Common use of Servicer Indemnification Clause in Contracts

Servicer Indemnification. (a) The Servicer (other than the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof) shall be liable in accordance with this Agreement only to the extent of the obligations in this Agreement specifically undertaken by the Servicer. Such obligations shall include the following: (i) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall defend, indemnify and hold harmless the Indenture Trustee, the Owner Trustee, the Issuer and the Interested Parties from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of any Financed Vehicle; (ii) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee 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 and the Pooling Agreement, including any sales, gross receipts, general corporation, Illinois corporate income, tangible personal property, privilege or license taxes (but not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Owner Trustee or the issuance and original sale of the Securities, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the Securities, or any fees or other compensation payable to any such Person) and costs and expenses in defending against the same; (iii) The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Interested Parties from and against any and all costs, expenses, losses, claims, damages, and liabilities to the extent that such cost, expense, loss, claim, damage, or liability arose out of, or was imposed upon such Person through the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement and any other Transfer and Servicing Agreement or by reason of reckless disregard of its obligations and duties under any of the Transfer and Servicing Agreements; (iv) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall indemnify, defend and hold harmless each Trustee and their respective agents, officers, directors and servants, from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with (x) in the case of the Owner Trustee, the Indenture Trustee’s performance of its duties under the Basic Documents, (y) in the case of the Indenture Trustee, the Owner Trustee’s performance of its duties under the Basic Documents or (z) the acceptance, administration or performance by, or action or inaction of, the applicable Trustee of the trusts and duties contained in this Agreement, the Basic Documents, the Indenture (in the case of the Indenture Trustee), including the administration of the Collateral, and the Trust Agreement (in the case of the Owner Trustee), including the administration of the Owner Trust Estate, except in each case to the extent that such cost, expense, loss, claim, damage or liability: (A) is due to the willful 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 or (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; and (v) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) will indemnify the Owner Trustee in accordance with the provisions specified in Section 6.9 of the Trust Agreement. (b) Indemnification under this Section 6.05 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement or the Trust Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer has made any indemnity payments pursuant to this Section 6.05 and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Servicer, without interest.

Servicer Indemnification. (a) The Servicer (other than the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof) shall be liable in accordance with this Agreement only to the extent of the obligations in this Agreement specifically undertaken by the Servicer. Such obligations shall include the following: (i) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall defend, indemnify and hold harmless the Issuer, Owner Trustee and Indenture Trustee, the Owner Trusteeand their respective officers, the Issuer directors, employees and the Interested Parties agents (each, an “Indemnified Person”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts or omissions or alleged acts or omissions of Servicer with respect to activities of Issuer, Indenture Trustee or Owner Trustee pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, reasonable attorneys’ fees and all costsother costs or expenses incurred in connection with the defense of any actual or threatened action, expensesproceeding or claim; provided, however, that Servicer shall not indemnify any such Indemnified Person if such acts, omissions or alleged acts or omissions constitute or are caused by fraud, negligence, or willful misconduct by such Indemnified Person; and provided, further, that Servicer shall not indemnify Issuer or any Noteholder or Note Owner for any liabilities, costs or expenses with respect to any action taken by Indenture Trustee at the direction of the Noteholders given in accordance with the applicable Transaction Documents; and provided, further, that Servicer shall not indemnify Issuer or any Noteholder or Note Owner as to any losses, damagesclaims or damages incurred by any of them as owners of secured notes, claims for example, as a result of the performance of the Receivables, market fluctuations, a shortfall or failure to make payment under any Enhancement or other similar market or investment risks associated with ownership of secured notes; and liabilities arising out of or resulting from the useprovided, ownership or operation by the further, that Servicer shall not indemnify Issuer or any Affiliate thereof Noteholder or Note Owner for any liabilities, costs or expenses of any Financed Vehicle; (ii) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall indemnify, defend and hold harmless the Issuer, the Owner Trustee and Noteholders or the Indenture Trustee from and against Note Owners arising under any tax law, including, without limitation, any federal, state, local or foreign income or franchise taxes that may at or any time be asserted against other tax imposed on or measured by income (or any such Person interest or penalties with respect thereto or arising from a failure to the transactions contemplated in this Agreement and the Pooling Agreement, including any sales, gross receipts, general corporation, Illinois corporate income, tangible personal property, privilege or license taxes (but not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables comply therewith) required to the Owner Trustee or the issuance and original sale of the Securities, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the Securities, or any fees or other compensation payable to any such Person) and costs and expenses in defending against the same; (iii) The Servicer shall indemnify, defend and hold harmless the be paid by Issuer, the Owner Trustee, Noteholders or the Note Owners in connection herewith to any taxing authority. Any such indemnifications under this Section 5.04 shall not be payable from the assets of Issuer and shall be subordinated to the Notes. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. Servicer shall also indemnify Indenture Trustee as provided in Section 6.07 of the Indenture. (b) Servicer shall not be liable under this Section 5.04 for any settlement of any claim or action effected without its prior written consent, which shall not be unreasonably withheld. (c) Promptly after receipt by an injured party under this Section 5.04 of notice of the commencement of any action or proceeding for which such injured party is entitled to indemnification under this Section 5.04, such injured party will, if a claim in respect thereof is to be made against Servicer under this Section 5.04, notify Servicer of the commencement thereof; but the omission to so notify Servicer (i) will not relieve it from any liability under Section 5.04 unless and the Interested Parties from and against any and all costs, expenses, losses, claims, damages, and liabilities to the extent that such cost, expense, loss, claim, damagefailure to notify results in the forfeiture by Servicer, or liability arose out ofthe material impairment, of substantial rights and defenses and (ii) will not, in any event, relieve Servicer from any obligations to any injured party that are in addition to the indemnification obligation provided in this Section 5.04. If any such action or proceeding is brought that involves any injured party, the injured party shall promptly notify Servicer of the commencement thereof and Servicer will be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such injured party; provided, however, that if (x) the use of counsel chosen by Servicer to represent the injured party would present such counsel with a conflict of interest which, if such counsel had been retained, would have required such counsel to withdraw from such representation, (y) the injured party shall have been advised by counsel that there may be one or more legal defenses available to it that are different from or additional to those available to Servicer or to other indemnified parties, or was imposed upon such Person through (z) Servicer shall not have employed counsel satisfactory to the negligence, willful misfeasance or bad faith injured party to represent the injured party within a reasonable time after receipt by Servicer of notice of the institution of such action or proceeding, then, in each such case, (1) Servicer shall not have the right to direct the defense of such action on behalf of such injured party or parties, (2) such injured party or parties shall have the right to select separate counsel to defend such action on behalf of such injured party or parties (provided that, if more than one injured party is subject to the circumstances described in clause (y), then, to the performance extent permitted by the rules of its duties under this Agreement professional conduct applicable to attorneys, all such indemnified parties shall be represented by one such separate counsel) and any other Transfer (3) all costs and Servicing Agreement expenses of each such injured party in connection with such action or proceeding shall be paid by reason of reckless disregard of its obligations and duties under any of the Transfer and Servicing Agreements; (iv) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that 5.04(a) above. Servicer may settle any claim for which an injured party seeks indemnification under this Section 5.04 so long as (A) Servicer pays the removed settlement in full and (B) as a result thereof, the injured party is released from all liability under such claim. (d) After notice from Servicer shall retain to such liability) shall indemnifyinjured party of Servicer’s election so to assume the defense thereof and approval by such injured party of counsel appointed to defend such action, defend and hold harmless each Trustee and their respective agents, officers, directors and servants, from and against all costs, Servicer will not be liable to such injured party under this Section 5.04 for any legal or other expenses, lossesother than reasonable costs of investigation, claims, damages and liabilities arising out of or subsequently incurred by such injured party in connection with the defense thereof, unless (x) in the case of the Owner Trustee, the Indenture Trustee’s performance of its duties under the Basic Documents, (y) in the case of the Indenture Trustee, the Owner Trustee’s performance of its duties under the Basic Documents or (zi) the acceptance, administration or performance by, or action or inaction of, the applicable Trustee of the trusts and duties contained in this Agreement, the Basic Documents, the Indenture (in the case of the Indenture Trustee), including the administration of the Collateral, and the Trust Agreement (in the case of the Owner Trustee), including the administration of the Owner Trust Estate, except in each case to the extent that such cost, expense, loss, claim, damage or liability: (A) is due to the willful 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 or (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; and (v) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer injured party shall retain such liability) will indemnify the Owner Trustee have employed separate counsel in accordance with the provisions specified immediately preceding paragraph or (ii) Servicer has authorized in Section 6.9 writing the employment of counsel for the Trust Agreementinjured party at the expense of Servicer. If Servicer assumes the defense of any such action or proceeding, the injured party shall have the right to employ separate counsel therein, and to participate in the defense thereof, but the fees and expenses of such counsel shall be borne exclusively by such injured party without any right or entitlement to reimbursement by Servicer or its Affiliates except as otherwise provided in the preceding sentence and in the preceding paragraph. (be) Indemnification under The provisions of this Section 6.05 5.04 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement or the Trust Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer has made any indemnity payments pursuant to this Section 6.05 and the recipient thereafter collects any earlier removal or resignation of such amounts from others, the recipient shall promptly repay such amounts collected to the Servicer, without interestOwner Trustee.

Servicer Indemnification. (a) The Servicer (other than the Indenture Trustee in its capacity as successor Servicer pursuant hereby agrees to Section 7.03 hereof) shall be liable in accordance with this Agreement only to the extent of the obligations in this Agreement specifically undertaken by the Servicer. Such obligations shall include the following: (i) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall defend, indemnify and hold harmless the Indenture TrusteeBuyer and its officers, the Owner Trusteedirectors, the Issuer employees, representatives, agents and the Interested Parties each of their respective Affiliates, successors and assigns (each, an “Indemnified Person”) from and against any and all costsdamages, expensesclaims, losses, damagescosts, claims expenses and liabilities (including, without limitation, reasonable and documented attorneys’ fees and expenses) (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of or resulting from the use, ownership or operation related to (i) any failure by the Servicer to perform its duties or obligations as Servicer hereunder in accordance with this Agreement or to comply with any Affiliate thereof of any Financed Vehicle; Applicable Law, (ii) The Servicer any breach of the Servicer’s representations, warranties or covenants under any Transaction Document or (iii) any claim brought by any Person other than any successor Servicer who is not an affiliate of Indemnified Person arising from the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person ’s servicing or collection activities with respect to the transactions contemplated Purchased Receivables; provided, however, that in this Agreement and all events there shall be excluded from the Pooling Agreementforegoing indemnification any damages, including any salesclaims, losses, costs, expenses or liabilities to the extent (a) a final judgment of a court of competent jurisdiction holds that such amounts resulted from gross receipts, general corporation, Illinois corporate income, tangible personal property, privilege negligence or license taxes (but not including any taxes asserted with respect to, and as willful misconduct of the date ofIndemnified Person seeking indemnification, (b) due to the sale credit risk of the Receivables Account Debtor and for which reimbursement would constitute recourse to the Owner Trustee Seller or the issuance and original sale of the Securities, or asserted with respect to ownership of the Servicer for uncollectible Receivables, or federal or (c) such amounts constitute Taxes other income taxes arising out of distributions on the Securities, or than any fees or other compensation payable to any such Person) and costs and expenses in defending against the same; (iii) The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Interested Parties from and against any and all costs, expenses, Taxes that represent losses, claims, damages, and liabilities to the extent that such cost, expense, loss, etc. arising from any non-Tax claim, damage, or liability arose out of, or was imposed upon (d) the same have been fully and finally paid in cash to such Indemnified Person through the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement and pursuant to any other Transfer and Servicing Agreement or by reason of reckless disregard of its obligations and duties under any of the Transfer and Servicing Agreements; (iv) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall indemnify, defend and hold harmless each Trustee and their respective agents, officers, directors and servants, from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with (x) in the case of the Owner Trustee, the Indenture Trustee’s performance of its duties under the Basic Documents, (y) in the case of the Indenture Trustee, the Owner Trustee’s performance of its duties under the Basic Documents or (z) the acceptance, administration or performance by, or action or inaction of, the applicable Trustee of the trusts and duties contained in this Agreement, the Basic Documents, the Indenture (in the case of the Indenture Trustee), including the administration of the Collateral, and the Trust Agreement (in the case of the Owner Trustee), including the administration of the Owner Trust Estate, except in each case to the extent that such cost, expense, loss, claim, damage or liability: (A) is due to the willful 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 or (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; and (v) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) will indemnify the Owner Trustee in accordance with the provisions specified in Section 6.9 of the Trust Agreement. (b) Indemnification under this Section 6.05 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination provision of this Agreement or any other Transaction Document or (e) the Trust same are expressly excluded by any provision of this Agreement and or any other Transaction Document; provided, however that nothing contained in this sentence shall include reasonable fees and expenses limit the liability of counsel and expenses of litigation. If Seller or the Servicer has made or limit the recourse of any indemnity payments Indemnified Person to the Seller or the Servicer for any amounts otherwise specifically provided to be paid by the Seller or the Servicer hereunder. Subject to Section 4(m) below, any amount due and payable pursuant to this Section 6.05 and the recipient thereafter collects any of such amounts from others, the recipient section shall promptly repay such amounts collected be paid to the Servicer, without interestBuyer’s Account in immediately available funds by no later than the first Weekly Settlement Date following demand therefor by the Buyer.

Servicer Indemnification. (a) The Servicer (other than the Indenture Trustee in its capacity as successor Servicer pursuant hereby agrees to Section 7.03 hereof) shall be liable in accordance with this Agreement only to the extent of the obligations in this Agreement specifically undertaken by the Servicer. Such obligations shall include the following: (i) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall defend, indemnify and hold harmless the Indenture Trustee, the Owner Trustee, the Issuer and the Interested Parties each Indemnified Party from and against Indemnified Amounts awarded against or incurred by any and all costs, expenses, losses, damages, claims and liabilities of them arising out of or resulting from this Agreement, the useactivities of the Trust or the Trustee in connection herewith, ownership the Transferor's use of proceeds of Transfers of Receivables or operation reinvestments of Collections, the interest conveyed hereunder in Trust Assets, or in respect of any Receivable or the Receivables Purchase Agreements (excluding however (a) Indemnified Amounts resulting from gross negligence or willful misconduct on the part of such Indemnified Party to which such Indemnified Amount would otherwise be due, (b) losses in respect of Receivables to the extent reimbursement therefor would constitute credit recourse to the Transferor for nonpayment of any Receivable by any Originator and (c) any income or franchise taxes or similar taxes or any interest or penalties with respect thereto) incurred by such Indemnified Party arising out of or as a result of this Agreement or the interest conveyed hereunder in Trust Assets or in respect of any Receivable or the Receivables Purchase Agreements to the extent caused by: (i) reliance on any representation, warranty or covenant made by the Servicer (or any of its Responsible Officers) under or in connection with this Agreement which shall have been incorrect in any material respect when made or which the Servicer shall have failed to perform; (ii) the failure by the Servicer to comply with any applicable Requirement of Law with respect to any Receivable or the Related Security or related Contract; (iii) any commingling by the Servicer of Collections with other funds of the Servicer or any Affiliate; (iv) any claim brought by any Person other than an Indemnified Party arising from any activity by the Servicer or any Affiliate thereof of any Financed Vehicle; (ii) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee 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 and the Pooling Agreement, including any sales, gross receipts, general corporation, Illinois corporate income, tangible personal property, privilege or license taxes (but not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Owner Trustee or the issuance and original sale of the Securities, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the Securities, or any fees or other compensation payable to any such Person) and costs and expenses in defending against the same; (iii) The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Interested Parties from and against any and all costs, expenses, losses, claims, damages, and liabilities to the extent that such cost, expense, loss, claim, damage, or liability arose out of, or was imposed upon such Person through the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement and any other Transfer servicing, Pooling and Servicing Agreement administering or by reason of reckless disregard of its obligations and duties under collecting any of the Transfer and Servicing AgreementsReceivable; (iv) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall indemnify, defend and hold harmless each Trustee and their respective agents, officers, directors and servants, from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with (x) in the case of the Owner Trustee, the Indenture Trustee’s performance of its duties under the Basic Documents, (y) in the case of the Indenture Trustee, the Owner Trustee’s performance of its duties under the Basic Documents or (z) the acceptance, administration or performance by, or action or inaction of, the applicable Trustee of the trusts and duties contained in this Agreement, the Basic Documents, the Indenture (in the case of the Indenture Trustee), including the administration of the Collateral, and the Trust Agreement (in the case of the Owner Trustee), including the administration of the Owner Trust Estate, except in each case to the extent that such cost, expense, loss, claim, damage or liability: (A) is due to the willful 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 or (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; and (v) The any failure by the Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in to perform its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) will indemnify the Owner Trustee duties or obligations in accordance with the provisions specified in Section 6.9 of the Trust this Agreement.; or (bvi) the acceptance by the Seller as payment of any Receivable funds denominated in a currency other than US Dollars. Indemnification under this Section 6.05 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement or the Trust Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer has made any indemnity payments pursuant to this Section 6.05 8.04 shall only be payable from the assets of the Servicer. The agreement contained in this Section 8.04 shall survive the collection of all Receivables, the termination of the Trust and the recipient thereafter collects payment of all amounts otherwise due hereunder. Any Indemnified Amounts due hereunder shall be payable within fifteen Business Days of submission of a claim by the Indemnified Party which describes in reasonable detail the basis for such claim. Promptly after receipt by an Indemnified Party of any notice of the commencement of any action, claim or other legal or arbitral proceeding (a "Proceeding") which such Indemnified Party reasonably anticipates would subject it to any Indemnified Amount, such Indemnified Party will, if a claim in respect thereof is to be made by such Indemnified Party against the Servicer under this Section 8.04, notify the Servicer in writing of the commencement thereof; provided that (i) the omission so to notify the Servicer will not relieve it from any liability which it may have hereunder unless and except to the extent it did not otherwise learn of such amounts Proceeding and such failure results in the forfeiture by the Servicer of substantial rights or defenses which may arise under this provision or otherwise, and (ii) the omission so to notify the Servicer will not relieve it from othersliability which it may have to an Indemnified Party otherwise than on account of this Section 8.04. In case any such Proceedings are brought against any Indemnified Party and it notifies the Servicer of the commencement thereof, the recipient Servicer will be entitled to participate therein, and to the extent that it may elect by written notice delivered to the Indemnified Party, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party; provided that if the defendants in any such Proceedings include both the Indemnified Party and the Servicer and the Indemnified Party shall promptly repay such amounts collected have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the Servicer, the Servicer shall not have the right to direct the defense of such Proceeding on behalf of such Indemnified Party, and the Indemnified Party shall have the right to select separate counsel to assert such legal defenses on behalf of such Indemnified Party. Upon receipt of notice from the Servicer to such Indemnified Party of the Servicer's election so to assume the defense of such Proceedings and approval by the Indemnified Party of counsel, the Servicer will not be liable to such Indemnified Party for expenses incurred thereafter by the Indemnified Party in connection with the defense thereof (other than reasonable costs of investigation prior to the Pooling and Servicing Agreement assumption of the defense by the Servicer's legal counsel) unless (i) the Indemnified Party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence, (ii) the Servicer shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice by the relevant Indemnified Party to the Servicer of commencement of the Proceedings or (iii) the Servicer has authorized in writing the employment of counsel for the Indemnified Party at the Servicer's expense. The indemnity, reimbursement and contribution obligations of the Servicer hereunder shall be in addition to any other liability the Servicer may otherwise have to an Indemnified Party and shall be binding upon and inure to the benefit of any successors and assigns of the Servicer and any Indemnified Party. No party subject to this Section 8.04 shall settle, compromise or consent to the entry of any judgment in any Proceeding in respect of which indemnification may be sought under this Section 8.04 (whether or not any Indemnified Party is an actual or potential party to such Proceeding) without interestthe written consent of the other such parties, unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability arising out of such Proceeding.

Servicer Indemnification. (a) The Servicer (other than the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof) shall be liable in accordance with this Agreement only to the extent of the obligations in this Agreement specifically undertaken by the Servicer. Such obligations shall include the following: (i) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall defend, indemnify and hold harmless the Indenture Trustee, the Owner Trustee, the Issuer and the Interested Parties from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of any Financed Vehicle; (ii) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee 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 and the Pooling Agreement, including any sales, gross receipts, general corporation, Illinois corporate income, tangible personal property, privilege or license taxes (but not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Owner Trustee or the issuance and original sale of the Securities, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the Securities, or any fees or other compensation payable to any such Person) and costs and expenses in defending against the same; (iii) The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Interested Parties from and against any and all costs, expenses, losses, claims, damages, and liabilities to the extent that such cost, expense, loss, claim, damage, or liability arose out of, or was imposed upon such Person through the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement and any other Transfer and Servicing Agreement or by reason of reckless disregard of its obligations and duties under any of the Transfer and Servicing Agreements; (iv) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall indemnify, defend and hold harmless each Trustee and their respective agents, officers, directors and servants, from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with (x) in the case of the Owner Trustee, the Indenture Trustee’s performance of its duties under the Basic Documents, (y) in the case of the Indenture Trustee, the Owner Trustee’s performance of its duties under the Basic Documents Documents, or (z) the acceptance, administration or performance by, or action or inaction of, the applicable Trustee of the trusts and duties contained in this Agreement, the Basic Documents, the Indenture (in the case of the Indenture Trustee), including the administration of the Collateral, and the Trust Agreement (in the case of the Owner Trustee), including the administration of the Owner Trust Estate, except in each case to the extent that such cost, expense, loss, claim, damage or liability: (A) is due to the willful 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 Indenture, or (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; and (v) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) will indemnify the Owner Trustee in accordance with the provisions specified in Section 6.9 of the Trust Agreement. (b) Indemnification under this Section 6.05 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement or the Trust Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer has made any indemnity payments pursuant to this Section 6.05 and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Servicer, without interest.

Servicer Indemnification. (a) The Servicer (other than the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof) shall be liable in accordance with this Agreement only to the extent of the obligations in this Agreement specifically undertaken by the Servicer. Such obligations shall include the following: (i) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall defend, indemnify and hold harmless the Indenture Trustee, the Owner Trustee, the Issuer and the Interested Parties each Indemnified Party from and against Indemnified Amounts suffered or sustained by reason of any breach by the Servicer of its representations and all costswarranties or obligations under this Agreement, expensesexcluding, losseshowever, damagesIndemnified Amounts to the extent resulting from (i) willful misconduct, claims bad faith, gross negligence, the reckless disregard by such Indemnified Party of any of his, her or its obligations and liabilities duties or breach of fiduciary duty on the part of such Indemnified Party, (ii) recourse for uncollectible Receivables or (iii) any income or franchise taxes (or any interest or penalties with respect thereto) incurred by such Indemnified Party arising out of or resulting as a result of this Agreement or the interest conveyed hereunder in Trust Assets or in respect of any Receivable or any Contract or the Receivables Purchase Agreement. Indemnification pursuant to this Section shall not be payable from the use, ownership or operation by the Servicer or any Affiliate thereof of any Financed Vehicle; (ii) Trust Assets. The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee 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 and the Pooling Agreement, including any sales, gross receipts, general corporation, Illinois corporate income, tangible personal property, privilege or license taxes (but not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Owner Trustee or the issuance and original sale of the Securities, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the Securities, or any fees or other compensation payable to any such Person) and costs and expenses in defending against the same; (iii) The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Interested Parties from and against any and all costs, expenses, losses, claims, damages, and liabilities to the extent that such cost, expense, loss, claim, damage, or liability arose out of, or was imposed upon such Person through the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement and any other Transfer and Servicing Agreement or by reason of reckless disregard of its obligations and duties under any of the Transfer and Servicing Agreements; (iv) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall indemnify, defend and hold harmless each Trustee and their respective agents, officers, directors and servants, from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with (x) in the case of the Owner Trustee, the Indenture Trustee’s performance of its duties under the Basic Documents, (y) in the case of the Indenture Trustee, the Owner Trustee’s performance of its duties under the Basic Documents or (z) the acceptance, administration or performance by, or action or inaction of, the applicable Trustee of the trusts and duties agreement contained in this Agreement, the Basic Documents, the Indenture (in the case of the Indenture Trustee), including the administration of the Collateral, and the Trust Agreement (in the case of the Owner Trustee), including the administration of the Owner Trust Estate, except in each case to the extent that such cost, expense, loss, claim, damage or liability: (A) is due to the willful 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 or (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; and (v) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) will indemnify the Owner Trustee in accordance with the provisions specified in Section 6.9 of the Trust Agreement. (b) Indemnification under this Section 6.05 8.04 shall survive the resignation or removal collection of the Owner Trustee or the Indenture Trustee or all Receivables, the termination of this Agreement or and the Trust Agreement payment of all amounts otherwise due hereunder. In case any proceeding shall be instituted involving any person in respect of which indemnity may be sought pursuant to this Section the Indemnified Party shall promptly notify the Servicer in writing and the Servicer upon request of the Indemnified Party, shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others may designate in such proceeding and shall include pay the reasonable fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Servicer and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Servicer and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Servicer shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of litigation. If the Servicer has made any indemnity payments pursuant to this Section 6.05 and the recipient thereafter collects any of more than one separate firm for all such amounts from others, the recipient shall promptly repay such amounts collected to the Servicer, without interestIndemnified Parties.

Servicer Indemnification. (a) The Servicer (other than the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof) shall be liable in accordance with this Agreement only to the extent of the obligations in this Agreement specifically undertaken by the Servicer. Such obligations shall include the following: (i) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall defend, indemnify and hold harmless the Indenture TrusteeNote Trust, the Owner TrusteeTrust, the Issuer and the Interested Parties from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of any Financed Vehicle; (ii) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall indemnify, defend and hold harmless the IssuerTrustee, the Owner Trustee and the Indenture Trustee Trustee, and their respective officers, directors, employees and agents (each, an "Indemnified Person"), from and against any taxes that may at loss, liability, expense, damage or injury (i) suffered or sustained by reason of any time be asserted against any such Person acts or omissions or alleged acts or omissions of the Servicer with respect to activities of the transactions contemplated in Trust, the Note Trust, the Indenture Trustee, the Trustee or the Owner Trustee pursuant to this Agreement or any other Transaction Document, or (ii) arising from or incurred in connection with the Owner Trustee's administration of the Note Trust and the Pooling Agreementperformance of its duties pursuant to any Transaction Document, including any salesjudgment, gross receiptsaward, general corporationsettlement, Illinois corporate incomereasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, tangible personal propertyproceeding or claim; provided, privilege however, that the Servicer shall not indemnify any such Indemnified Person if such acts, omissions or license taxes (but alleged acts or omissions constitute or are caused by fraud, negligence, or willful misconduct by such Indemnified Person; and provided, further, that the Servicer shall not including any taxes asserted with respect to, and as of indemnify the date ofNote Trust, the sale of the Receivables to the Trust or any Noteholder or Note Owner Trustee for any liabilities, costs or the issuance and original sale of the Securities, or asserted expenses with respect to ownership any action taken by the Trustee, at the direction of Holders of the Notes and the Investor Certificates, or by the Indenture Trustee at the direction of the Noteholders, in either case, given in accordance with the applicable Transaction Documents; and provided, further, that the Servicer shall not indemnify the Note Trust, the Trust or any Noteholder or Note Owner as to any losses, claims or damages incurred by any of them as owners of secured notes, for example, as a result of the performance of the Receivables, market fluctuations, a shortfall or federal failure to make payment under any Enhancement or other income taxes arising out similar market or investment risks associated with ownership of distributions on secured notes; and provided, further, that the SecuritiesServicer shall not indemnify the Note Trust, the Trust or any fees Noteholder or Note Owner for any liabilities, costs or expenses of the Trust, the Note 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 compensation payable 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 Note Trust, the Noteholders or the Note Owners in connection herewith to any taxing authority. Any such Person) indemnifications under this Section 9 shall not be payable from the assets of the Note Trust or the Trust and costs shall be subordinated to the Notes. The provisions of this indemnity shall run directly to and expenses be enforceable by an injured party, subject to the limitations hereof. The Servicer shall also indemnify the Indenture Trustee as provided in defending against Section 6.07 of the same;Indenture. (iiib) The Servicer shall indemnifynot be liable under this Section 9 for any settlement of any claim or action effected without its prior written consent, defend which shall not be unreasonably withheld. (c) Promptly after receipt by an injured party under this Section 9 of notice of the commencement of any action or proceeding for which such injured party is entitled to indemnification under this Section 9, such injured party will, if a claim in respect thereof is to be made against the Servicer under this Section 9, notify the Servicer of the commencement thereof; but the omission to so notify the Servicer (i) will not relieve it from any liability under Section 9 unless and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Interested Parties from and against any and all costs, expenses, losses, claims, damages, and liabilities to the extent that such cost, expense, loss, claim, damagefailure to notify results in the forfeiture by the Servicer, or liability arose out ofthe material impairment, of substantial rights and defenses and (ii) will not, in any event, relieve the Servicer from any obligations to any injured party that are in addition to the indemnification obligation provided in this Section 9. If any such action or was imposed upon such Person through proceeding is brought that involves any injured party, the negligence, willful misfeasance or bad faith injured party shall promptly notify the Servicer of the commencement thereof and the Servicer in will be entitled to participate therein and, to the performance of its duties under this Agreement and any other Transfer and Servicing Agreement or by reason of reckless disregard of its obligations and duties under any of extent that it may wish, to assume the Transfer and Servicing Agreements; (iv) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicerdefense thereof, including the Indenture Trustee in its capacity as successor Servicer pursuant with counsel reasonably satisfactory to Section 7.03 hereof it being understood such injured party; provided, however, that the removed Servicer shall retain such liability) shall indemnify, defend and hold harmless each Trustee and their respective agents, officers, directors and servants, from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with if (x) in the case use of counsel chosen by the Owner TrusteeServicer to represent the injured party would present such counsel with a conflict of interest which, the Indenture Trustee’s performance of its duties under the Basic Documentsif such counsel had been retained, would have required such counsel to withdraw from such representation, (y) in the case of injured party shall have been advised by counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Indenture TrusteeServicer or to other indemnified parties, the Owner Trustee’s performance of its duties under the Basic Documents or (z) the acceptance, administration or performance by, or Servicer shall not have employed counsel satisfactory to the injured party to represent the injured party within a reasonable time after receipt by the Servicer of notice of the institution of such action or inaction ofproceeding, then, in each such case, (1) the applicable Trustee Servicer shall not have the right to direct the defense of such action on behalf of such injured party or parties, (2) such injured party or parties shall have the trusts and duties contained right to select separate counsel to defend such action on behalf of such injured party or parties (provided that, if more than one injured party is subject to the circumstances described in this Agreement, the Basic Documents, the Indenture clause (in the case of the Indenture Trusteey), including the administration of the Collateralthen, and the Trust Agreement (in the case of the Owner Trustee), including the administration of the Owner Trust Estate, except in each case to the extent that permitted by the rules of professional conduct applicable to attorneys, all such cost, expense, loss, claim, damage indemnified parties shall be represented by one such separate counsel) and (3) all costs and expenses of each such injured party in connection with such action or liability: (A) is due to proceeding shall be paid by the willful 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 or (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; and (v) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that 9(a) above. The Servicer may settle any claim for which an injured party seeks indemnification under this Section 9 so long as (A) the removed Servicer pays the settlement in full and (B) as a result thereof, the injured party is released from all liability under such claim. (d) After notice from the Servicer to such injured party of the Servicer's election so to assume the defense thereof and approval by such injured party of counsel appointed to defend such action, the Servicer will not be liable to such injured party under this Section 9 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such injured party in connection with the defense thereof, unless (i) the injured party shall retain such liability) will indemnify the Owner Trustee have employed separate counsel in accordance with the provisions specified immediately preceding paragraph or (ii) the Servicer has authorized in Section 6.9 writing the employment of counsel for the injured party at the expense of the Trust AgreementServicer. If the Servicer assumes the defense of any such action or proceeding, the injured party shall have the right to employ separate counsel therein, and to participate in the defense thereof, but the fees and expenses of such counsel shall be borne exclusively by such injured party without any right or entitlement to reimbursement by the Servicer or its Affiliates except as otherwise provided in the preceding sentence and in the preceding paragraph. (be) Indemnification under The provisions of this Section 6.05 9 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement or the Trust Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer has made any indemnity payments pursuant to this Section 6.05 and the recipient thereafter collects any earlier removal or resignation of such amounts from others, the recipient shall promptly repay such amounts collected to the Servicer, without interestOwner Trustee.

Servicer Indemnification. (a) The Each Servicer (other than the Indenture Trustee in its capacity as successor Servicer pursuant hereby agrees to Section 7.03 hereof) shall be liable in accordance with this Agreement only to the extent of the obligations in this Agreement specifically undertaken by the Servicer. Such obligations shall include the following: (i) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall defend, indemnify and hold harmless the Indenture Trustee, the Owner Trustee, the Issuer Administrative Agent and the Interested Parties Buyers and their respective officers, directors, agents, representatives, shareholders, counsel, employees and each of their respective Affiliates, successors and assigns (each, an “Indemnified Person”) from and against any and all costsdamages, expensesclaims, losses, damagescosts, claims expenses and liabilities (including, without limitation, reasonable and documented attorneys’ fees and expenses) (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of or resulting from or related to (i) any failure by any Servicer to perform its duties or obligations as Servicer hereunder in accordance with this Agreement or to comply in all material respects with any Applicable Law in connection with the use, ownership or operation by the Servicer Transaction Documents or any Affiliate thereof of any Financed Vehicle; Purchased Receivables, (ii) The Servicer any breach of any Servicer’s (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liabilityServicer) shall indemnifyrepresentations, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee warranties or covenants under any Transaction Document or (iii) any claim brought by any Person other than an Indemnified Person arising from and against any taxes that may at any time be asserted against any such Person Servicer’s servicing or collection activities with respect to the transactions contemplated Purchased Receivables; provided, however, that in this Agreement and all events there shall be excluded from the Pooling Agreementforegoing indemnification any damages, including any sales, gross receipts, general corporation, Illinois corporate income, tangible personal property, privilege or license taxes (but not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Owner Trustee or the issuance and original sale of the Securities, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the Securities, or any fees or other compensation payable to any such Person) and costs and expenses in defending against the same; (iii) The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Interested Parties from and against any and all costs, expensesclaims, losses, claimscosts, damages, and expenses or liabilities to the extent that such cost, expense, loss, claim, damage, or liability arose out of, or was imposed upon such Person through the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement and any other Transfer and Servicing Agreement or by reason of reckless disregard of its obligations and duties under any of the Transfer and Servicing Agreements; (iv) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall indemnify, defend and hold harmless each Trustee and their respective agents, officers, directors and servants, resulting solely from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with (x) in the case gross negligence or willful misconduct of the Owner Trustee, the Indenture Trustee’s performance applicable Indemnified Person and/or any of its duties under the Basic DocumentsRelated Indemnified Persons as determined in a final non-appealable judgment by a court of competent jurisdiction, (y) in the case failure of an Account Debtor to pay any sum due under its Purchased Receivables by reason of the Indenture Trusteefinancial or credit condition of such Account Debtor (including, without limitation, the Owner Trustee’s performance occurrence of its duties under an Insolvency Event with respect to the Basic Documents applicable Account Debtor), or (z) any action taken by the acceptance, administration Administrative Agent or performance by, or action or inaction of, any Buyer without the applicable Trustee consent of the trusts and duties contained in this AgreementServicer, the Basic Documents, the Indenture (in the case of the Indenture Trustee), including the administration of the Collateral, and the Trust Agreement (in the case of the Owner Trustee), including the administration of the Owner Trust Estate, except in each case at any time prior to the extent that Servicer’s removal as Servicer with respect to such cost, expense, loss, claim, damage or liability: (A) is due to the willful 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 or (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; and (v) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) will indemnify the Owner Trustee Purchased Receivable in accordance with the provisions specified in Section 6.9 clause (j) of the Trust Agreement. (b) Indemnification under this Section 6.05 shall survive 5 to compromise or settle its claim against the resignation or removal applicable Account Debtor in respect of the Owner Trustee or the Indenture Trustee or the termination of this Agreement or the Trust Agreement any such Purchased Receivable. Any amount due and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer has made any indemnity payments payable pursuant to this Section 6.05 and the recipient thereafter collects any of such amounts from others, the recipient clause shall promptly repay such amounts collected be paid to the Servicer, without interestAdministrative Agent’s Account in immediately available funds by no later than the first Settlement Date following demand therefor by the Administrative Agent.

Servicer Indemnification. (a) The Servicer Except for taxes (other than the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof) shall be liable in accordance with this Agreement only to the extent of the obligations in this Agreement specifically undertaken by the Servicer. Such obligations shall include the following: (i) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall defend, indemnify and hold harmless the Indenture Trustee, the Owner Trustee, the Issuer and the Interested Parties from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of any Financed Vehicle; (ii) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee 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 and the Pooling Agreement, including any sales, gross receipts, general corporation, Illinois corporate income, tangible personal property, privilege or license taxes (but not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Owner Trustee or the issuance and original sale of the Securities, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the Securities, or any fees or other compensation payable to any such Person) and costs and expenses in defending against the same; (iii) The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Interested Parties from and against any and all costs, expenses, represent losses, claims, damages, etc. arising from any non-tax claim), Purchaser hereby indemnifies and holds harmless the Servicer and its Representatives (collectively, “Servicer Indemnified Persons”) from and against any documented and reasonable out-of-pocket losses, claims, damages, expenses or liabilities (all of the foregoing being collectively referred to as “Servicer Indemnified Amounts”) awarded against or actually incurred by such Servicer Indemnified Persons arising out of, or as a result of any breach by Purchaser of Purchaser’s obligations to the Servicer under this Agreement resulting from the action of Purchaser or its respective Representatives, Servicer following or acting in accordance with directions or instructions from Purchaser or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any such Servicer Indemnified Person is a party thereto (and regardless of whether such matter is initiated by a third party or by the Servicer or any of its Affiliates or shareholders); provided that: (i) Servicer Indemnified Amounts shall not be available to any Servicer Indemnified Person to the extent that such cost, expense, loss, claim, damage, or liability arose out of, or was imposed upon such Person through the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement and any other Transfer and Servicing Agreement or by reason of reckless disregard of its obligations and duties under any of the Transfer and Servicing Agreements; (iv) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall indemnify, defend and hold harmless each Trustee and their respective agents, officers, directors and servants, from and against all costs, expensesdamages, losses, claims, damages liabilities and liabilities arising out related costs and expenses are determined by a court of or incurred in connection with (x) in competent jurisdiction by a final and nonappealable judgment to have resulted from the case of the Owner Trusteegross negligence, the Indenture Trustee’s performance of its duties under the Basic Documents, (y) in the case of the Indenture Trustee, the Owner Trustee’s performance of its duties under the Basic Documents or (z) the acceptance, administration or performance by, or action or inaction of, the applicable Trustee of the trusts and duties contained in this Agreement, the Basic Documents, the Indenture (in the case of the Indenture Trustee), including the administration of the Collateral, and the Trust Agreement (in the case of the Owner Trustee), including the administration of the Owner Trust Estate, except in each case to the extent that such cost, expense, loss, claim, damage or liability: (A) is due to the willful misfeasancefraud, bad faith or negligence (except for errors in judgment) willful misconduct on the part 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 or (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 Agreementsuch Servicer Indemnified Person; and (vii) The Servicer (other than Indemnified Amounts shall exclude any successor Servicer who is not an affiliate of the initial Servicerlosses, including the Indenture Trustee claims, damages, expenses or liabilities for which BMO has been indemnified in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that Seller hereunder or under the removed Servicer shall retain such liability) will indemnify the Owner Trustee in accordance with the provisions specified in Section 6.9 of the Trust Agreement. (b) Indemnification under this Section 6.05 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this BMO Master Participation Agreement or in its capacity as a Lender or Administrative Agent (each under and as defined in the Trust Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer has made any indemnity payments pursuant to this Section 6.05 and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Servicer, without interestBMO Credit Agreement).

Servicer Indemnification. (a) The Servicer (other than the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof) shall be liable in accordance with this Agreement only to the extent of the obligations in this Agreement specifically undertaken by the Servicer. Such obligations shall include the following: (i) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall defend, indemnify and hold harmless the Indenture Trustee, the Owner Trustee, the Issuer and the Interested Parties from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of any Financed Vehicle; (ii) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee 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 and the Pooling Agreement, including any sales, gross receipts, general corporation, Illinois corporate income, tangible personal property, privilege or license taxes (but not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Owner Trustee or the issuance and original sale of the Securities, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the Securities, or any fees or other compensation payable to any such Person) and costs and expenses in defending against the same; (iii) The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Interested Parties from and against any and all costs, expenses, losses, claims, damages, and liabilities to the extent that such cost, expense, loss, claim, damage, or liability arose out of, or was imposed upon such Person through the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement and any other Transfer and Servicing Agreement or by reason of reckless disregard of its obligations and duties under any of the Transfer and Servicing Agreements; (iv) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall indemnify, defend and hold harmless each Trustee and their respective agents, officers, directors and servants, from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with (x) in the case of the Owner Trustee, the Indenture Trustee’s performance of its duties under the Basic Documents, (y) in the case of the Indenture Trustee, the Owner Trustee’s performance of its duties under the Basic Documents or (z) the acceptance, administration or performance by, or action or inaction of, the applicable Trustee of the trusts and duties contained in this Agreement, the Basic Documents, the Indenture (in the case of the Indenture Trustee), including the administration of the Collateral, and the Trust Agreement (in the case of the Owner Trustee), including the administration of the Owner Trust Estate, except in each case to the extent that such cost, expense, loss, claim, damage or liability: (A) is due to the willful 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 or (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; and (v) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) will indemnify the Owner Trustee in accordance with the provisions specified in Section 6.9 of the Trust Agreement. (b) Indemnification under this Section 6.05 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement or the Trust Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer has made any indemnity payments pursuant to this Section 6.05 and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Servicer, without interest.

Servicer Indemnification. (a) The Servicer (other than shall indemnify ------------------------ and hold harmless each Indemnified Party from and against Indemnified Amounts suffered or sustained by reason of any breach by the Indenture Trustee in Servicer of its capacity as successor Servicer pursuant to Section 7.03 hereof) shall be liable in accordance with representations and warranties or obligations under this Agreement only Agreement, excluding, --------- however, Indemnified Amounts to the extent of the obligations in this Agreement specifically undertaken by the Servicer. Such obligations shall include the following: resulting from (i) The Servicer willful ------- misconduct, bad faith or gross negligence of such Indemnified Party (other than but only with respect to such Indemnified Party) of any successor Servicer who is not an affiliate of his, her or its obligations and duties on the initial Servicerpart of such Indemnified Party, including the Indenture Trustee in its capacity (ii) recourse for uncollectible Receivables, except as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain provided herein or (iii) any overall net income or franchise taxes (or any interest or penalties with respect thereto) incurred by such liability) shall defend, indemnify and hold harmless the Indenture Trustee, the Owner Trustee, the Issuer and the Interested Parties from and against any and all costs, expenses, losses, damages, claims and liabilities Indemnified Party arising out of or resulting as a result of this Agreement or the interest conveyed hereunder in Transferred Assets or in respect of any Receivable or any Contract or the Receivables Purchase Agreement. Indemnification pursuant to this Section shall not be payable from the use, ownership or operation by the Servicer or any Affiliate thereof of any Financed Vehicle; (ii) Transferred Assets. The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee 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 and the Pooling Agreement, including any sales, gross receipts, general corporation, Illinois corporate income, tangible personal property, privilege or license taxes (but not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Owner Trustee or the issuance and original sale of the Securities, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the Securities, or any fees or other compensation payable to any such Person) and costs and expenses in defending against the same; (iii) The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Interested Parties from and against any and all costs, expenses, losses, claims, damages, and liabilities to the extent that such cost, expense, loss, claim, damage, or liability arose out of, or was imposed upon such Person through the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement and any other Transfer and Servicing Agreement or by reason of reckless disregard of its obligations and duties under any of the Transfer and Servicing Agreements; (iv) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall indemnify, defend and hold harmless each Trustee and their respective agents, officers, directors and servants, from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with (x) in the case of the Owner Trustee, the Indenture Trustee’s performance of its duties under the Basic Documents, (y) in the case of the Indenture Trustee, the Owner Trustee’s performance of its duties under the Basic Documents or (z) the acceptance, administration or performance by, or action or inaction of, the applicable Trustee of the trusts and duties agreements contained in this Agreement, the Basic Documents, the Indenture (in the case of the Indenture Trustee), including the administration of the Collateral, and the Trust Agreement (in the case of the Owner Trustee), including the administration of the Owner Trust Estate, except in each case to the extent that such cost, expense, loss, claim, damage or liability: (A) is due to the willful 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 or (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; and (v) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) will indemnify the Owner Trustee in accordance with the provisions specified in Section 6.9 of the Trust Agreement. (b) Indemnification under this Section 6.05 13.02 shall survive ------------- the resignation or removal collection of the Owner Trustee or the Indenture Trustee or all Receivables, the termination of this Agreement and the payment of all amounts otherwise due hereunder. Any Indemnified Party wishing to be indemnified under this Section ------- 13.02 shall give prompt notice to the Servicer upon becoming aware of any event ----- or the Trust Agreement circumstance which such Indemnified Party expects to give rise to a claim for indemnification under this Section 13.02 and shall include reasonable fees and expenses of counsel and expenses of litigation. If permit (to the extent not ------------- disadvantageous or prejudicial to it) the Servicer has made to participate in (but not control) the defense, settlement or resolution thereof; provided that the failure by any indemnity payments pursuant Indemnified Party to so act (other than to give such notice) shall not deprive it of its rights to indemnification under this Section 6.05 13.02. ------------- Failure to give such notice shall not deprive such Indemnified Party of its rights to indemnification under this Section 13.02, except if and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Servicer, without interestextent ------------- that the Servicer is prejudiced thereby.

Servicer Indemnification. (a) The Servicer (Without limiting any other than the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof) shall be liable in accordance with this Agreement only to the extent of the obligations in this Agreement specifically undertaken by the Servicer. Such obligations shall include the following: (i) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood rights that the removed Custodian, the Master Custodial Certificateholders and the Enhancement Providers may have hereunder or under applicable law, the Servicer shall retain such liability) shall defend, indemnify and hold harmless the Indenture TrusteeCustodian, the Owner Trustee, the Issuer Master Custodial Cer- tificateholders and the Interested Parties Enhancement Providers from and against any and all costsloss, expensesliability, lossesexpense, damagesdamage, claims and liabilities claim or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of or resulting from the use, ownership or operation by activities of the Servicer or any Affiliate thereof of any Financed Vehicle; (ii) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer Custodian pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee 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 and the Pooling Agreement, including any sales, gross receipts, general corporation, Illinois corporate income, tangible personal property, privilege or license taxes (but not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Owner Trustee or the issuance and original sale of the Securities, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the Securities, or any Supplement, includ ing any judgment, award, settlement, reasonable legal fees and disbursements and other costs or other compensation payable to any such Person) and costs and expenses in defending against the same; (iii) The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Interested Parties from and against any and all costs, expenses, losses, claims, damages, and liabilities to the extent that such cost, expense, loss, claim, damage, or liability arose out of, or was imposed upon such Person through the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement and any other Transfer and Servicing Agreement or by reason of reckless disregard of its obligations and duties under any of the Transfer and Servicing Agreements; (iv) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall indemnify, defend and hold harmless each Trustee and their respective agents, officers, directors and servants, from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the Servicer shall not indemnify the Custodian if such acts, omissions or alleged acts or omissions constitute fraud, gross negligence, breach of fiduciary duty (xother than negligent actions) in or willful misconduct by the case Custodian; and provided further that the Servicer shall not indemnify the Custodian, the Master Custodial Certificateholders or Enhancement Providers for any liabilities, cost or expense with respect to any action taken by the Custodian at the request of the Owner Trustee, the Indenture Trustee’s performance of its duties under the Basic Documents, (y) in the case of the Indenture Trustee, the Owner Trustee’s performance of its duties under the Basic Documents Master Custodial Certificateholders or (z) the acceptance, administration or performance by, or action or inaction of, the applicable Trustee of the trusts and duties contained in this Agreement, the Basic Documents, the Indenture (in the case of the Indenture Trustee), including the administration of the Collateral, and the Trust Agreement (in the case of the Owner Trustee), including the administration of the Owner Trust Estate, except in each case Enhancement Providers to the extent that the Custodian is indemnified by such costMaster Custodial Certificateholders or Enhancement Providers with respect to such action or (unless otherwise specified in any particular Supplement) with respect to any Canadian federal, expenseprovincial or local income or sales taxes, lossgoods and services taxes, claim, damage large corporations or liability: capital taxes (Aor any interest or penalties with respect thereto) is due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Person seeking required to be indemnified, paid or remitted by the Custodian (B) to the extent otherwise in respect of fees 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 or (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; and (v) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) will indemnify the Owner Trustee in accordance with the provisions specified in Section 6.9 of the Trust Agreement. (b) Indemnification under this Section 6.05 Agreement by the Servicer only) or any Master Custodial Certificate holder or the Enhancement Providers in connection herewith to any taxing authority. Any indemnifi cation under this Article VIII shall survive the termination of this Agreement and the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement or the Trust Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer has made any indemnity payments pursuant to this Section 6.05 and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Servicer, without interest.

Servicer Indemnification. (a) The Servicer (other than the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof) shall be liable in accordance with this Agreement only to the extent of the obligations in this Agreement specifically undertaken by the Servicer. Such obligations shall include the following: (i) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall defend, indemnify and hold harmless Issuer, the Certificate Trust, the Certificate Trust Trustee, Owner Trustee and Indenture Trustee, the Owner Trusteeand their respective officers, the Issuer directors, employees and the Interested Parties agents (each, an "Indemnified Person"), from and against any and all costsloss, expensesliability, lossesexpense, damagesdamage or injury suffered or sustained by reason of any acts or omissions or alleged acts or omissions of Servicer with respect to activities of the Certificate Trust, claims and liabilities arising out of Issuer, Indenture Trustee, Certificate Trust Trustee or resulting from the use, ownership or operation by the Servicer Owner Trustee pursuant to this Agreement or any Affiliate thereof other Transaction Document, including any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any Financed Vehicle; (ii) The Servicer (other than any successor Servicer who is not an affiliate of the initial Serviceractual or threatened action, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood proceeding or claim; provided, however, that the removed Servicer shall retain not indemnify any such liability) Indemnified Person if such acts, omissions or alleged acts or omissions constitute or are caused by fraud, negligence, or willful misconduct by such Indemnified Person; and provided, further, that Servicer shall indemnify, defend and hold harmless the not indemnify Issuer, the Certificate Trust or any Noteholder or Note Owner Trustee and the Indenture Trustee from and against for any taxes that may at any time be asserted against any such Person liabilities, costs or expenses with respect to any action taken by Certificate Trust Trustee, at the transactions contemplated in this Agreement direction of Holders of the Notes and the Pooling AgreementInvestor Certificates, including any sales, gross receipts, general corporation, Illinois corporate income, tangible personal property, privilege or license taxes (but not including any taxes asserted with respect to, and as by Indenture Trustee at the direction of the date ofNoteholders, in either case, given in accordance with the applicable Transaction Documents; and provided, further, that Servicer shall not indemnify Issuer, the sale Certificate Trust or any Noteholder or Note Owner as to any losses, claims or damages incurred by any of them as owners of secured notes, for example, as a result of the Receivables to the Owner Trustee or the issuance and original sale of the Securities, or asserted with respect to ownership performance of the Receivables, market fluctuations, a shortfall or federal failure to make payment under any Enhancement or other income taxes arising out similar market or investment risks associated with ownership of distributions on the Securitiessecured notes; and provided, or any fees or other compensation payable to any such Person) and costs and expenses in defending against the same; (iii) The further, that Servicer shall indemnify, defend and hold harmless the not indemnify Issuer, the Certificate Trust or any Noteholder or Note Owner Trusteefor any liabilities, costs or expenses of the Receivables Trust, Issuer, 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 Issuer, the Noteholders or the Note Owners in connection herewith to any taxing authority. Any such indemnifications under this Section 5.04 shall not be payable from the assets of Issuer or the Certificate Trust and shall be subordinated to the Notes. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. Servicer shall also indemnify Indenture Trustee as provided in Section 6.07 of the Indenture. (b) Servicer shall not be liable under this Section 5.04 for any settlement of any claim or action effected without its prior written consent, which shall not be unreasonably withheld. (c) Promptly after receipt by an injured party under this Section 5.04 of notice of the commencement of any action or proceeding for which such injured party is entitled to indemnification under this Section 5.04, such injured party will, if a claim in respect thereof is to be made against Servicer under this Section 5.04, notify Servicer of the commencement thereof; but the omission to so notify Servicer (i) will not relieve it from any liability under Section 5.04 unless and the Interested Parties from and against any and all costs, expenses, losses, claims, damages, and liabilities to the extent that such cost, expense, loss, claim, damagefailure to notify results in the forfeiture by Servicer, or liability arose out ofthe material impairment, of substantial rights and defenses and (ii) will not, in any event, relieve Servicer from any obligations to any injured party that are in addition to the indemnification obligation provided in this Section 5.04. If any such action or proceeding is brought that involves any injured party, the injured party shall promptly notify Servicer of the commencement thereof and Servicer will be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such injured party; provided, however, that if (x) the use of counsel chosen by Servicer to represent the injured party would present such counsel with a conflict of interest which, if such counsel had been retained, would have required such counsel to withdraw from such representation, (y) the injured party shall have been advised by counsel that there may be one or more legal defenses available to it that are different from or additional to those available to Servicer or to other indemnified parties, or was imposed upon such Person through (z) Servicer shall not have employed counsel satisfactory to the negligence, willful misfeasance or bad faith injured party to represent the injured party within a reasonable time after receipt by Servicer of notice of the institution of such action or proceeding, then, in each such case, (1) Servicer shall not have the right to direct the defense of such action on behalf of such injured party or parties, (2) such injured party or parties shall have the right to select separate counsel to defend such action on behalf of such injured party or parties (provided that, if more than one injured party is subject to the circumstances described in clause (y), then, to the performance extent permitted by the rules of its duties under this Agreement professional conduct applicable to attorneys, all such indemnified parties shall be represented by one such separate counsel) and any other Transfer (3) all costs and Servicing Agreement expenses of each such injured party in connection with such action or proceeding shall be paid by reason of reckless disregard of its obligations and duties under any of the Transfer and Servicing Agreements; (iv) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that 5.04(a) above. Servicer may settle any claim for which an injured party seeks indemnification under this Section 5.04 so long as (A) Servicer pays the removed settlement in full and (B) as a result thereof, the injured party is released from all liability under such claim. (d) After notice from Servicer shall retain to such liability) shall indemnifyinjured party of Servicer's election so to assume the defense thereof and approval by such injured party of counsel appointed to defend such action, defend and hold harmless each Trustee and their respective agents, officers, directors and servants, from and against all costs, Servicer will not be liable to such injured party under this Section 5.04 for any legal or other expenses, lossesother than reasonable costs of investigation, claims, damages and liabilities arising out of or subsequently incurred by such injured party in connection with the defense thereof, unless (x) in the case of the Owner Trustee, the Indenture Trustee’s performance of its duties under the Basic Documents, (y) in the case of the Indenture Trustee, the Owner Trustee’s performance of its duties under the Basic Documents or (zi) the acceptance, administration or performance by, or action or inaction of, the applicable Trustee of the trusts and duties contained in this Agreement, the Basic Documents, the Indenture (in the case of the Indenture Trustee), including the administration of the Collateral, and the Trust Agreement (in the case of the Owner Trustee), including the administration of the Owner Trust Estate, except in each case to the extent that such cost, expense, loss, claim, damage or liability: (A) is due to the willful 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 or (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; and (v) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer injured party shall retain such liability) will indemnify the Owner Trustee have employed separate counsel in accordance with the provisions specified immediately preceding paragraph or (ii) Servicer has authorized in Section 6.9 writing the employment of counsel for the Trust Agreementinjured party at the expense of Servicer. If Servicer assumes the defense of any such action or proceeding, the injured party shall have the right to employ separate counsel therein, and to participate in the defense thereof, but the fees and expenses of such counsel shall be borne exclusively by such injured party without any right or entitlement to reimbursement by Servicer or its Affiliates except as otherwise provided in the preceding sentence and in the preceding paragraph. (be) Indemnification under The provisions of this Section 6.05 5.04 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement or the Trust Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer has made any indemnity payments pursuant to this Section 6.05 and the recipient thereafter collects any earlier removal or resignation of such amounts from others, the recipient shall promptly repay such amounts collected to the Servicer, without interestOwner Trustee.

Servicer Indemnification. (a) The Servicer (other than the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof) shall be liable in accordance with this Agreement only to the extent of the obligations in this Agreement specifically undertaken by the Servicer. Such obligations shall include the following: (i) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall defend, indemnify and hold harmless the Indenture TrusteeNote Trust, the Owner TrusteeTrust, the Issuer and the Interested Parties from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of any Financed Vehicle; (ii) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall indemnify, defend and hold harmless the IssuerTrustee, the Owner Trustee and the Indenture Trustee (unless acting as the Servicer), and their respective officers, directors, employees and agents (each, an "Indemnified Person"), from and against any taxes that may at loss, liability, expense, damage or injury suffered or sustained by reason of any time be asserted against any such Person acts or omissions or alleged acts or omissions of the Servicer with respect to activities of the transactions contemplated in Trust, the Note Trust, the Indenture Trustee, the Trustee or the Owner Trustee pursuant to this Agreement and the Pooling Agreementor any other Transaction Document, including any salesjudgment, gross receiptsaward, general corporationsettlement, Illinois corporate incomereasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, tangible personal propertyproceeding or claim; provided, privilege however, that the Servicer shall not indemnify any such Indemnified Person if such acts, omissions or license taxes (but alleged acts or omissions constitute or are caused by fraud, negligence, or willful misconduct by such Indemnified Person; and provided, further, that the Servicer shall not including any taxes asserted with respect to, and as of indemnify the date ofNote Trust, the sale of the Receivables to the Trust or any Noteholder or Note Owner Trustee for any liabilities, costs or the issuance and original sale of the Securities, or asserted expenses with respect to ownership any action taken by the Trustee, at the direction of Holders of the Notes and the Investor Certificates, or by the Indenture Trustee at the direction of the Noteholders, in either case, given in accordance with the applicable Transaction Documents; and provided, further, that the Servicer shall not indemnify the Note Trust, the Trust or any Noteholder or Note Owner as to any losses, claims or damages incurred by any of them as owners of secured notes, for example, as a result of the performance of the Receivables, market fluctuations, a shortfall or federal failure to make payment under any Enhancement or other income taxes arising out similar market or investment risks associated with ownership of distributions on secured notes; and provided, further, that the SecuritiesServicer shall not indemnify the Note Trust, the Trust or any fees Noteholder or Note Owner for any liabilities, costs or expenses of the Trust, the Note 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 compensation payable 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 Note Trust, the Noteholders or the Note Owners in connection herewith to any taxing authority. Any such Person) indemnifications under this Section 9 shall not be payable from the assets of the Note Trust or the Trust and costs shall be subordinated to the Notes. The provisions of this indemnity shall run directly to and expenses be enforceable by an injured party, subject to the limitations hereof. The Servicer shall also indemnify the Indenture Trustee as provided in defending against Section 6.07 of the same;Indenture. (iiib) The Servicer shall indemnifynot be liable under this Section 9 for any settlement of any claim or action effected without its prior written consent, defend which shall not be unreasonably withheld. (c) Promptly after receipt by an injured party under this Section 9 of notice of the commencement of any action or proceeding for which such injured party is entitled to indemnification under this Section 9, such injured party will, if a claim in respect thereof is to be made against the Servicer under this Section 9, notify the Servicer of the commencement thereof; but the omission to so notify the Servicer (i) will not relieve it from any liability under Section 9 unless and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Interested Parties from and against any and all costs, expenses, losses, claims, damages, and liabilities to the extent that such cost, expense, loss, claim, damagefailure to notify results in the forfeiture by the Servicer, or liability arose out ofthe material impairment, of substantial rights and defenses and (ii) will not, in any event, relieve the Servicer from any obligations to any injured party that are in addition to the indemnification obligation provided in this Section 9. If any such action or was imposed upon such Person through proceeding is brought that involves any injured party, the negligence, willful misfeasance or bad faith injured party shall promptly notify the Servicer of the commencement thereof and the Servicer in will be entitled to participate therein and, to the performance of its duties under this Agreement and any other Transfer and Servicing Agreement or by reason of reckless disregard of its obligations and duties under any of extent that it may wish, to assume the Transfer and Servicing Agreements; (iv) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicerdefense thereof, including the Indenture Trustee in its capacity as successor Servicer pursuant with counsel reasonably satisfactory to Section 7.03 hereof it being understood such injured party; provided, however, that the removed Servicer shall retain such liability) shall indemnify, defend and hold harmless each Trustee and their respective agents, officers, directors and servants, from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with if (x) in the case use of counsel chosen by the Owner TrusteeServicer to represent the injured party would present such counsel with a conflict of interest which, the Indenture Trustee’s performance of its duties under the Basic Documentsif such counsel had been retained, would have required such counsel to withdraw from such representation, (y) in the case of injured party shall have been advised by counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Indenture TrusteeServicer or to other indemnified parties, the Owner Trustee’s performance of its duties under the Basic Documents or (z) the acceptance, administration or performance by, or Servicer shall not have employed counsel satisfactory to the injured party to represent the injured party within a reasonable time after receipt by the Servicer of notice of the institution of such action or inaction ofproceeding, then, in each such case, (1) the applicable Trustee Servicer shall not have the right to direct the defense of such action on behalf of such injured party or parties, (2) such injured party or parties shall have the trusts and duties contained right to select separate counsel to defend such action on behalf of such injured party or parties (provided that, if more than one injured party is subject to the circumstances described in this Agreement, the Basic Documents, the Indenture clause (in the case of the Indenture Trusteey), including the administration of the Collateralthen, and the Trust Agreement (in the case of the Owner Trustee), including the administration of the Owner Trust Estate, except in each case to the extent that permitted by the rules of professional conduct applicable to attorneys, all such cost, expense, loss, claim, damage indemnified parties shall be represented by one such separate counsel) and (3) all costs and expenses of each such injured party in connection with such action or liability: (A) is due to proceeding shall be paid by the willful 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 or (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; and (v) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that 9(a) above. The Servicer may settle any claim for which an injured party seeks indemnification under this Section 9 so long as (A) the removed Servicer pays the settlement in full and (B) as a result thereof, the injured party is released from all liability under such claim. (d) After notice from the Servicer to such injured party of the Servicer's election so to assume the defense thereof and approval by such injured party of counsel appointed to defend such action, the Servicer will not be liable to such injured party under this Section 9 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such injured party in connection with the defense thereof, unless (i) the injured party shall retain such liability) will indemnify the Owner Trustee have employed separate counsel in accordance with the provisions specified immediately preceding paragraph or (ii) the Servicer has authorized in Section 6.9 writing the employment of counsel for the injured party at the expense of the Trust AgreementServicer. If the Servicer assumes the defense of any such action or proceeding, the injured party shall have the right to employ separate counsel therein, and to participate in the defense thereof, but the fees and expenses of such counsel shall be borne exclusively by such injured party without any right or entitlement to reimbursement by the Servicer or its Affiliates except as otherwise provided in the preceding sentence and in the preceding paragraph. (be) Indemnification under The provisions of this Section 6.05 9 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement or the Trust Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer has made any indemnity payments pursuant to this Section 6.05 and the recipient thereafter collects any earlier removal or resignation of such amounts from others, the recipient shall promptly repay such amounts collected to the Servicer, without interestOwner Trustee.

Servicer Indemnification. (a) The Each Servicer (other than the Indenture Trustee in its capacity as successor Servicer pursuant hereby agrees to Section 7.03 hereof) shall be liable in accordance with this Agreement only to the extent of the obligations in this Agreement specifically undertaken by the Servicer. Such obligations shall include the following: (i) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall defend, indemnify and hold harmless the Indenture TrusteePurchaser and its officers, the Owner Trusteedirectors, the Issuer agents, representatives, shareholders, counsel, employees and the Interested Parties each of their respective Affiliates, successors and assigns (each, an “Indemnified Person”) from and against any and all costsdamages, expensesclaims, losses, damagescosts, claims expenses and liabilities (including, without limitation, reasonable attorneys’ fees and expenses) (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of or resulting from the useor related to (i) any failure by any Servicer to perform its duties or obligations as Servicer hereunder in accordance with this Agreement or to comply with any Applicable Law, ownership or operation by the Servicer or any Affiliate thereof of any Financed Vehicle; (ii) The Servicer any breach of any Servicer’s representations, warranties or covenants under any Transaction Document, (iii) any claim brought by any Person other than an Indemnified Person arising from any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person ’s servicing or collection activities with respect to the transactions contemplated Purchased Receivables or (iv) the failure by a Seller to pay when due any amount described in this Agreement and Section 5(e); provided, however, that in all events there shall be excluded from the Pooling Agreementforegoing indemnification any damages, including any sales, gross receipts, general corporation, Illinois corporate income, tangible personal property, privilege or license taxes (but not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Owner Trustee or the issuance and original sale of the Securities, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the Securities, or any fees or other compensation payable to any such Person) and costs and expenses in defending against the same; (iii) The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Interested Parties from and against any and all costs, expensesclaims, losses, claimscosts, damages, and expenses or liabilities to the extent that such cost, expense, loss, claim, damage, resulting solely from (x) the gross negligence or liability arose out of, willful misconduct of an Indemnified Person as determined in a final non-appealable judgment by a court of competent jurisdiction or was imposed upon such Person through (y) the negligence, willful misfeasance or bad faith failure of the Servicer in the performance of an Account Debtor to pay any sum due under its duties under this Agreement and any other Transfer and Servicing Agreement or Purchased Receivables by reason of reckless disregard the financial or credit condition of its obligations and duties under any of the Transfer and Servicing Agreements; such Account Debtor (iv) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicerincluding, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall indemnify, defend and hold harmless each Trustee and their respective agents, officers, directors and servants, from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with (x) in the case of the Owner Trusteewithout limitation, the Indenture Trustee’s performance occurrence of its duties under the Basic Documents, (y) in the case of the Indenture Trustee, the Owner Trustee’s performance of its duties under the Basic Documents or (z) the acceptance, administration or performance by, or action or inaction of, an Insolvency Event with respect to the applicable Trustee of the trusts Account Debtor). Any amount due and duties contained in this Agreement, the Basic Documents, the Indenture (in the case of the Indenture Trustee), including the administration of the Collateral, and the Trust Agreement (in the case of the Owner Trustee), including the administration of the Owner Trust Estate, except in each case to the extent that such cost, expense, loss, claim, damage or liability: (A) is due to the willful 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 or (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; and (v) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) will indemnify the Owner Trustee in accordance with the provisions specified in Section 6.9 of the Trust Agreement. (b) Indemnification under this Section 6.05 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement or the Trust Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer has made any indemnity payments pursuant to this Section 6.05 and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected be paid to the Servicer, without interestPurchaser’s Account in immediately available funds by no later than the second (2nd) Business Day following demand therefor by the Purchaser.

Servicer Indemnification. The Servicer hereby agrees to indemnify each Indemnified Party from and against Indemnified Amounts awarded against or incurred by any of them (excluding however (a) The Servicer (other than the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof) shall be liable in accordance with this Agreement only Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of the obligations such Indemnified Party and (b) recourse (except as otherwise specifically provided in this Agreement specifically undertaken by the Servicer. Such obligations shall include the followingany Transaction Document) for uncollectible Receivables) relating to or resulting from: (i) The Servicer (other than reliance on any successor Servicer who is not an affiliate of the initial Servicerrepresentation, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall defend, indemnify and hold harmless the Indenture Trustee, the Owner Trustee, the Issuer and the Interested Parties from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of warranty or resulting from the use, ownership covenant made or operation statement made or deemed made by the Servicer (or any Affiliate thereof of its Responsible Officials) under or in connection with any Financed VehicleTransaction Document which shall have been incorrect in any material respect when made or deemed made or which the Servicer shall have failed to perform; (ii) The the failure by the Servicer (other than to comply with any successor Servicer who is not an affiliate Transaction Document or any applicable Requirement of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person Law with respect to the transactions contemplated in this Agreement and the Pooling Agreement, including any sales, gross receipts, general corporation, Illinois corporate income, tangible personal property, privilege Trust Asset or license taxes (but not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Owner Trustee or the issuance and original sale of the Securities, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the Securities, or any fees or other compensation payable to any such Person) and costs and expenses in defending against the samerelated Contract; (iii) The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Interested Parties from and against any and all costs, expenses, losses, claims, damages, and liabilities to the extent that such cost, expense, loss, claim, damage, or liability arose out of, or was imposed upon such Person through the negligence, willful misfeasance or bad faith of failure by the Servicer in the performance of to perform its duties under this Agreement and any other Transfer and Servicing Agreement or by reason of reckless disregard of its obligations and duties under any of the Transfer and Servicing Agreements; (iv) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall indemnify, defend and hold harmless each Trustee and their respective agents, officers, directors and servants, from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with (x) in the case of the Owner Trustee, the Indenture Trustee’s performance of its duties under the Basic Documents, (y) in the case of the Indenture Trustee, the Owner Trustee’s performance of its duties under the Basic Documents or (z) the acceptance, administration or performance by, or action or inaction of, the applicable Trustee of the trusts and duties contained in this Agreement, the Basic Documents, the Indenture (in the case of the Indenture Trustee), including the administration of the Collateral, and the Trust Agreement (in the case of the Owner Trustee), including the administration of the Owner Trust Estate, except in each case to the extent that such cost, expense, loss, claim, damage or liability: (A) is due to the willful 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 or (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; and (v) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) will indemnify the Owner Trustee in accordance with the provisions specified of any Transaction Document, including any failure to so perform in Section 6.9 of the Trust Agreement.connection with servicing, administering or collecting any Receivable; or (biv) Indemnification any commingling of Collections at any time with other funds. The initial Servicer further agrees (whether or not it is the Servicer at the time any claim is made under this Section 6.05 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement or the Trust Agreement sentence) to indemnify (a) each Indemnified Party from and shall include against all reasonable costs and expenses (including reasonable fees and expenses of counsel for such Indemnified Party) incurred by such Indemnified Party in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other Transaction Documents and (b) the Trustee from and against all losses, costs and expenses incurred by the Trustee, but in each case under clause (a) and (b) of litigationthis sentence only to the extent that such costs and expenses were incurred or arose during or with respect to any period in which Zenith (or any of its Affiliates other than the Transferor) is or shall be the Servicer. If the Servicer has made any indemnity payments Indemnification pursuant to this Section 6.05 8.04 shall only be payable from the assets of the Servicer. The agreement contained in this Section 8.04 shall survive the collection of all Receivables, the termination of the Trust and the recipient thereafter collects any payment of all amounts otherwise due hereunder. Any Indemnified Amounts due hereunder shall be payable within fifteen Business Days of submission of a claim by the Indemnified Party which describes in reasonable detail the basis for such amounts from others, the recipient shall promptly repay such amounts collected to the Servicer, without interestclaim.

Servicer Indemnification. (a) The Servicer (other than the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof) shall be liable in accordance with this Agreement only to the extent of the obligations in this Agreement specifically undertaken by the Servicer. Such obligations shall include the following: (i) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall defend, indemnify and hold harmless LFC VI, the Issuer, the Back-up Servicer, the Indenture Trustee, the Owner Trustee, the Issuer Trust Estate and the Interested Parties Noteholders, from and against any and all costsloss, expensesliability, lossesclaim, damagesexpense, claims and liabilities arising out of damage or resulting from the use, ownership injury suffered or operation by the Servicer or any Affiliate thereof of any Financed Vehicle; (ii) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee 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 and the Pooling Agreement, including any sales, gross receipts, general corporation, Illinois corporate income, tangible personal property, privilege or license taxes (but not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Owner Trustee or the issuance and original sale of the Securities, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the Securities, or any fees or other compensation payable to any such Person) and costs and expenses in defending against the same; (iii) The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Interested Parties from and against any and all costs, expenses, losses, claims, damages, and liabilities sustained to the extent that such costloss, liability, claim, expense, loss, claim, damage, damage or liability injury arose out of, of or was imposed upon such Person through the negligence, willful misfeasance or bad faith by reason of the failure by the Servicer in the performance of to perform its duties under this Agreement or are attributable to errors or omissions of the Servicer related to such duties, including without limitation, the inclusion of any Lease Contracts which the Servicer knew or should reasonably have known were not Eligible Lease Contracts as of such date in any computations of Aggregate Eligible IPB (and any other Transfer and Servicing Agreement or related computations) made by reason of reckless disregard of its obligations and duties under any of the Transfer and Servicing Agreements; (iv) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall indemnify, defend and hold harmless each Trustee and their respective agents, officers, directors and servants, from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with (x) in any Funding Notice or Monthly Servicing Report; provided, -------- however, that the case of the Owner Trustee, the Indenture Trustee’s performance of its duties under the Basic Documents, (y) in the case of the Indenture Trustee, the Owner Trustee’s performance of its duties under the Basic Documents or (z) the acceptance, administration or performance by, or action or inaction of, the applicable Trustee of the trusts and duties contained in this Agreement, the Basic Documents, the Indenture (in the case of the Indenture Trustee), including the administration of the Collateral, and the Trust Agreement (in the case of the Owner Trustee), including the administration of the Owner Trust Estate, except in each case Servicer shall not indemnify any party to the extent that acts ------- of fraud, gross negligence or breach of fiduciary duty by such costparty caused such loss, liability, claim, expense, loss, claim, damage or liability: (A) is due to the willful 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 or (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; and (v) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) will indemnify the Owner Trustee in accordance with the provisions specified in Section 6.9 of the Trust Agreementinjury. (b) Indemnification under this Section 6.05 The Servicer shall survive the resignation not be liable for any settlement of any action or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement or the Trust Agreement and shall include claim effected without its reasonable fees and expenses of counsel and expenses of litigationconsent. If the Servicer has made any indemnity payments to the Indenture Trustee, the Back-up Servicer or the Noteholders pursuant to this Section 6.05 5.01 and the recipient such party thereafter collects any of such amounts from others, the recipient shall such party will promptly repay such amounts collected to the Servicer, without interest. The provisions of this Section 5.01 shall survive any expiration or termination of this Agreement.

Servicer Indemnification. (a) The Without limiting any other rights which any Servicer (other than the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof) shall be liable in accordance with this Agreement only to the extent of the obligations in this Agreement specifically undertaken by Indemnified Party may have under any Loan Document or Applicable Law, the Servicer. Such obligations , shall include the following: (i) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicersave, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall defend, indemnify and hold harmless (on an after tax basis) the Indenture TrusteePurchaser, the Owner TrusteeCollateral Agent, the Issuer Administrative Agent and the Interested Parties Lenders, and their respective successors, transferees, participants and assigns and their respective members, officers, directors, employees, representatives and agents (each, a “Servicer Indemnified Party”), forthwith on demand, from and against any and all costsloss, expensesliability, lossesclaim, damagesjudgment, claims and liabilities arising out of or resulting from the usetax, ownership or operation by the Servicer or any Affiliate thereof of any Financed Vehicle; cost, expense (ii) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee 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 and the Pooling Agreement, including any sales, gross receipts, general corporation, Illinois corporate income, tangible personal property, privilege or license taxes (but not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Owner Trustee or the issuance and original sale of the Securities, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the Securities, or any reasonable attorneys’ fees or other compensation payable to any such Person) and costs and expenses of litigation reasonably incurred), damage or injury imposed on, asserted against, awarded against or suffered or sustained by any Servicer Indemnified Party and arising out of, imposed by reason of, incurred in connection with or attributable to (i)(x) the failure by the Servicer to perform its duties as Servicer under this Servicing Agreement, (y) the inaccuracy of any representation or warranty made by it as Servicer hereunder (including any Officer’s Certificate delivered by the Servicer, the Monthly Servicing Report or other information, report or certificate) or (z) a Servicer Default, (ii) errors or omissions of the Servicer related to its duties as Servicer, including computational errors made by it in connection with any Monthly Servicing Report, (iii) its activities as Servicer under or in connection with the Loan Documents or the transactions contemplated thereby, (iv) the failure to vest and maintain vested in the Administrative Agent, as against ACG and the Purchaser and their respective creditors, a first priority perfected security interest in, to and under any and all of the Transferred Receivables, free and clear of any Lien, (v) except as expressly permitted under the terms of the Loan Documents, the commingling of the Transferred Receivables (including the income, payments and/or proceeds thereof) at any time with any other assets of ACG or any other Person, or (vi) the failure to pay or to remit any Tax or other governmental fee or charge required to be paid or remitted by it as Servicer under any Loan Document, all interest and penalties thereon or with respect thereto, and all costs and expenses, including the reasonable fees and expenses of counsel in defending against the same; (iii) The , which relate to the Transferred Receivables and which have not been timely paid by the Servicer; provided, however, that the Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Interested Parties from and against not have any and all costs, expenses, losses, claims, damages, and liabilities obligation to indemnify a Servicer Indemnified Party to the extent that acts of fraud, willful misconduct or gross negligence by such Servicer Indemnified Party caused such loss, liability, claim, judgment, tax, cost, expense, loss, claim, damage, or liability arose out of, or was imposed upon such Person through the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement and any other Transfer and Servicing Agreement or by reason of reckless disregard of its obligations and duties under any of the Transfer and Servicing Agreements; (iv) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall indemnify, defend and hold harmless each Trustee and their respective agents, officers, directors and servants, from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with (x) in the case of the Owner Trustee, the Indenture Trustee’s performance of its duties under the Basic Documents, (y) in the case of the Indenture Trustee, the Owner Trustee’s performance of its duties under the Basic Documents or (z) the acceptance, administration or performance by, or action or inaction of, the applicable Trustee of the trusts and duties contained in this Agreement, the Basic Documents, the Indenture (in the case of the Indenture Trustee), including the administration of the Collateral, and the Trust Agreement (in the case of the Owner Trustee), including the administration of the Owner Trust Estate, except in each case to the extent that such cost, expense, loss, claim, damage or liability: (A) is due to the willful misfeasanceinjury imposed on, bad faith asserted against, awarded against 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 suffered or warranties in Section 6.13 of the Indenture or (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; and (v) The sustained by such Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) will indemnify the Owner Trustee in accordance with the provisions specified in Section 6.9 of the Trust AgreementIndemnified Party. (b) Indemnification under this Section 6.05 shall survive Upon the resignation occurrence of a Servicer Default and delivery of a Servicer Termination Notice, the outgoing Servicer agrees to pay on demand (or removal to reimburse the Purchaser for), to the Collateral Agent, the Administrative Agent and the Lenders, as applicable, any out of the Owner Trustee or the Indenture Trustee or the termination of this Agreement or the Trust Agreement pocket costs and shall include expenses (including reasonable fees and expenses of counsel and expenses of litigation. If litigation reasonably incurred) incurred by any such Person in connection with enforcement of termination of the outgoing Servicer as Servicer and installation of the successor Servicer, provided, however, that the outgoing Servicer agrees also to pay on demand (or to reimburse the Administrative Agent and the Lenders for) the reasonable out of pocket costs and expenses (including reasonable fees and expenses of counsel and expenses of litigation reasonably incurred) of the Collateral Agent, the Administrative Agent and the Lenders, as applicable, incurred by any such Person in connection with a foreclosure on the Transferred Receivables caused by or related to such Servicer Default (it being understood that the cost of foreclosure does not include any costs of servicing and enforcing the Transferred Receivables after such foreclosure). (c) The Purchaser shall have the right to, and at the direction of the Administrative Agent shall, set-off any indemnification amounts due from the Servicer has made any indemnity payments pursuant to under this Section 6.05 6.1 against amounts owed to the Servicer by the Purchaser. Upon any such set-off, the Purchaser shall give notice to the Servicer and the recipient thereafter collects any Administrative Agent of such the amount thereof and the reasons therefor. (d) The provisions of this Section 6.1 shall survive the payment in full of all amounts from othersdue and owing to the Collateral Agent, the recipient shall promptly repay such amounts collected to Administrative Agent or the Lenders under the Credit Agreement, the termination of the Credit Agreement and any expiration or termination of this Servicing Agreement or the appointment of any successor Servicer, without interest.

Servicer Indemnification. (a) The Each Servicer (other than the Indenture Trustee in its capacity as successor Servicer pursuant hereby agrees to Section 7.03 hereof) shall be liable in accordance with this Agreement only to the extent of the obligations in this Agreement specifically undertaken by the Servicer. Such obligations shall include the following: (i) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall defend, indemnify and hold harmless the Indenture TrusteeAdministrative Agent, the Owner TrusteeBuyers, the Issuer Platform Administrator and the Interested Parties any Platform Provider and their respective officers, directors, agents, representatives, shareholders, counsel, employees and each of their respective Affiliates, successors and assigns (each, an “Indemnified Person”) from and against any and all costsdamages, expensesclaims, losses, damagescosts, claims expenses and liabilities (including, without limitation, reasonable and documented attorneys’ fees and expenses) (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of or resulting from or related to (i) any failure by any Servicer to perform its duties or obligations as Servicer hereunder in accordance with this Agreement or to comply in all material respects with any Applicable Law in connection with the use, ownership or operation by the Servicer Transaction Documents or any Affiliate thereof of any Financed Vehicle; Purchased Receivables, (ii) The Servicer any breach of any Servicer’s (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liabilityServicer) shall indemnifyrepresentations, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee warranties or covenants under any Transaction Document or (iii) any claim brought by any Person other than an Indemnified Person arising from and against any taxes that may at any time be asserted against any such Person Servicer’s servicing or collection activities with respect to the transactions contemplated Purchased Receivables; provided, however, that in this Agreement and all events there shall be excluded from the Pooling Agreementforegoing indemnification any damages, including any sales, gross receipts, general corporation, Illinois corporate income, tangible personal property, privilege or license taxes (but not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Owner Trustee or the issuance and original sale of the Securities, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the Securities, or any fees or other compensation payable to any such Person) and costs and expenses in defending against the same; (iii) The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Interested Parties from and against any and all costs, expensesclaims, losses, claimscosts, damages, and expenses or liabilities to the extent that such cost, expense, loss, claim, damage, or liability arose out of, or was imposed upon such Person through the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement and any other Transfer and Servicing Agreement or by reason of reckless disregard of its obligations and duties under any of the Transfer and Servicing Agreements; (iv) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall indemnify, defend and hold harmless each Trustee and their respective agents, officers, directors and servants, resulting solely from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with (x) in the case gross negligence or willful misconduct of the Owner Trustee, the Indenture Trustee’s performance applicable Indemnified Person and/or any of its duties under the Basic DocumentsRelated Indemnified Persons as determined in a final non-appealable judgment by a court of competent jurisdiction, (y) in the case failure of an Account Debtor to pay any sum due under its Purchased Receivables by reason of the Indenture Trusteefinancial or credit condition of such Account Debtor (including, without limitation, the Owner Trustee’s performance occurrence of its duties under an Insolvency Event with respect to the Basic Documents applicable Account Debtor), or (z) any action taken by the acceptance, administration Administrative Agent or performance by, or action or inaction of, any Buyer without the applicable Trustee consent of the trusts and duties contained in this AgreementServicer, the Basic Documents, the Indenture (in the case of the Indenture Trustee), including the administration of the Collateral, and the Trust Agreement (in the case of the Owner Trustee), including the administration of the Owner Trust Estate, except in each case at any time prior to the extent that Servicer’s removal as Servicer with respect to such cost, expense, loss, claim, damage or liability: (A) is due to the willful 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 or (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; and (v) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) will indemnify the Owner Trustee Purchased Receivable in accordance with the provisions specified in Section 6.9 clause (j) of the Trust Agreement. (b) Indemnification under this Section 6.05 shall survive 5 to compromise or settle its claim against the resignation or removal applicable Account Debtor in respect of the Owner Trustee or the Indenture Trustee or the termination of this Agreement or the Trust Agreement any such Purchased Receivable. Any amount due and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer has made any indemnity payments payable pursuant to this Section 6.05 and the recipient thereafter collects any of such amounts from others, the recipient clause shall promptly repay such amounts collected be paid to the Servicer, without interestAdministrative Agent’s Account in immediately available funds by no later than the first Settlement Date following demand therefor by the Administrative Agent.

Servicer Indemnification. (a) The Servicer (other than the Indenture Trustee in its capacity as successor Servicer pursuant hereby agrees to Section 7.03 hereof) shall be liable in accordance with this Agreement only to the extent of the obligations in this Agreement specifically undertaken by the Servicer. Such obligations shall include the following: (i) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall defend, indemnify and hold harmless the Indenture TrusteeBuyer and its officers, the Owner Trusteedirectors, the Issuer employees, representatives, agents and the Interested Parties each of their respective Affiliates, successors and assigns (each, an “Indemnified Person”) from and against any and all costsdamages, expensesclaims, losses, damagescosts, claims expenses and liabilities (including, without limitation, reasonable and documented attorneys’ fees and expenses) (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of or resulting from the use, ownership or operation related to (i) any failure by the Servicer to perform its duties or obligations as Servicer hereunder in accordance with this Agreement or to comply with any Affiliate thereof of any Financed Vehicle; Applicable Law, (ii) The Servicer any breach of the Servicer’s representations, warranties or covenants under any Transaction Document or (iii) any claim brought by any Person other than any successor Servicer who is not an affiliate of Indemnified Person arising from the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person ’s servicing or collection activities with respect to the transactions contemplated Purchased Receivables; provided, however, that in this Agreement and all events there shall be excluded from the Pooling Agreementforegoing indemnification any damages, including any salesclaims, losses, costs, expenses or liabilities to the extent (a) a final judgment of a court of competent jurisdiction holds that such amounts resulted from gross receipts, general corporation, Illinois corporate income, tangible personal property, privilege negligence or license taxes (but not including any taxes asserted with respect to, and as willful misconduct of the date ofIndemnified Person seeking indemnification, (b) due to the sale credit risk of the Receivables Account Debtor and for which reimbursement would constitute recourse to the Owner Trustee Seller or the issuance and original sale of the Securities, or asserted with respect to ownership of the Servicer for uncollectible Receivables, or federal or (c) such amounts constitute Taxes other income taxes arising out of distributions on the Securities, or than any fees or other compensation payable to any such Person) and costs and expenses in defending against the same; (iii) The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Interested Parties from and against any and all costs, expenses, Taxes that represent losses, claims, damages, and liabilities to the extent that such cost, expense, loss, etc. arising from any non-Tax claim, damage, or liability arose out of, or was imposed upon (d) the same have been fully and finally paid in cash to such Indemnified Person through the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement and pursuant to any other Transfer and Servicing Agreement or by reason of reckless disregard of its obligations and duties under any of the Transfer and Servicing Agreements; (iv) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall indemnify, defend and hold harmless each Trustee and their respective agents, officers, directors and servants, from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with (x) in the case of the Owner Trustee, the Indenture Trustee’s performance of its duties under the Basic Documents, (y) in the case of the Indenture Trustee, the Owner Trustee’s performance of its duties under the Basic Documents or (z) the acceptance, administration or performance by, or action or inaction of, the applicable Trustee of the trusts and duties contained in this Agreement, the Basic Documents, the Indenture (in the case of the Indenture Trustee), including the administration of the Collateral, and the Trust Agreement (in the case of the Owner Trustee), including the administration of the Owner Trust Estate, except in each case to the extent that such cost, expense, loss, claim, damage or liability: (A) is due to the willful 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 or (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; and (v) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) will indemnify the Owner Trustee in accordance with the provisions specified in Section 6.9 of the Trust Agreement. (b) Indemnification under this Section 6.05 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination provision of this Agreement or any other Transaction Document or (e) the Trust same are expressly excluded by any provision of this Agreement and or any other Transaction Document; provided, however that nothing contained in this sentence shall include reasonable fees and expenses limit the liability of counsel and expenses of litigation. If Seller or the Servicer has made or limit the recourse of any indemnity payments Indemnified Person to the Seller or the Servicer for any amounts otherwise specifically provided to be paid by the Seller or the Servicer hereunder. Subject to Section 4(l) below, any amount due and payable pursuant to this Section 6.05 and the recipient thereafter collects any of such amounts from others, the recipient section shall promptly repay such amounts collected be paid to the Servicer, without interestBuyer’s Account in immediately available funds by no later than the first Weekly Settlement Date following demand therefor by the Buyer.

Servicer Indemnification. (a) The Servicer (other than the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof) shall be liable in accordance with this Agreement only to the extent of the obligations in this Agreement specifically undertaken by the Servicer. Such obligations shall include the following: (i) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall defend, indemnify and hold harmless each of the Indenture TrusteeCompany, the Owner Trustee, the Issuer Agent and the Interested Parties Lenders, their respective Affiliates and the directors, officers, employees and agents of each thereof (the “Indemnified Parties”), from and against against: (a) any and all costs, expenses, losses, damages, claims and liabilities arising out breach of or resulting from the use, ownership any inaccuracy in any representation or operation warranty made by the Servicer in this Agreement or in any Affiliate thereof of any Financed Vehiclecertificate delivered pursuant thereto; (iib) The any breach of or failure by the Servicer (other than to perform any successor Servicer who is not an affiliate covenant or obligation of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to the transactions set out or contemplated in this Agreement and (except for any such breach or failure which has been fully remedied in accordance with Section 4.03); (c) the Pooling negligence, recklessness or willful misconduct of the Servicer; (d) any dispute, counterclaim, defense, loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of any act or failure to act on the part of the Servicer with respect to its obligations under this Agreement, including any sales, gross receipts, general corporation, Illinois corporate income, tangible personal property, privilege or license taxes (but not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Owner Trustee or the issuance and original sale of the Securities, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the Securities, or any fees or other compensation payable limited to any such Person) judgment, award, settlement, reasonable attorneys’ fees and other reasonable costs and or expenses in defending against the same; (iii) The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Interested Parties from and against any and all costs, expenses, losses, claims, damages, and liabilities to the extent that such cost, expense, loss, claim, damage, or liability arose out of, or was imposed upon such Person through the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement and any other Transfer and Servicing Agreement or by reason of reckless disregard of its obligations and duties under any of the Transfer and Servicing Agreements; (iv) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall indemnify, defend and hold harmless each Trustee and their respective agents, officers, directors and servants, from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the defense of any actual or threatened action, proceeding or claim; (xe) any failure by the Servicer to comply with any applicable Law with respect to any Railcar or Lease; (f) the commingling by the Servicer of Equipment Lease Proceeds at any time with any other funds; or (g) any inability to obtain any judgment in or utilize the court or other adjudication system of, any jurisdiction in which a Equipment Lessee may be located as a result of the failure of the Servicer to qualify to do business or file any notice of business activity report or any similar report; provided, however, that (i) the Servicer shall not indemnify the Indemnified Parties if such acts, omissions or alleged acts or omissions constitute fraud, gross negligence, or willful misconduct by such Indemnified Party, (ii) the Servicer shall not indemnify the Indemnified Parties for any liability, cost or expense of the Collateral with respect to any federal, state or local income or franchise taxes (or any interest or penalties with respect thereto) required to be paid by the Agent or the Lenders in connection herewith to any taxing authority, and (iii) in the case event that a Successor Servicer shall succeed to the duties of the Owner TrusteeServicer, the Indenture Trustee’s performance provisions of its duties under the Basic Documents, (y) in the case this Section 5.03 shall not apply to such Successor Servicer unless expressly agreed to thereby. The provisions of the Indenture Trustee, the Owner Trustee’s performance this Section 5.03 shall survive any expiration or termination of its duties under the Basic Documents or (z) the acceptance, administration or performance by, or action or inaction of, the applicable Trustee of the trusts and duties contained in this Agreement, the Basic Documents, the Indenture (in the case of the Indenture Trustee), including the administration of the Collateral, and the Trust Agreement (in the case of the Owner Trustee), including the administration of the Owner Trust Estate, except in each case . Any indemnification owed to the extent that such cost, expense, loss, claim, damage or liability: (A) is due to the willful 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 or (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; and (v) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) will indemnify the Owner Trustee in accordance with the provisions specified in Section 6.9 of the Trust Agreement. (b) Indemnification Indemnified Parties under this Section 6.05 5.03 shall survive the resignation or removal be due and payable within 30 days of the Owner Trustee or the Indenture Trustee or the termination of this Agreement or the Trust Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer has made any indemnity payments pursuant to this Section 6.05 and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Servicer, without interestapplicable Indemnified Party’s demand therefor.

Servicer Indemnification. (a) The Servicer (other than the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof) shall be liable in accordance with this Agreement herewith only to the extent of the obligations in this Agreement specifically undertaken by the Servicer. Such obligations shall include Servicer and the following:representations made by the Servicer under this Agreement. (ia) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall defend, indemnify and hold harmless the Indenture Trustee, the Owner Trustee, the Issuer and the Interested Parties from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of any Financed Vehicle; (ii) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall indemnify, defend and hold harmless the Trust, the Owner Trustee, the Indenture Trustee, the Interestholders and the Seller and any of the officers, directors, employees and agents of each such Person, from and against any taxes that may at any time be asserted against any of such parties with respect to the transactions contemplated in this Agreement, including any sales, gross receipts, tangible or intangible personal property, privilege or license taxes (but not including any federal or other income taxes, including franchise taxes asserted with respect to, and as of the date of, the transfer of the Conveyed Assets to the Trust or the issuance and original sale of the Investor Interests), and any reasonable costs and expenses in defending against the same. (b) The Servicer shall indemnify, defend and hold harmless the Trust, the Owner Trustee, the Indenture Trustee, the Interestholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee and the Indenture Trustee 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 and the Pooling Agreement, including any sales, gross receipts, general corporation, Illinois corporate income, tangible personal property, privilege or license taxes (but not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Owner Trustee or the issuance and original sale of the Securities, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the Securities, or any fees or other compensation payable to any such Person) and costs and expenses in defending against the same; (iii) The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Interested Parties from and against any and all costs, fees, expenses, losses, claims, damages, damages and liabilities to the extent that such cost, expense, loss, claim, damage, damage or liability arose out of, or was imposed upon any such Person through through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement and any other Transfer and Servicing Agreement or by reason of reckless disregard of its obligations and duties under this Agreement, including, without limitation any of the Transfer and Servicing Agreements; (iv) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall indemnify, defend and hold harmless each Trustee and their respective agents, officers, directors and servants, from and against all costs, fees, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with (x) in from the case failure of the Owner Trustee, Servicer to ensure that each Manufactured Housing Receivable is the Indenture Trustee’s performance subject of its duties under the Basic Documents, (y) in the case a valid and enforceable obligation of the Indenture Trustee, related Manufacturer to repurchase the Owner Trustee’s performance related manufactured housing at the option of TFC (or its duties assignees) upon the occurrence of a default by the related Dealer under the Basic Documents or (z) the acceptance, administration or performance by, or action or inaction of, the applicable Trustee of the trusts and duties contained in this Agreement, the Basic Documents, the Indenture (in the case of the Indenture Trustee), including the administration of the Collateral, and the Trust Agreement (in the case of the Owner Trustee), including the administration of the Owner Trust Estate, except in each case to the extent that such cost, expense, loss, claim, damage or liability: (A) is due to the willful 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 or (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; and (v) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) will indemnify the Owner Trustee in accordance with the provisions specified in Section 6.9 of the Trust AgreementManufactured Housing Receivable. (bc) Indemnification under this Section 6.05 6.4 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee Servicer or the termination of this Agreement or with respect to acts of the Trust Agreement Servicer prior thereto, and shall include reasonable fees and expenses of counsel and reasonable expenses of litigation. For purposes of this Section 6.4, in the event of the termination of the rights and obligations of TFC (or any successor thereto pursuant to Section 6.2) as Servicer pursuant to Section 7.1, or the resignation by such Servicer pursuant to Section 6.5, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 7.2. If the Servicer has shall have made any indemnity payments pursuant to this Section 6.05 6.4 and the recipient Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, the recipient such Person shall promptly repay such amounts collected to the Servicer, without interest.

Servicer Indemnification. (a) The Each Servicer (other than the Indenture Trustee in its capacity as successor Servicer pursuant hereby agrees to Section 7.03 hereof) shall be liable in accordance with this Agreement only to the extent of the obligations in this Agreement specifically undertaken by the Servicer. Such obligations shall include the following: (i) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall defend, indemnify and hold harmless the Indenture Trustee, the Owner Trustee, the Issuer Administrative Agent and the Interested Parties Buyers and their respective officers, directors, agents, representatives, shareholders, counsel, employees and each of their respective Affiliates, successors and assigns (each, an “Indemnified Person”) from and against any and all costsdamages, expensesclaims, losses, damagescosts, claims expenses and liabilities (including, without limitation, reasonable and documented attorneys’ fees and expenses) (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of or resulting from or related to (i) any failure by any Servicer to perform its duties or obligations as Servicer hereunder in accordance with this Agreement or to comply in all material respects with any Applicable Law in connection with the use, ownership or operation by the Servicer Transaction Documents or any Affiliate thereof of any Financed Vehicle; Purchased Receivables, (ii) The Servicer any breach of any Servicer’s (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liabilityServicer) shall indemnifyrepresentations, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee warranties or covenants under any Transaction Document or (iii) any claim brought by any Person other than an Indemnified Person arising from and against any taxes that may at any time be asserted against any such Person Servicer’s servicing or collection activities with respect to the transactions contemplated Purchased Receivables; provided, however, that in this Agreement and all events there shall be excluded from the Pooling Agreementforegoing indemnification any damages, including any sales, gross receipts, general corporation, Illinois corporate income, tangible personal property, privilege or license taxes (but not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Owner Trustee or the issuance and original sale of the Securities, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the Securities, or any fees or other compensation payable to any such Person) and costs and expenses in defending against the same; (iii) The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Interested Parties from and against any and all costs, expensesclaims, losses, claimscosts, damages, and expenses or liabilities to the extent that such cost, expense, loss, claim, damage, or liability arose out of, or was imposed upon such Person through the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement and any other Transfer and Servicing Agreement or by reason of reckless disregard of its obligations and duties under any of the Transfer and Servicing Agreements; (iv) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall indemnify, defend and hold harmless each Trustee and their respective agents, officers, directors and servants, resulting solely from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with (x) in the case gross negligence or willful misconduct of the Owner Trustee, the Indenture Trustee’s performance anthe applicable Indemnified Person and/or any of its duties under the Basic DocumentsRelated Indemnified Persons as determined in a final non-appealable judgment by a court of competent jurisdiction, (y) in the case failure of an Account Debtor to pay any sum due under its Purchased Receivables by reason of the Indenture Trusteefinancial or credit condition of such Account Debtor (including, without limitation, the Owner Trustee’s performance occurrence of its duties under an Insolvency Event with respect to the Basic Documents applicable Account Debtor), or (z) any action taken by the acceptance, administration Administrative Agent or performance by, or action or inaction of, any Buyer without the applicable Trustee consent of the trusts and duties contained in this AgreementServicer, the Basic Documents, the Indenture (in the case of the Indenture Trustee), including the administration of the Collateral, and the Trust Agreement (in the case of the Owner Trustee), including the administration of the Owner Trust Estate, except in each case at any time prior to the extent that Servicer’s removal as Servicer with respect to such cost, expense, loss, claim, damage or liability: (A) is due to the willful 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 or (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; and (v) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) will indemnify the Owner Trustee Purchased Receivable in accordance with the provisions specified in Section 6.9 clause (j) of the Trust Agreement. (b) Indemnification under this Section 6.05 shall survive 5 to compromise or settle its claim against the resignation or removal applicable Account Debtor in respect of the Owner Trustee or the Indenture Trustee or the termination of this Agreement or the Trust Agreement any such Purchased Receivable. Any amount due and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer has made any indemnity payments payable pursuant to this Section 6.05 and the recipient thereafter collects any of such amounts from others, the recipient clause shall promptly repay such amounts collected be paid to the Servicer, without interestAdministrative Agent’s Account in immediately available funds by no later than the first Settlement Date following demand therefor by the Administrative Agent.

Servicer Indemnification. (a) The Each Servicer (other than the Indenture Trustee in its capacity as successor Servicer pursuant hereby agrees to Section 7.03 hereof) shall be liable in accordance with this Agreement only to the extent of the obligations in this Agreement specifically undertaken by the Servicer. Such obligations shall include the following: (i) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall defend, indemnify and hold harmless the Indenture Trustee, the Owner Trustee, the Issuer Administrative Agent and the Interested Parties Buyers and their respective officers, directors, agents, representatives, shareholders, counsel, employees and each of their respective Affiliates, successors and assigns (each, an “Indemnified Person”) from and against any and all costsdamages, expensesclaims, losses, damagescosts, claims expenses and liabilities (including, without limitation, reasonable and documented attorneys’ fees and expenses) (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of or resulting from or related to (i) any failure by any Servicer to perform its duties or obligations as Servicer hereunder in accordance with this Agreement or to comply in all material respects with any Applicable Law in connection with the use, ownership or operation by the Servicer Transaction Documents or any Affiliate thereof of any Financed Vehicle; Purchased Receivables, (ii) The Servicer any breach of any Servicer’s (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liabilityServicer) shall indemnifyrepresentations, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee warranties or covenants under any Transaction Document or (iii) any claim brought by any Person other than an Indemnified Person arising from and against any taxes that may at any time be asserted against any such Person Servicer’s servicing or collection activities with respect to the transactions contemplated Purchased Receivables; provided, however, that in this Agreement and all events there shall be excluded from the Pooling Agreementforegoing indemnification any damages, including any sales, gross receipts, general corporation, Illinois corporate income, tangible personal property, privilege or license taxes (but not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Owner Trustee or the issuance and original sale of the Securities, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the Securities, or any fees or other compensation payable to any such Person) and costs and expenses in defending against the same; (iii) The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Interested Parties from and against any and all costs, expensesclaims, losses, claimscosts, damages, and expenses or liabilities to the extent that such cost, expense, loss, claim, damage, or liability arose out of, or was imposed upon such Person through the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement and any other Transfer and Servicing Agreement or by reason of reckless disregard of its obligations and duties under any of the Transfer and Servicing Agreements; (iv) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall indemnify, defend and hold harmless each Trustee and their respective agents, officers, directors and servants, resulting solely from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with (x) the gross negligence or willful misconduct of an Indemnified Person as determined in the case a final non-appealable judgment by a court of the Owner Trustee, the Indenture Trustee’s performance of its duties under the Basic Documentscompetent jurisdiction, (y) in the case failure of an Account Debtor to pay any sum due under its Purchased Receivables by reason of the Indenture Trusteefinancial or credit condition of such Account Debtor (including, without limitation, the Owner Trustee’s performance occurrence of its duties under an Insolvency Event with respect to the Basic Documents applicable Account Debtor), or (z) any action taken by the acceptance, administration Administrative Agent or performance by, or action or inaction of, any Buyer without the applicable Trustee consent of the trusts and duties contained in this AgreementServicer, the Basic Documents, the Indenture (in the case of the Indenture Trustee), including the administration of the Collateral, and the Trust Agreement (in the case of the Owner Trustee), including the administration of the Owner Trust Estate, except in each case at any time prior to the extent that Servicer’s removal as Servicer with respect to such cost, expense, loss, claim, damage or liability: (A) is due to the willful 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 or (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; and (v) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) will indemnify the Owner Trustee Purchased Receivable in accordance with the provisions specified in Section 6.9 clause (j) of the Trust Agreement. (b) Indemnification under this Section 6.05 shall survive 5 to compromise or settle its claim against the resignation or removal applicable Account Debtor in respect of the Owner Trustee or the Indenture Trustee or the termination of this Agreement or the Trust Agreement any such Purchased Receivable. Any amount due and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer has made any indemnity payments payable pursuant to this Section 6.05 and the recipient thereafter collects any of such amounts from others, the recipient clause shall promptly repay such amounts collected be paid to the Servicer, without interestAdministrative Agent’s Account in immediately available funds by no later than the first Settlement Date following demand therefor by the Administrative Agent.

Servicer Indemnification. (a) The Servicer (other than the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof) shall be liable in accordance with this Agreement only to the extent of the obligations in this Agreement specifically undertaken by the Servicer. Such obligations shall include the following: (i) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall defend, indemnify and hold harmless Issuer, the Indenture Certificate Trust, the Certificate Trust Trustee, the Owner TrusteeTrustee and Indenture Trustee (unless acting as Servicer), the Issuer and the Interested Parties their respective officers, directors, employees and agents (each, an "Indemnified Person"), from and against any and all costsloss, expensesliability, lossesexpense, damagesdamage or injury (i) suffered or sustained by reason of any acts or omissions or alleged acts or omissions of Servicer with respect to activities of the Certificate Trust, claims and liabilities arising out of Issuer, Indenture Trustee, Certificate Trust Trustee or resulting from the use, ownership or operation by the Servicer Owner Trustee pursuant to this Agreement or any Affiliate thereof of any Financed Vehicle; other Transaction Document, or (ii) The Servicer (arising from or incurred in connection with Owner Trustee's administration of Issuer and the performance of its duties pursuant to this Agreement or any other than any successor Servicer who is not an affiliate of the initial ServicerTransaction Document, including any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood defense of any actual or threatened action, proceeding or claim; provided, however, that the removed Servicer shall retain not indemnify any such liability) Indemnified Person if such acts, omissions or alleged acts or omissions constitute or are caused by fraud, negligence, or willful misconduct by such Indemnified Person; and provided, further, that Servicer shall indemnify, defend and hold harmless the not indemnify Issuer, the Certificate Trust or any Noteholder or Note Owner Trustee and the Indenture Trustee from and against for any taxes that may at any time be asserted against any such Person liabilities, costs or expenses with respect to any action taken by Certificate Trust Trustee, at the transactions contemplated in this Agreement direction of Holders of the Notes and the Pooling AgreementInvestor Certificates, including any sales, gross receipts, general corporation, Illinois corporate income, tangible personal property, privilege or license taxes (but not including any taxes asserted with respect to, and as by Indenture Trustee at the direction of the date ofNoteholders, in either case, given in accordance with the applicable Transaction Documents; and provided, further, that Servicer shall not indemnify Issuer, the sale Certificate Trust or any Noteholder or Note Owner as to any losses, claims or damages incurred by any of them as owners of secured notes, for example, as a result of the Receivables to the Owner Trustee or the issuance and original sale of the Securities, or asserted with respect to ownership performance of the Receivables, market fluctuations, a shortfall or federal failure to make payment under any Enhancement or other income taxes arising out similar market or investment risks associated with ownership of distributions on the Securitiessecured notes; and provided, or any fees or other compensation payable to any such Person) and costs and expenses in defending against the same; (iii) The further, that Servicer shall indemnify, defend and hold harmless the not indemnify Issuer, the Certificate Trust or any Noteholder or Note Owner Trusteefor any liabilities, costs or expenses of the Receivables Trust, Issuer, 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 Issuer, the Noteholders or the Note Owners in connection herewith to any taxing authority. Any such indemnifications under this Section 5.04 shall not be payable from the assets of Issuer or the Certificate Trust and shall be subordinated to the Notes. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. Servicer shall also indemnify Indenture Trustee as provided in Section 6.07 of the Indenture. (a) Servicer shall not be liable under this Section 5.04 for any settlement of any claim or action effected without its prior written consent, which shall not be unreasonably withheld. (b) Promptly after receipt by an injured party under this Section 5.04 of notice of the commencement of any action or proceeding for which such injured party is entitled to indemnification under this Section 5.04, such injured party will, if a claim in respect thereof is to be made against Servicer under this Section 5.04, notify Servicer of the commencement thereof; but the omission to so notify Servicer (i) will not relieve it from any liability under Section 5.04 unless and the Interested Parties from and against any and all costs, expenses, losses, claims, damages, and liabilities to the extent that such cost, expense, loss, claim, damagefailure to notify results in the forfeiture by Servicer, or liability arose out ofthe material impairment, of substantial rights and defenses and (ii) will not, in any event, relieve Servicer from any obligations to any injured party that are in addition to the indemnification obligation provided in this Section 5.04. If any such action or proceeding is brought that involves any injured party, the injured party shall promptly notify Servicer of the commencement thereof and Servicer will be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such injured party; provided, however, that if (x) the use of counsel chosen by Servicer to represent the injured party would present such counsel with a conflict of interest which, if such counsel had been retained, would have required such counsel to withdraw from such representation, (y) the injured party shall have been advised by counsel that there may be one or more legal defenses available to it that are different from or additional to those available to Servicer or to other indemnified parties, or was imposed upon such Person through (z) Servicer shall not have employed counsel satisfactory to the negligence, willful misfeasance or bad faith injured party to represent the injured party within a reasonable time after receipt by Servicer of notice of the institution of such action or proceeding, then, in each such case, (1) Servicer shall not have the right to direct the defense of such action on behalf of such injured party or parties, (2) such injured party or parties shall have the right to select separate counsel to defend such action on behalf of such injured party or parties (provided that, if more than one injured party is subject to the circumstances described in clause (y), then, to the performance extent permitted by the rules of its duties under this Agreement professional conduct applicable to attorneys, all such indemnified parties shall be represented by one such separate counsel) and any other Transfer (3) all costs and Servicing Agreement expenses of each such injured party in connection with such action or proceeding shall be paid by reason of reckless disregard of its obligations and duties under any of the Transfer and Servicing Agreements; (iv) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that 5.04(a) above. Servicer may settle any claim for which an injured party seeks indemnification under this Section 5.04 so long as (A) Servicer pays the removed settlement in full and (B) as a result thereof, the injured party is released from all liability under such claim. (c) After notice from Servicer shall retain to such liability) shall indemnifyinjured party of Servicer's election so to assume the defense thereof and approval by such injured party of counsel appointed to defend such action, defend and hold harmless each Trustee and their respective agents, officers, directors and servants, from and against all costs, Servicer will not be liable to such injured party under this Section 5.04 for any legal or other expenses, lossesother than reasonable costs of investigation, claims, damages and liabilities arising out of or subsequently incurred by such injured party in connection with the defense thereof, unless (x) in the case of the Owner Trustee, the Indenture Trustee’s performance of its duties under the Basic Documents, (y) in the case of the Indenture Trustee, the Owner Trustee’s performance of its duties under the Basic Documents or (zi) the acceptance, administration or performance by, or action or inaction of, the applicable Trustee of the trusts and duties contained in this Agreement, the Basic Documents, the Indenture (in the case of the Indenture Trustee), including the administration of the Collateral, and the Trust Agreement (in the case of the Owner Trustee), including the administration of the Owner Trust Estate, except in each case to the extent that such cost, expense, loss, claim, damage or liability: (A) is due to the willful 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 or (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; and (v) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer injured party shall retain such liability) will indemnify the Owner Trustee have employed separate counsel in accordance with the provisions specified immediately preceding paragraph or (ii) Servicer has authorized in Section 6.9 writing the employment of counsel for the Trust Agreementinjured party at the expense of Servicer. If Servicer assumes the defense of any such action or proceeding, the injured party shall have the right to employ separate counsel therein, and to participate in the defense thereof, but the fees and expenses of such counsel shall be borne exclusively by such injured party without any right or entitlement to reimbursement by Servicer or its Affiliates except as otherwise provided in the preceding sentence and in the preceding paragraph. (bd) Indemnification under The provisions of this Section 6.05 5.04 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement or the Trust Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer has made any indemnity payments pursuant to this Section 6.05 and the recipient thereafter collects any earlier removal or resignation of such amounts from others, the recipient shall promptly repay such amounts collected to the Servicer, without interestOwner Trustee.

Servicer Indemnification. (a) The Servicer (other than the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof) shall be liable in accordance with this Agreement only to the extent of the obligations in this Agreement specifically undertaken by the Servicer. Such obligations shall include the following: (i) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall defend, indemnify and hold harmless the Indenture Trustee, the Owner Trustee, the Issuer and the Interested Parties each Indemnified Party from and against Indemnified Amounts suffered or sustained by reason of any and all costs, expenses, losses, damages, claims and liabilities arising out of or resulting from the use, ownership or operation breach by the Servicer of its representations and warranties or any Affiliate thereof obligations under this Indenture, excluding, however, Indemnified Amounts to the extent resulting from (i) willful miscon- duct, bad faith, gross negligence, the reckless disregard by such Indemnified Party of any Financed Vehicle; of his, her or its obligations and duties, (ii) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicerrecourse for uncollectible Issuer Loans, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee 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 and the Pooling Agreement, including any sales, gross receipts, general corporation, Illinois corporate income, tangible personal property, privilege or license taxes (but not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Owner Trustee or the issuance and original sale of the Securities, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the Securities, or any fees or other compensation payable to any such Person) and costs and expenses in defending against the same; (iii) The Servicer shall indemnifylost profits or for consequential, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Interested Parties from and against any and all costs, expenses, losses, claims, damages, and liabilities to the extent that such cost, expense, loss, claim, damage, special or liability arose out of, punitive damages or was imposed upon such Person through the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement and any other Transfer and Servicing Agreement or by reason of reckless disregard of its obligations and duties under any of the Transfer and Servicing Agreements; (iv) The Servicer any income or franchise taxes (or any interest or penalties with respect thereto) or other than any successor Servicer who is not an affiliate taxes on or measured by the gross or net income or receipts of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall indemnify, defend and hold harmless each Trustee and their respective agents, officers, directors and servants, from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with (x) in the case of the Owner Trustee, the Indenture Trustee’s performance of its duties under the Basic Documents, (y) in the case of the Indenture Trustee, the Owner Trustee’s performance of its duties under the Basic Documents Indemnified Party or (zexcept as otherwise provided in any Supplement) the acceptanceany withholding taxes, administration or performance by, or action or inaction of, the applicable Trustee of the trusts and duties contained in this Agreement, the Basic Documents, the Indenture (in the case of the Indenture Trustee), including the administration of the Collateral, and the Trust Agreement (in the case of the Owner Trustee), including the administration of the Owner Trust Estate, except in each case to the extent that such cost, expense, loss, claim, damage Indemnified Amounts are incurred by such Indemnified Party arising out of or liability: (A) is due as a result of this Indenture or the security interest conveyed hereunder in Pledged Assets or in respect of any Issuer Loan or any Loan Document or the Loan Purchase Agreement. Indemnification pursuant to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Person seeking to this Section 8.04 shall not 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 Pledged Assets. The agreement contained in Section 6.13 of the Indenture or (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; and (v) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) will indemnify the Owner Trustee in accordance with the provisions specified in Section 6.9 of the Trust Agreement. (b) Indemnification under this Section 6.05 8.04 shall survive the resignation or removal collection of all Issuer Loans, the payment of all amounts otherwise due hereunder and the satisfaction and discharge of this Indenture. In case any proceeding shall be instituted involving any Person in respect of which indemnity may be sought pursuant to this Section 8.04, the Indemnified Party shall promptly notify the Servicer in writing and the Servicer, upon request of the Owner Trustee or Indemnified Party, shall retain counsel reasonably satisfactory to the Indenture Trustee or Indemnified Party to represent the termination of this Agreement or the Trust Agreement Indemnified Party and shall include pay the reasonable fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Servicer and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Servicer and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Servicer shall, in connection with any proceeding or related proceedings in the same jurisdiction, not be liable for the reasonable fees and expenses of litigationmore than one separate firm for all such Indemnified Parties. If It is further understood that the Servicer has made shall not be liable to any indemnity payments pursuant to this Section 6.05 and Indemnified Party unless such Indemnified Party promptly notifies the recipient thereafter collects any Servicer in writing of such amounts from others, the recipient shall promptly repay such amounts collected to the Servicer, without interestits request for indemnification.

Servicer Indemnification. (a) The Servicer (other than the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof) shall be liable in accordance with this Agreement only to the extent of the obligations in this Agreement specifically undertaken by the Servicer. Such obligations shall include the following: (i) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall defend, indemnify and hold harmless the Indenture Trustee, the Owner Trustee, the Issuer and the Interested Parties from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of any Financed Vehicle; (ii) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee 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 and the Pooling Agreement, including any sales, gross receipts, general corporation, Illinois corporate income, tangible personal property, privilege or license taxes (but not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Owner Trustee Trust or the issuance and original sale of the Securities, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the Securities, or any fees or other compensation payable to any such Person) and costs and expenses in defending against the same; provided, that, if the Issuer is treated as a partnership for federal income tax purpose and is subject to the Illinois Personal Property Replacement Tax, the Servicer shall indemnify the Issuer for any amount of Illinois Personal Property Replacement Tax to which the Issuer is subject; (iii) The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Interested Parties from and against any and all costs, expenses, losses, claims, damages, and liabilities to the extent that such cost, expense, loss, claim, damage, or liability arose out of, or was imposed upon such Person through the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement and any other Transfer and Servicing Agreement or by reason of reckless disregard of its obligations and duties under any of the Transfer and Servicing Agreements; (iv) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall indemnify, defend and hold harmless each Trustee and their respective agents, officers, directors and servants, from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with (xA) in the case of the Owner Trustee, the Indenture Trustee’s performance of its duties under the Basic Documents, (yB) in the case of the Indenture Trustee, the Owner Trustee’s performance of its duties under the Basic Documents Documents, or (zC) the acceptance, administration or performance by, or action or inaction of, the applicable Trustee of the trusts and duties contained in this Agreement, the Basic Documents, the Indenture (in the case of the Indenture Trustee), including the administration of the Collateral, and the Trust Agreement (in the case of the Owner Trustee), including the administration of the Owner Trust Estate, except in each case to the extent that such cost, expense, loss, claim, damage or liability: (AX) is due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Person seeking to be indemnified, (BY) 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 Indenture, or (CZ) 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; and (v) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) will indemnify the Owner Trustee in accordance with the provisions specified in Section 6.9 of the Trust Agreement. (b) Indemnification under this Section 6.05 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement or the Trust Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer has made any indemnity payments pursuant to this Section 6.05 and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Servicer, without interest.