Noteholders; provided further, that the Servicer shall not indemnify the Trust, the Noteholders or the Note 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 or losses suffered by the Collateral Certificates; and provided further, that the Servicer shall not indemnify the Trust, the Noteholders or the Note Owners for any liabilities, costs or expenses of the Trust, the Noteholders or the Note 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 Noteholders or the Note Owners in connection herewith to any taxing authority. Any such indemnification shall not be payable from the Trust Assets. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject amounts collected to the limitations hereof and Servicer, without interest. (e) Any indemnification under this Section 6.4 shall survive the resignation or removal ----------- termination of the Servicer, this Agreement and the resignation or and removal of the Owner Trustee, Trustee or the Indenture Trustee and the applicable Collateral Agent and the termination of the TrustTrustee.

Servicer Indemnification of the Trust. the Owner Trustee and the Indenture Trustee. To the fullest extent permitted by applicable law, the ----------------------------------------------------- The Servicer shall indemnify and hold harmless each of the Trust, for the Owner Trustee (as such benefit of the Certificateholders and in its individual capacity)the other Beneficiaries, and the Indenture Trustee and any trustees predecessor thereto (including the Indenture Trustee in its capacity as Transfer Agent and Note Registrar or as Paying Agent)Trustee, any Collateral Agent and their respective directors, officers, employees and agents from and against any and all reasonable loss, liability, claim, expense, damage or injury suffered or sustained by reason of (a) any acts, omissions or alleged acts or omissions arising out of the Servicer with respect to the Trust pursuant to this Agreement or (b) the administration of the Trust by the Owner Trustee, the issuance by the Trust of the Notes, any Servicer Default, or any termination of the rights and obligations activities of the Servicer, includingthe Trust or the Trustee pursuant to this Agreement, 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 Owner Trustee, the Indenture Trustee, each Collateral Agent Trust or the Noteholders Trustee if such acts, omissions or alleged acts or omissions constitute or are caused by fraud, gross negligence, breach of fiduciary duty or willful wilful misconduct by the Owner Trustee, the Indenture Trustee or the applicable Collateral Agent; and provided further, further that ---------------- the Servicer shall not indemnify the Trust, the Noteholders Trustee or the Note Owners Certificateholders or the other Beneficiaries for any liabilities, costs cost or expenses expense of the Trust with respect to any action taken by the Owner Trustee, the Indenture Trustee or the applicable Collateral Agent at the request of the Noteholders; provided further, that Certificateholders or any other Beneficiaries to the Servicer shall not indemnify extent the Trust, the Noteholders Trustee is fully indemnified by such Certificateholders or the Note Owners as other Beneficiaries with respect to such action or 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 or losses suffered by the Collateral Certificates; and provided further, that the Servicer shall not indemnify the Trust, the Noteholders or the Note Owners for any liabilities, costs or expenses of the Trust, the Noteholders or the Note 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 therewiththereto) required to be paid by the Trust, the Noteholders Trust or the Note Owners Certificateholders or the other Beneficiaries in connection herewith to any taxing authority. Any such indemnification shall not be payable from the Trust Assets. The provisions of under this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof and Article VIII shall survive the termination of this Agreement and the resignation or and removal of the Servicer, the resignation or removal of the Owner Trustee, the Indenture Trustee and the applicable Collateral Agent and the termination of the Trust.

Servicer Indemnification of the Trust. the Indenture Trustee and the Owner Trustee. (a) The Servicer out of its own funds shall indemnify, defend and hold harmless the Trust, for the benefit of the Residual Interestholder, the Beneficiaries, the Owners Trustee and the Indenture Trustee, and their respective officers, directors, employees and agents, from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated in this Agreement, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but not including any taxes asserted with respect to, or arising out of, (i) the sale of any Eligible Receivables to the Trust hereunder, (ii) the issuance and original sale of any Notes, (iii) ownership or sale of any Eligible Receivables in the Accounts in the Pool of Accounts or the Notes, (iv) distributions or the receipt of payment on the Notes or the Residual Interest or (v) any fees or other compensation payable to any such Person) and costs and expenses in defending against the same. (b) The Servicer out of its own funds shall indemnify and hold harmless the Trust, for the benefit of the Residual Interestholder and the Beneficiaries, the Owner Trustee and the Indenture Trustee. To the fullest extent permitted by applicable law, the Servicer shall indemnify and hold harmless each of the Trust, the Owner Trustee (as such and in its individual capacity), the Indenture Trustee and any trustees predecessor thereto (including the Indenture Trustee in its capacity as Transfer Agent and Note Registrar or as Paying Agent), any Collateral Agent and their respective officers, directors, officers, employees and agents agents, from and against any and all reasonable loss, liability, claim, expense, damage or injury suffered or sustained by reason of (a) any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement; provided, however, that the Servicer shall not indemnify if such acts, omissions or alleged acts or omissions constitute fraud, gross negligence, breach of contract, breach of fiduciary duty or willful misconduct by the Owner Trustee or the Indenture Trustee; and provided further that the Servicer shall not indemnify for any liabilities, cost or expense of the Trust with respect to any action taken by the Trust pursuant to this Agreement or (b) Owner Trustee at the administration request of the Trust Residual Interestholder or any Beneficiaries to the extent the Owner Trustee is fully indemnified by such Residual Interestholder or Beneficiaries with respect to such action. (c) The Servicer out of its own funds shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee, and their respective officers, directors, employees and agents, from and against any loss, liability, expense, damage or injury arising out of or incurred in connection with (x) in the case of the Indenture Trustee, the Indenture Trustee's performance of its duties under the Indenture, (y) in the case of the Owner Trustee, the issuance Owner Trustee's performance of its duties under the Trust Agreement or (z) the acceptance, administration or performance by, or action or inaction of, the Indenture Trustee or the Owner Trustee, as applicable, of the trusts and duties contained in the Basic Documents, except in each case to the extent that such cost, expense, loss, claim, damage or liability: (A) is due to the willful misfeasance, fraud, bad faith, breach of contract or negligence (except for reasonable errors in judgment) of the Person seeking to be indemnified, (B) to the extent otherwise payable to the Indenture Trustee, arises from the Indenture Trustee's breach of any of its representations or warranties in Section 6.13 of the Indenture, (C) to the extent otherwise payable to the Owner Trustee, arises from the Owner Trustee's breach of any of its representations or warranties set forth in Section 6.6 of the Trust Agreement or (D) shall arise out of or be incurred in connection with the performance by the Trust Indenture Trustee of the Notesduties of successor Servicer hereunder. (d) Indemnification under this Section 6.4 shall include, any Servicer Default, or any termination of the rights and obligations of the Servicer, including, but not limited towithout limitation, any judgment, award, settlement, reasonable attorneys' fees and expenses and other costs or expenses as incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that if the Servicer shall not indemnify has made any indemnity payments pursuant to this Section 6.4 and the Owner Trusteerecipient thereafter collects any of such amounts from others, the Indenture Trustee, each Collateral Agent or the Noteholders if recipient shall promptly repay such acts, omissions or alleged acts or omissions constitute or are caused by fraud, negligence, or willful misconduct by the Owner Trustee, the Indenture Trustee or the applicable Collateral Agent; provided further, that the Servicer shall not indemnify the Trust, the Noteholders or the Note Owners for any liabilities, costs or expenses of the Trust with respect to any action taken by the Owner Trustee, the Indenture Trustee or the applicable Collateral Agent at the request of the Noteholders; provided further, that the Servicer shall not indemnify the Trust, the Noteholders or the Note 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 or losses suffered by the Collateral Certificates; and provided further, that the Servicer shall not indemnify the Trust, the Noteholders or the Note Owners for any liabilities, costs or expenses of the Trust, the Noteholders or the Note 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 Noteholders or the Note Owners in connection herewith to any taxing authority. Any such indemnification shall not be payable from the Trust Assets. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject amounts collected to the limitations hereof and Servicer, without interest. (e) Any indemnification under this Section 6.4 shall survive the resignation or removal termination of the Servicer, this Agreement and the resignation or and removal of the Owner Trustee, Trustee or the Indenture Trustee and the applicable Collateral Agent and the termination of the TrustTrustee.

Servicer Indemnification of the Trust. the Owner Trustee and the Indenture Trustee. To the fullest extent permitted by applicable law, the ----------------------------------------------------- The Servicer shall indemnify and hold harmless each of the TrustTrust and the Trustee, the Owner Trustee (as such and in its individual capacity)officers, the Indenture Trustee and any trustees predecessor thereto (including the Indenture Trustee in its capacity as Transfer Agent and Note Registrar or as Paying Agent), any Collateral Agent and their respective directors, officers, employees and agents agents, from and against any and all reasonable loss, liability, claim, 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 or the Trustee pursuant to this Agreement or (b) the administration of the Trust by the Owner Trustee, the issuance by the Trust of the Notes, any Servicer Default, or any termination of the rights and obligations of the ServicerSupplement, 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 Owner Trustee, the Indenture Trustee, each Collateral Agent or the Noteholders Trustee if such -------- ------- acts, omissions or alleged acts or omissions constitute or are caused by fraud, negligence, bad faith or willful misconduct by the Owner Trustee; provided, the Indenture Trustee or the applicable Collateral Agent; provided further, -------- ------- that the Servicer shall not indemnify the Trust, the Noteholders Investor Certificateholders or the Note Certificate Owners for any liabilities, costs or expenses of the Trust with respect to any action taken by the Owner Trustee, the Indenture Trustee or the applicable Collateral Agent at the request of the NoteholdersInvestor Certificateholders; provided provided, further, that the Servicer shall not indemnify the -------- ------- Trust, the Noteholders Investor Certificateholders or the Note Owners 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 or losses suffered by the Collateral Certificatesuncollectible; and provided provided, further, that the Servicer -------- ------- shall not indemnify the Trust, the Noteholders Investor Certificateholders or the Note Certificate Owners for any liabilities, costs or expenses of the Trust, the Noteholders Investor Certificateholders or the Note 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 Noteholders Investor Certificateholders or the Note Certificate Owners in connection herewith to any taxing authority. Any such indemnification shall not be payable from the Trust Assetsassets of the Trust. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof and hereof. The provisions of this Section 8.4 shall survive termination of this Agreement and the resignation or removal of the Servicer, the resignation or removal of the Owner Trustee, the Indenture Trustee and the applicable Collateral Agent and the termination of the Trust.

Servicer Indemnification of the Trust. the Owner Trustee and the Indenture Trustee. To the fullest extent permitted by applicable law, the Servicer shall indemnify and hold harmless each of the Trust, the Owner Trustee (as such and in its individual capacity), the Indenture Trustee and any trustees predecessor thereto (including the Indenture Trustee in its capacity as Transfer Agent and Note Registrar or as Paying Agent), any Collateral Agent and their respective directors, officers, employees and agents from and against any and all reasonable loss, liability, claim, expense, damage or injury suffered or sustained by reason of (a) any acts or omissions of the Servicer with respect to the Trust pursuant to this Agreement or (b) the administration of the Trust by the Owner Trustee, the issuance by the Trust of the Notes, any Servicer Default, or any termination of the rights and obligations of the Servicer, 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 Owner Trustee, the Indenture Trustee, each Collateral Agent or the Noteholders if such acts, omissions or alleged acts or omissions constitute or are caused by fraud, negligence, or willful misconduct by the Owner Trustee, the Indenture Trustee or the applicable Collateral Agent; provided further, that the Servicer shall not indemnify the Trust, the Noteholders or the Note Owners for any liabilities, costs or expenses of the Trust with respect to any action taken by the Owner Trustee, the Indenture Trustee or the applicable Collateral Agent at the request of the Noteholders; provided further, that the Servicer shall not indemnify the Trust, the Noteholders or the Note 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 or losses suffered by the Collateral Certificates; and provided further, that the Servicer shall not indemnify the Trust, the Noteholders or the Note Owners for any liabilities, costs or expenses of the Trust, the Noteholders or the Note 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 Noteholders or the Note Owners in connection herewith to any taxing authority. Any such indemnification shall not be payable from the Trust Assets. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof and shall survive the resignation or removal of the Servicer, the resignation or removal of the Owner Trustee, the Indenture Trustee and the applicable Collateral Agent and the termination of the Trust.

Servicer Indemnification of the Trust. the Owner Trustee and the Indenture Trustee. To the fullest extent permitted by applicable law, the ----------------------------------------------------- The Servicer shall indemnify and hold harmless each of the Trust, for the Owner Trustee (as such benefit of the CertificatehoLders, and in the Trustee, including its individual capacity), the Indenture Trustee and any trustees predecessor thereto (including the Indenture Trustee in its capacity as Transfer Agent and Note Registrar or as Paying Agent), any Collateral Agent and their respective directors, officers, directors and employees and agents from and against any and all reasonable loss (excluding any investment loss), liability, claim, expense, damage or injury suffered or sustained by reason in connection with the acceptance of (a) performance of the trusts and duties herein contained in any Supplement, including those arising from acts or omissions of the Servicer with respect to the Trust pursuant to this Agreement or (b) the administration of the Trust by the Owner Trusteeany Supplement, the issuance by the Trust of the Notes, any Servicer Default, or any termination of the rights and obligations of the Servicer, including, including but not limited to, to 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 that except in the case of any proceeding, action or claim which may involve a conflict between the interests on the Servicer and those of the Trustee, Trustee or Certificateholders, such attorneys to be reasonably acceptable to the Servicer provided, however, that the Servicer shall not indemnify the Owner Trustee, the Indenture Trustee, each Collateral Agent Trust -------- ------- or the Noteholders if Trustee or its officers, directors or employees for such actsloss, omissions liability, expense, damage or alleged acts injury to the extent such loss, liability, expense, damage or omissions constitute or are caused by injury shall be due to the fraud, negligence, negligence or willful misconduct by the Owner Trustee, the Indenture Trustee or the applicable Collateral Agentits officers, directors or employees; provided provided, -------- further, that the Servicer shall not indemnify the Trust, the Noteholders Trustee or its ------- officers, directors or employees or the Note Owners Investor Certificateholders for any liabilitiesliability, costs cost or expenses expense of the Trust or the Trustee or its officers, directors or employees with respect to any action taken by the Owner Trustee, the Indenture Trustee or the applicable Collateral Agent at the request of the Noteholders; provided further, that the Servicer shall not indemnify the Trust, the Noteholders or the Note Owners as Investor Certificateholders nor 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 or losses suffered by the Collateral Certificates; and provided further, that the Servicer shall not indemnify the Trust, the Noteholders or the Note Owners for any liabilities, costs or expenses of the Trust, the Noteholders or the Note 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 therewiththereto) required to be paid by the Trust, the Noteholders Trust or the Note Owners Investor Certificateholders in connection herewith to any taxing authority. Any such Subject to Sections 7.01 and 7.04 and Section 10.02(b) of the Agreement, any indemnification pursuant to this Section shall not be payable only from the Trust Assetsassets of the Servicer. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof and shall survive the resignation or removal of the Servicer, the resignation or removal of the Owner Trustee, the Indenture Trustee and the applicable Collateral Agent and the termination of the TrustAgreement and payment in full of the Certificates.