Common use of Liability of Depositor; Indemnities Clause in Contracts

Liability of Depositor; Indemnities. The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee (including in its individual capacity), the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein and in the other Transaction Documents, including any sales, gross receipts, general corporation, tangible personal property, personal property replacement privilege or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to, and as of the date of, the transfer of Contracts to the Trust or the issuance and original sale of the Notes, or asserted with respect to ownership of Contract Assets, or federal or other income taxes arising out of payments from Collections on the Trust Assets) and costs and expenses in defending against the same. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee (including in its individual capacity), the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) and the Securityholders from and against any loss, liability or expense incurred by reason of the Depositor's willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee (including in its individual capacity), the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) and any Noteholders from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance (or failure of performance) of the trusts and duties herein and, in the case of the Owner Trustee, in the Trust Agreement and, in the case of the Indenture Trustee, in the Indenture, except to the extent that such cost, expense, loss, claim, damage or liability in the case of (i) the Owner Trustee shall be due to the willful misfeasance, bad faith or negligence of the Owner Trustee, or shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Indenture Trustee shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. The Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which the Depositor were a general partner; provided, however, that the Depositor shall not be liable for any losses incurred by the Equity Certificateholder in the capacity of an investor in the Equity Certificate or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the immediately preceding sentence for which the Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligation of the Depositor under this paragraph shall be evidenced by the Equity Certificate. The Depositor shall indemnify, defend and hold harmless the Owner Trustee (including in its individual capacity) and the Indenture Trustee (including in its individual capacity) from and against any loss, liability or expense incurred by reason of the Depositor's or Trust's violation of federal or state securities laws in connection with the offering and sale of the Notes and the Certificate. Indemnification under this Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation; provided, however, that the indemnification under this Section, notwithstanding anything to the contrary, is limited to the assets of the Depositor (including its rights under Article VI of the Substitute VFC Purchase Agreement; Article VI of the Non-VFC Purchase Agreement or Article VI of the VFC Purchase Agreement); provided, further, any indemnity payments to be made pursuant to this Section shall not be made from the Trust Assets (except to the extent any of the same have been distributed to the Depositor free and clear of any interest of the Trust therein and except to the extent CFUSA as co-obligor is obligated to make such payment pursuant to Article VI of the Substitute VFC Purchase Agreement; Article VI of the Non-VFC Purchase Agreement or Article VI of the VFC Purchase Agreement), and such indemnity payments, if unpaid, shall not constitute a claim against the Trust or the Trust Assets (except in respect of rights against CFUSA in respect of the aforementioned Articles of the Purchase and Sale Agreements). If the Depositor (or CFUSA pursuant to the aforementioned Articles of the Purchase and Sale Agreements) shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor (or CFUSA, as applicable), without interest. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee, as the case may be, and the termination of the Trust Agreement or this Agreement.

Liability of Depositor; Indemnities. The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. The Depositor shall indemnify, defend and hold harmless the Trust, the Delaware Trustee (including in its individual capacity), the Owner Trustee (including in its individual capacity), the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein and in the other Transaction Documents, including any sales, gross receipts, general corporation, tangible personal property, personal property replacement privilege or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to, and as of the date of, the transfer of Contracts to the Trust or the issuance and original sale of the Notes, or asserted with respect to ownership of Contract Assets, or federal or other income taxes arising out of payments from Collections on the Trust Assets) and costs and expenses in defending against the same. The Depositor shall indemnify, defend and hold harmless the Trust, the Delaware Trustee (including in its individual capacity), the Owner Trustee (including in its individual capacity), the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) and the Securityholders from and against any loss, liability or expense incurred by reason of the Depositor's willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement. The Depositor shall indemnify, defend and hold harmless the Trust, the Delaware Trustee (including in its individual capacity), the Owner Trustee (including in its individual capacity), the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) and any Noteholders from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance (or failure of performance) of the trusts and duties herein and, in the case of the Delaware Trustee and the Owner Trustee, in the Trust Agreement and, in the case of the Indenture Trustee, in the Indenture, except to the extent that such cost, expense, loss, claim, damage or liability in the case of (i) the Delaware Trustee and the Owner Trustee shall be due to the willful misfeasance, bad faith or negligence of the Delaware Trustee and the Owner Trustee, respectively, or shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Indenture Trustee shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. The Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which the Depositor were a general partner; provided, however, that the Depositor shall not be liable for any losses incurred by the Equity Certificateholder in the capacity of an investor in the Equity Certificate or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the immediately preceding sentence for which the Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligation of the Depositor under this paragraph shall be evidenced by the Equity Certificate. The Depositor shall indemnify, defend and hold harmless the Delaware Trustee, the Owner Trustee (including in its individual capacity) and the Indenture Trustee (including in its individual capacity) from and against any loss, liability or expense incurred by reason of the Depositor's or Trust's violation of federal or state securities laws in connection with the offering and sale of the Notes and the Certificate. Indemnification under this Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation; provided, however, that the indemnification under this Section, notwithstanding anything to the contrary, is limited to the assets of the Depositor (including its rights under Article VI of the Substitute VFC Purchase Agreement; Article VI of the Non-VFC Purchase Agreement or Article VI of the VFC Purchase Agreement); provided, further, any indemnity payments to be made pursuant to this Section shall not be made from the Trust Assets (except to the extent any of the same have been distributed to the Depositor free and clear of any interest of the Trust therein and except to the extent CFUSA as co-obligor is obligated to make such payment pursuant to Article VI of the Substitute VFC Purchase Agreement; Article VI of the Non-VFC Purchase Agreement or Article VI of the VFC Purchase Agreement), and such indemnity payments, if unpaid, shall not constitute a claim against the Trust or the Trust Assets (except in respect of rights against CFUSA in respect of the aforementioned Articles of the Purchase and Sale Agreements). If the Depositor (or CFUSA pursuant to the aforementioned Articles of the Purchase and Sale Agreements) shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor (or CFUSA, as applicable), without interest. Indemnification under this Section shall survive the resignation or removal of the Delaware Trustee, the Owner Trustee or the Indenture Trustee, as the case may be, and the termination of the Trust Agreement or this Agreement.

Liability of Depositor; Indemnities. The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor in such capacity under this AgreementAgreement and shall have no other obligations or liabilities hereunder. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee (including in its individual capacity), the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) Trust from and against any taxes that may at any time be asserted against any such Person the Trustee or the Trust with respect to, and as of the date of, the sale of the Receivables to the transactions contemplated herein Trust or the issuance and in original sale of the other Transaction DocumentsCertificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, personal property replacement privilege privilege, or license taxes (butbut not, in the case of the Trust, not including any taxes asserted with respect to, and as of the date of, the transfer of Contracts to the Trust or the issuance and original sale of the Notes, or asserted with respect to ownership of Contract Assets, the Receivables or federal or other income taxes, including franchise taxes measured by net income), arising out of payments from Collections on the Trust Assets) transactions contemplated by this Agreement, and costs and expenses in defending against the same. The Depositor shall indemnify, defend defend, and hold harmless the TrustTrustee, the Owner Trustee (including in its individual capacity), the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees and agents or agents) and the Securityholders Trust from and against any loss, liability or expense incurred by reason of (i) the Depositor's willful misfeasance, bad faith faith, or negligence (other than errors in judgment) in the performance of its duties under this Agreementhereunder, or by reason of reckless disregard of its the obligations and duties under this Agreement. The Depositor shall indemnify, defend hereunder and hold harmless the Trust, the Owner Trustee (including in its individual capacity), the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) and any Noteholders from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance (or failure of performance) of the trusts and duties herein and, in the case of the Owner Trustee, in the Trust Agreement and, in the case of the Indenture Trustee, in the Indenture, except to the extent that such cost, expense, loss, claim, damage or liability in the case of (i) the Owner Trustee shall be due to the willful misfeasance, bad faith or negligence of the Owner Trustee, or shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Indenture Trustee shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. The Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which the Depositor were a general partner; provided, however, that the Depositor shall not be liable for any losses incurred by the Equity Certificateholder in the capacity of an investor in the Equity Certificate or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the immediately preceding sentence for which the Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligation of the Depositor under this paragraph shall be evidenced by the Equity Certificate. The Depositor shall indemnify, defend and hold harmless the Owner Trustee (including in its individual capacity) and the Indenture Trustee (including in its individual capacity) from and against any loss, liability or expense incurred by reason of the Depositor's or Trust's violation of federal or state securities laws in connection with the offering and registration of the sale of the Notes and the CertificateCertificates. Indemnification under this Section 10.2 shall include, without limitation, survive the termination of this Agreement and the resignation or removal of the Trustee and shall include reasonable fees and expenses of counsel and expenses of litigation; provided, however, that the indemnification under this Section, notwithstanding anything to the contrary, is limited to the assets of the Depositor (including its rights under Article VI of the Substitute VFC Purchase Agreement; Article VI of the Non-VFC Purchase Agreement or Article VI of the VFC Purchase Agreement); provided, further, any indemnity payments to be made pursuant to this Section shall not be made from the Trust Assets (except to the extent any of the same have been distributed to the Depositor free and clear of any interest of the Trust therein and except to the extent CFUSA as co-obligor is obligated to make such payment pursuant to Article VI of the Substitute VFC Purchase Agreement; Article VI of the Non-VFC Purchase Agreement or Article VI of the VFC Purchase Agreement), and such indemnity payments, if unpaid, shall not constitute a claim against the Trust or the Trust Assets (except in respect of rights against CFUSA in respect of the aforementioned Articles of the Purchase and Sale Agreements). If the Depositor (or CFUSA pursuant to the aforementioned Articles of the Purchase and Sale Agreements) shall have made any indemnity payments to the Trust or the Trustee pursuant to this Section 10.2 and the Person to Trust or on behalf of whom such payments are made the Trustee thereafter shall collect any of such amounts from others, such Person the Trust shall promptly repay such amounts to the Depositor (or CFUSA, as applicable)Depositor, without interest. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee, as the case may be, and the termination of the Trust Agreement or this Agreement.

Liability of Depositor; Indemnities. The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee Trustees (including in its individual capacity), the Indenture Trustee (including in its their individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein and in the other Transaction Documents, including any sales, gross receipts, general corporation, tangible personal property, personal property replacement privilege or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to, and as of the date of, the transfer of Contracts to the Trust or the issuance and original sale of the Notes, or asserted with respect to ownership of Contract Assets, or federal or other income taxes arising out of payments from Collections on the Trust Assets) and costs and expenses in defending against the same. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee Trustees (including in its their individual capacity), the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) and the Securityholders from and against any loss, liability or expense incurred by reason of the Depositor's willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee Trustees (including in its their individual capacity), the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) and any Noteholders from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance (or failure of performance) of the trusts and duties herein and, in the case of the Owner Trustee and the Delaware Trustee, in the Trust Agreement and, in the case of the Indenture Trustee, in the Indenture, except to the extent that such cost, expense, loss, claim, damage or liability in the case of (i) the Owner Trustee and the Delaware Trustee shall be due to the willful misfeasance, bad faith or negligence of the Owner Trustee or the Delaware Trustee, as applicable, or shall arise from the breach by the Owner Trustee and the Delaware Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Indenture Trustee shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. The Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which the Depositor were a general partner; provided, however, that the Depositor shall not be liable for any losses incurred by the Equity Certificateholder in the capacity of an investor in the Equity Certificate or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the immediately preceding sentence for which the Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligation of the Depositor under this paragraph shall be evidenced by the Equity Certificate. The Depositor shall indemnify, defend and hold harmless the Owner Trustee Trustees (including in its individual capacity) and the Indenture Trustee (including in its their individual capacity) from and against any loss, liability or expense incurred by reason of the Depositor's or Trust's violation of federal or state securities laws in connection with the offering and sale of the Notes and the Certificate. Indemnification under this Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation; provided, however, that the indemnification under this Section, notwithstanding anything to the contrary, is limited to the assets of the Depositor (including its rights under Article VI of the Substitute VFC Purchase Agreement; Article VI of the NonSeries 2005-EF1 VFC Purchase Agreement or Article VI of the Non-VFC Purchase Agreement); provided, further, any indemnity payments to be made pursuant to this Section shall not be made from the Trust Assets (except to the extent any of the same have been distributed to the Depositor free and clear of any interest of the Trust therein and except to the extent CFUSA as co-obligor is obligated to make such payment pursuant to Article VI of the Substitute Series 2005-EF1 VFC Purchase Agreement; , or Article VI of the Non-VFC Purchase Agreement or Article VI of the VFC Purchase Agreement), and such indemnity payments, if unpaid, shall not constitute a claim against the Trust or the Trust Assets (except in respect of rights against CFUSA in respect of the aforementioned Articles of the Purchase and Sale Agreements). If the Depositor (or CFUSA pursuant to the aforementioned Articles of the Purchase and Sale Agreements) shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor (or CFUSA, as applicable), without interest. Indemnification under this Section shall survive the resignation or removal of any of the Owner Trustee or the Indenture TrusteeTrustees, as the case may be, and the termination of the Trust Agreement or this Agreement.

Liability of Depositor; Indemnities. The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee Trustees (including in its their individual capacity), the Indenture Trustee (including in its individual capacitycapacities) and the Servicer (and any of their respective officers, directors, employees or agents) from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein and in the other Transaction Documents, including any sales, gross receipts, general corporation, tangible personal property, personal property replacement privilege or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to, and as of the date of, the transfer of Contracts to the Trust or the issuance and original sale of the Notes, or asserted with respect to ownership of Contract Assets, or federal or other income taxes arising out of payments from Collections on the Trust Assets) and costs and expenses in defending against the same. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee Trustees (including in its their individual capacitycapacities), the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) and the Securityholders from and against any loss, liability or expense incurred by reason of the Depositor's ’s willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee Trustees (including in its their individual capacitycapacities), the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) and any Noteholders from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance (or failure of performance) of the trusts and duties herein and, in the case of the Owner Trustee, in the Trust Agreement and, in the case of the Indenture Trustee, in the Indenture, except to the extent that such cost, expense, loss, claim, damage or liability in the case of (i) the Owner Trustee shall be due to the willful misfeasance, bad faith or negligence of the Owner Trustee, or shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Indenture Trustee shall be due to the willful misfeasance, bad faith misconduct or negligence of the Indenture Trustee. The Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which the Depositor were a general partner; provided, however, that the Depositor shall not be liable for any losses incurred by the Equity Certificateholder in the capacity of an investor in the Equity Certificate or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the immediately preceding sentence for which the Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligation of the Depositor under this paragraph shall be evidenced by the Equity Certificate. The Depositor shall indemnify, defend and hold harmless the Owner Trustee Trustees (including in its their individual capacity) and the Indenture Trustee (including in its individual capacitycapacities) from and against any loss, liability or expense incurred by reason of the Depositor's ’s or Trust's ’s violation of federal or state securities laws in connection with the offering and sale of the Notes and the Certificate. Indemnification under this Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation; provided, however, that the indemnification under this Section, notwithstanding anything to the contrary, is limited to the assets of the Depositor (including its rights under Article VI of the Substitute VFC Purchase Agreement; Article VI of the NonSeries 2006-VT1 VFC Purchase Agreement or Article VI of the Non-VFC Purchase Agreement); provided, further, any indemnity payments to be made pursuant to this Section shall not be made from the Trust Assets (except to the extent any of the same have been distributed to the Depositor free and clear of any interest of the Trust therein and except to the extent CFUSA as co-obligor is obligated to make such payment pursuant to Article VI of the Substitute Series 2006-VT1 VFC Purchase Agreement; , or Article VI of the Non-VFC Purchase Agreement or Article VI of the VFC Purchase Agreement), and such indemnity payments, if unpaid, shall not constitute a claim against the Trust or the Trust Assets (except in respect of rights against CFUSA in respect of the aforementioned Articles of the Purchase and Sale Agreements). If the Depositor (or CFUSA pursuant to the aforementioned Articles of the Purchase and Sale Agreements) shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor (or CFUSA, as applicable), without interest. Indemnification under this Section shall survive the resignation or removal of any of the Owner Trustee or the Indenture TrusteeTrustees, as the case may be, and the termination of the Trust Agreement or this Agreement.

Liability of Depositor; Indemnities. The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee (including in its individual capacity)Trustee, the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein and in the other Transaction Documents, including any sales, gross receipts, general corporation, tangible personal property, personal property replacement privilege or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to, and as of the date of, the transfer of Contracts to the Trust or the issuance and original sale of the NotesSenior Certificates, or asserted with respect to ownership of Contract Assets, or federal or other income taxes arising out of payments from Collections on the Trust Assets) and costs and expenses in defending against the same. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee (including in its individual capacity)Trustee, the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) and the Securityholders from and against any loss, liability or expense incurred by reason of the Depositor's willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee (including in its individual capacity)Trustee, the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) and any Noteholders Senior Certificateholder from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance (or failure of performance) of the trusts and duties herein and, in the case of the Owner Trustee, in the Trust Agreement and, in the case of the Indenture Trustee, in the Indenture, except to the extent that such cost, expense, loss, claim, damage or liability in the case of of: (i) the Owner Trustee Trustee; shall be due to the willful misfeasance, bad faith or negligence of the Owner Trustee, or shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Indenture Trustee Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. The Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which the Depositor were a general partner; provided, however, that the Depositor shall not be liable for any losses incurred by the Equity Certificateholder in the capacity of an investor in the Equity Certificate or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the immediately preceding sentence for which the Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligation of the Depositor under this paragraph shall be evidenced by the Equity Certificate. The Depositor shall indemnify, defend and hold harmless the Owner Trustee (including in its individual capacity) and the Indenture Trustee (including in its individual capacity) from and against any loss, liability or expense incurred by reason of the Depositor's or Trust's violation of federal or state State securities laws in connection with the offering and sale of the Notes and the Certificate. Indemnification under this Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation; provided, however, that the indemnification under this Section, notwithstanding anything to the contrary, is limited to the assets of the Depositor (including its rights under Article VI of the Substitute VFC Purchase Agreement; Article VI of the Non-VFC Purchase Agreement or Article VI of the VFC Purchase and Sale Agreement); provided, further, any indemnity payments to be made pursuant to this Section shall not be made from the Trust Assets (except to the extent any of the same have been distributed to the Depositor free and clear of any interest of the Trust therein and except to the extent CFUSA [ ] as co-obligor is obligated to make such payment pursuant to Article VI of the Substitute VFC Purchase Agreement; Article VI of the Non-VFC Purchase Agreement or Article VI of the VFC Purchase and Sale Agreement), and such indemnity payments, if unpaid, shall not constitute a claim against the Trust or the Trust Assets (except in respect of rights against CFUSA [ ] in respect of the aforementioned Articles of the Purchase and Sale Agreementssuch Article VI). If the Depositor (or CFUSA [ ] pursuant to the aforementioned Articles of the Purchase and Sale Agreementssuch Article VI) shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor (or CFUSA[ ], as applicable), without interest. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee, as the case may be, and the termination of the Trust Agreement or this Agreement.

Liability of Depositor; Indemnities. The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor in such capacity under this AgreementAgreement and shall have no other obligations or liabilities hereunder. The Depositor shall indemnify, defend and hold harmless the TrustIssuer, the Owner Trustee (including in its individual capacity), and the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the sale of the Receivables to the transactions contemplated herein Issuer or the issuance and in original sale of the other Transaction DocumentsNotes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, personal property replacement privilege privilege, or license taxes (but, in the case of the Trust, but not including any taxes asserted with respect to, and as of the date of, the transfer of Contracts to the Trust or the issuance and original sale of the Notes, or asserted with respect to ownership of Contract Assets, the Receivables or federal or other income taxes, including franchise taxes measured by net income), arising out of payments from Collections on the Trust Assets) transactions contemplated by this Agreement and the other Basic Documents, and costs and expenses in defending against the same. The Depositor shall indemnify, defend defend, and hold harmless the TrustIssuer, the Owner Trustee (including in its individual capacity), and the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) and the Securityholders from and against any loss, liability or expense incurred by reason of (i) the Depositor's ’s willful misfeasance, bad faith faith, or gross negligence (other than errors in judgment) in the performance of its duties under this Agreementhereunder, or by reason of reckless disregard of its obligations and duties under this Agreement. The Depositor shall indemnify, defend hereunder and hold harmless the Trust, the Owner Trustee (including in its individual capacity), the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) and any Noteholders from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance (or failure of performance) of the trusts and duties herein and, in the case of the Owner Trustee, in the Trust Agreement and, in the case of the Indenture Trustee, in the Indenture, except to the extent that such cost, expense, loss, claim, damage or liability in the case of (i) the Owner Trustee shall be due to the willful misfeasance, bad faith or negligence of the Owner Trustee, or shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Indenture Trustee shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. The Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which the Depositor were a general partner; provided, however, that the Depositor shall not be liable for any losses incurred by the Equity Certificateholder in the capacity of an investor in the Equity Certificate or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the immediately preceding sentence for which the Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligation of the Depositor under this paragraph shall be evidenced by the Equity Certificate. The Depositor shall indemnify, defend and hold harmless the Owner Trustee (including in its individual capacity) and the Indenture Trustee (including in its individual capacity) from and against any loss, liability or expense incurred by reason of the Depositor's or Trust's ’s violation of federal or state securities laws in connection with the offering and registration of the sale of the Notes and the CertificateCertificates. Indemnification under this Section 6.2 shall include, without limitation, include reasonable fees and expenses of counsel and expenses of litigation; provided, however, that the indemnification under this Section, notwithstanding anything to the contrary, is limited to the assets of the Depositor (including its rights under Article VI of the Substitute VFC Purchase Agreement; Article VI of the Non-VFC Purchase Agreement or Article VI of the VFC Purchase Agreement); provided, further, any indemnity payments to be made pursuant to this Section shall not be made from the Trust Assets (except to the extent any of the same have been distributed to the Depositor free and clear of any interest of the Trust therein and except to the extent CFUSA as co-obligor is obligated to make such payment pursuant to Article VI of the Substitute VFC Purchase Agreement; Article VI of the Non-VFC Purchase Agreement or Article VI of the VFC Purchase Agreement), and such indemnity payments, if unpaid, shall not constitute a claim against the Trust or the Trust Assets (except in respect of rights against CFUSA in respect of the aforementioned Articles of the Purchase and Sale Agreements). If the Depositor (or CFUSA pursuant to the aforementioned Articles of the Purchase and Sale Agreements) shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made recipient thereafter shall collect collects any of such amounts from others, such Person the recipient shall promptly repay such amounts to the Depositor (or CFUSA, as applicable)Depositor, without interest. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee, as the case may be, and the termination of the Trust Agreement or this Agreement.

Liability of Depositor; Indemnities. The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee (including in its individual capacity)Trustee, the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein and in the other Transaction Documents, including any sales, gross receipts, general corporation, tangible personal property, personal property replacement privilege or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to, and as of the date of, the transfer of Contracts to the Trust or the issuance and original sale of the NotesSenior Certificates, or asserted with respect to ownership of Contract Assets, or federal or other income taxes arising out of payments from Collections on the Trust Assets) and costs and expenses in defending against the same. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee (including in its individual capacity)Trustee, the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) and the Securityholders from and against any loss, liability or expense incurred by reason of the Depositor's willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee (including in its individual capacity)Trustee, the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) and any Noteholders Senior Certificateholder from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance (or failure of performance) of the trusts and duties herein and, in the case of the Owner Trustee, in the Trust Agreement and, in the case of the Indenture Trustee, in the Indenture, except to the extent that such cost, expense, loss, claim, damage or liability in the case of (i) the Owner Trustee Trustee; shall be due to the willful misfeasance, bad faith or negligence of the Owner Trustee, or shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Indenture Trustee Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. The Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which the Depositor were a general partner; provided, however, that the Depositor shall not be liable for any losses incurred by the Equity Certificateholder in the capacity of an investor in the Equity Certificate or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the immediately preceding sentence for which the Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligation of the Depositor under this paragraph shall be evidenced by the Equity Certificate. The Depositor shall indemnify, defend and hold harmless the Owner Trustee (including in its individual capacity) and the Indenture Trustee (including in its individual capacity) from and against any loss, liability or expense incurred by reason of the Depositor's or Trust's violation of federal or state securities laws in connection with the offering and sale of the Notes and the Certificate. Indemnification under this Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation; provided, however, that the indemnification under this Section, notwithstanding anything to the contrary, is limited to the assets of the Depositor (including its rights under Article VI of the Substitute VFC Purchase Agreement; Article VI of the Non-VFC Purchase Agreement or Article VI of the VFC Purchase and Sale Agreement); provided, further, any indemnity payments to be made pursuant to this Section shall not be made from the Trust Assets (except to the extent any of the same have been distributed to the Depositor free and clear of any interest of the Trust therein and except to the extent CFUSA [ ] as co-obligor is obligated to make such payment pursuant to Article VI of the Substitute VFC Purchase Agreement; Article VI of the Non-VFC Purchase Agreement or Article VI of the VFC Purchase and Sale Agreement), and such indemnity payments, if unpaid, shall not constitute a claim against the Trust or the Trust Assets (except in respect of rights against CFUSA [ ] in respect of the aforementioned Articles of the Purchase and Sale Agreementssuch Article VI). If the Depositor (or CFUSA [ ] pursuant to the aforementioned Articles of the Purchase and Sale Agreementssuch Article VI) shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor (or CFUSA[ ], as applicable), without interest. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee, as the case may be, and the termination of the Trust Agreement or this Agreement.

Liability of Depositor; Indemnities. The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee (including in its individual capacity), the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein and in the other Transaction Documents, including any sales, gross receipts, general corporation, tangible personal property, personal property replacement privilege or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to, and as of the date of, the transfer of Contracts to the Trust or the issuance and original sale of the Notes, or asserted with respect to ownership of Contract Assets, or federal or other income taxes arising out of payments from Collections on the Trust Assets) and costs and expenses in defending against the same. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee (including in its individual capacity), the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) and the Securityholders from and against any loss, liability or expense incurred by reason of the Depositor's willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee (including in its individual capacity), the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) and any Noteholders from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance (or failure of performance) of the trusts and duties herein and, in the case of the Owner Trustee, in the Trust Agreement and, in the case of the Indenture Trustee, in the Indenture, except to the extent that such cost, expense, loss, claim, damage or liability in the case of (i) the Owner Trustee shall be due to the willful misfeasance, bad faith or negligence of the Owner Trustee, respectively, or shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Indenture Trustee shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. The Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which the Depositor were a general partner; provided, however, that the Depositor shall not be liable for any losses incurred by the Equity Certificateholder in the capacity of an investor in the Equity Certificate or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the immediately preceding sentence for which the Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligation of the Depositor under this paragraph shall be evidenced by the Equity Certificate. The Depositor shall indemnify, defend and hold harmless the Owner Trustee (including in its individual capacity) and the Indenture Trustee (including in its individual capacity) from and against any loss, liability or expense incurred by reason of the Depositor's or Trust's violation of federal or state securities laws in connection with the offering and sale of the Notes and the Certificate. Indemnification under this Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation; provided, however, that the indemnification under this Section, notwithstanding anything to the contrary, is limited to the assets of the Depositor (including its rights under Article VI of the Substitute VFC Purchase Agreement; Article VI of the Non-VFC Purchase Agreement or Article VI of the VFC Purchase Agreement); provided, further, any indemnity payments to be made pursuant to this Section shall not be made from the Trust Assets (except to the extent any of the same have been distributed to the Depositor free and clear of any interest of the Trust therein and except to the extent CFUSA as co-obligor is obligated to make such payment pursuant to Article VI of the Substitute VFC Purchase Agreement; Article VI of the Non-VFC Purchase Agreement or Article VI of the VFC Purchase Agreement), and such indemnity payments, if unpaid, shall not constitute a claim against the Trust or the Trust Assets (except in respect of rights against CFUSA in respect of the aforementioned Articles of the Purchase and Sale Agreements). If the Depositor (or CFUSA pursuant to the aforementioned Articles of the Purchase and Sale Agreements) shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor (or CFUSA, as applicable), without interest. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee, as the case may be, and the termination of the Trust Agreement or this Agreement.

Liability of Depositor; Indemnities. The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee Trustees (including in its their individual capacity), the Indenture Trustee (including in its individual capacitycapacities) and the Servicer (and any of their respective officers, directors, employees or agents) from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein and in the other Transaction Documents, including any sales, gross receipts, general corporation, tangible personal property, personal property replacement privilege or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to, and as of the date of, the transfer of Contracts to the Trust or the issuance and original sale of the Notes, or asserted with respect to ownership of Contract Assets, or federal or other income taxes arising out of payments from Collections on the Trust Assets) and costs and expenses in defending against the same. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee Trustees (including in its their individual capacitycapacities), the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) and the Securityholders from and against any loss, liability or expense incurred by reason of the Depositor's ’s willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee Trustees (including in its their individual capacitycapacities), the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) and any Noteholders from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance (or failure of performance) of the trusts and duties herein and, in the case of the Owner Trustee, in the Trust Agreement and, in the case of the Indenture Trustee, in the Indenture, except to the extent that such cost, expense, loss, claim, damage or liability in the case of (i) the Owner Trustee shall be due to the willful misfeasance, bad faith or negligence of the Owner Trustee, or shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Indenture Trustee shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. The Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which the Depositor were a general partner; provided, however, that the Depositor shall not be liable for any losses incurred by the Equity Certificateholder in the capacity of an investor in the Equity Certificate or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the immediately preceding sentence for which the Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligation of the Depositor under this paragraph shall be evidenced by the Equity Certificate. The Depositor shall indemnify, defend and hold harmless the Owner Trustee Trustees (including in its their individual capacity) and the Indenture Trustee (including in its individual capacitycapacities) from and against any loss, liability or expense incurred by reason of the Depositor's ’s or Trust's ’s violation of federal or state securities laws in connection with the offering and sale of the Notes and the Certificate. Indemnification under this Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation; provided, however, that the indemnification under this Section, notwithstanding anything to the contrary, is limited to the assets of the Depositor (including its rights under Article VI of the Substitute VFC Purchase Agreement; Article VI of the NonSeries 20[ ]-VFC [__] Purchase Agreement or Article VI of the VFC Non-ACE Purchase Agreement); provided, further, any indemnity payments to be made pursuant to this Section shall not be made from the Trust Assets (except to the extent any of the same have been distributed to the Depositor free and clear of any interest of the Trust therein and except to the extent CFUSA [_________] as co-obligor is obligated to make such payment pursuant to Article VI of the Substitute VFC Series 20[ ]-[__] Purchase Agreement; , or Article VI of the Non-VFC Purchase Agreement or Article VI of the VFC ACE Purchase Agreement), and such indemnity payments, if unpaid, shall not constitute a claim against the Trust or the Trust Assets (except in respect of rights against CFUSA [_________] in respect of the aforementioned Articles of the Purchase and Sale Agreements). If the Depositor (or CFUSA [_________] pursuant to the aforementioned Articles of the Purchase and Sale Agreements) shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor (or CFUSA[_________], as applicable), without interest. Indemnification under this Section shall survive the resignation or removal of any of the Owner Trustee or the Indenture TrusteeTrustees, as the case may be, and the termination of the Trust Agreement or this Agreement.

Liability of Depositor; Indemnities. The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. The Depositor shall indemnify, defend and hold harmless the TrustIssuer, the Owner Trustee (including in its individual capacity)Trustee, the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein and in the other Transaction Documents, including any sales, gross receipts, general corporation, tangible personal property, Illinois personal property replacement privilege or license taxes (but, in the case of the TrustIssuer, not including any taxes asserted with respect to, and as of the date of, the transfer sale of the Contracts to the Trust Issuer or the issuance and original sale of the NotesSecurities, or asserted with respect to ownership of Contract Assetsthe Contracts, or federal or other income taxes arising out of payments from Collections distributions on the Trust AssetsCertificates or the Notes) and costs and expenses in defending against the same. The Depositor shall indemnify, defend and hold harmless the TrustIssuer, the Owner Trustee (including in its individual capacity)Trustee, the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) and the Securityholders from and against any loss, liability or expense incurred by reason of the Depositor's willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement. The Depositor shall indemnify, defend and hold harmless the TrustIssuer, the Owner Trustee (including in its individual capacity), and the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) and any Noteholders from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance (or failure of performance) of the trusts and duties herein and, in the case of the Owner Trustee, in the Trust Agreement and, in the case of the Indenture Trustee, in the Indenture, except to the extent that such cost, expense, loss, claim, damage or liability in the case of (i) the Owner Trustee shall be due to the willful misfeasance, bad faith or negligence of the Owner Trustee, Trustee or shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section SECTION 7.03 of the Trust Agreement, or (ii) the Indenture Trustee Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. The Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which the Depositor were a general partner; provided, however, that the Depositor shall not be liable for any losses incurred by the Equity Certificateholder in the capacity of an investor in the Equity Certificate or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the immediately preceding sentence for which the Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligation of the Depositor under this paragraph shall be evidenced by the Equity Certificate. The Depositor shall indemnify, defend and hold harmless the Owner Trustee (including in its individual capacity) and the Indenture Trustee (including in its individual capacity) from and against any loss, liability or expense incurred by reason of the Depositor's or Trust's violation of federal or state securities laws in connection with the offering and sale of the Notes and the Certificate. Indemnification under this Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation; provided, however, that the indemnification under this Section, notwithstanding anything to the contrary, is limited to the assets of the Depositor (including its rights under Article VI of the Substitute VFC Purchase Agreement; Article VI of the Non-VFC Purchase Agreement or Article VI of the VFC Purchase Agreement); provided, further, any indemnity payments to be made pursuant to this Section shall not be made from the Trust Assets (except to the extent any of the same have been distributed to the Depositor free and clear of any interest of the Trust therein and except to the extent CFUSA as co-obligor is obligated to make such payment pursuant to Article VI of the Substitute VFC Purchase Agreement; Article VI of the Non-VFC Purchase Agreement or Article VI of the VFC Purchase Agreement), and such indemnity payments, if unpaid, shall not constitute a claim against the Trust or the Trust Assets (except in respect of rights against CFUSA in respect of the aforementioned Articles of the Purchase and Sale Agreements). If the Depositor (or CFUSA pursuant to the aforementioned Articles of the Purchase and Sale Agreements) shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor (or CFUSA, as applicable)Depositor, without interest. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee, as the case may be, and the termination of the Trust Agreement or this Agreement.

Liability of Depositor; Indemnities. The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee Trustees (including in its their individual capacity), the Indenture Trustee (including in its individual capacitycapacities) and the Servicer (and any of their respective officers, directors, employees or agents) agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein and in the other Transaction Documents, including any sales, gross receipts, general corporation, tangible personal property, personal property replacement privilege or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to, and as of the date of, the transfer of Contracts to the Trust or the issuance and original sale of the Notes, or asserted with respect to ownership of Contract Assets, or or, in the case of any such person other than the Trust, federal or other income taxes arising out of payments from Collections on the Trust Assets) and costs and expenses in defending against the same. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee Trustees (including in its their individual capacitycapacities), the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) agents and the Securityholders from and against any loss, liability or expense incurred by reason of the Depositor's ’s willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee Trustees (including in its their individual capacitycapacities), the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) and any Noteholders agents from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance (or failure of performance) of the trusts and duties herein and, in the case of the Owner Trustee, in the Trust Agreement and, in the case of the Indenture Trustee, in the Indenture, except to the extent that such cost, expense, loss, claim, damage or liability in the case of (i) the Owner Trustee shall be due to the willful misfeasance, bad faith or negligence of the Owner Trustee, or shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Indenture Trustee shall be due to the willful misfeasance, bad faith misconduct or negligence of the Indenture Trustee. The Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which the Depositor were a general partner; provided, however, that the Depositor shall not be liable for any losses incurred by the Equity Certificateholder in the capacity of an investor in the Equity Certificate or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the immediately preceding sentence for which the Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligation of the Depositor under this paragraph shall be evidenced by the Equity Certificate. The Depositor shall indemnify, defend and hold harmless the Owner Trustee Trustees (including in its their individual capacity) and the Indenture Trustee (including in its individual capacitycapacities) from and against any loss, liability or expense incurred by reason of the Depositor's ’s or Trust's ’s violation of federal or state securities laws in connection with the offering and sale of the Notes and the Equity Certificate. Indemnification under this Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation; provided, however, that the indemnification under this Section, notwithstanding anything to the contrary, is limited to the assets of the Depositor (including its rights under Article VI of the Substitute VFC Purchase Agreement; Article VI of the NonSeries 2008-VT1 VFC Purchase Agreement or Article VI of the Non-VFC Purchase Agreement); provided, further, any indemnity payments to be made pursuant to this Section shall not be made from the Trust Assets (except to the extent any of the same have been distributed to the Depositor free and clear of any interest of the Trust therein and except to the extent CFUSA as co-obligor is obligated to make such payment pursuant to Article VI of the Substitute VFC Purchase Agreement; Article VI of the NonSeries 2008-VT1 VFC Purchase Agreement or Article VI of the Non-VFC Purchase Agreement), and such indemnity payments, if unpaid, shall not constitute a claim against the Trust or the Trust Assets (except in respect of rights against CFUSA in respect of the aforementioned Articles of the Purchase and Sale Agreements). If the Depositor (or CFUSA pursuant to the aforementioned Articles of the Purchase and Sale Agreements) shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor (or CFUSA, as applicable), without interest. Indemnification under this Section shall survive the resignation or removal of any of the Owner Trustee or the Indenture TrusteeTrustees, as the case may be, and the termination of the Trust Agreement or this Agreement.

Liability of Depositor; Indemnities. The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee (including in its individual capacity)Trustee, the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein and in the other Transaction Documents, including any sales, gross receipts, general corporation, tangible personal property, personal property replacement privilege or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to, and as of the date of, the transfer of Contracts to the Trust or the issuance and original sale of the NotesSenior Certificates, or asserted with respect to ownership of Contract Assets, or federal or other income taxes arising out of payments from Collections on the Trust Assets) and costs and expenses in defending against the same. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee (including in its individual capacity)Trustee, the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) and the Securityholders from and against any loss, liability or expense incurred by reason of the Depositor's willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee (including in its individual capacity)Trustee, the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) and any Noteholders Senior Certificateholder from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance (or failure of performance) of the trusts and duties herein and, in the case of the Owner Trustee, in the Trust Agreement and, in the case of the Indenture Trustee, in the Indenture, except to the extent that such cost, expense, loss, claim, damage or liability in the case of (i) the Owner Trustee Trustee; shall be due to the willful misfeasance, bad faith or negligence of the Owner Trustee, or shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Indenture Trustee Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. The Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which the Depositor were a general partner; provided, however, that the Depositor shall not be liable for any losses incurred by the Equity Certificateholder in the capacity of an investor in the Equity Certificate or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the immediately preceding sentence for which the Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligation of the Depositor under this paragraph shall be evidenced by the Equity Certificate. The Depositor shall indemnify, defend and hold harmless the Owner Trustee (including in its individual capacity) and the Indenture Trustee (including in its individual capacity) from and against any loss, liability or expense incurred by reason of the Depositor's or Trust's violation of federal or state securities laws in connection with the offering and sale of the Notes and the Certificate. Indemnification under this Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation; provided, however, that the indemnification under this Section, notwithstanding anything to the contrary, is limited to the assets of the Depositor (including its rights under Article VI of the Substitute VFC Purchase Agreement; Article VI of the Non-VFC Purchase Agreement or Article VI of the VFC Purchase and Sale Agreement); provided, further, any indemnity payments to be made pursuant to this Section shall not be made from the Trust Assets (except to the extent any of the same have been distributed to the Depositor free and clear of any interest of the Trust therein and except to the extent CFUSA as co-obligor is obligated to make such payment pursuant to Article VI of the Substitute VFC Purchase Agreement; Article VI of the Non-VFC Purchase Agreement or Article VI of the VFC Purchase and Sale Agreement), and such indemnity payments, if unpaid, shall not constitute a claim against the Trust or the Trust Assets (except in respect of rights against CFUSA in respect of the aforementioned Articles of the Purchase and Sale Agreementssuch Article VI). If the Depositor (or CFUSA pursuant to the aforementioned Articles of the Purchase and Sale Agreementssuch Article VI) shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor (or CFUSA, as applicable), without interest. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee, as the case may be, and the termination of the Trust Agreement or this Agreement.

Liability of Depositor; Indemnities. The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee (including in its individual capacity)Trustee, the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein and in the other Transaction Documents, including any sales, gross receipts, general corporation, tangible personal property, personal property replacement privilege or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to, and as of the date of, the transfer of Contracts to the Trust or the issuance and original sale of the NotesSenior Certificates, or asserted with respect to ownership of Contract Assets, or federal or other income taxes arising out of payments from Collections on the Trust Assets) and costs and expenses in defending against the same. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee (including in its individual capacity)Trustee, the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) and the Securityholders from and against any loss, liability or expense incurred by reason of the Depositor's willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee (including in its individual capacity)Trustee, the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) and any Noteholders Senior Certificateholder from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance (or failure of performance) of the trusts and duties herein and, in the case of the Owner Trustee, in the Trust Agreement and, in the case of the Indenture Trustee, in the Indenture, except to the extent that such cost, expense, loss, claim, damage or liability in the case of (i) the Owner Trustee Trustee; shall be due to the willful misfeasance, bad faith or negligence of the Owner Trustee, or shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Indenture Trustee Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. The Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which the Depositor were a general partner; provided, however, that the Depositor shall not be liable for any losses incurred by the Equity Certificateholder in the capacity of an investor in the Equity Certificate or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the immediately preceding sentence for which the Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligation of the Depositor under this paragraph shall be evidenced by the Equity Certificate. The Depositor shall indemnify, defend and hold harmless the Owner Trustee (including in its individual capacity) and the Indenture Trustee (including in its individual capacity) from and against any loss, liability or expense incurred by reason of the Depositor's or Trust's violation of federal or state securities laws in connection with the offering and sale of the Notes and the Certificate. Indemnification under this Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation; provided, however, that the indemnification under this Section, notwithstanding anything to the contrary, is limited to the assets of the Depositor (including its rights under Article VI of the Substitute VFC Purchase Agreement; Article VI of the Non-VFC Purchase Agreement or Article VI of the VFC Purchase and Sale Agreement); provided, further, any indemnity payments to be made pursuant to this Section shall not be made from the Trust Assets (except to the extent any of the same have been distributed to the Depositor free and clear of any interest of the Trust therein and except to the extent CFUSA NFUSA as co-obligor is obligated to make such payment pursuant to Article VI of the Substitute VFC Purchase Agreement; Article VI of the Non-VFC Purchase Agreement or Article VI of the VFC Purchase and Sale Agreement), and such indemnity payments, if unpaid, shall not constitute a claim against the Trust or the Trust Assets (except in respect of rights against CFUSA NFUSA in respect of the aforementioned Articles of the Purchase and Sale Agreementssuch Article VI). If the Depositor (or CFUSA NFUSA pursuant to the aforementioned Articles of the Purchase and Sale Agreementssuch Article VI) shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor (or CFUSANFUSA, as applicable), without interest. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee, as the case may be, and the termination of the Trust Agreement or this Agreement.

Liability of Depositor; Indemnities. The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee (including in its individual capacity), the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein and in the other Transaction Documents, including any sales, gross receipts, general corporation, tangible personal property, Illinois personal property replacement privilege or license taxes (but, in the case of the TrustTrustee, not including any taxes asserted with respect to, and as of the date of, the transfer of the Contracts to the Trust Trustee or the issuance and original sale of the NotesCertificates, or asserted with respect to ownership of Contract Assetsthe Contracts, or federal or other income taxes arising out of payments from Collections distributions on the Trust AssetsCertificates) and costs and expenses in defending against the same. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee (including in its individual capacity), the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) and the Securityholders Certificateholders from and against any loss, liability or expense incurred by reason of the Depositor's willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee (including in its individual capacity), the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) and any Noteholders from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance (or failure of performance) of the trusts and duties herein and, in the case of the Owner Trustee, in the Trust Agreement and, in the case of the Indenture Trustee, in the Indentureherein, except to the extent that such cost, expense, loss, claim, damage or liability in the case of (i) the Owner Trustee shall be due to the willful misfeasance, bad faith or negligence of the Owner Trustee, Trustee or shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Indenture Trustee shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. The Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which the Depositor were a general partner; provided, however, that the Depositor shall not be liable for any losses incurred by the Equity Certificateholder in the capacity of an investor in the Equity Certificate or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the immediately preceding sentence for which the Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligation of the Depositor under this paragraph shall be evidenced by the Equity Certificate. The Depositor shall indemnify, defend and hold harmless the Owner Trustee (including in its individual capacity) and the Indenture Trustee (including in its individual capacity) from and against any loss, liability or expense incurred by reason of the Depositor's or Trust's violation of federal or state securities laws in connection with the offering and sale of the Notes and the Certificateherein. Indemnification under this Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation; provided, however, that the indemnification under this Section, notwithstanding anything to the contrary, is limited to the assets of the Depositor (including its rights under Article VI of the Substitute VFC Purchase Agreement; Article VI of the Non-VFC Purchase Agreement or Article VI of the VFC Purchase Agreement); provided, further, any indemnity payments to be made pursuant to this Section shall not be made from the Trust Assets (except to the extent any of the same have been distributed to the Depositor free and clear of any interest of the Trust therein and except to the extent CFUSA as co-obligor is obligated to make such payment pursuant to Article VI of the Substitute VFC Purchase Agreement; Article VI of the Non-VFC Purchase Agreement or Article VI of the VFC Purchase Agreement), and such indemnity payments, if unpaid, shall not constitute a claim against the Trust or the Trust Assets (except in respect of rights against CFUSA in respect of the aforementioned Articles of the Purchase and Sale Agreements). If the Depositor (or CFUSA pursuant to the aforementioned Articles of the Purchase and Sale Agreements) shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor (or CFUSA, as applicable), without interest. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee, as the case may be, and the termination of the Trust Agreement or this Agreement.

Liability of Depositor; Indemnities. The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee (including in its individual capacity), the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein and in the other Transaction Documents, including any sales, gross receipts, general corporation, tangible personal property, personal property replacement privilege or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to, and as of the date of, the transfer of Contracts to the Trust or the issuance and original sale of the Notes, or asserted with respect to ownership of Contract Assets, or federal or other income taxes arising out of payments from Collections on the Trust Assets) and costs and expenses in defending against the same. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee (including in its individual capacity), the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) and the Securityholders from and against any loss, liability or expense incurred by reason of the Depositor's ’s willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee (including in its individual capacity), the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) and any Noteholders from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance (or failure of performance) of the trusts and duties herein and, in the case of the Owner Trustee, in the Trust Agreement and, in the case of the Indenture Trustee, in the Indenture, except to the extent that such cost, expense, loss, claim, damage or liability in the case of (i) the Owner Trustee shall be due to the willful misfeasance, bad faith or negligence of the Owner Trustee, or shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Indenture Trustee shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. The Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which the Depositor were a general partner; provided, however, that the Depositor shall not be liable for any losses incurred by the Equity Certificateholder in the capacity of an investor in the Equity Certificate or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the immediately preceding sentence for which the Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligation of the Depositor under this paragraph shall be evidenced by the Equity Certificate. The Depositor shall indemnify, defend and hold harmless the Owner Trustee (including in its individual capacity) and the Indenture Trustee (including in its individual capacity) from and against any loss, liability or expense incurred by reason of the Depositor's ’s or Trust's ’s violation of federal or state securities laws in connection with the offering and sale of the Notes and the Certificate. Indemnification under this Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation; provided, however, that the indemnification under this Section, notwithstanding anything to the contrary, is limited to the assets of the Depositor (including its rights under Article VI of the Substitute VFC Purchase Agreement; Article VI of the Non-VFC Purchase Agreement or Article VI of the VFC Purchase Agreement); provided, further, any indemnity payments to be made pursuant to this Section shall not be made from the Trust Assets (except to the extent any of the same have been distributed to the Depositor free and clear of any interest of the Trust therein and except to the extent CFUSA as co-obligor is obligated to make such payment pursuant to Article VI of the Substitute VFC Purchase Agreement; Article VI of the Non-VFC Purchase Agreement or Article VI of the VFC Purchase Agreement), and such indemnity payments, if unpaid, shall not constitute a claim against the Trust or the Trust Assets (except in respect of rights against CFUSA in respect of the aforementioned Articles of the Purchase and Sale Agreements). If the Depositor (or CFUSA pursuant to the aforementioned Articles of the Purchase and Sale Agreements) shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor (or CFUSA, as applicable), without interest. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee, as the case may be, and the termination of the Trust Agreement or this Agreement.

Liability of Depositor; Indemnities. The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor in such capacity under this AgreementAgreement and shall have no other obligations or liabilities hereunder. The Depositor shall indemnify, defend and hold harmless the TrustIssuer, the Owner Trustee (including in its individual capacity), and the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the sale of the Receivables to the transactions contemplated herein Issuer or the issuance and in original sale of the other Transaction DocumentsNotes, including any sales, gross receipts, general corporation, tangible or intangible personal property, personal property replacement privilege privilege, or license taxes (but, in the case of the Trust, but not including any taxes asserted with respect to, and as of the date of, the transfer of Contracts to the Trust or the issuance and original sale of the Notes, or asserted with respect to ownership of Contract Assets, the Receivables or federal or other income taxes, including franchise taxes measured by net income), arising out of payments from Collections on the Trust Assets) transactions contemplated by this Agreement and the other Basic Documents, and costs and expenses in defending against the same. The Depositor shall indemnify, defend defend, and hold harmless the TrustIssuer, the Owner Trustee (including in its individual capacity), and the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) and the Securityholders from and against any loss, liability or expense incurred by reason of (i) the Depositor's ’s willful misfeasance, bad faith faith, or gross negligence (other than errors in judgment) in the performance of its duties under this Agreementhereunder, or by reason of reckless disregard of its obligations and duties under this Agreement. The Depositor shall indemnify, defend hereunder and hold harmless the Trust, the Owner Trustee (including in its individual capacity), the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) and any Noteholders from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance (or failure of performance) of the trusts and duties herein and, in the case of the Owner Trustee, in the Trust Agreement and, in the case of the Indenture Trustee, in the Indenture, except to the extent that such cost, expense, loss, claim, damage or liability in the case of (i) the Owner Trustee shall be due to the willful misfeasance, bad faith or negligence of the Owner Trustee, or shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Indenture Trustee shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. The Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which the Depositor were a general partner; provided, however, that the Depositor shall not be liable for any losses incurred by the Equity Certificateholder in the capacity of an investor in the Equity Certificate or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the immediately preceding sentence for which the Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligation of the Depositor under this paragraph shall be evidenced by the Equity Certificate. The Depositor shall indemnify, defend and hold harmless the Owner Trustee (including in its individual capacity) and the Indenture Trustee (including in its individual capacity) from and against any loss, liability or expense incurred by reason of the Depositor's or Trust's ’s violation of federal or state securities laws in connection with the offering and registration of the sale of the Notes and the CertificateNotes. Indemnification under this Section 6.2 shall include, without limitation, include reasonable fees and expenses of counsel and expenses of litigation; provided, however, that the indemnification under this Section, notwithstanding anything to the contrary, is limited to the assets of the Depositor (including its rights under Article VI of the Substitute VFC Purchase Agreement; Article VI of the Non-VFC Purchase Agreement or Article VI of the VFC Purchase Agreement); provided, further, any indemnity payments to be made pursuant to this Section shall not be made from the Trust Assets (except to the extent any of the same have been distributed to the Depositor free and clear of any interest of the Trust therein and except to the extent CFUSA as co-obligor is obligated to make such payment pursuant to Article VI of the Substitute VFC Purchase Agreement; Article VI of the Non-VFC Purchase Agreement or Article VI of the VFC Purchase Agreement), and such indemnity payments, if unpaid, shall not constitute a claim against the Trust or the Trust Assets (except in respect of rights against CFUSA in respect of the aforementioned Articles of the Purchase and Sale Agreements). If the Depositor (or CFUSA pursuant to the aforementioned Articles of the Purchase and Sale Agreements) shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made recipient thereafter shall collect collects any of such amounts from others, such Person the recipient shall promptly repay such amounts to the Depositor (or CFUSA, as applicable)Depositor, without interest. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee, as the case may be, and the termination of the Trust Agreement or this Agreement.

Liability of Depositor; Indemnities. The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee Trustees (including in its their individual capacity), the Indenture Trustee (including in its individual capacitycapacities) and the Servicer (and any of their respective officers, directors, employees or agents) from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein and in the other Transaction Documents, including any sales, gross receipts, general corporation, tangible personal property, personal property replacement privilege or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to, and as of the date of, the transfer of Contracts to the Trust or the issuance and original sale of the Notes, or asserted with respect to ownership of Contract Assets, or or, in the case of any such person other than the Trust, federal or other income taxes arising out of payments from Collections on the Trust Assets) and costs and expenses in defending against the same. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee Trustees (including in its their individual capacitycapacities), the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) and the Securityholders from and against any loss, liability or expense incurred by reason of the Depositor's ’s willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee Trustees (including in its their individual capacitycapacities), the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) and any Noteholders from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance (or failure of performance) of the trusts and duties herein and, in the case of the Owner Trustee, in the Trust Agreement and, in the case of the Indenture Trustee, in the Indenture, except to the extent that such cost, expense, loss, claim, damage or liability in the case of (i) the Owner Trustee shall be due to the willful misfeasance, bad faith or negligence of the Owner Trustee, or shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Indenture Trustee shall be due to the willful misfeasance, bad faith misconduct or negligence of the Indenture Trustee. The Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which the Depositor were a general partner; provided, however, that the Depositor shall not be liable for any losses incurred by the Equity Certificateholder in the capacity of an investor in the Equity Certificate or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the immediately preceding sentence for which the Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligation of the Depositor under this paragraph shall be evidenced by the Equity Certificate. The Depositor shall indemnify, defend and hold harmless the Owner Trustee Trustees (including in its their individual capacity) and the Indenture Trustee (including in its individual capacitycapacities) from and against any loss, liability or expense incurred by reason of the Depositor's ’s or Trust's ’s violation of federal or state securities laws in connection with the offering and sale of the Notes and the Equity Certificate. Indemnification under this Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation; provided, however, that the indemnification under this Section, notwithstanding anything to the contrary, is limited to the assets of the Depositor (including its rights under Article VI of the Substitute VFC Purchase Agreement; Article VI of the NonSeries 2006-VT2 VFC Purchase Agreement or Article VI of the Non-VFC Purchase Agreement); provided, further, any indemnity payments to be made pursuant to this Section shall not be made from the Trust Assets (except to the extent any of the same have been distributed to the Depositor free and clear of any interest of the Trust therein and except to the extent CFUSA as co-obligor is obligated to make such payment pursuant to Article VI of the Substitute Series 2006-VT2 VFC Purchase Agreement; , or Article VI of the Non-VFC Purchase Agreement or Article VI of the VFC Purchase Agreement), and such indemnity payments, if unpaid, shall not constitute a claim against the Trust or the Trust Assets (except in respect of rights against CFUSA in respect of the aforementioned Articles of the Purchase and Sale Agreements). If the Depositor (or CFUSA pursuant to the aforementioned Articles of the Purchase and Sale Agreements) shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor (or CFUSA, as applicable), without interest. Indemnification under this Section shall survive the resignation or removal of any of the Owner Trustee or the Indenture TrusteeTrustees, as the case may be, and the termination of the Trust Agreement or this Agreement.

Liability of Depositor; Indemnities. The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee (including in its individual capacity), the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein and in the other Transaction Documents, including any sales, gross receipts, general corporation, tangible personal property, personal property replacement privilege or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to, and as of the date of, the transfer of Contracts to the Trust or the issuance and original sale of the Notes, or asserted with respect to ownership of Contract Assets, or federal or other income taxes arising out of payments from Collections on the Trust Assets) and costs and expenses in defending against the same. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee (including in its individual capacity), the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) and the Securityholders from and against any loss, liability or expense incurred by reason of the Depositor's willful misfeasance, bad faith or gross negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee (including in its individual capacity), the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) and any Noteholders from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance (or failure of performance) of the trusts and duties herein and, in the case of the Owner Trustee, in the Trust Agreement and, in the case of the Indenture Trustee, in the Indenture, except to the extent that such cost, expense, loss, claim, damage or liability in the case of (i) the Owner Trustee shall be due to the willful misfeasance, bad faith or negligence of the Owner Trustee, or shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Indenture Trustee shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. The Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which the Depositor were a general partner; provided, however, that the Depositor shall not be liable for any losses incurred by the Equity Certificateholder in the capacity of an investor in the Equity Certificate or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the immediately preceding sentence for which the Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligation of the Depositor under this paragraph shall be evidenced by the Equity Certificate. The Depositor shall indemnify, defend and hold harmless the Owner Trustee (including in its individual capacity) and the Indenture Trustee (including in its individual capacity) from and against any loss, liability or expense incurred by reason of the Depositor's or Trust's violation of federal or state securities laws in connection with the offering and sale of the Notes and the Certificate. Indemnification under this Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation; provided, however, that the indemnification under this Section, notwithstanding anything to the contrary, is limited to the assets of the Depositor (including its rights under Article VI of the Substitute VFC Purchase Agreement; Article VI of the Non-VFC Purchase Agreement or Article VI of the VFC Purchase Agreement); provided, further, any indemnity payments to be made pursuant to this Section shall not be made from the Trust Assets (except to the extent any of the same have been distributed to the Depositor free and clear of any interest of the Trust therein and except to the extent CFUSA Financial as co-obligor is obligated to make such payment pursuant to Article VI of the Substitute VFC Purchase Agreement; Article VI of the Non-VFC Purchase Agreement or Article VI of the VFC Purchase Agreement), and such indemnity payments, if unpaid, shall not constitute a claim against the Trust or the Trust Assets (except in respect of rights against CFUSA Financial in respect of the aforementioned Articles of the Purchase and Sale Agreements). If the Depositor (or CFUSA Financial pursuant to the aforementioned Articles of the Purchase and Sale Agreements) shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor (or CFUSAFinancial, as applicable), without interest. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee, as the case may be, and the termination of the Trust Agreement or this Agreement.

Liability of Depositor; Indemnities. The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. The Depositor shall indemnify, defend and hold harmless the TrustIssuer, the Owner Trustee (including in its individual capacity)Trustee, the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein and in the other Transaction Documents, including any sales, gross receipts, general corporation, tangible personal property, Illinois personal property replacement privilege or license taxes (but, in the case of the TrustIssuer, not including any taxes asserted with respect to, and as of the date of, the transfer sale of the Contracts to the Trust Issuer or the issuance and original sale of the NotesSecurities, or asserted with respect to ownership of Contract Assetsthe Contracts, or federal or other income taxes arising out of payments from Collections distributions on the Trust AssetsCertificates or the Notes) and costs and expenses in defending against the same. The Depositor shall indemnify, defend and hold harmless the TrustIssuer, the Owner Trustee (including in its individual capacity)Trustee, the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) and the Securityholders from and against any loss, liability or expense incurred by reason of the Depositor's willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement. The Depositor shall indemnify, defend and hold harmless the TrustIssuer, the Owner Trustee (including in its individual capacity), and the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) and any Noteholders from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance (or failure of performance) of the trusts and duties herein and, in the case of the Owner Trustee, in the Trust Agreement and, in the case of the Indenture Trustee, in the Indenture, except to the extent that such cost, expense, loss, claim, damage or liability in the case of (i) the Owner Trustee shall be due to the willful misfeasance, bad faith or negligence of the Owner Trustee, Trustee or shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section SECTION 7.03 of the Trust Agreement, or (ii) the Indenture Trustee Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. The Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which the Depositor were a general partner; provided, however, that the Depositor shall not be liable for any losses incurred by the Equity Certificateholder in the capacity of an investor in the Equity Certificate or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the immediately preceding sentence for which the Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligation of the Depositor under this paragraph shall be evidenced by the Equity Certificate. The Depositor shall indemnify, defend and hold harmless the Owner Trustee (including in its individual capacity) and the Indenture Trustee (including in its individual capacity) from and against any loss, liability or expense incurred by reason of the Depositor's or Trust's violation of federal or state securities laws in connection with the offering and sale of the Notes and the Certificate. Indemnification under this Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation; provided, however, that the indemnification under this Section, notwithstanding anything to the contrary, is limited to the assets of the Depositor (including its rights under Article VI of the Substitute VFC Purchase Agreement; Article VI of the Non-VFC Purchase Agreement or Article VI of the VFC Purchase Agreement); provided, further, any indemnity payments to be made pursuant to this Section shall not be made from the Trust Assets (except to the extent any of the same have been distributed to the Depositor free and clear of any interest of the Trust therein and except to the extent CFUSA as co-obligor is obligated to make such payment pursuant to Article VI of the Substitute VFC Purchase Agreement; Article VI of the Non-VFC Purchase Agreement or Article VI of the VFC Purchase Agreement), and such indemnity payments, if unpaid, shall not constitute a claim against the Trust or the Trust Assets (except in respect of rights against CFUSA in respect of the aforementioned Articles of the Purchase and Sale Agreements). If the Depositor (or CFUSA pursuant to the aforementioned Articles of the Purchase and Sale Agreements) shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor (or CFUSA, as applicable)Depositor, without interest. Indemnification Notwithstanding anything to the contrary herein, the obligations of the Depositor under this Section shall survive are solely the resignation or removal corporate obligations of the Owner Trustee or the Indenture TrusteeDepositor and shall be payable by it solely as provided in this Section. The Depositor shall only be required to make such contributions required under this Section, as the case may be(y) from funds available to it pursuant to, and in accordance with the termination payment priorities set forth in SECTION 7.03(b) and (z) only to the extent that it receives additional funds designated for such purposes or to the extent that it has additional funds available (other than funds described in the preceding clause (y)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of such entity incurred in accordance with its certificate of incorporation and all financing documents to which it is a party as they come due. In addition , no amount owing by the Depositor hereunder in excess of the Trust Agreement liabilities that it is required to pay in accordance with the preceding sentence shall constitute a "claim" (as defined in Section 101(5) of the Bankruptcy Code) against it. No recourse shall be had for the payment of any amount owing hereunder or any other obligation of, or claim against the Depositor arising out of or based up on this AgreementSection against any stockholder, employee, officer, agent, director or authorized person of the Depositor or Affiliate thereof; provided, however, that the foregoing shall not relieve any such person or entity of any liability they might otherwise have as a result of fraudulent actions or omissions taken by them.

Liability of Depositor; Indemnities. The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee (including in its individual capacity), the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein and in the other Transaction Documents, including any sales, gross receipts, general corporation, tangible personal property, personal property replacement privilege or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to, and as of the date of, the transfer of Contracts to the Trust or the issuance and original sale of the Notes, or asserted with respect to ownership of Contract Assets, or federal or other income taxes arising out of payments from Collections on the Trust Assets) and costs and expenses in defending against the same. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee (including in its individual capacity), the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) and the Securityholders from and against any loss, liability or expense incurred by reason of the Depositor's willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee (including in its individual capacity), the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) and any Noteholders from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance (or failure of performance) of the trusts and duties herein and, in the case of the Owner Trustee, in the Trust Agreement and, in the case of the Indenture Trustee, in the Indenture, except to the extent that such cost, expense, loss, claim, damage or liability in the case of (i) the Owner Trustee shall be due to the willful misfeasance, bad faith or negligence of the Owner Trustee, or shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Indenture Trustee shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. The Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which the Depositor were a general partner; provided, however, that the Depositor shall not be liable for any losses incurred by the Equity Certificateholder in the capacity of an investor in the Equity Certificate or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the immediately preceding sentence for which the Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligation of the Depositor under this paragraph shall be evidenced by the Equity Certificate. The Depositor shall indemnify, defend and hold harmless the Owner Trustee (including in its individual capacity) and the Indenture Trustee (including in its individual capacity) from and against any loss, liability or expense incurred by reason of the Depositor's or Trust's violation of federal or state securities laws in connection with the offering and sale of the Notes and the Certificate. Indemnification under this Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation; provided, however, that the indemnification under this Section, notwithstanding anything to the contrary, is limited to the assets of the Depositor (including its rights under Article VI of the Substitute VFC Purchase Agreement; Article VI of the Non-VFC Purchase Agreement or Article VI of the VFC Purchase Agreement); provided, further, any indemnity payments to be made pursuant to this Section shall not be made from the Trust Assets (except to the extent any of the same have been distributed to the Depositor free and clear of any interest of the Trust therein and except to the extent CFUSA Financial as co-obligor is obligated to make such payment pursuant to Article VI of the Substitute VFC Purchase Agreement; Article VI of the Non-VFC Purchase Agreement or Article VI of the VFC Purchase Agreement), and such indemnity payments, if unpaid, shall not constitute a claim against the Trust or the Trust Assets (except in respect of rights against CFUSA Financial in respect of the aforementioned Articles of the Purchase and Sale Agreements). If the Depositor (or CFUSA Financial pursuant to the aforementioned Articles of the Purchase and Sale Agreements) shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor (or CFUSAFinancial, as applicable), without interest. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee, as the case may be, and the termination of the Trust Agreement or this Agreement.

Liability of Depositor; Indemnities. The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee Trustees (including in its individual capacity), the Indenture Trustee (including in its their individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein and in the other Transaction Documents, including any sales, gross receipts, general corporation, tangible personal property, personal property replacement privilege or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to, and as of the date of, the transfer of Contracts to the Trust or the issuance and original sale of the Notes, or asserted with respect to ownership of Contract Assets, or federal or other income taxes arising out of payments from Collections on the Trust Assets) and costs and expenses in defending against the same. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee Trustees (including in its their individual capacity), the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) and the Securityholders from and against any loss, liability or expense incurred by reason of the Depositor's ’s willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee Trustees (including in its their individual capacity), the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) and any Noteholders from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance (or failure of performance) of the trusts and duties herein and, in the case of the Owner Trustee and the Delaware Trustee, in the Trust Agreement and, in the case of the Indenture Trustee, in the Indenture, except to the extent that such cost, expense, loss, claim, damage or liability in the case of (i) the Owner Trustee and the Delaware Trustee shall be due to the willful misfeasance, bad faith or negligence of the Owner Trustee or the Delaware Trustee, as applicable, or shall arise from the breach by the Owner Trustee and the Delaware Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Indenture Trustee shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. The Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which the Depositor were a general partner; provided, however, that the Depositor shall not be liable for any losses incurred by the Equity Certificateholder in the capacity of an investor in the Equity Certificate or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the immediately preceding sentence for which the Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligation of the Depositor under this paragraph shall be evidenced by the Equity Certificate. The Depositor shall indemnify, defend and hold harmless the Owner Trustee Trustees (including in its individual capacity) and the Indenture Trustee (including in its their individual capacity) from and against any loss, liability or expense incurred by reason of the Depositor's ’s or Trust's ’s violation of federal or state securities laws in connection with the offering and sale of the Notes and the Certificate. Indemnification under this Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation; provided, however, that the indemnification under this Section, notwithstanding anything to the contrary, is limited to the assets of the Depositor (including its rights under Article VI of the Substitute VFC Purchase Agreement; Article VI of the NonSeries 2005-EF1 VFC Purchase Agreement or Article VI of the Non-VFC Purchase Agreement); provided, further, any indemnity payments to be made pursuant to this Section shall not be made from the Trust Assets (except to the extent any of the same have been distributed to the Depositor free and clear of any interest of the Trust therein and except to the extent CFUSA as co-obligor is obligated to make such payment pursuant to Article VI of the Substitute Series 2005-EF1 VFC Purchase Agreement; , or Article VI of the Non-VFC Purchase Agreement or Article VI of the VFC Purchase Agreement), and such indemnity payments, if unpaid, shall not constitute a claim against the Trust or the Trust Assets (except in respect of rights against CFUSA in respect of the aforementioned Articles of the Purchase and Sale Agreements). If the Depositor (or CFUSA pursuant to the aforementioned Articles of the Purchase and Sale Agreements) shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor (or CFUSA, as applicable), without interest. Indemnification under this Section shall survive the resignation or removal of any of the Owner Trustee or the Indenture TrusteeTrustees, as the case may be, and the termination of the Trust Agreement or this Agreement.