Common use of Liability of Seller; Indemnities Clause in Contracts

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement and shall have no other obligations or liabilities hereunder. The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the sale of the Receivables to the Issuer or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, or license taxes (but not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes, including franchise taxes measured by net income), arising out of the transactions contemplated by this Agreement and the other Basic Documents, and costs and expenses in defending against the same. The Seller shall indemnify, defend, and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any loss, liability or expense incurred by reason of (i) the Seller's willful misfeasance, bad faith, or gross negligence in the performance of its duties hereunder, or by reason of reckless disregard of the obligations and duties hereunder and (ii) the Seller's violation of federal or state securities laws in connection with the registration of the sale of the Notes and the Certificates. Indemnification under this Section 6.2 shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 and the Issuer, the Owner Trustee or the Indenture Trustee, respectively, thereafter shall collect any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, shall repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the such Seller in such capacity under this Agreement Agreement. The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Master Servicer 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 Basic Documents, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Contracts to the Issuer or the issuance and original sale of the Securities, or asserted with respect to ownership of the Contracts, or federal or other income taxes arising out of distributions on the Certificates or the Notes) and costs and expenses in defending against the same. The Seller shall have no indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Securityholders from and against any loss, liability or expense incurred by reason of such Seller'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 or liabilities hereunderand duties under this Agreement. The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect toall costs, expenses, losses, claims, damages and as of the date of, the sale of the Receivables to the Issuer or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, or license taxes (but not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes, including franchise taxes measured by net income), liabilities arising out of or incurred in connection with the transactions contemplated by this Agreement acceptance or performance of the trusts and duties herein and, in the other Basic Documents, and costs and expenses in defending against the same. The Seller shall indemnify, defend, and hold harmless the Issuer, case of the Owner Trustee and Trustee, in the Trust Agreement and, in the case of the Indenture Trustee from and against any Trustee, in the Indenture, except to the extent that such cost, expense, loss, liability claim, damage or expense incurred by reason liability, in the case of (i) the Seller's Owner Trustee, shall be due to the willful misfeasance, bad faithfaith 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 gross negligence in the performance of its duties hereunder, or by reason of reckless disregard of the obligations and duties hereunder and (ii) the Seller's violation of federal Indenture Trustee, shall be due to the willful misfeasance, bad faith or state securities laws in connection with the registration negligence of the sale of the Notes and the CertificatesIndenture Trustee. Indemnification under this Section 6.2 shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 and the Issuer, the Owner Trustee Person to or the Indenture Trustee, respectively, on behalf of whom such payments are made thereafter shall collect any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, such Person shall promptly repay such amounts to the such Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the such Seller in such capacity under this Agreement and shall have no other obligations or liabilities hereunderAgreement. The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee Trustee, the Indenture Trustee, the Backup Servicer and the Indenture Trustee Master Servicer 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 Basic Documents, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables Contracts to the Issuer or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilegeSecurities, or license taxes (but not including any taxes asserted with respect to ownership of the Receivables Contracts, or federal or other income taxes, including franchise taxes measured by net income), arising out of distributions on the transactions contemplated by this Agreement and Certificates or the other Basic Documents, Notes) and costs and expenses in defending against the same. The Seller shall indemnify, defend, defend and hold harmless the Issuer, the Owner Trustee Trustee, the Indenture Trustee, the Backup Servicer and the Indenture Trustee Securityholders from and against any loss, liability or expense incurred by reason of (i) the such Seller's willful misfeasance, bad faith, faith or gross negligence (other than errors in judgment) in the performance of its duties hereunderunder this Agreement, or by reason of reckless disregard of the its obligations and duties hereunder under this Agreement. The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Backup Servicer from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or 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, (ii) the Seller's violation of federal Indenture Trustee, shall be due to the willful misfeasance, bad faith or state securities laws in connection with the registration negligence of the sale Indenture Trustee or (iii) the Backup Servicer, shall be due to the willful misfeasance, bad faith or negligence of the Notes and the CertificatesBackup Servicer. Indemnification under this Section 6.2 shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 and the Issuer, the Owner Trustee Person to or the Indenture Trustee, respectively, on behalf of whom such payments are made thereafter shall collect any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, such Person shall promptly repay such amounts to the such Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement and shall have no other obligations or liabilities hereunder. The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the sale of the Receivables to the Issuer or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, or license taxes (but not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes, including franchise taxes measured by net income), arising out of the transactions contemplated by this Agreement and the other Basic Documents, and costs and expenses in defending against the same. The Seller shall indemnify, defend, and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any loss, liability or expense incurred by reason of (i) the Seller's willful wilful misfeasance, bad faith, or gross negligence in the performance of its duties hereunder, or by reason of reckless disregard of the obligations and duties hereunder and (ii) the Seller's violation of federal or state securities laws in connection with the registration of the sale of the Notes and the Certificates. Indemnification under this Section 6.2 shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 and the Issuer, the Owner Trustee or the Indenture Trustee, respectively, thereafter shall collect any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, shall repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the such Seller in such capacity under this Agreement and shall have no other obligations or liabilities hereunderAgreement. The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee Trustee, the Indenture Trustee, the Backup Servicer and the Indenture Trustee Master Servicer 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 Basic Documents, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables Contracts to the Issuer or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilegeSecurities, or license taxes (but not including any taxes asserted with respect to ownership of the Receivables Contracts, or federal or other income taxes, including franchise taxes measured by net income), arising out of distributions on the transactions contemplated by this Agreement and Certificates or the other Basic Documents, Notes) and costs and expenses in defending against the same. The Seller shall indemnify, defend, defend and hold harmless the Issuer, the Owner Trustee Trustee, the Indenture Trustee, the Backup Servicer and the Indenture Trustee Securityholders from and against any loss, liability or expense incurred by reason of (i) the such Seller's willful misfeasance, bad faith, faith or gross negligence (other than errors in judgment) in the performance of its duties hereunderunder this Agreement, or by reason of reckless disregard of the its obligations and duties hereunder under this Agreement. The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Backup Servicer from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or 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, (ii) the Seller's violation of federal Indenture Trustee, shall be due to the willful misfeasance, bad faith or state securities laws in connection with the registration negligence of the sale Indenture Trustee or (iii) the Backup Servicer, shall be due to the willful misfeasance, bad faith or negligence of the Notes and the CertificatesBackup Servicer. Indemnification under this Section 6.2 shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 and the Issuer, the Owner Trustee Person to or the Indenture Trustee, respectively, on behalf of whom such payments are made thereafter shall collect any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, such Person shall promptly repay such amounts to the such Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement Agreement. The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Master Servicer 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 Basic Documents, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Contracts to the Issuer or the issuance and original sale of the Securities, or asserted with respect to ownership of the Contracts, or federal or other income taxes arising out of distributions on the Certificates or the Notes) and costs and expenses in defending against the same. The Seller shall have no indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Securityholders from and against any loss, liability or expense incurred by reason of the Seller'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 or liabilities hereunderand duties under this Agreement. The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect toall costs, expenses, losses, claims, damages and as of the date of, the sale of the Receivables to the Issuer or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, or license taxes (but not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes, including franchise taxes measured by net income), liabilities arising out of or incurred in connection with the transactions contemplated by this Agreement acceptance or performance of the trusts and duties herein and, in the other Basic Documents, and costs and expenses in defending against the same. The Seller shall indemnify, defend, and hold harmless the Issuer, case of the Owner Trustee and Trustee, in the Trust Agreement and, in the case of the Indenture Trustee from and against any Trustee, in the Indenture, except to the extent that such cost, expense, loss, liability claim, damage or expense incurred by reason liability, in the case of (i) the Seller's Owner Trustee, shall be due to the willful misfeasance, bad faithfaith 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 gross negligence in the performance of its duties hereunder, or by reason of reckless disregard of the obligations and duties hereunder and (ii) the Seller's violation of federal Indenture Trustee, shall be due to the willful misfeasance, bad faith or state securities laws in connection with the registration negligence of the sale of the Notes and the CertificatesIndenture Trustee. Indemnification under this Section 6.2 shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 and the Issuer, the Owner Trustee Person to or the Indenture Trustee, respectively, on behalf of whom such payments are made thereafter shall collect any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement and shall have no other obligations or liabilities hereunderAgreement. The Seller shall indemnify, defend and hold harmless the IssuerTrust, the Owner Trustee and the Indenture Trustee (in such role and as Successor Servicer) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date ofhereof, the sale of the Receivables to the Issuer or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, privilege or license taxes and any and all other taxes levied or assessed upon the Issuer or upon all or any part of the Collateral (but but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes, including franchise taxes measured by net income), arising out of the transactions contemplated by this Agreement and the other Basic Documents, ) and costs and expenses in defending against the same. The Indemnification under this Section 6.03 shall survive the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation (including the costs of defending any claim or bringing any claim to enforce the Seller’s indemnity obligations hereunder). If the Seller shall indemnifyhave made any indemnity payment to any Person entitled thereto pursuant to this Section 6.03 and such Person thereafter shall collect any of such amounts from others, defendsuch Person shall promptly repay such amounts to the Seller, without interest (except to the extent the recipient collects interest from others). Promptly after receipt by a party indemnified under this Section 6.03 (for purposes of this paragraph, an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim is to be made in respect thereof against the Seller under this Section 6.03, notify the Seller of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 6.03 and it notifies the Seller of the commencement thereof, the Seller will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Seller), and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against Seller will not be liable to such Indemnified Party under this Section 6.03 for any loss, liability legal or expense other expenses subsequently incurred by reason of (i) the Seller's willful misfeasance, bad faith, or gross negligence in the performance of its duties hereunder, or by reason of reckless disregard of the obligations and duties hereunder and (ii) the Seller's violation of federal or state securities laws such Indemnified Party in connection with the registration defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 6.03 shall survive the termination of this Agreement or the resignation or removal of the sale of Owner Trustee or the Notes Indenture Trustee (in such role and the Certificates. Indemnification under this Section 6.2 as Successor Servicer) and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 6.03 and the Issuer, the Owner Trustee Person to or the Indenture Trustee, respectively, on behalf of whom such payments are made thereafter shall collect collects any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, such Person shall promptly repay such amounts to the Seller, without interest (except to the extent received by such Person). The Seller’s obligations under this Section 6.03 are obligations solely of the Seller and will not constitute a claim against the Seller to the extent that the Seller does not have funds sufficient to make payment of such obligations. In furtherance of and not in derogation of the foregoing, the Issuer, the Servicer, the Indenture Trustee and the Owner Trustee, by entering into or accepting this Agreement, acknowledge and agree that they have no right, title or interest in or to the Other Assets of the Seller. To the extent that, notwithstanding the agreements and provisions contained in the preceding sentence, the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee either (i) asserts an interest or claim to, or benefit from, Other Assets, or (ii) is deemed to have any such interest, claim to, or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), then the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee, as applicable, further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and will be expressly subordinated to the indefeasible payment in full, which, under the terms of the relevant documents relating to the securitization or conveyance of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Seller), including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement will be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Issuer, the Servicer, the Indenture Trustee and the Owner Trustee each further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 6.03 and the terms of this Section 6.03 may be enforced by an action for specific performance. The provisions of this Section 6.03 will be for the third party benefit of those entitled to rely thereon and will survive the termination of this Agreement.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this the Agreement and shall have no other obligations or liabilities hereunder. The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee 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 Issuer Trust or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, or license taxes (but not not, in the case of the Trust, including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes, including franchise taxes measured by net income), arising out of the transactions contemplated by this Agreement and the other Basic DocumentsAgreement, and costs and expenses in defending against the same. The Seller shall indemnify, defend, and hold harmless the IssuerTrustee, its officers, directors, employees and agents or the Owner Trustee and the Indenture Trustee Trust from and against any loss, liability or expense incurred by reason of (i) the Seller's willful misfeasance, bad faith, or gross negligence in the performance of its duties hereunder, or by reason of reckless disregard of the obligations and duties hereunder and (ii) the Seller's violation of federal or state securities laws in connection with the registration of the sale of the Notes and the Certificates. Indemnification under this Section 6.2 17.2 shall 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. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee Trust or the Indenture Trustee, respectively, Trustee pursuant to this Section 6.2 17.2 and the Issuer, the Owner Trustee Trust or the Indenture Trustee, respectively, Trustee thereafter shall collect any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, Trust shall repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement Agreement. The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Master Servicer 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 Basic Documents, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Contracts to the Issuer or the issuance and original sale of the Securities, or asserted with respect to ownership of the Contracts, or federal or other income taxes arising out of distributions on the Certificates or the Notes) and costs and expenses in defending against the same. The Seller shall have no indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Securityholders from and against any loss, liability or expense incurred by reason of the Seller'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 or liabilities hereunderand duties under this Agreement. The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect toall costs, expenses, losses, claims, damages and as of the date of, the sale of the Receivables to the Issuer or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, or license taxes (but not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes, including franchise taxes measured by net income), liabilities arising out of or incurred in connection with the transactions contemplated by this Agreement acceptance or performance of the trusts and duties herein and, in the other Basic Documents, and costs and expenses in defending against the same. The Seller shall indemnify, defend, and hold harmless the Issuer, case of the Owner Trustee and Trustee, in the Trust Agreement and, in the case of the Indenture Trustee from and against any Trustee, in the Indenture, except to the extent that such cost, expense, loss, liability claim, damage or expense incurred by reason liability, in the case of (i) the Seller's Owner Trustee, shall be due to the willful misfeasance, bad faithfaith 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 gross negligence in the performance of its duties hereunder, or by reason of reckless disregard of the obligations and duties hereunder and (ii) the Seller's violation of federal Indenture Trustee, shall be due to the willful misfeasance, bad faith or state securities laws in connection with the registration negligence of the sale of the Notes and the CertificatesIndenture Trustee. Indemnification under this Section 6.2 shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 and the Issuer, the Owner Trustee or the Indenture Trustee, respectively, thereafter shall collect any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, shall repay such amounts to the Seller, without interest.any

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement Agreement. The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Master Servicer 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 Basic Documents, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Contracts to the Issuer or the issuance and original sale of the Securities, or asserted with respect to ownership of the Contracts, or federal or other income taxes arising out of distributions on the Certificates or the Notes) and costs and expenses in defending against the same. The Seller shall have no indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Securityholders from and against any loss, liability or expense incurred by reason of the Seller'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 or liabilities hereunderand duties under this Agreement. The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect toall costs, expenses, losses, claims, damages and as of the date of, the sale of the Receivables to the Issuer or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, or license taxes (but not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes, including franchise taxes measured by net income), liabilities arising out of or incurred in connection with the transactions contemplated by this Agreement acceptance or performance of the trusts and duties herein and, in the other Basic Documents, and costs and expenses in defending against the same. The Seller shall indemnify, defend, and hold harmless the Issuer, case of the Owner Trustee and Trustee, in the Trust Agreement and, in the case of the Indenture Trustee from and against any Trustee, in the Indenture, except to the extent that such cost, expense, loss, liability claim, damage or expense incurred by reason liability, in the case of (i) the Seller's Owner Trustee, shall be due to the willful misfeasance, bad faithfaith 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 gross negligence in the performance of its duties hereunder, or by reason of reckless disregard of the obligations and duties hereunder and (ii) the Seller's violation of federal Indenture Trustee, shall be due to the willful misfeasance, bad faith or state securities laws in connection with the registration negligence of the sale of the Notes and the CertificatesIndenture Trustee. Indemnification under this Section 6.2 shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any 63 69 indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 and the Issuer, the Owner Trustee Person to or the Indenture Trustee, respectively, on behalf of whom such payments are made thereafter shall collect any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement and shall have no other obligations or liabilities hereunderAgreement. The Seller shall indemnify, defend and hold harmless the IssuerTrust, the Owner Trustee and the Indenture Trustee (in such role and as Successor Servicer) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date ofhereof, the sale of the Receivables to the Issuer or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, privilege or license taxes and any and all other taxes levied or assessed upon the Issuer or upon all or any part of the Collateral (but but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes, including franchise taxes measured by net income), arising out of the transactions contemplated by this Agreement and the other Basic Documents, ) and costs and expenses in defending against the same. The (NAROT 2018-A Sale and Servicing Agreement) Indemnification under this Section 6.03 shall survive the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation (including the costs of defending any claim or bringing any claim to enforce the Seller’s indemnity obligations hereunder). If the Seller shall indemnifyhave made any indemnity payment to any Person entitled thereto pursuant to this Section 6.03 and such Person thereafter shall collect any of such amounts from others, defendsuch Person shall promptly repay such amounts to the Seller, without interest (except to the extent the recipient collects interest from others). Promptly after receipt by a party indemnified under this Section 6.03 (for purposes of this paragraph, an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim is to be made in respect thereof against the Seller under this Section 6.03, notify the Seller of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 6.03 and it notifies the Seller of the commencement thereof, the Seller will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Seller), and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against Seller will not be liable to such Indemnified Party under this Section 6.03 for any loss, liability legal or expense other expenses subsequently incurred by reason of (i) the Seller's willful misfeasance, bad faith, or gross negligence in the performance of its duties hereunder, or by reason of reckless disregard of the obligations and duties hereunder and (ii) the Seller's violation of federal or state securities laws such Indemnified Party in connection with the registration defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 6.03 shall survive the termination of this Agreement or the resignation or removal of the sale of Owner Trustee or the Notes Indenture Trustee (in such role and the Certificates. Indemnification under this Section 6.2 as Successor Servicer) and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 6.03 and the Issuer, the Owner Trustee Person to or the Indenture Trustee, respectively, on behalf of whom such payments are made thereafter shall collect collects any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, such Person shall promptly repay such amounts to the Seller, without interest (except to the extent received by such Person). The Seller’s obligations under this Section 6.03 are obligations solely of the Seller and will not constitute a claim against the Seller to the extent that the Seller does not have funds sufficient to make payment of such obligations. In furtherance of and not in derogation of the foregoing, the Issuer, the Servicer, the Indenture Trustee and the Owner Trustee, by entering into or accepting this Agreement, acknowledge and agree that they have no right, title or interest in or to the Other Assets of the Seller. To the extent that, notwithstanding the agreements and provisions contained in the preceding sentence, the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee either (i) asserts an interest or claim to, or benefit from, Other Assets, or (ii) is deemed to have any such interest, claim to, or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), then the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee, as applicable, further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and will be expressly subordinated to the indefeasible payment in full, which, under the terms of the relevant documents relating to the securitization or conveyance of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Seller), including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement will be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Issuer, the Servicer, the Indenture (NAROT 2018-A Sale and Servicing Agreement) Trustee and the Owner Trustee each further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 6.03 and the terms of this Section 6.03 may be enforced by an action for specific performance. The provisions of this Section 6.03 will be for the third party benefit of those entitled to rely thereon and will survive the termination of this Agreement.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement and shall have no other obligations or liabilities hereunderAgreement. The Seller shall indemnify, defend and hold harmless the IssuerTrust, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date ofhereof, the sale of the Receivables to the Issuer or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, privilege or license taxes and any and all other taxes levied or assessed upon the Issuer or upon all or any part of the Collateral (but but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes, including franchise taxes measured by net income), arising out of the transactions contemplated by this Agreement and the other Basic Documents, ) and costs and expenses in defending against the same. The Indemnification under this Section 6.03 shall survive the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall indemnifyhave made any indemnity payment to any Person entitled thereto pursuant to this Section 6.03 and such Person thereafter shall collect any of such amounts from others, defendsuch Person shall promptly repay such amounts to the Seller, without interest (except to the extent the recipient collects interest from others). Promptly after receipt by a party indemnified under this Section 6.03 (for purposes of this paragraph, an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim is to be made in respect thereof against the Seller under this Section 6.03, notify the Seller of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 6.03 and it notifies the Seller of the commencement thereof, the Seller will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Seller), and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against Seller will not be liable to such Indemnified Party under this Section 6.03 for any loss, liability legal or expense other expenses subsequently incurred by reason of (i) the Seller's willful misfeasance, bad faith, or gross negligence in the performance of its duties hereunder, or by reason of reckless disregard of the obligations and duties hereunder and (ii) the Seller's violation of federal or state securities laws such Indemnified Party in connection with the registration defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 6.03 shall survive the termination of this Agreement or the resignation or removal of the sale of Owner Trustee or the Notes Indenture Trustee and the Certificates. Indemnification under this Section 6.2 shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 6.03 and the Issuer, the Owner Trustee Person to or the Indenture Trustee, respectively, on behalf of whom such payments are made thereafter shall collect collects any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, such Person shall promptly repay such amounts to the Seller, without interest (except to the extent received by such Person). 45 (Nissan 20[ ]-[ ] Sale and Servicing Agreement) The Seller’s obligations under this Section 6.03 are obligations solely of the Seller and will not constitute a claim against the Seller to the extent that the Seller does not have funds sufficient to make payment of such obligations. In furtherance of and not in derogation of the foregoing, the Issuer, the Servicer, the Indenture Trustee and the Owner Trustee, by entering into or accepting this Agreement, acknowledge and agree that they have no right, title or interest in or to the Other Assets of the Seller. To the extent that, notwithstanding the agreements and provisions contained in the preceding sentence, the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee either (i) asserts an interest or claim to, or benefit from, Other Assets, or (ii) is deemed to have any such interest, claim to, or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), then the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee, as applicable, further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and will be expressly subordinated to the indefeasible payment in full, which, under the terms of the relevant documents relating to the securitization or conveyance of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Seller), including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement will be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Issuer, the Servicer, the Indenture Trustee and the Owner Trustee each further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 6.03 and the terms of this Section 6.03 may be enforced by an action for specific performance. The provisions of this Section 6.03 will be for the third party benefit of those entitled to rely thereon and will survive the termination of this Agreement.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement and shall have no other obligations or liabilities hereunderAgreement. The Seller shall indemnify, defend and hold harmless the IssuerTrust, the Owner Trustee and the Indenture Trustee (in such role and as Successor Servicer) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date ofhereof, the sale of the Receivables to the Issuer or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, privilege or license taxes and any and all other taxes levied or assessed upon the Issuer or upon all or any part of the Collateral (but but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes, including franchise taxes measured by net income), arising out of the transactions contemplated by this Agreement and the other Basic Documents, ) and costs and expenses in defending against the same. The 41 (NAROT 2022-B Sale and Servicing Agreement) Indemnification under this Section 6.03 shall survive the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation (including the costs of defending any claim or bringing any claim to enforce the Seller’s indemnity obligations hereunder). If the Seller shall indemnifyhave made any indemnity payment to any Person entitled thereto pursuant to this Section 6.03 and such Person thereafter shall collect any of such amounts from others, defendsuch Person shall promptly repay such amounts to the Seller, without interest (except to the extent the recipient collects interest from others). Promptly after receipt by a party indemnified under this Section 6.03 (for purposes of this paragraph, an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim is to be made in respect thereof against the Seller under this Section 6.03, notify the Seller of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 6.03 and it notifies the Seller of the commencement thereof, the Seller will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Seller), and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against Seller will not be liable to such Indemnified Party under this Section 6.03 for any loss, liability legal or expense other expenses subsequently incurred by reason of (i) the Seller's willful misfeasance, bad faith, or gross negligence in the performance of its duties hereunder, or by reason of reckless disregard of the obligations and duties hereunder and (ii) the Seller's violation of federal or state securities laws such Indemnified Party in connection with the registration defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 6.03 shall survive the termination of this Agreement or the resignation or removal of the sale of Owner Trustee or the Notes Indenture Trustee (in such role and the Certificates. Indemnification under this Section 6.2 as Successor Servicer) and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 6.03 and the Issuer, the Owner Trustee Person to or the Indenture Trustee, respectively, on behalf of whom such payments are made thereafter shall collect collects any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, such Person shall promptly repay such amounts to the Seller, without interest (except to the extent received by such Person). The Seller’s obligations under this Section 6.03 are obligations solely of the Seller and will not constitute a claim against the Seller to the extent that the Seller does not have funds sufficient to make payment of such obligations. In furtherance of and not in derogation of the foregoing, the Issuer, the Servicer, the Indenture Trustee and the Owner Trustee, by entering into or accepting this Agreement, acknowledge and agree that they have no right, title or interest in or to the Other Assets of the Seller. To the extent that, notwithstanding the agreements and provisions contained in the preceding sentence, the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee either (i) asserts an interest or claim to, or benefit from, Other Assets, or (ii) is deemed to have any such interest, claim to, or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), then the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee, as applicable, further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and will be expressly subordinated to the indefeasible payment in full, which, under the terms of the relevant documents relating to the securitization or conveyance of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other 42 (NAROT 2022-B Sale and Servicing Agreement) Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Seller), including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement will be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Issuer, the Servicer, the Indenture Trustee and the Owner Trustee each further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 6.03 and the terms of this Section 6.03 may be enforced by an action for specific performance. The provisions of this Section 6.03 will be for the third party benefit of those entitled to rely thereon and will survive the termination of this Agreement.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement and shall have no other obligations or liabilities hereunderAgreement. The Seller shall indemnify, defend and hold harmless the IssuerTrust, the Owner Trustee and the Indenture Trustee (in such role and as Successor Servicer) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date ofhereof, the sale of the Receivables to the Issuer or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, privilege or license taxes and any and all other taxes levied or assessed upon the Issuer or upon all or any part of the Collateral (but but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes, including franchise taxes measured by net income), arising out of the transactions contemplated by this Agreement and the other Basic Documents, ) and costs and expenses in defending against the same. The Indemnification under this Section 6.03 shall survive the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation (including the costs of defending any claim or bringing any claim to enforce the Seller’s indemnity obligations hereunder). If the Seller shall indemnifyhave made any indemnity payment to any Person entitled thereto pursuant to this Section 6.03 and such Person thereafter shall collect any of such amounts from others, defendsuch Person shall promptly repay such amounts to the Seller, without interest (except to the extent the recipient collects interest from others). 44 (Nissan 2017-B Sale and Servicing Agreement) Promptly after receipt by a party indemnified under this Section 6.03 (for purposes of this paragraph, an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim is to be made in respect thereof against the Seller under this Section 6.03, notify the Seller of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 6.03 and it notifies the Seller of the commencement thereof, the Seller will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Seller), and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against Seller will not be liable to such Indemnified Party under this Section 6.03 for any loss, liability legal or expense other expenses subsequently incurred by reason of (i) the Seller's willful misfeasance, bad faith, or gross negligence in the performance of its duties hereunder, or by reason of reckless disregard of the obligations and duties hereunder and (ii) the Seller's violation of federal or state securities laws such Indemnified Party in connection with the registration defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 6.03 shall survive the termination of this Agreement or the resignation or removal of the sale of Owner Trustee or the Notes Indenture Trustee (in such role and the Certificates. Indemnification under this Section 6.2 as Successor Servicer) and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 6.03 and the Issuer, the Owner Trustee Person to or the Indenture Trustee, respectively, on behalf of whom such payments are made thereafter shall collect collects any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, such Person shall promptly repay such amounts to the Seller, without interest (except to the extent received by such Person). The Seller’s obligations under this Section 6.03 are obligations solely of the Seller and will not constitute a claim against the Seller to the extent that the Seller does not have funds sufficient to make payment of such obligations. In furtherance of and not in derogation of the foregoing, the Issuer, the Servicer, the Indenture Trustee and the Owner Trustee, by entering into or accepting this Agreement, acknowledge and agree that they have no right, title or interest in or to the Other Assets of the Seller. To the extent that, notwithstanding the agreements and provisions contained in the preceding sentence, the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee either (i) asserts an interest or claim to, or benefit from, Other Assets, or (ii) is deemed to have any such interest., claim to, or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), then the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee, as applicable, further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and will be expressly subordinated to the indefeasible payment in full, which, under the terms of the relevant documents relating to the securitization or conveyance of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Seller), including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement will be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Issuer, the Servicer, the Indenture Trustee and the Owner Trustee each further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 6.03 and the terms of this Section 6.03 may be enforced by an action for specific performance. The provisions of this Section 6.03 will be for the third party benefit of those entitled to rely thereon and will survive the termination of this Agreement. 45 (Nissan 2017-B Sale and Servicing Agreement)

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement Agreement. The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Master Servicer 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 Basic Documents, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Contracts to the Issuer or the issuance and original sale of the Securities, or asserted with respect to ownership of the Contracts, or federal or other income taxes arising out of distributions on the Certificates or the Notes) and costs and expenses in defending against the same. The Seller shall have no indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Securityholders from and against any loss, liability or expense incurred by reason of the Seller'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 or liabilities hereunderand duties under this Agreement. The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect toall costs, expenses, losses, claims, damages and as of the date of, the sale of the Receivables to the Issuer or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, or license taxes (but not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes, including franchise taxes measured by net income), liabilities arising out of or incurred in connection with the transactions contemplated by this Agreement acceptance or performance of the trusts and duties herein and, in the other Basic Documents, and costs and expenses in defending against the same. The Seller shall indemnify, defend, and hold harmless the Issuer, case of the Owner Trustee and Trustee, in the Trust Agreement and, in the case of the Indenture Trustee from and against any Trustee, in the Indenture, except to the extent that such cost, expense, loss, liability claim, damage or expense incurred by reason liability, in the case of (i) the Seller's Owner Trustee, shall be due to the willful misfeasance, bad faithfaith 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 gross negligence in the performance of its duties hereunder, or by reason of reckless disregard of the obligations and duties hereunder and (ii) the Seller's violation of federal Indenture Trustee, shall be due to the willful misfeasance, bad faith or state securities laws in connection with the registration negligence of the sale of the Notes and the CertificatesIndenture Trustee. Indemnification under this Section 6.2 shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 and the Issuer, the Owner Trustee Person to or the Indenture Trustee, respectively, thereafter shall collect any on behalf of whom such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, shall repay such amounts to the Seller, without interest.payments are

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement and shall have no other obligations or liabilities hereunderAgreement. The Seller shall indemnify, defend and hold harmless the IssuerTrust, the Owner Trustee and the Indenture Trustee (in such role and as Successor Servicer) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date ofhereof, the sale of the Receivables to the Issuer or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, privilege or license taxes and any and all other taxes levied or assessed upon the Issuer or upon all or any part of the Collateral (but but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes, including franchise taxes measured by net income), arising out of the transactions contemplated by this Agreement and the other Basic Documents, ) and costs and expenses in defending against the same. The Indemnification under this Section 6.03 shall survive the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation (including the costs of defending any claim or bringing any claim to enforce the Seller’s indemnity obligations hereunder). If the Seller shall indemnifyhave made any indemnity payment to any Person entitled thereto pursuant to this Section 6.03 and such Person thereafter shall collect any of such amounts from others, defendsuch Person shall promptly repay such amounts to the Seller, without interest (except to the extent the recipient collects interest from others). 43 (NAROT 2019-B Sale and Servicing Agreement) Promptly after receipt by a party indemnified under this Section 6.03 (for purposes of this paragraph, an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim is to be made in respect thereof against the Seller under this Section 6.03, notify the Seller of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 6.03 and it notifies the Seller of the commencement thereof, the Seller will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Seller), and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against Seller will not be liable to such Indemnified Party under this Section 6.03 for any loss, liability legal or expense other expenses subsequently incurred by reason of (i) the Seller's willful misfeasance, bad faith, or gross negligence in the performance of its duties hereunder, or by reason of reckless disregard of the obligations and duties hereunder and (ii) the Seller's violation of federal or state securities laws such Indemnified Party in connection with the registration defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 6.03 shall survive the termination of this Agreement or the resignation or removal of the sale of Owner Trustee or the Notes Indenture Trustee (in such role and the Certificates. Indemnification under this Section 6.2 as Successor Servicer) and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 6.03 and the Issuer, the Owner Trustee Person to or the Indenture Trustee, respectively, on behalf of whom such payments are made thereafter shall collect collects any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, such Person shall promptly repay such amounts to the Seller, without interest (except to the extent received by such Person). The Seller’s obligations under this Section 6.03 are obligations solely of the Seller and will not constitute a claim against the Seller to the extent that the Seller does not have funds sufficient to make payment of such obligations. In furtherance of and not in derogation of the foregoing, the Issuer, the Servicer, the Indenture Trustee and the Owner Trustee, by entering into or accepting this Agreement, acknowledge and agree that they have no right, title or interest in or to the Other Assets of the Seller. To the extent that, notwithstanding the agreements and provisions contained in the preceding sentence, the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee either (i) asserts an interest or claim to, or benefit from, Other Assets, or (ii) is deemed to have any such interest., claim to, or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), then the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee, as applicable, further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and will be expressly subordinated to the indefeasible payment in full, which, under the terms of the relevant documents relating to the securitization or conveyance of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Seller), including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement will be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Issuer, the Servicer, the Indenture Trustee and the Owner Trustee each further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 6.03 and the terms of this Section 6.03 may be enforced by an action for specific performance. The provisions of this Section 6.03 will be for the third party benefit of those entitled to rely thereon and will survive the termination of this Agreement. 44 (NAROT 2019-B Sale and Servicing Agreement)

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement and shall have no other obligations or liabilities hereunder. The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the sale of the Receivables to the Issuer or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, or license taxes (but not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes, including franchise taxes measured by net income), arising out of the transactions contemplated by this Agreement and the other Basic Documents, and costs and expenses in defending against the same. The Seller shall indemnify, defend, and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any loss, liability or expense incurred by reason of (i) the Seller's ’s willful misfeasance, bad faith, or gross negligence in the performance of its duties hereunder, or by reason of reckless disregard of the its obligations and duties hereunder and (ii) the Seller's ’s violation of federal or state securities laws in connection with the registration of the sale of the Notes and the Certificates. Indemnification under this Section 6.2 shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 and the Issuer, the Owner Trustee or the Indenture Trustee, respectively, recipient thereafter shall collect collects any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, recipient shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement and shall have no other obligations or liabilities hereunderAgreement. The Seller shall indemnify, defend and hold harmless the IssuerTrust, the Owner Trustee and the Indenture Trustee (in such role and as Successor Servicer) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date ofhereof, the sale of the Receivables to the Issuer or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, privilege or license taxes and any and all other taxes levied or assessed upon the Issuer or upon all or any part of the Collateral (but but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes, including franchise taxes measured by net income), arising out of the transactions contemplated by this Agreement and the other Basic Documents, ) and costs and expenses in defending against the same. The Indemnification under this Section 6.03 shall survive the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation (including the costs of defending any claim or bringing any claim to enforce the Seller’s indemnity obligations hereunder). If the Seller shall indemnifyhave made any indemnity payment to any Person entitled thereto pursuant to this Section 6.03 and such Person thereafter shall collect any of such amounts from others, defendsuch Person shall promptly repay such amounts to the Seller, without interest (except to the extent the recipient collects interest from others). 43 (NAROT 2023-A Sale and Servicing Agreement) Promptly after receipt by a party indemnified under this Section 6.03 (for purposes of this paragraph, an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim is to be made in respect thereof against the Seller under this Section 6.03, notify the Seller of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 6.03 and it notifies the Seller of the commencement thereof, the Seller will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Seller), and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against Seller will not be liable to such Indemnified Party under this Section 6.03 for any loss, liability legal or expense other expenses subsequently incurred by reason of (i) the Seller's willful misfeasance, bad faith, or gross negligence in the performance of its duties hereunder, or by reason of reckless disregard of the obligations and duties hereunder and (ii) the Seller's violation of federal or state securities laws such Indemnified Party in connection with the registration defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 6.03 shall survive the termination of this Agreement or the resignation or removal of the sale of Owner Trustee or the Notes Indenture Trustee (in such role and the Certificates. Indemnification under this Section 6.2 as Successor Servicer) and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 6.03 and the Issuer, the Owner Trustee Person to or the Indenture Trustee, respectively, on behalf of whom such payments are made thereafter shall collect collects any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, such Person shall promptly repay such amounts to the Seller, without interest (except to the extent received by such Person). The Seller’s obligations under this Section 6.03 are obligations solely of the Seller and will not constitute a claim against the Seller to the extent that the Seller does not have funds sufficient to make payment of such obligations. In furtherance of and not in derogation of the foregoing, the Issuer, the Servicer, the Indenture Trustee and the Owner Trustee, by entering into or accepting this Agreement, acknowledge and agree that they have no right, title or interest in or to the Other Assets of the Seller. To the extent that, notwithstanding the agreements and provisions contained in the preceding sentence, the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee either (i) asserts an interest or claim to, or benefit from, Other Assets, or (ii) is deemed to have any such interest., claim to, or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), then the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee, as applicable, further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and will be expressly subordinated to the indefeasible payment in full, which, under the terms of the relevant documents relating to the securitization or conveyance of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Seller), including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement will be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Issuer, the Servicer, the Indenture Trustee and the Owner Trustee each further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 6.03 and the terms of this Section 6.03 may be enforced by an action for specific performance. The provisions of this Section 6.03 will be for the third party benefit of those entitled to rely thereon and will survive the termination of this Agreement. 44 (NAROT 2023-A Sale and Servicing Agreement)

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement and shall have no other obligations or liabilities hereunderAgreement. The Seller shall indemnify, defend and hold harmless the IssuerTrust, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date ofhereof, the sale of the Receivables to the Issuer Trust or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, privilege or license taxes and any and all other taxes levied or assessed upon the Issuer or upon all or any part of the Collateral (but but, in the case of the Trust, not including any taxes asserted with respect to ownership of the 49 (Nissan 2014-A Sale and Servicing Agreement) Receivables or federal or other income taxes, including franchise taxes measured by net income), arising out of the transactions contemplated by this Agreement and the other Basic Documents, ) and costs and expenses in defending against the same. The Indemnification under this Section 6.03 shall survive the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall indemnifyhave made any indemnity payment to any Person entitled thereto pursuant to this Section 6.03 and such Person thereafter shall collect any of such amounts from others, defendsuch Person shall promptly repay such amounts to the Seller, without interest (except to the extent the recipient collects interest from others). Promptly after receipt by a party indemnified under this Section 6.03 (for purposes of this paragraph, an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim is to be made in respect thereof against the Seller under this Section 6.03, notify the Seller of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 6.03 and it notifies the Seller of the commencement thereof, the Seller will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Seller), and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against Seller will not be liable to such Indemnified Party under this Section 6.03 for any loss, liability legal or expense other expenses subsequently incurred by reason of (i) the Seller's willful misfeasance, bad faith, or gross negligence in the performance of its duties hereunder, or by reason of reckless disregard of the obligations and duties hereunder and (ii) the Seller's violation of federal or state securities laws such Indemnified Party in connection with the registration defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 6.03 shall survive the termination of this Agreement or the resignation or removal of the sale of Owner Trustee or the Notes Indenture Trustee and the Certificates. Indemnification under this Section 6.2 shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 6.03 and the Issuer, the Owner Trustee Person to or the Indenture Trustee, respectively, on behalf of whom such payments are made thereafter shall collect collects any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, such Person shall promptly repay such amounts to the Seller, without interest (except to the extent received by such Person). The Seller’s obligations under this Section 6.03 are obligations solely of the Seller and will not constitute a claim against the Seller to the extent that the Seller does not have funds sufficient to make payment of such obligations. In furtherance of and not in derogation of the foregoing, the Issuer, the Servicer, the Indenture Trustee and the Owner Trustee, by entering into or accepting this Agreement, acknowledge and agree that they have no right, title or interest in or to the Other Assets of the Seller. To the extent that, notwithstanding the agreements and provisions contained in the preceding sentence, the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee either (i) asserts an interest or claim to, or benefit from, Other Assets, or (ii) is deemed to have any such interest, claim to, or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), then the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee, as applicable, further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and will be expressly subordinated to the indefeasible payment in full, which, under the terms of the relevant documents relating to the securitization or conveyance of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against 50 (Nissan 2014-A Sale and Servicing Agreement) the Seller), including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement will be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Issuer, the Servicer, the Indenture Trustee and the Owner Trustee each further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 6.03 and the terms of this Section 6.03 may be enforced by an action for specific performance. The provisions of this Section 6.03 will be for the third party benefit of those entitled to rely thereon and will survive the termination of this Agreement.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement and shall have no other obligations or liabilities hereunderAgreement. The Seller shall indemnify, defend and hold harmless the IssuerTrust, the Owner Trustee and the Indenture Trustee (in such role and as Successor Servicer) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date ofhereof, the sale of the Receivables to the Issuer or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, privilege or license taxes and any and all other taxes levied or assessed upon the Issuer or upon all or any part of the Collateral (but but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes, including franchise taxes measured by net income), arising out of the transactions contemplated by this Agreement and the other Basic Documents, ) and costs and expenses in defending against the same. The Indemnification under this Section 6.03 shall survive the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation (including the costs of defending any claim or bringing any claim to enforce the Seller’s indemnity obligations hereunder). If the Seller shall indemnifyhave made any indemnity payment to any Person entitled thereto pursuant to this Section 6.03 and such Person thereafter shall collect any of such amounts from others, defendsuch Person shall promptly repay such amounts to the Seller, without interest (except to the extent the recipient collects interest from others). 43 (NAROT 2023-B Sale and Servicing Agreement) Promptly after receipt by a party indemnified under this Section 6.03 (for purposes of this paragraph, an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim is to be made in respect thereof against the Seller under this Section 6.03, notify the Seller of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 6.03 and it notifies the Seller of the commencement thereof, the Seller will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Seller), and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against Seller will not be liable to such Indemnified Party under this Section 6.03 for any loss, liability legal or expense other expenses subsequently incurred by reason of (i) the Seller's willful misfeasance, bad faith, or gross negligence in the performance of its duties hereunder, or by reason of reckless disregard of the obligations and duties hereunder and (ii) the Seller's violation of federal or state securities laws such Indemnified Party in connection with the registration defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 6.03 shall survive the termination of this Agreement or the resignation or removal of the sale of Owner Trustee or the Notes Indenture Trustee (in such role and the Certificates. Indemnification under this Section 6.2 as Successor Servicer) and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 6.03 and the Issuer, the Owner Trustee Person to or the Indenture Trustee, respectively, on behalf of whom such payments are made thereafter shall collect collects any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, such Person shall promptly repay such amounts to the Seller, without interest (except to the extent received by such Person). The Seller’s obligations under this Section 6.03 are obligations solely of the Seller and will not constitute a claim against the Seller to the extent that the Seller does not have funds sufficient to make payment of such obligations. In furtherance of and not in derogation of the foregoing, the Issuer, the Servicer, the Indenture Trustee and the Owner Trustee, by entering into or accepting this Agreement, acknowledge and agree that they have no right, title or interest in or to the Other Assets of the Seller. To the extent that, notwithstanding the agreements and provisions contained in the preceding sentence, the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee either (i) asserts an interest or claim to, or benefit from, Other Assets, or (ii) is deemed to have any such interest., claim to, or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), then the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee, as applicable, further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and will be expressly subordinated to the indefeasible payment in full, which, under the terms of the relevant documents relating to the securitization or conveyance of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Seller), including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement will be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Issuer, the Servicer, the Indenture Trustee and the Owner Trustee each further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 6.03 and the terms of this Section 6.03 may be enforced by an action for specific performance. The provisions of this Section 6.03 will be for the third party benefit of those entitled to rely thereon and will survive the termination of this Agreement. 44 (NAROT 2023-B Sale and Servicing Agreement)

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement and shall have no other obligations or liabilities hereunderAgreement. The Seller shall indemnify, defend and hold harmless the IssuerTrust, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date ofhereof, the sale of the Receivables to the Issuer Trust or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, privilege or license taxes and any and all other taxes levied or assessed upon the Issuer or upon all or any part of the Collateral (but but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes, including franchise taxes measured by net income), arising out of the transactions contemplated by this Agreement and the other Basic Documents, ) and costs and expenses in defending against the same. The Indemnification under this Section 6.03 shall survive the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall indemnifyhave made any indemnity payment to any Person entitled thereto pursuant to this Section 6.03 and such Person thereafter shall collect any of such amounts from others, defendsuch Person shall promptly repay such amounts to the Seller, without interest (except to the extent the recipient collects interest from others). 51 (Nissan 2015-C Sale and Servicing Agreement) Promptly after receipt by a party indemnified under this Section 6.03 (for purposes of this paragraph, an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim is to be made in respect thereof against the Seller under this Section 6.03, notify the Seller of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 6.03 and it notifies the Seller of the commencement thereof, the Seller will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Seller), and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against Seller will not be liable to such Indemnified Party under this Section 6.03 for any loss, liability legal or expense other expenses subsequently incurred by reason of (i) the Seller's willful misfeasance, bad faith, or gross negligence in the performance of its duties hereunder, or by reason of reckless disregard of the obligations and duties hereunder and (ii) the Seller's violation of federal or state securities laws such Indemnified Party in connection with the registration defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 6.03 shall survive the termination of this Agreement or the resignation or removal of the sale of Owner Trustee or the Notes Indenture Trustee and the Certificates. Indemnification under this Section 6.2 shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 6.03 and the Issuer, the Owner Trustee Person to or the Indenture Trustee, respectively, on behalf of whom such payments are made thereafter shall collect collects any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, such Person shall promptly repay such amounts to the Seller, without interest (except to the extent received by such Person). The Seller’s obligations under this Section 6.03 are obligations solely of the Seller and will not constitute a claim against the Seller to the extent that the Seller does not have funds sufficient to make payment of such obligations. In furtherance of and not in derogation of the foregoing, the Issuer, the Servicer, the Indenture Trustee and the Owner Trustee, by entering into or accepting this Agreement, acknowledge and agree that they have no right, title or interest in or to the Other Assets of the Seller. To the extent that, notwithstanding the agreements and provisions contained in the preceding sentence, the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee either (i) asserts an interest or claim to, or benefit from, Other Assets, or (ii) is deemed to have any such interest, claim to, or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), then the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee, as applicable, further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and will be expressly subordinated to the indefeasible payment in full, which, under the terms of the relevant documents relating to the securitization or conveyance of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Seller), including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement will be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Issuer, the Servicer, the Indenture Trustee and the Owner Trustee each further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 6.03 and the terms of this Section 6.03 may be enforced by an action for specific performance. The provisions of this Section 6.03 will be for the third party benefit of those entitled to rely thereon and will survive the termination of this Agreement.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement and shall have no other obligations or liabilities hereunder. The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect toAgreement, and as of the date of, the sale of the Receivables hereby agrees to the Issuer or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, or license taxes following: (but not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes, including franchise taxes measured by net income), arising out of the transactions contemplated by this Agreement and the other Basic Documents, and costs and expenses in defending against the same. a) The Seller shall indemnify, defend, and hold harmless the Issuer, the Backup Servicer (including in its capacity as Successor Servicer), the Paying Agent, the Calculation Agent, 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 (including reasonable attorneys’ fees and expenses and court costs and any losses incurred in connection with a successful defense, in whole or part, of any claim that the Backup Servicer, the Paying Agent, the Calculation Agent or Indenture Trustee breached its standard of care and legal fees and expenses incurred in actions against the indemnifying party) incurred by reason of (i) the Seller's willful misfeasance, bad faith, or gross negligence in the performance of its duties hereunder, or by reason of reckless disregard of the obligations and duties hereunder and (ii) the Seller's ’s violation of federal or state State securities laws in connection with the registration of or the sale of the Notes and the CertificatesNotes. (b) Indemnification under this Section 6.2 shall include 5.2 will survive the resignation or removal of the Owner Trustee, the Backup Servicer (including in its capacity as Successor Servicer), the Calculation Agent, the Paying Agent or the Indenture Trustee and the termination of this Agreement and will include, without limitation, reasonable fees and expenses of counsel and expenses of litigationlitigation including those incurred in connection with the enforcement of such party’s respective rights (including indemnification rights) under the Transaction Documents. If the Seller shall have has made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 5.2 and the Issuer, the Owner Trustee Person to or the Indenture Trustee, respectively, on behalf of whom such payments are made thereafter shall collect collects any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, shall such Person will promptly repay such amounts to the Seller, without interest.. (c) The Seller’s obligations under this Section 5.2 are obligations solely of the Seller and will not constitute a claim against the Seller to the extent that the Seller does not have funds sufficient to make payment of such obligations. In furtherance of and not in derogation of the foregoing, the Issuer, the Servicer, the Indenture Trustee, the Backup Servicer, the Calculation

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement and shall have no other obligations or liabilities hereunderAgreement. The Seller shall indemnify, defend and hold harmless the IssuerTrust, the Owner Trustee and the Indenture Trustee (in such role and as Successor Servicer) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date ofhereof, the sale of the Receivables to the Issuer or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, privilege or license taxes and any and all other taxes levied or assessed upon the Issuer or upon all or any part of the Collateral (but but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes, including franchise taxes measured by net income), arising out of the transactions contemplated by this Agreement and the other Basic Documents, ) and costs and expenses in defending against the same. The 44 (NAROT 2018-C Sale and Servicing Agreement) Indemnification under this Section 6.03 shall survive the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation (including the costs of defending any claim or bringing any claim to enforce the Seller’s indemnity obligations hereunder). If the Seller shall indemnifyhave made any indemnity payment to any Person entitled thereto pursuant to this Section 6.03 and such Person thereafter shall collect any of such amounts from others, defendsuch Person shall promptly repay such amounts to the Seller, without interest (except to the extent the recipient collects interest from others). Promptly after receipt by a party indemnified under this Section 6.03 (for purposes of this paragraph, an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim is to be made in respect thereof against the Seller under this Section 6.03, notify the Seller of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 6.03 and it notifies the Seller of the commencement thereof, the Seller will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Seller), and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against Seller will not be liable to such Indemnified Party under this Section 6.03 for any loss, liability legal or expense other expenses subsequently incurred by reason of (i) the Seller's willful misfeasance, bad faith, or gross negligence in the performance of its duties hereunder, or by reason of reckless disregard of the obligations and duties hereunder and (ii) the Seller's violation of federal or state securities laws such Indemnified Party in connection with the registration defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 6.03 shall survive the termination of this Agreement or the resignation or removal of the sale of Owner Trustee or the Notes Indenture Trustee (in such role and the Certificates. Indemnification under this Section 6.2 as Successor Servicer) and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 6.03 and the Issuer, the Owner Trustee Person to or the Indenture Trustee, respectively, on behalf of whom such payments are made thereafter shall collect collects any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, such Person shall promptly repay such amounts to the Seller, without interest (except to the extent received by such Person). The Seller’s obligations under this Section 6.03 are obligations solely of the Seller and will not constitute a claim against the Seller to the extent that the Seller does not have funds sufficient to make payment of such obligations. In furtherance of and not in derogation of the foregoing, the Issuer, the Servicer, the Indenture Trustee and the Owner Trustee, by entering into or accepting this Agreement, acknowledge and agree that they have no right, title or interest in or to the Other Assets of the Seller. To the extent that, notwithstanding the agreements and provisions contained in the preceding sentence, the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee either (i) asserts an interest or claim to, or benefit from, Other Assets, or (ii) is deemed to have any such interest, claim to, or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), then the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee, as applicable, further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and will be expressly subordinated to the indefeasible payment in full, which, under the terms of the relevant documents relating to the securitization or conveyance of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Seller), including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement will be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Issuer, the Servicer, the Indenture 45 (NAROT 2018-C Sale and Servicing Agreement) Trustee and the Owner Trustee each further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 6.03 and the terms of this Section 6.03 may be enforced by an action for specific performance. The provisions of this Section 6.03 will be for the third party benefit of those entitled to rely thereon and will survive the termination of this Agreement.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement and shall have no other obligations or liabilities hereunderAgreement. The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee Trustee, the Indenture Trustee, the Insurer and the Indenture Trustee Custodian and their respective officers, directors, agents and employees 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 Issuer or transactions contemplated herein and in the issuance and original sale of the Notes and the Certificatesother Basic Documents, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, privilege or license taxes (but not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes, including franchise taxes measured by net income), arising out of distributions on the transactions contemplated by this Agreement and the other Basic Documents, Notes) and costs and expenses in defending against the same. The Seller shall indemnify, defend, defend and hold harmless the Issuer, the Owner Trustee Trustee, the Indenture Trustee, the Insurer, the Custodian their respective officers, directors, agents and employees and the Indenture Trustee Noteholders from and against any loss, liability or expense incurred by reason of (i) the Seller's willful misfeasance, bad faith, faith or gross negligence (other than errors in judgment) in the performance of its duties hereunderunder this Agreement, or by reason of reckless disregard of the its obligations and duties hereunder under this Agreement. The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, and their respective officers, directors, agents and employees from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein and, in the case of the Owner Trustee, in the Owner 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 the Owner Trust Agreement, (ii) the Seller's violation of federal Indenture Trustee, shall be due to the willful misfeasance, bad faith or state securities laws in connection with the registration negligence of the sale Indenture Trustee or (iii) the Custodian, shall be due to the willful misfeasance, bad faith or negligence of the Notes and the CertificatesCustodian, respectively. Indemnification under this Section 6.2 5.01 shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. Indemnification under this Section 5.01 shall be payable solely from amounts payable to the Seller, as holder of the Residual Interest Certificate, pursuant to clause (xii) of Section 4.03(a) and shall not otherwise be payable from the Trust Property. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 5.01 and the Issuer, the Owner Trustee Person to or the Indenture Trustee, respectively, on behalf of whom such payments are made thereafter shall collect any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, such Person shall promptly repay such amounts to the Seller, without interestinterest to the extent such Person has received amounts in excess of the indemnity payments such Person is entitled to under the Basic Documents. Indemnification under this Section 5.01 shall survive the resignation or removal of the Seller or the termination of this Agreement.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement Agreement, and shall have no other obligations or liabilities hereunder. hereby agrees to the following: (a) The Seller shall indemnify, defend defend, and hold harmless the IssuerTrust, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the sale of the Receivables to the Issuer Trust or the issuance and original sale of the Notes and or the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, or license taxes (but but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal Federal or other Applicable Tax State income taxes, including franchise taxes measured by net income), arising out of the transactions contemplated by this Agreement and the other Basic Documents, ) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend, and hold harmless the IssuerTrust, the Owner Trustee Trustee, the Indenture Trustee, the Noteholders and the Indenture Trustee Certificateholders from and against any loss, liability or expense incurred by reason of (i) the Seller's willful misfeasance, bad faith, or gross negligence (other than errors in judgment) in the performance of its duties hereunderunder this Agreement, or by reason of reckless disregard of the its obligations and duties hereunder under this Agreement and (ii) the Seller's violation of federal Federal or state securities laws in connection with the registration of or the sale of the Notes and or the Certificates. (c) The Seller shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee and their respective officers, directors, employees and agents from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and in the Trust Agreement, in the case of the Owner Trustee, and in the Indenture, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability: (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as applicable; (ii) in the case of the Owner Trustee shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement or (iii) in the case of the Indenture Trustee shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture. (d) The Seller shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. (e) Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee and the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 and the Issuer, the Owner Trustee Person to or the Indenture Trustee, respectively, on behalf of whom such payments are made thereafter shall collect any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, such Person shall promptly repay such amounts to the Seller, without interest.. SECTION 6.3 Merger or Consolidation of, or Assumption of the Obligations of, Seller. Any Person (i) into which the Seller may be merged or consolidated, (ii) resulting from any merger, conversion, or consolidation to which the Seller shall be a party or (iii) that may succeed by purchase and assumption to all or substantially all of the business of the Seller, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, will be the successor to the Seller under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement; provided, however, that (x) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 6.3, and (y) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to fully preserve and protect the interest of the Trust and the Indenture Trustee, respectively, in the Receivables and the other Trust Property, and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest. The Seller shall provide notice of any merger, conversion, consolidation, or succession pursuant to this Section 6.3 to the Rating Agencies. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (x) or (y) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) or (iii) above. SECTION 6.4

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement and shall have no other obligations or liabilities hereunderAgreement. The Seller shall indemnify, defend and hold harmless the IssuerTrust, the Owner Trustee and the Indenture Trustee (in such role and as Successor Servicer) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date ofhereof, the sale of the Receivables to the Issuer or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, privilege or license taxes and any and all other taxes levied or assessed upon the Issuer or upon all or any part of the Collateral (but but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes, including franchise taxes measured by net income), arising out of the transactions contemplated by this Agreement and the other Basic Documents, ) and costs and expenses in defending against the same. The Indemnification under this Section 6.03 shall survive the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation (including the costs of defending any claim or bringing any claim to enforce the Seller’s indemnity obligations hereunder). If the Seller shall indemnifyhave made any indemnity payment to any Person entitled thereto pursuant to this Section 6.03 and such Person thereafter shall collect any of such amounts from others, defendsuch Person shall promptly repay such amounts to the Seller, without interest (except to the extent the recipient collects interest from others). Promptly after receipt by a party indemnified under this Section 6.03 (for purposes of this paragraph, an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim is to be made in respect thereof against the Seller under this Section 6.03, notify the Seller of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 6.03 and it notifies the Seller of the commencement thereof, the Seller will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Seller), and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against Seller will not be liable to such Indemnified Party under this Section 6.03 for any loss, liability legal or expense other expenses subsequently incurred by reason of (i) the Seller's willful misfeasance, bad faith, or gross negligence in the performance of its duties hereunder, or by reason of reckless disregard of the obligations and duties hereunder and (ii) the Seller's violation of federal or state securities laws such Indemnified Party in connection with the registration defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 6.03 shall survive the termination of this Agreement or the resignation or removal of the sale of Owner Trustee or the Notes Indenture Trustee (in such role and the Certificates. Indemnification under this Section 6.2 as Successor Servicer) and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 6.03 and the Issuer, the Owner Trustee Person to or the Indenture Trustee, respectively, on behalf of whom such payments are made thereafter shall collect collects any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, such Person shall promptly repay such amounts to the Seller, without interest (except to the extent received by such Person). The Seller’s obligations under this Section 6.03 are obligations solely of the Seller and will not constitute a claim against the Seller to the extent that the Seller does not have funds sufficient to make payment of such obligations. In furtherance of and not in derogation of the foregoing, the Issuer, the Servicer, the Indenture Trustee and the Owner Trustee, by entering into or accepting this Agreement, acknowledge and agree that they have no right, title or interest in or to the Other Assets of the Seller. To the extent that, notwithstanding the agreements and provisions contained in the preceding sentence, the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee either (i) asserts an interest or claim to, or benefit from, Other Assets, or (ii) is deemed to have any such interest, claim to, or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise 45 (NAROT 2019-A Sale and Servicing Agreement) (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), then the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee, as applicable, further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and will be expressly subordinated to the indefeasible payment in full, which, under the terms of the relevant documents relating to the securitization or conveyance of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Seller), including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement will be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Issuer, the Servicer, the Indenture Trustee and the Owner Trustee each further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 6.03 and the terms of this Section 6.03 may be enforced by an action for specific performance. The provisions of this Section 6.03 will be for the third party benefit of those entitled to rely thereon and will survive the termination of this Agreement.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement and shall have no other obligations or liabilities hereunderAgreement. The Seller shall indemnify, defend and hold harmless the IssuerTrust, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date ofhereof, the sale of the Receivables to the Issuer Trust or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, privilege or license taxes and any and all other taxes levied or assessed upon the Issuer or upon all or any part of the Collateral (but but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes, including franchise taxes measured by net income), arising out of the transactions contemplated by this Agreement and the other Basic Documents, ) and costs and expenses in defending against the same. The Indemnification under this Section 6.03 shall survive the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall indemnifyhave made any indemnity payment to any Person entitled thereto pursuant to this 49 (Nissan 2013-C Sale and Servicing Agreement) Section 6.03 and such Person thereafter shall collect any of such amounts from others, defendsuch Person shall promptly repay such amounts to the Seller, without interest (except to the extent the recipient collects interest from others). Promptly after receipt by a party indemnified under this Section 6.03 (for purposes of this paragraph, an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim is to be made in respect thereof against the Seller under this Section 6.03, notify the Seller of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 6.03 and it notifies the Seller of the commencement thereof, the Seller will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Seller), and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against Seller will not be liable to such Indemnified Party under this Section 6.03 for any loss, liability legal or expense other expenses subsequently incurred by reason of (i) the Seller's willful misfeasance, bad faith, or gross negligence in the performance of its duties hereunder, or by reason of reckless disregard of the obligations and duties hereunder and (ii) the Seller's violation of federal or state securities laws such Indemnified Party in connection with the registration defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 6.03 shall survive the termination of this Agreement or the resignation or removal of the sale of Owner Trustee or the Notes Indenture Trustee and the Certificates. Indemnification under this Section 6.2 shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 6.03 and the Issuer, the Owner Trustee Person to or the Indenture Trustee, respectively, on behalf of whom such payments are made thereafter shall collect collects any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, such Person shall promptly repay such amounts to the Seller, without interest (except to the extent received by such Person). The Seller’s obligations under this Section 6.03 are obligations solely of the Seller and will not constitute a claim against the Seller to the extent that the Seller does not have funds sufficient to make payment of such obligations. In furtherance of and not in derogation of the foregoing, the Issuer, the Servicer, the Indenture Trustee and the Owner Trustee, by entering into or accepting this Agreement, acknowledge and agree that they have no right, title or interest in or to the Other Assets of the Seller. To the extent that, notwithstanding the agreements and provisions contained in the preceding sentence, the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee either (i) asserts an interest or claim to, or benefit from, Other Assets, or (ii) is deemed to have any such interest., claim to, or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), then the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee, as applicable, further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and will be expressly subordinated to the indefeasible payment in full, which, under the terms of the relevant documents relating to the securitization or conveyance of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Seller), including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement will be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Issuer, the Servicer, the Indenture Trustee and the Owner Trustee each further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 6.03 and the terms of this Section 6.03 may be enforced by an action for specific performance. The provisions of this Section 6.03 will be for the third party benefit of those entitled to rely thereon and will survive the termination of this Agreement. 50 (Nissan 2013-C Sale and Servicing Agreement)

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement and shall have no other obligations or liabilities hereunderAgreement. The Seller shall indemnify, defend and hold harmless the IssuerTrust, the Owner Trustee and the Indenture Trustee (in such role and as Successor Servicer) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date ofhereof, the sale of the Receivables to the Issuer or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, privilege or license taxes and any and all other taxes levied or assessed upon the Issuer or upon all or any part of the Collateral (but but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes, including franchise taxes measured by net income), arising out of the transactions contemplated by this Agreement and the other Basic Documents, ) and costs and expenses in defending against the same. The Indemnification under this Section 6.03 shall survive the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation (including the costs of defending any claim or bringing any claim to enforce the Seller’s indemnity obligations hereunder). If the Seller shall indemnifyhave made any indemnity payment to any Person entitled thereto pursuant to this Section 6.03 and such Person thereafter shall collect any of such amounts from others, defendsuch Person shall promptly repay such amounts to the Seller, without interest (except to the extent the recipient collects interest from others). Promptly after receipt by a party indemnified under this Section 6.03 (for purposes of this paragraph, an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim is to be made in respect thereof against the Seller under this Section 6.03, notify the Seller of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 6.03 and it notifies the Seller of the commencement thereof, the Seller will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Seller), and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against Seller will not be liable to such Indemnified Party under this Section 6.03 for any loss, liability legal or expense other expenses subsequently incurred by reason of (i) the Seller's willful misfeasance, bad faith, or gross negligence in the performance of its duties hereunder, or by reason of reckless disregard of the obligations and duties hereunder and (ii) the Seller's violation of federal or state securities laws such Indemnified Party in connection with the registration defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 6.03 shall survive the termination of this Agreement or the resignation or removal of the sale of Owner Trustee or the Notes Indenture Trustee (in such role and the Certificates. Indemnification under this Section 6.2 as Successor Servicer) and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 6.03 and the Issuer, the Owner Trustee Person to or the Indenture Trustee, respectively, on behalf of whom such payments are made thereafter shall collect collects any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, such Person shall promptly repay such amounts to the Seller, without interest (except to the extent received by such Person). The Seller’s obligations under this Section 6.03 are obligations solely of the Seller and will not constitute a claim against the Seller to the extent that the Seller does not have funds 44 (Nissan 2017-A Sale and Servicing Agreement) sufficient to make payment of such obligations. In furtherance of and not in derogation of the foregoing, the Issuer, the Servicer, the Indenture Trustee and the Owner Trustee, by entering into or accepting this Agreement, acknowledge and agree that they have no right, title or interest in or to the Other Assets of the Seller. To the extent that, notwithstanding the agreements and provisions contained in the preceding sentence, the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee either (i) asserts an interest or claim to, or benefit from, Other Assets, or (ii) is deemed to have any such interest, claim to, or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), then the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee, as applicable, further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and will be expressly subordinated to the indefeasible payment in full, which, under the terms of the relevant documents relating to the securitization or conveyance of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Seller), including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement will be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Issuer, the Servicer, the Indenture Trustee and the Owner Trustee each further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 6.03 and the terms of this Section 6.03 may be enforced by an action for specific performance. The provisions of this Section 6.03 will be for the third party benefit of those entitled to rely thereon and will survive the termination of this Agreement.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement and shall have no other obligations or liabilities hereunderAgreement. The Seller shall indemnify, defend and hold harmless the IssuerTrust, the Owner Trustee and Trustee, the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date ofhereof, the sale of the Receivables to the Issuer Trust or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, privilege or license taxes and any and all other taxes levied or assessed upon the Issuer or upon all or any part of the Trust Estate (but but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes, including franchise taxes measured by net income), arising out of the transactions contemplated by this Agreement and the other Basic Documents, ) and costs and expenses in defending against the same. The Without limiting the generality of the foregoing, if a tax is levied or assessed upon the Issuer or upon all or any part of the Trust Estate under HB3, which tax becomes due and payable after the Closing Date, the Seller shall indemnify, defend, and hold harmless pay such tax (or cause such tax to be paid) to the applicable taxing authority on behalf of the Issuer. Notwithstanding anything to the contrary contained herein, nothing in this Agreement should be read to imply that the Owner Trustee and Issuer is doing business in Texas, has sufficient nexus with Texas in order for HB3 to apply to the Indenture Trustee from and against any loss, liability Issuer or expense incurred by reason of (i) is otherwise subject to the Seller's willful misfeasance, bad faith, or gross negligence tax described in the performance of its duties hereunder, or by reason of reckless disregard of the obligations and duties hereunder and (ii) the Seller's violation of federal or state securities laws in connection with the registration of the sale of the Notes and the CertificatesHB3. Indemnification under this Section 6.2 6.03 shall survive the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payment to any Person entitled thereto pursuant to this Section 6.03 and such Person thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest (except to the extent the recipient collects interest from others). Promptly after receipt by a party indemnified under this Section 6.03 (for purposes of this paragraph, an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim is to be made in respect thereof against the Seller under this Section 6.03, notify the Seller of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 6.03 and it notifies the Seller of the commencement thereof, the Seller will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of (Nissan 2012-A Sale and Servicing Agreement) 50 Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Seller), and the Seller will not be liable to such Indemnified Party under this Section 6.03 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 6.03 shall survive the termination of this Agreement or the resignation or removal of the Owner Trustee or the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 6.03 and the Issuer, the Owner Trustee Person to or the Indenture Trustee, respectively, on behalf of whom such payments are made thereafter shall collect collects any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, such Person shall promptly repay such amounts to the Seller, without interest (except to the extent received by such Person). The Seller’s obligations under this Section 6.03 are obligations solely of the Seller and will not constitute a claim against the Seller to the extent that the Seller does not have funds sufficient to make payment of such obligations. In furtherance of and not in derogation of the foregoing, the Issuer, the Servicer, the Indenture Trustee and the Owner Trustee, by entering into or accepting this Agreement, acknowledge and agree that they have no right, title or interest in or to the Other Assets of the Seller. To the extent that, notwithstanding the agreements and provisions contained in the preceding sentence, the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee either (i) asserts an interest or claim to, or benefit from, Other Assets, or (ii) is deemed to have any such interest, claim to, or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), then the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee, as applicable, further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and will be expressly subordinated to the indefeasible payment in full, which, under the terms of the relevant documents relating to the securitization or conveyance of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Seller), including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement will be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Issuer, the Servicer, the Indenture Trustee and the Owner Trustee each further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 6.03 and the terms of this Section 6.03 may be enforced by an action for specific performance. The provisions of this Section 6.03 will be for the third party benefit of those entitled to rely thereon and will survive the termination of this Agreement.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement and shall have no other obligations or liabilities hereunderAgreement. The Seller shall indemnify, defend and hold harmless the IssuerTrust, the Owner Trustee 43 (Nissan 2016-C Sale and Servicing Agreement) and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date ofhereof, the sale of the Receivables to the Issuer or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, privilege or license taxes and any and all other taxes levied or assessed upon the Issuer or upon all or any part of the Collateral (but but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes, including franchise taxes measured by net income), arising out of the transactions contemplated by this Agreement and the other Basic Documents, ) and costs and expenses in defending against the same. The Indemnification under this Section 6.03 shall survive the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall indemnifyhave made any indemnity payment to any Person entitled thereto pursuant to this Section 6.03 and such Person thereafter shall collect any of such amounts from others, defendsuch Person shall promptly repay such amounts to the Seller, without interest (except to the extent the recipient collects interest from others). Promptly after receipt by a party indemnified under this Section 6.03 (for purposes of this paragraph, an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim is to be made in respect thereof against the Seller under this Section 6.03, notify the Seller of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 6.03 and it notifies the Seller of the commencement thereof, the Seller will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Seller), and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against Seller will not be liable to such Indemnified Party under this Section 6.03 for any loss, liability legal or expense other expenses subsequently incurred by reason of (i) the Seller's willful misfeasance, bad faith, or gross negligence in the performance of its duties hereunder, or by reason of reckless disregard of the obligations and duties hereunder and (ii) the Seller's violation of federal or state securities laws such Indemnified Party in connection with the registration defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 6.03 shall survive the termination of this Agreement or the resignation or removal of the sale of Owner Trustee or the Notes Indenture Trustee and the Certificates. Indemnification under this Section 6.2 shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 6.03 and the Issuer, the Owner Trustee Person to or the Indenture Trustee, respectively, on behalf of whom such payments are made thereafter shall collect collects any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, such Person shall promptly repay such amounts to the Seller, without interest (except to the extent received by such Person). The Seller’s obligations under this Section 6.03 are obligations solely of the Seller and will not constitute a claim against the Seller to the extent that the Seller does not have funds sufficient to make payment of such obligations. In furtherance of and not in derogation of the foregoing, the Issuer, the Servicer, the Indenture Trustee and the Owner Trustee, by entering into or accepting this Agreement, acknowledge and agree that they have no right, title or interest in or to the Other Assets of the Seller. To the extent that, notwithstanding the agreements and provisions contained in the preceding sentence, the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee either (i) asserts an interest or claim to, or benefit from, Other Assets, or (ii) is deemed to have any such interest, claim to, or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), then the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee, as applicable, further acknowledges and agrees that any such 44 (Nissan 2016-C Sale and Servicing Agreement) interest, claim or benefit in or from Other Assets is and will be expressly subordinated to the indefeasible payment in full, which, under the terms of the relevant documents relating to the securitization or conveyance of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Seller), including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement will be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Issuer, the Servicer, the Indenture Trustee and the Owner Trustee each further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 6.03 and the terms of this Section 6.03 may be enforced by an action for specific performance. The provisions of this Section 6.03 will be for the third party benefit of those entitled to rely thereon and will survive the termination of this Agreement.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement and shall have no other obligations or liabilities hereunderAgreement. The Seller shall indemnify, defend and hold harmless the IssuerTrust, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date ofhereof, the sale of the Receivables to the Issuer or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, privilege or license taxes and any and all other taxes levied or assessed upon the Issuer or upon all or any part of the Collateral (but but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes, including franchise taxes measured by net income), arising out of the transactions contemplated by this Agreement and the other Basic Documents, ) and costs and expenses in defending against the same. The Indemnification under this Section 6.03 shall survive the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall indemnifyhave made any indemnity payment to any Person entitled thereto pursuant to this Section 6.03 and such Person thereafter shall collect any of such amounts from others, defendsuch Person shall promptly repay such amounts to the Seller, without interest (except to the extent the recipient collects interest from others). Promptly after receipt by a party indemnified under this Section 6.03 (for purposes of this paragraph, an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim is to be made in respect thereof against the Seller under this Section 6.03, notify the Seller of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 6.03 and it notifies the Seller of the commencement thereof, the Seller will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Seller), and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against Seller will not be liable to such Indemnified Party under this Section 6.03 for any loss, liability legal or expense other expenses subsequently incurred by reason of (i) the Seller's willful misfeasance, bad faith, or gross negligence in the performance of its duties hereunder, or by reason of reckless disregard of the obligations and duties hereunder and (ii) the Seller's violation of federal or state securities laws such Indemnified Party in connection with the registration defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 6.03 shall survive the termination of this Agreement or the resignation or removal of the sale of Owner Trustee or the Notes Indenture Trustee and the Certificates. Indemnification under this Section 6.2 shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 6.03 and the Issuer, the Owner Trustee Person to or the Indenture Trustee, respectively, on behalf of whom such payments are made thereafter shall collect collects any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, such Person shall promptly repay such amounts to the Seller, without interest (except to the extent received by such Person). The Seller’s obligations under this Section 6.03 are obligations solely of the Seller and will not constitute a claim against the Seller to the extent that the Seller does not have funds sufficient to make payment of such obligations. In furtherance of and not in derogation of the foregoing, the Issuer, the Servicer, the Indenture Trustee and the Owner Trustee, by entering into or accepting this Agreement, acknowledge and agree that they have no right, title or interest in or to the Other Assets of the Seller. To the extent that, notwithstanding the agreements and provisions contained in the preceding sentence, the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee either (i) asserts an interest or claim to, or benefit from, Other Assets, or (ii) is deemed to have any such interest, claim to, or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), then the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee, as applicable, further acknowledges and agrees that any such 44 (Nissan 2016-B Sale and Servicing Agreement) interest, claim or benefit in or from Other Assets is and will be expressly subordinated to the indefeasible payment in full, which, under the terms of the relevant documents relating to the securitization or conveyance of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Seller), including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement will be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Issuer, the Servicer, the Indenture Trustee and the Owner Trustee each further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 6.03 and the terms of this Section 6.03 may be enforced by an action for specific performance. The provisions of this Section 6.03 will be for the third party benefit of those entitled to rely thereon and will survive the termination of this Agreement.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement and shall have no other obligations or liabilities hereunderAgreement. The Seller shall indemnify, defend and hold harmless the IssuerTrust, the Owner Trustee and the Indenture Trustee (in such role and as Successor Servicer) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date ofhereof, the sale of the Receivables to the Issuer or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, privilege or license taxes and any and all other taxes levied or assessed upon the Issuer or upon all or any part of the Collateral (but but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes, including franchise taxes measured by net income), arising out of the transactions contemplated by this Agreement and the other Basic Documents, ) and costs and expenses in defending against the same. The Indemnification under this Section 6.03 shall survive the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation (including the costs of defending any claim or bringing any claim to enforce the Seller’s indemnity obligations hereunder). If the Seller shall indemnifyhave made any indemnity payment to any Person entitled thereto pursuant to this Section 6.03 and such Person thereafter shall collect any of such amounts from others, defendsuch Person shall promptly repay such amounts to the Seller, without interest (except to the extent the recipient collects interest from others). Promptly after receipt by a party indemnified under this Section 6.03 (for purposes of this paragraph, an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim is to be made in respect thereof against the Seller under this Section 6.03, notify the Seller of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 6.03 and it notifies the Seller of the commencement thereof, the Seller will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Seller), and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against Seller will not be liable to such Indemnified Party under this Section 6.03 for any loss, liability legal or expense other expenses subsequently incurred by reason of (i) the Seller's willful misfeasance, bad faith, or gross negligence in the performance of its duties hereunder, or by reason of reckless disregard of the obligations and duties hereunder and (ii) the Seller's violation of federal or state securities laws such Indemnified Party in connection with the registration defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 6.03 shall survive the termination of this Agreement or the resignation or removal of the sale of Owner Trustee or the Notes Indenture Trustee (in such role and the Certificates. Indemnification under this Section 6.2 as Successor Servicer) and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 6.03 and the Issuer, the Owner Trustee Person to or the Indenture Trustee, respectively, on behalf of whom such payments are made thereafter shall collect collects any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, such Person shall promptly repay such amounts to the Seller, without interest (except to the extent received by such Person). The Seller’s obligations under this Section 6.03 are obligations solely of the Seller and will not constitute a claim against the Seller to the extent that the Seller does not have funds sufficient to make payment of such obligations. In furtherance of and not in derogation of the foregoing, the Issuer, the Servicer, the Indenture Trustee and the Owner Trustee, by entering into or accepting this Agreement, acknowledge and agree that they have no right, title or interest in or to the Other Assets of the Seller. To the extent that, notwithstanding the agreements and provisions contained in the preceding sentence, the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee either (i) asserts an interest or claim to, or benefit from, Other Assets, or (ii) is deemed to have any such interest, claim to, or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), then the Issuer, the Servicer, the Indenture 47 (NAROT 2019-C Sale and Servicing Agreement) Trustee or the Owner Trustee, as applicable, further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and will be expressly subordinated to the indefeasible payment in full, which, under the terms of the relevant documents relating to the securitization or conveyance of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Seller), including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement will be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Issuer, the Servicer, the Indenture Trustee and the Owner Trustee each further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 6.03 and the terms of this Section 6.03 may be enforced by an action for specific performance. The provisions of this Section 6.03 will be for the third party benefit of those entitled to rely thereon and will survive the termination of this Agreement.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement and shall have no other obligations or liabilities hereunderAgreement. The Seller shall indemnify, defend and hold harmless the IssuerTrust, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date ofhereof, the sale of the Receivables to the Issuer Trust or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, privilege or license taxes and any and all other taxes levied or assessed upon the Issuer or upon all or any part of the Collateral (but but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes, including franchise taxes measured by net income), arising out of the transactions contemplated by this Agreement and the other Basic Documents, ) and costs and expenses in defending against the same. The Indemnification under this Section 6.03 shall survive the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall indemnifyhave made any indemnity payment to any Person entitled thereto pursuant to this Section 6.03 and such Person thereafter shall collect any of such amounts from others, defendsuch Person shall promptly repay such amounts to the Seller, without interest (except to the extent the recipient collects interest from others). 51 (Nissan 2015-B Sale and Servicing Agreement) Promptly after receipt by a party indemnified under this Section 6.03 (for purposes of this paragraph, an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim is to be made in respect thereof against the Seller under this Section 6.03, notify the Seller of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 6.03 and it notifies the Seller of the commencement thereof, the Seller will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Seller), and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against Seller will not be liable to such Indemnified Party under this Section 6.03 for any loss, liability legal or expense other expenses subsequently incurred by reason of (i) the Seller's willful misfeasance, bad faith, or gross negligence in the performance of its duties hereunder, or by reason of reckless disregard of the obligations and duties hereunder and (ii) the Seller's violation of federal or state securities laws such Indemnified Party in connection with the registration defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 6.03 shall survive the termination of this Agreement or the resignation or removal of the sale of Owner Trustee or the Notes Indenture Trustee and the Certificates. Indemnification under this Section 6.2 shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 6.03 and the Issuer, the Owner Trustee Person to or the Indenture Trustee, respectively, on behalf of whom such payments are made thereafter shall collect collects any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, such Person shall promptly repay such amounts to the Seller, without interest (except to the extent received by such Person). The Seller’s obligations under this Section 6.03 are obligations solely of the Seller and will not constitute a claim against the Seller to the extent that the Seller does not have funds sufficient to make payment of such obligations. In furtherance of and not in derogation of the foregoing, the Issuer, the Servicer, the Indenture Trustee and the Owner Trustee, by entering into or accepting this Agreement, acknowledge and agree that they have no right, title or interest in or to the Other Assets of the Seller. To the extent that, notwithstanding the agreements and provisions contained in the preceding sentence, the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee either (i) asserts an interest or claim to, or benefit from, Other Assets, or (ii) is deemed to have any such interest, claim to, or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), then the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee, as applicable, further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and will be expressly subordinated to the indefeasible payment in full, which, under the terms of the relevant documents relating to the securitization or conveyance of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Seller), including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement will be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Issuer, the Servicer, the Indenture Trustee and the Owner Trustee each further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 6.03 and the terms of this Section 6.03 may be enforced by an action for specific performance. The provisions of this Section 6.03 will be for the third party benefit of those entitled to rely thereon and will survive the termination of this Agreement.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement and shall have no other obligations or liabilities hereunderAgreement. The Seller shall indemnify, defend and hold harmless the IssuerTrust, the Owner Trustee and the Indenture Trustee (in such role and as Successor Servicer) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date ofhereof, the sale of the Receivables to the Issuer or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, privilege or license taxes and any and all other taxes levied or assessed upon the Issuer or upon all or any part of the Collateral (but but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes, including franchise taxes measured by net income), arising out of the transactions contemplated by this Agreement and the other Basic Documents, ) and costs and expenses in defending against the same. The Indemnification under this Section 6.03 shall survive the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation (including the costs of defending any claim or bringing any claim to enforce the Seller’s indemnity obligations hereunder). If the Seller shall indemnifyhave made any indemnity payment to any Person entitled thereto pursuant to this Section 6.03 and such Person thereafter shall collect any of such amounts from others, defendsuch Person shall promptly repay such amounts to the Seller, without interest (except to the extent the recipient collects interest from others). (NAROT 2018-B Sale and Servicing Agreement) Promptly after receipt by a party indemnified under this Section 6.03 (for purposes of this paragraph, an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim is to be made in respect thereof against the Seller under this Section 6.03, notify the Seller of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 6.03 and it notifies the Seller of the commencement thereof, the Seller will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Seller), and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against Seller will not be liable to such Indemnified Party under this Section 6.03 for any loss, liability legal or expense other expenses subsequently incurred by reason of (i) the Seller's willful misfeasance, bad faith, or gross negligence in the performance of its duties hereunder, or by reason of reckless disregard of the obligations and duties hereunder and (ii) the Seller's violation of federal or state securities laws such Indemnified Party in connection with the registration defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 6.03 shall survive the termination of this Agreement or the resignation or removal of the sale of Owner Trustee or the Notes Indenture Trustee (in such role and the Certificates. Indemnification under this Section 6.2 as Successor Servicer) and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 6.03 and the Issuer, the Owner Trustee Person to or the Indenture Trustee, respectively, on behalf of whom such payments are made thereafter shall collect collects any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, such Person shall promptly repay such amounts to the Seller, without interest (except to the extent received by such Person). The Seller’s obligations under this Section 6.03 are obligations solely of the Seller and will not constitute a claim against the Seller to the extent that the Seller does not have funds sufficient to make payment of such obligations. In furtherance of and not in derogation of the foregoing, the Issuer, the Servicer, the Indenture Trustee and the Owner Trustee, by entering into or accepting this Agreement, acknowledge and agree that they have no right, title or interest in or to the Other Assets of the Seller. To the extent that, notwithstanding the agreements and provisions contained in the preceding sentence, the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee either (i) asserts an interest or claim to, or benefit from, Other Assets, or (ii) is deemed to have any such interest., claim to, or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), then the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee, as applicable, further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and will be expressly subordinated to the indefeasible payment in full, which, under the terms of the relevant documents relating to the securitization or conveyance of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Seller), including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement will be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Issuer, the Servicer, the Indenture Trustee and the Owner Trustee each further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 6.03 and the terms of this Section 6.03 may be enforced by an action for specific performance. The provisions of this Section 6.03 will be for the third party benefit of those entitled to rely thereon and will survive the termination of this Agreement. (NAROT 2018-B Sale and Servicing Agreement)

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement and shall have no other obligations or liabilities hereunderAgreement. The Seller shall indemnify, defend and hold harmless the IssuerTrust, the Owner Trustee and the Indenture Trustee (in such role and as Successor Servicer) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date ofhereof, the sale of the Receivables to the Issuer or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, privilege or license taxes and any and all other taxes levied or assessed upon the Issuer or upon all or any part of the Collateral (but but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes, including franchise taxes measured by net income), arising out of the transactions contemplated by this Agreement and the other Basic Documents, ) and costs and expenses in defending against the same. The 44 (NAROT 2017-C Sale and Servicing Agreement) Indemnification under this Section 6.03 shall survive the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation (including the costs of defending any claim or bringing any claim to enforce the Seller’s indemnity obligations hereunder). If the Seller shall indemnifyhave made any indemnity payment to any Person entitled thereto pursuant to this Section 6.03 and such Person thereafter shall collect any of such amounts from others, defendsuch Person shall promptly repay such amounts to the Seller, without interest (except to the extent the recipient collects interest from others). Promptly after receipt by a party indemnified under this Section 6.03 (for purposes of this paragraph, an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim is to be made in respect thereof against the Seller under this Section 6.03, notify the Seller of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 6.03 and it notifies the Seller of the commencement thereof, the Seller will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Seller), and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against Seller will not be liable to such Indemnified Party under this Section 6.03 for any loss, liability legal or expense other expenses subsequently incurred by reason of (i) the Seller's willful misfeasance, bad faith, or gross negligence in the performance of its duties hereunder, or by reason of reckless disregard of the obligations and duties hereunder and (ii) the Seller's violation of federal or state securities laws such Indemnified Party in connection with the registration defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 6.03 shall survive the termination of this Agreement or the resignation or removal of the sale of Owner Trustee or the Notes Indenture Trustee (in such role and the Certificates. Indemnification under this Section 6.2 as Successor Servicer) and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 6.03 and the Issuer, the Owner Trustee Person to or the Indenture Trustee, respectively, on behalf of whom such payments are made thereafter shall collect collects any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, such Person shall promptly repay such amounts to the Seller, without interest (except to the extent received by such Person). The Seller’s obligations under this Section 6.03 are obligations solely of the Seller and will not constitute a claim against the Seller to the extent that the Seller does not have funds sufficient to make payment of such obligations. In furtherance of and not in derogation of the foregoing, the Issuer, the Servicer, the Indenture Trustee and the Owner Trustee, by entering into or accepting this Agreement, acknowledge and agree that they have no right, title or interest in or to the Other Assets of the Seller. To the extent that, notwithstanding the agreements and provisions contained in the preceding sentence, the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee either (i) asserts an interest or claim to, or benefit from, Other Assets, or (ii) is deemed to have any such interest, claim to, or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), then the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee, as applicable, further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and will be expressly subordinated to the indefeasible payment in full, which, under the terms of the relevant documents relating to the securitization or conveyance of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or 45 (NAROT 2017-C Sale and Servicing Agreement) security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Seller), including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement will be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Issuer, the Servicer, the Indenture Trustee and the Owner Trustee each further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 6.03 and the terms of this Section 6.03 may be enforced by an action for specific performance. The provisions of this Section 6.03 will be for the third party benefit of those entitled to rely thereon and will survive the termination of this Agreement.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement and shall have no other obligations or liabilities hereunderAgreement. The Seller shall indemnify, defend and hold harmless the IssuerTrust, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date ofhereof, the sale of the Receivables to the Issuer Trust or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, privilege or license taxes and any and all other taxes levied or assessed upon the Issuer or upon all or any part of the Collateral (but but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes, including franchise taxes measured by net income), arising out of the transactions contemplated by this Agreement and the other Basic Documents, ) and costs and expenses in defending against the same. The Indemnification under this Section 6.03 shall survive the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall indemnifyhave made any indemnity payment to any Person entitled thereto pursuant to this Section 6.03 and such Person thereafter shall collect any of such amounts from others, defendsuch Person shall promptly repay such amounts to the Seller, without interest (except to the extent the recipient collects interest from others). Promptly after receipt by a party indemnified under this Section 6.03 (for purposes of this paragraph, an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim is to be made in respect thereof against the Seller under this Section 6.03, notify the Seller of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 6.03 and it notifies the Seller of the commencement thereof, the Seller will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Seller), and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against Seller will not be liable to such Indemnified Party under this Section 6.03 for any loss, liability legal or expense other expenses subsequently incurred by reason of (i) the Seller's willful misfeasance, bad faith, or gross negligence in the performance of its duties hereunder, or by reason of reckless disregard of the obligations and duties hereunder and (ii) the Seller's violation of federal or state securities laws such Indemnified Party in connection with the registration defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 6.03 shall survive the termination of this Agreement or the resignation or removal of the sale of Owner Trustee or the Notes Indenture Trustee and the Certificates. Indemnification under this Section 6.2 shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 6.03 and the Issuer, the Owner Trustee Person to or the Indenture Trustee, respectively, on behalf of whom such payments are made thereafter shall collect collects any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, such Person shall promptly repay such amounts to the Seller, without interest (except to the extent received by such Person). The Seller’s obligations under this Section 6.03 are obligations solely of the Seller and will not constitute a claim against the Seller to the extent that the Seller does not have funds sufficient to make payment of such obligations. In furtherance of and not in derogation of the foregoing, the Issuer, the Servicer, the Indenture Trustee and the Owner Trustee, by entering into or accepting this Agreement, acknowledge and agree that they have no right, title or interest in or to the Other Assets of the Seller. To the extent that, notwithstanding the agreements and provisions contained in the preceding sentence, the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee either (i) asserts an interest or claim to, or benefit from, Other Assets, or (ii) is deemed to have any such interest, claim to, or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise 50 (Nissan 2014-B Sale and Servicing Agreement) (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), then the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee, as applicable, further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and will be expressly subordinated to the indefeasible payment in full, which, under the terms of the relevant documents relating to the securitization or conveyance of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Seller), including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement will be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Issuer, the Servicer, the Indenture Trustee and the Owner Trustee each further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 6.03 and the terms of this Section 6.03 may be enforced by an action for specific performance. The provisions of this Section 6.03 will be for the third party benefit of those entitled to rely thereon and will survive the termination of this Agreement.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement and shall have no other obligations or liabilities hereunderAgreement. The Seller shall indemnify, defend and hold harmless the IssuerTrust, the Owner Trustee and the Indenture Trustee (in such role and as Successor Servicer) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date ofhereof, the sale of the Receivables to the Issuer or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, privilege or license taxes and any and all other taxes levied or assessed upon the Issuer or upon all or any part of the Collateral (but but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes, including franchise taxes measured by net income), arising out of the transactions contemplated by this Agreement and the other Basic Documents, ) and costs and expenses in defending against the same. The Indemnification under this Section 6.03 shall survive the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation (including the costs of defending any claim or bringing any claim to enforce the Seller’s indemnity obligations hereunder). If the Seller shall indemnifyhave made any indemnity payment to any Person entitled thereto pursuant to this Section 6.03 and such Person thereafter shall collect any of such amounts from others, defendsuch Person shall promptly repay such amounts to the Seller, without interest (except to the extent the recipient collects interest from others). 43 (NAROT 2020-A Sale and Servicing Agreement) Promptly after receipt by a party indemnified under this Section 6.03 (for purposes of this paragraph, an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim is to be made in respect thereof against the Seller under this Section 6.03, notify the Seller of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 6.03 and it notifies the Seller of the commencement thereof, the Seller will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Seller), and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against Seller will not be liable to such Indemnified Party under this Section 6.03 for any loss, liability legal or expense other expenses subsequently incurred by reason of (i) the Seller's willful misfeasance, bad faith, or gross negligence in the performance of its duties hereunder, or by reason of reckless disregard of the obligations and duties hereunder and (ii) the Seller's violation of federal or state securities laws such Indemnified Party in connection with the registration defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 6.03 shall survive the termination of this Agreement or the resignation or removal of the sale of Owner Trustee or the Notes Indenture Trustee (in such role and the Certificates. Indemnification under this Section 6.2 as Successor Servicer) and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 6.03 and the Issuer, the Owner Trustee Person to or the Indenture Trustee, respectively, on behalf of whom such payments are made thereafter shall collect collects any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, such Person shall promptly repay such amounts to the Seller, without interest (except to the extent received by such Person). The Seller’s obligations under this Section 6.03 are obligations solely of the Seller and will not constitute a claim against the Seller to the extent that the Seller does not have funds sufficient to make payment of such obligations. In furtherance of and not in derogation of the foregoing, the Issuer, the Servicer, the Indenture Trustee and the Owner Trustee, by entering into or accepting this Agreement, acknowledge and agree that they have no right, title or interest in or to the Other Assets of the Seller. To the extent that, notwithstanding the agreements and provisions contained in the preceding sentence, the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee either (i) asserts an interest or claim to, or benefit from, Other Assets, or (ii) is deemed to have any such interest, claim to, or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), then the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee, as applicable, further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and will be expressly subordinated to the indefeasible payment in full, which, under the terms of the relevant documents relating to the securitization or conveyance of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Seller), including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement will be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Issuer, the Servicer, the Indenture Trustee and the Owner Trustee each further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 6.03 and the terms of this Section 6.03 may be enforced by an action for specific performance. The provisions of this Section 6.03 will be for the third party benefit of those entitled to rely thereon and will survive the termination of this Agreement.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement and shall have no other obligations or liabilities hereunderAgreement. The Seller shall indemnify, defend defend, and hold harmless the Issuer, the Owner Trustee and its officers, directors, agents and employees and the Indenture Trustee 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 Contracts to the Issuer Trustee or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, or license taxes (but not not, in case of the Trust, including any taxes asserted with respect to ownership of the Receivables Contracts or federal or other income taxes, including franchise taxes measured by net income), arising out of the transactions contemplated by this Agreement and the other Basic Documents, Agreement) and costs and expenses in defending against the same. The Seller shall indemnify, defend, and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee its officers, directors, agents and employees from and against any loss, liability or expense incurred by reason of (i) the Seller's willful misfeasance, bad faith, or gross negligence in the performance of its duties hereunder, or by reason of reckless disregard of the its obligations and duties hereunder hereunder. The Seller shall indemnify, defend and (ii) hold harmless the Seller's violation Trustee and its officers, directors, agents and employees and the Trust from and against all costs, expenses, losses, claims, damages, and liabilities arising out of federal or state securities laws incurred in connection with the registration acceptance or performance of the sale trusts and duties herein contained, except to the extent that such cost, expense, loss, claim, damage or liability: (i) shall be due to the willful misfeasance, bad faith, or gross negligence of the Notes and Trustee; or (ii) shall arise from the CertificatesTrustee's breach of any of its representations or warranties set forth in Section 9.14. Indemnification under this Section 6.2 6.1 shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 and the Issuer, the Owner Trustee or the Indenture Trustee, respectively, thereafter shall collect any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, shall repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement and shall have no other obligations or liabilities hereunderAgreement. The Seller shall indemnify, defend and hold harmless the IssuerTrust, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date ofhereof, the sale of the Receivables to the Issuer Trust or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, privilege or license taxes and any and all other taxes levied or assessed upon the Issuer or upon all or any part of the Collateral (but but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes, including franchise taxes measured by net income), arising out of the transactions contemplated by this Agreement and the other Basic Documents, ) and costs and expenses in defending against the same. The Indemnification under this Section 6.03 shall survive the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall indemnifyhave made any indemnity payment to any Person entitled thereto pursuant to this Section 6.03 and such Person thereafter shall collect any of such amounts from others, defendsuch Person shall promptly repay such amounts to the Seller, without interest (except to the extent the recipient collects interest from others). Promptly after receipt by a party indemnified under this Section 6.03 (for purposes of this paragraph, an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim is to be made in respect thereof against the Seller under this Section 6.03, notify the Seller of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 6.03 and it notifies the Seller of the commencement thereof, the Seller will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Seller), and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against Seller will not be liable to such Indemnified Party under this Section 6.03 for any loss, liability legal or expense other expenses subsequently incurred by reason of (i) the Seller's willful misfeasance, bad faith, or gross negligence in the performance of its duties hereunder, or by reason of reckless disregard of the obligations and duties hereunder and (ii) the Seller's violation of federal or state securities laws such Indemnified Party in connection with the registration 50 (Nissan 2015-A Sale and Servicing Agreement) defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 6.03 shall survive the termination of this Agreement or the resignation or removal of the sale of Owner Trustee or the Notes Indenture Trustee and the Certificates. Indemnification under this Section 6.2 shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 6.03 and the Issuer, the Owner Trustee Person to or the Indenture Trustee, respectively, on behalf of whom such payments are made thereafter shall collect collects any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, such Person shall promptly repay such amounts to the Seller, without interest (except to the extent received by such Person). The Seller’s obligations under this Section 6.03 are obligations solely of the Seller and will not constitute a claim against the Seller to the extent that the Seller does not have funds sufficient to make payment of such obligations. In furtherance of and not in derogation of the foregoing, the Issuer, the Servicer, the Indenture Trustee and the Owner Trustee, by entering into or accepting this Agreement, acknowledge and agree that they have no right, title or interest in or to the Other Assets of the Seller. To the extent that, notwithstanding the agreements and provisions contained in the preceding sentence, the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee either (i) asserts an interest or claim to, or benefit from, Other Assets, or (ii) is deemed to have any such interest, claim to, or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), then the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee, as applicable, further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and will be expressly subordinated to the indefeasible payment in full, which, under the terms of the relevant documents relating to the securitization or conveyance of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Seller), including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement will be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Issuer, the Servicer, the Indenture Trustee and the Owner Trustee each further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 6.03 and the terms of this Section 6.03 may be enforced by an action for specific performance. The provisions of this Section 6.03 will be for the third party benefit of those entitled to rely thereon and will survive the termination of this Agreement.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement and shall have no other obligations or liabilities hereunderAgreement. 57 The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee and Trustee, the Trust Agent, the Indenture Trustee Trustee, the Insurer, the Servicer, the Custodian and their respective officers, directors, agents and employees 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 Basic Documents, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables Contracts to the Issuer or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilegeSecurities, or license taxes (but not including any taxes asserted with respect to ownership of the Receivables Contracts, or federal or other income taxes, including franchise taxes measured by net income), arising out of distributions on the transactions contemplated by this Agreement and Certificates or the other Basic Documents, Notes) and costs and expenses in defending against the same. The Seller shall indemnify, defend, defend and hold harmless the Issuer, the Owner Trustee Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the Custodian their respective officers, directors, agents and employees and the Indenture Trustee Securityholders from and against any loss, liability or expense incurred by reason of (i) the Seller's willful misfeasance, bad faith, faith or gross negligence (other than errors in judgment) in the performance of its duties hereunderunder this Agreement, or by reason of reckless disregard of the its obligations and duties hereunder under this Agreement. The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the Custodian and their respective officers, directors, agents and employees from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein and, in the case of the Owner Trustee and the Trust Agent, 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 the Trust Agreement, (ii) the Seller's violation of federal Trust Agent, shall be due to the willful misfeasance, bad faith or state securities laws in connection with the registration negligence of the sale Trust Agent or shall arise from the breach by the Trust Agent of any of its representations or warranties set forth in the Trust Agreement or (iii) the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Notes and the CertificatesIndenture Trustee. Indemnification under this Section 6.2 shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 section and the Issuer, the Owner Trustee Person to or the Indenture Trustee, respectively, on behalf of whom such payments are made thereafter shall collect any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement and shall have no other obligations or liabilities hereunderAgreement. The Seller shall indemnify, defend and hold harmless the Issuerharmless, on an after tax basis, the Owner Trustee Buyer, the Secured Party and their respective successors and assigns (and any officers, directors, employees and agents of the Indenture Trustee foregoing) from and against (a) any taxes that may at any time anytime be asserted against any such Person of them with respect to, and as of the date of, to the sale of the Receivables and the other property transferred hereunder to the Issuer Buyer or the issuance and original sale of the Notes and the CertificatesNote, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, privilege or license taxes (but but, in the case of the Buyer, not including any taxes asserted with respect to ownership of the Receivables or federal Federal or other income taxes, including franchise taxes measured by net income), arising out of the transactions contemplated by this Agreement and the other Basic Documents, Agreement) and costs and expenses in defending against the same. The Seller shall indemnify, defend, same and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against (b) any loss, liability costs, expenses, damages, claims and liabilities and for all other amounts payable, including reasonable attorney's fees and disbursements awarded against or expense incurred by any of them by reason of of: (i) the Seller's willful misfeasance, bad faith, faith or gross negligence in the performance of its duties hereunderunder this Agreement or any other Credit Document or any Contract, or by reason of reckless disregard of the its obligations and duties hereunder under this Agreement or any other Credit Document or any Contract, and (ii) any Insolvency Event that occurs with respect to the Seller's violation of federal or state securities laws in connection with the registration of the sale of the Notes and the Certificates. Indemnification under this Section 6.2 shall survive the termination of this Agreement and the Credit Agreement and shall include reasonable fees and expenses of counsel (including allocated costs of internal counsel) and expenses of litigation. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 and the Issuer, the Owner Trustee Person to or the Indenture Trustee, respectively, on behalf of whom such payments are made thereafter shall collect any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement and shall have no other obligations or liabilities hereunderAgreement. The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee Trustee, the Indenture Trustee, the Insurer and the Indenture Trustee Custodian and their respective officers, directors, agents and employees 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 Issuer or transactions contemplated herein and in the issuance and original sale of the Notes and the Certificatesother Basic Documents, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, privilege or license taxes (but not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes, including franchise taxes measured by net income), arising out of distributions on the transactions contemplated by this Agreement and the other Basic Documents, Securities) and costs and expenses in defending against the same. The Seller shall indemnify, defend, defend and hold harmless the Issuer, the Owner Trustee Trustee, the Indenture Trustee, the Insurer, the Custodian their respective officers, directors, agents and employees and the Indenture Trustee Noteholders from and against any loss, liability or expense incurred by reason of (i) the Seller's willful misfeasance, bad faith, faith or gross negligence (other than errors in judgment) in the performance of its duties hereunderunder this Agreement, or by reason of reckless disregard of the its obligations and duties hereunder under this Agreement. The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, and their respective officers, directors, agents and employees from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein and, in the case of the Owner Trustee, in the Owner 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 the Owner Trust Agreement, (ii) the Seller's violation of federal Indenture Trustee, shall be due to the willful misfeasance, bad faith or state securities laws in connection with the registration negligence of the sale Indenture Trustee or (iii) the Custodian, shall be due to the willful misfeasance, bad faith or negligence of the Notes and the CertificatesCustodian, respectively. Indemnification under this Section 6.2 5.01 shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. Indemnification under this Section 5.01 shall be payable solely from amounts payable to the Seller pursuant to clause (xiii) of Section 4.03(a) and shall not otherwise be payable from the Trust Property. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 section and the Issuer, the Owner Trustee Person to or the Indenture Trustee, respectively, on behalf of whom such payments are made thereafter shall collect any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, such Person shall promptly repay such amounts to the Seller, without interestinterest to the extent such Person has received amounts in excess of the indemnity payments such Person is entitled to under the Basic Documents. Indemnification under this subsection shall survive the resignation or removal of the Seller or the termination of this Agreement.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement and shall have no other obligations or liabilities hereunder. The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the sale of the Receivables to the Issuer or the issuance and original sale of the Notes [and the Certificates], including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, or license taxes (but not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes, including franchise taxes measured by net income), arising out of the transactions contemplated by this Agreement and the other Basic Documents, and costs and expenses in defending against the same. The Seller shall indemnify, defend, and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any loss, liability or expense incurred by reason of (i) the Seller's willful wilful misfeasance, bad faith, or gross negligence in the performance of its duties hereunder, or by reason of reckless disregard of the obligations and duties hereunder and (ii) the Seller's violation of federal or state securities laws in connection with the registration of the sale of the Notes [and the Certificates]. Indemnification under this Section 6.2 shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 and the Issuer, the Owner Trustee or the Indenture Trustee, respectively, thereafter shall collect any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, shall repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement and shall have no other obligations or liabilities hereunder. The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect toAgreement, and as of the date of, the sale of the Receivables hereby agrees to the Issuer or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, or license taxes following: (but not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes, including franchise taxes measured by net income), arising out of the transactions contemplated by this Agreement and the other Basic Documents, and costs and expenses in defending against the same. a) The Seller shall indemnify, defend, and hold harmless the Issuer, the Backup Servicer (including in its capacity as Successor Servicer), the Paying Agent, the Calculation Agent, 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 (including reasonable attorneys’ fees and expenses and court costs and any losses incurred in connection with a successful defense, in whole or part, of any claim that the Backup Servicer, the Paying Agent, the Calculation Agent or Indenture Trustee breached its standard of care and legal fees 751008784 22727759 21 Sale and Servicing Agreement (ACMAT 2023 - 1) and expenses incurred in actions against the indemnifying party) incurred by reason of (i) the Seller's willful misfeasance, bad faith, or gross negligence in the performance of its duties hereunder, or by reason of reckless disregard of the obligations and duties hereunder and (ii) the Seller's ’s violation of federal or state State securities laws in connection with the registration of or the sale of the Notes and the CertificatesNotes. (b) Indemnification under this Section 6.2 shall include 5.2 will survive the resignation or removal of the Owner Trustee, the Backup Servicer (including in its capacity as Successor Servicer), the Calculation Agent, the Paying Agent or the Indenture Trustee and the termination of this Agreement and will include, without limitation, reasonable fees and expenses of counsel and expenses of litigationlitigation including those incurred in connection with the enforcement of such party’s respective rights (including indemnification rights) under the Transaction Documents. If the Seller shall have has made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 5.2 and the Issuer, the Owner Trustee Person to or the Indenture Trustee, respectively, on behalf of whom such payments are made thereafter shall collect collects any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, shall such Person will promptly repay such amounts to the Seller, without interest.. (c) The Seller’s obligations under this Section 5.2 are obligations solely of the Seller and will not constitute a claim against the Seller to the extent that the Seller does not have funds sufficient to make payment of such obligations. In furtherance of and not in derogation of the foregoing, the Issuer, the Servicer, the Indenture Trustee, the Backup Servicer, the Calculation Agent, the Paying Agent and the Owner Trustee, by entering into or accepting this Agreement, acknowledge and agree that they have no right, title or interest in or to the Other Assets of the Seller. To the extent that, notwithstanding the agreements and provisions contained in the preceding sentence, the Issuer, the Servicer, the Indenture Trustee, the Backup Servicer, the Calculation Agent, the Paying Agent or the Owner Trustee either (i) asserts an interest or claim to, or benefit from, Other Assets, or (ii) is deemed to have any such interest, claim to, or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), then the Issuer, the Servicer, the Indenture Trustee, the Backup Servicer, the Calculation Agent, the Paying Agent or the Owner Trustee, as applicable, further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and will be expressly subordinated to the indefeasible payment in full of the other obligations and liabilities, which, under the terms of the relevant documents relating to the securitization or conveyance of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Seller), including the payment of post - petition interest on such other obligations and liabilities. This subordination agreement will be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Issuer, the Servicer, the Indenture Trustee, the Backup Servicer, the Calculation Agent, the Paying Agent and the Owner Trustee each further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 5.2(c) and the terms of this Section 5.2(c) may be enforced by an action for specific performance. The provisions of this Section 5.2(c) will be for the benefit of those entitled to rely thereon and will survive the termination or assignment of this Agreement and the resignation or removal of any indemnified party. SECTION 5.3 Merger or Consolidation of, or Assumption of the Obligations of, Seller . Any entity (i) into which the Seller may be merged or converted or with which it may be

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement and shall have no other obligations or liabilities hereunderAgreement. The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee and Trustee, the Co- Owner Trustee, the Indenture Trustee Trustee, the Servicer, the Custodian and their respective officers, directors, agents and employees 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 Basic Documents, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables Contracts to the Issuer or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilegeSecurities, or license taxes (but not including any taxes asserted with respect to ownership of the Receivables Contracts, or federal or other income taxes, including franchise taxes measured by net income), arising out of distributions on the transactions contemplated by this Agreement and Certificates or the other Basic Documents, Notes) and costs and expenses in defending against the same. The Seller shall indemnify, defend, defend and hold harmless the Issuer, the Owner Trustee Trustee, the Co- Owner Trustee, the Indenture Trustee, the Custodian their respective officers, directors, agents and employees and the Indenture Trustee Securityholders from and against any loss, liability or expense incurred by reason of (i) the Seller's willful misfeasance, bad faith, faith or gross negligence (other than errors in judgment) in the performance of its duties hereunderunder this Agreement, or by reason of reckless disregard of the its obligations and duties hereunder under this Agreement. The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Co- Owner Trustee, the Indenture Trustee, the Custodian and their respective officers, directors, agents and employees from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein and, in the case of the Owner Trustee and the Co-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 the Trust Agreement, (ii) the Seller's violation of federal Co-Owner Trustee, shall be due to the willful misfeasance, bad faith or state securities laws in connection with the registration negligence of the sale Co-Owner Trustee or shall arise from the breach by the Co-Owner Trustee of any of its representations or warranties set forth in the Trust Agreement or (iii) the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Notes and the CertificatesIndenture Trustee. Indemnification under this Section 6.2 shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 section and the Issuer, the Owner Trustee Person to or the Indenture Trustee, respectively, on behalf of whom such payments are made thereafter shall collect any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the such Seller in such capacity under this Agreement and shall have no other obligations or liabilities hereunderAgreement. The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee Purchaser 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 Issuer or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, or license taxes (but not including any taxes asserted Purchaser with respect to ownership the origination, ownership, income received on, or gross receipts related to the Contracts with respect to any period of time through the Receivables or federal or other income taxes, including franchise taxes measured by net income), arising out of the transactions contemplated by this Agreement and the other Basic Documents, Cut-Off Date related to each Contract and costs and expenses in defending against the same. The Seller shall indemnify, defend, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee Purchaser from and against any loss, liability liability, claim, damage or expense arising out of or incurred by reason of in connection with (i) the Seller's willful misfeasance, bad faith, faith or gross negligence (other than errors in judgment) in the performance of its duties hereunderunder this Agreement, or by reason of reckless disregard of the obligations and duties hereunder and (ii) the Seller's violation acceptance or performance of federal the duties herein, except to the extent that such cost, expense, loss, claim, damage or state securities laws in connection with liability shall be due to the registration willful misfeasance, bad faith or negligence of the Purchaser or shall arise from the breach by the Purchaser of any of its obligations hereunder and (iii) the origination, purchase or sale of the Contracts, and the sale of the Notes Financed Vehicles sold thereunder, did not comply in all material respects with all applicable federal, State and the Certificateslocal laws and regulations. Indemnification under this Section 6.2 shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 and the Issuer, the Owner Trustee Person to or the Indenture Trustee, respectively, on behalf of whom such payments are made thereafter shall collect any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, such Person shall promptly repay such amounts to the such Seller, without interest. This Section shall survive the termination of this Agreement.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement and shall have no other obligations or liabilities hereunder. The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee Trust from and against any taxes that may at any time be asserted against any such Person the Trust with respect to, and as of the date of, the sale of the Receivables to the Issuer Trust or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, or license taxes (but not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes, including franchise taxes measured by net income), arising out of the transactions contemplated by this Agreement and the other Basic DocumentsAgreement, and costs and expenses in defending against the same. The Seller shall indemnify, defend, and hold harmless the Issuer, Trustee or the Owner Trustee and the Indenture Trustee Trust from and against any loss, liability or expense incurred by reason of (i) the Seller's willful wilful misfeasance, bad faith, or gross negligence in the performance of its duties hereunder, or by reason of reckless disregard of the obligations and duties hereunder and (ii) the Seller's violation of federal or state securities laws in connection with the registration of the sale of the Notes and the Certificates. Indemnification under this Section 6.2 7.2 shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, Trust pursuant to this Section 6.2 7.2 and the Issuer, the Owner Trustee or the Indenture Trustee, respectively, Trust thereafter shall collect any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, Trust shall repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement and shall have no other obligations or liabilities hereunderAgreement. The Seller shall indemnifyindemnify the Issuer and the Indenture Trustee (for the benefit of the Secured Parties) and each of their respective officers, directors, employees, trustees, managers and agents for, and defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee each such Person from and against against, any and all taxes (other than taxes imposed on Bondholders as a result of their ownership of a Transition Bond) that may at any time be imposed on or asserted against any such Person with respect to, and as a result of the date of, the sale of the Receivables Transferred Transition Property to the Issuer or the issuance and original sale of the Notes and the CertificatesIssuer, including any franchise, sales, gross receipts, general corporation, tangible or intangible personal property, privilege, privilege or license taxes (but not including excluding any taxes asserted imposed as a result of a failure of such Person to withhold or remit taxes with respect to ownership of the Receivables or federal or other income taxes, including franchise taxes measured by net income), arising out of the transactions contemplated by this Agreement and the other Basic Documents, and costs and expenses in defending against the samepayments on any Transition Bond. The Seller shall indemnifyindemnify the Issuer and the Indenture Trustee (for the benefit of the Secured Parties) and each of their respective officers, defenddirectors, employees, trustees, managers, and agents for, and defend and hold harmless each such Person from and against, any and all taxes (other than taxes imposed on Bondholders as a result of their ownership of a Transition Bond) that may at any time be imposed on or asserted against any such Person as a result of the Issuer's ownership and assignment of the Transferred Transition Property, the issuance and sale by the Issuer of the Transition Bonds or the other transactions contemplated in the Basic Documents, including any franchise, sales, gross receipts, general corporation, tangible personal property, privilege or license taxes but excluding any taxes imposed as a result of a failure of such Person to withhold or remit taxes with respect to payments on any Transition Bond. The Seller shall indemnify the Issuer, the Owner Indenture Trustee (for the benefit of the Secured Parties) and each of their respective officers, directors, employees and agents for, and defend and hold harmless each such Person from and against all Losses that may be imposed on, incurred by or asserted against each such Person, in each such case, as a result of the Seller's breach of any of its representations, warranties or covenants contained in this Agreement. Indemnification under Sections 5.01(b), 5.01(c), 5.01(d) and 5.01(f) shall include reasonable out-of-pocket fees and expenses of investigation and litigation (including reasonable attorney's fees and expenses), except as otherwise expressly provided in this Agreement. The Seller shall indemnify the Indenture Trustee (for itself) and the Independent Managers, and any of their respective affiliates, officers, directors, employees and agents (each, an "Indemnified Person") for, and defend and hold harmless each such Person from and against against, any loss, liability or expense and all Losses incurred by reason any of such Indemnified Persons as a result of the Seller's breach of any of its representations and warranties or covenants contained in this Agreement, except to the extent of Losses either resulting from the willful misconduct, bad faith or gross negligence of such Indemnified Person or resulting from a breach of a representation or warranty made by such Indemnified Person in any of the Basic Documents that gives rise to the Seller's breach. The Seller shall not be required to indemnify an Indemnified Person for any amount paid or payable by such Indemnified Person in the settlement of any action, proceeding or investigation without the prior written consent of the Seller which consent shall not be unreasonably withheld. Promptly after receipt by an Indemnified Person of notice of the commencement of any action, proceeding or investigation, such Indemnified Person shall, if a claim in respect thereof is to be made against the Seller under this Section 5.01(f), notify the Seller in writing of the commencement thereof. Failure by an Indemnified Person to so notify the Seller shall relieve the Seller from the obligation to indemnify and hold harmless such Indemnified Person under this Section 5.01(f) only to the extent that the Seller suffers actual prejudice as a result of such failure. With respect to any action, proceeding or investigation brought by a third party for which indemnification may be sought under this Section 5.01(f), the Seller shall be entitled to conduct and control, at its expense and with counsel of its choosing that is reasonably satisfactory to such Indemnified Person, the defense of any such action, proceeding or investigation (in which case the Seller shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the Indemnified Person except as set forth below); provided that the Indemnified Person shall have the right to participate in such action, proceeding or investigation through counsel chosen by it and at its own expense. Notwithstanding the Seller's election to assume the defense of any action, proceeding or investigation, the Indemnified Person shall have the right to employ separate counsel (including local counsel), and the Seller shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the defendants in any such action include both the Indemnified Person and the Seller and the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Seller's willful misfeasance, bad faith, or gross negligence in the performance of its duties hereunder, or by reason of reckless disregard of the obligations and duties hereunder and (ii) the Seller shall not have employed counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person within a reasonable time after notice of the institution of such action, (iii) the Seller shall authorize the Indemnified Person to employ separate counsel at the expense of the Seller or (iv) in the case of the Indenture Trustee, such action exposes the Indenture Trustee to a material risk of criminal liability or forfeiture or a Servicer Default has occurred and is continuing. Notwithstanding the foregoing, the Seller shall not be obligated to pay for the fees, costs and expenses of more than one separate counsel for the Indemnified Persons other than one local counsel, if appropriate. The Seller shall indemnify the Servicer (if the Servicer is not the Seller's violation ) for the costs of federal or state securities laws any action instituted by the Servicer pursuant to Section 5.02(d) of the Servicing Agreement which are not paid as Operating Expenses in connection accordance with the registration priorities set forth in Section 8.02(e) of the sale Indenture. The remedies provided in this Agreement are the sole and exclusive remedies against the Seller for breach of the Notes its representations and the Certificateswarranties in this Agreement. Indemnification under this Section 6.2 5.01 shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made survive any indemnity payments to the Issuerrepeal of, modification of, or supplement to, or judicial invalidation of, the Owner Securitization Law or any Financing Order and shall survive the resignation or removal of the Indenture Trustee or the Indenture Trusteetermination of this Agreement and will rank in priority with other general, respectively, pursuant to this Section 6.2 and the Issuer, the Owner Trustee or the Indenture Trustee, respectively, thereafter shall collect any unsecured obligations of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, shall repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement and shall have no other obligations or liabilities hereunder. The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the sale of the Receivables to the Issuer or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, or license taxes (but not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes, including franchise taxes measured by net income), arising out of the transactions contemplated by this Agreement and the other Basic Documents, and costs and expenses in defending against the same. The Seller shall indemnify, defend, and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any loss, liability or expense incurred by reason of (i) the Seller's willful misfeasance, bad faith, or gross negligence in the performance of its duties hereunder, or by reason of reckless disregard of the obligations and duties hereunder and (ii) the Seller's violation of federal or state securities laws in connection with the registration of the sale of the Notes and the Certificates. Indemnification under this Section SECTION 6.2 shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section SECTION 6.2 and the Issuer, the Owner Trustee or the Indenture Trustee, respectively, thereafter shall collect any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, shall repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement Agreement. The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Servicer 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 Basic Documents, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Contracts to the Issuer or the issuance and original sale of the Securities, or asserted with respect to ownership of the Contracts, or federal or other income taxes arising out of distributions on the Certificates or the Notes) and costs and expenses in defending against the same. The Seller shall have no indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Securityholders from and against any loss, liability or expense incurred by reason of the Seller'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 or liabilities hereunderand duties under this Agreement. The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect toall costs, expenses, losses, claims, damages and as of the date of, the sale of the Receivables to the Issuer or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, or license taxes (but not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes, including franchise taxes measured by net income), liabilities arising out of or incurred in connection with the transactions contemplated by this Agreement acceptance or performance of the trusts and duties herein and, in the other Basic Documents, and costs and expenses in defending against the same. The Seller shall indemnify, defend, and hold harmless the Issuer, case of the Owner Trustee and Trustee, in the Trust Agreement and, in the case of the Indenture Trustee from and against any Trustee, in the Indenture, except to the extent that such cost, expense, loss, liability claim, damage or expense incurred by reason liability, in the case of (i) the Seller's Owner Trustee, shall be due to the willful misfeasance, bad faithfaith 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 gross negligence in the performance of its duties hereunder, or by reason of reckless disregard of the obligations and duties hereunder and (ii) the Seller's violation of federal Indenture Trustee, shall be due to the willful misfeasance, bad faith or state securities laws in connection with the registration negligence of the sale of the Notes and the CertificatesIndenture Trustee. Indemnification under this Section 6.2 shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 and the Issuer, the Owner Trustee Person to or the Indenture Trustee, respectively, thereafter shall collect any on behalf of whom such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, shall repay such amounts to the Seller, without interest.payments are made thereafter

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement and shall have no other obligations or liabilities hereunderthe Agreement. The Seller shall indemnify, defend defend, and hold harmless the Issuer, the Owner Trustee and its officers, directors, agents and employees and the Indenture Trustee 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 Contracts to the Issuer Trustee or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, or license taxes (but not not, in case of the Trust, including any taxes asserted with respect to ownership of the Receivables Contracts or federal or other income taxes, including franchise taxes measured by net income), arising out of the transactions contemplated by this Agreement and the other Basic Documents, Agreement) and costs and expenses in defending against the same. The Seller shall indemnify, defend, and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee its officers, directors, agents and employees from and against any loss, liability or expense incurred by reason of (i) the Seller's willful misfeasance, bad faith, or gross negligence in the performance of its duties hereunder, or by reason of reckless disregard of the its obligations and duties hereunder hereunder. The Seller shall indemnify, defend and (ii) hold harmless the Seller's violation Trustee and its officers, directors, agents and employees and the Trust from and against all costs, expenses, losses, claims, damages, and liabilities arising out of federal or state securities laws incurred in connection with the registration acceptance or performance of the sale trusts and duties herein contained, except to the extent that such cost, expense, loss, claim, damage or liability: (i) shall be due to the willful misfeasance, bad faith, or gross negligence of the Notes and Trustee; or (ii) shall arise from the CertificatesTrustee's breach of any of its representations or warranties set forth in Section 9.14. Indemnification under this Section 6.2 6.1 shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 and the Issuer, the Owner Trustee or the Indenture Trustee, respectively, thereafter shall collect any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, shall repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement and shall have no other obligations or liabilities hereunderAgreement. The Seller shall indemnify, defend defend, and hold harmless the Issuer, the Owner Trustee and its officers, directors, agents and employees and the Indenture Trustee 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 Contracts to the Issuer Trustee or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, or license taxes (but not not, in case of the Trust, including any taxes asserted with respect to ownership of the Receivables Contracts or federal or other income taxes, including franchise taxes measured by net income), arising out of the transactions contemplated by this Agreement and the other Basic Documents, Agreement) and costs and expenses in defending against the same. The Seller shall indemnify, defend, and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee its officers, directors, agents and employees from and against any loss, liability or expense incurred by reason of (i) the Seller's willful misfeasance, bad faith, or gross negligence in the performance of its duties hereunder, or by reason of reckless disregard of the its obligations and duties hereunder hereunder. The Seller shall indemnify, defend and (ii) hold harmless the Seller's violation Trustee and its officers, directors, agents and employees and the Trust from and against all costs, expenses, losses, claims, damages, and liabilities arising out of federal or state securities laws incurred in connection with the registration acceptance or performance of the sale trusts and duties herein contained, except to the extent that such cost, expense, loss, claim, damage or liability: (i) shall be due to the willful misfeasance, bad faith, or gross negligence of the Notes and Trustee; (ii) relates to any tax other than the Certificatestaxes with respect to which the Seller shall be required to indemnify the Trustee; (iii) shall arise from the Trustee's breach of any of its representations or warranties set forth in Section 9.14; or (iv) shall be one as to which the Servicer is required to indemnify the Trustee. Indemnification under this Section 6.2 shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 and the Issuer, the Owner Trustee or the Indenture Trustee, respectively, recipient thereafter shall collect any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, recipient shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement and shall have no other obligations or liabilities hereunderAgreement. The Seller shall indemnify, defend and hold harmless the IssuerTrust, the Owner Trustee and the Indenture Trustee (in such role and as Successor Servicer) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date ofhereof, the sale of the Receivables to the Issuer or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, privilege or license taxes and any and all other taxes levied or assessed upon the Issuer or upon all or any part of the Collateral (but but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes, including franchise taxes measured by net income), arising out of the transactions contemplated by this Agreement and the other Basic Documents, ) and costs and expenses in defending against the same. The Indemnification under this Section 6.03 shall survive the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation (including the costs of defending any claim or bringing any claim to enforce the Seller’s indemnity obligations hereunder). If the Seller shall indemnifyhave made any indemnity payment to any Person entitled thereto pursuant to this Section 6.03 and such Person thereafter shall collect any of such amounts from others, defendsuch Person shall promptly repay such amounts to the Seller, without interest (except to the extent the recipient collects interest from others). 47 (NAROT 20[ ]-[ ] Sale and Servicing Agreement) Promptly after receipt by a party indemnified under this Section 6.03 (for purposes of this paragraph, an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim is to be made in respect thereof against the Seller under this Section 6.03, notify the Seller of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 6.03 and it notifies the Seller of the commencement thereof, the Seller will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Seller), and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against Seller will not be liable to such Indemnified Party under this Section 6.03 for any loss, liability legal or expense other expenses subsequently incurred by reason of (i) the Seller's willful misfeasance, bad faith, or gross negligence in the performance of its duties hereunder, or by reason of reckless disregard of the obligations and duties hereunder and (ii) the Seller's violation of federal or state securities laws such Indemnified Party in connection with the registration defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 6.03 shall survive the termination of this Agreement or the resignation or removal of the sale of Owner Trustee or the Notes Indenture Trustee (in such role and the Certificates. Indemnification under this Section 6.2 as Successor Servicer) and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 6.03 and the Issuer, the Owner Trustee Person to or the Indenture Trustee, respectively, on behalf of whom such payments are made thereafter shall collect collects any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, such Person shall promptly repay such amounts to the Seller, without interest (except to the extent received by such Person). The Seller’s obligations under this Section 6.03 are obligations solely of the Seller and will not constitute a claim against the Seller to the extent that the Seller does not have funds sufficient to make payment of such obligations. In furtherance of and not in derogation of the foregoing, the Issuer, the Servicer, the Indenture Trustee and the Owner Trustee, by entering into or accepting this Agreement, acknowledge and agree that they have no right, title or interest in or to the Other Assets of the Seller. To the extent that, notwithstanding the agreements and provisions contained in the preceding sentence, the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee either (i) asserts an interest or claim to, or benefit from, Other Assets, or (ii) is deemed to have any such interest, claim to, or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), then the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee, as applicable, further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and will be expressly subordinated to the indefeasible payment in full, which, under the terms of the relevant documents relating to the securitization or conveyance of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Seller), including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement will be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Issuer, the Servicer, the Indenture Trustee and the Owner Trustee each further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 6.03 and the terms of this Section 6.03 may be enforced by an action for specific performance. The provisions of this Section 6.03 will be for the third party benefit of those entitled to rely thereon and will survive the termination of this Agreement.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement and shall have no other obligations or liabilities hereunderAgreement. The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee Trustee, the Indenture Trustee, the Insurer, the Servicer and the Indenture Trustee Custodian and their respective officers, directors, agents and employees 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 Issuer or transactions contemplated herein and in the issuance and original sale of the Notes and the Certificatesother Basic Documents, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, privilege or license taxes (but but, not including (i) in the case of the Issuer, any taxes asserted with respect to, and as of the date of, the sale of the Contracts to the Issuer or the issuance and original sale of the Securities, or (ii) any taxes asserted with respect to ownership of the Receivables Contracts, or (iii) any federal or other income taxes, including franchise taxes measured by net income), arising out of distributions on the transactions contemplated by this Agreement and the other Basic Documents, Securities) and costs and expenses in defending against the same. The Seller shall indemnify, defend, defend and hold harmless the Issuer, the Owner Trustee Trustee, the Indenture Trustee, the Custodian their respective officers, directors, agents and employees and the Indenture Trustee Noteholders from and against any loss, liability or expense incurred by reason of (i) the Seller's willful misfeasance, bad faith, faith or gross negligence (other than errors in judgment) in the performance of its duties hereunderunder this Agreement, or by reason of reckless disregard of the its obligations and duties hereunder under this Agreement. The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Custodian and their respective officers, directors, agents and employees from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein and, in the case of the Owner Trustee, in the Owner Trust Agreement and, in the case of the Indenture Trustee, in the Indenture as well as the other Basic Documents, 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 the Owner Trust Agreement, (ii) the Seller's violation of federal Indenture Trustee, shall be due to the willful misfeasance, bad faith or state securities laws in connection with the registration negligence of the sale Indenture Trustee or (iii) the Custodian, shall be due to the willful misfeasance, bad faith or negligence of the Notes and the CertificatesCustodian, respectively. Indemnification under this Section 6.2 5.01 shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. Indemnification under this Section 5.01 shall be payable solely from amounts payable to the Seller pursuant to clause (xiii) of Section 4.03(a) and shall not otherwise be payable from the Trust Property. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 section and the Issuer, the Owner Trustee Person to or the Indenture Trustee, respectively, on behalf of whom such payments are made thereafter shall collect any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement and shall have no other obligations or liabilities hereunderthe Agreement. The Seller shall indemnify, defend defend, and hold harmless the Issuer, the Owner Trustee and its officers, directors, agents and employees and the Indenture Trustee 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 Contracts to the Issuer Trustee or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, or license taxes (but not not, in case of the Trust, including any taxes asserted with respect to ownership of the Receivables Contracts or federal or other income taxes, including franchise taxes measured by net income), arising out of the transactions contemplated by this Agreement and the other Basic Documents, Agreement) and costs and expenses in defending against the same. The Seller shall indemnify, defend, and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee its officers, directors, agents and employees from and against any loss, liability or expense incurred by reason of (i) the Seller's willful misfeasance, bad faith, or gross negligence in the performance of its duties hereunder, or by reason of reckless disregard of the its obligations and duties hereunder hereunder. The Seller shall indemnify, defend and (ii) hold harmless the Seller's violation Trustee and its officers, directors, agents and employees and the Trust from and against all costs, expenses, losses, claims, damages, and liabilities arising out of federal or state securities laws incurred in connection with the registration acceptance or performance of the sale of the Notes trusts and the Certificates. Indemnification under this Section 6.2 shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments duties herein contained, except to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 and the Issuer, the Owner Trustee or the Indenture Trustee, respectively, thereafter shall collect any of extent that such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, shall repay such amounts to the Seller, without interest.cost,

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement and shall have no other obligations or liabilities hereunderAgreement. The Seller shall indemnify, defend and hold harmless the IssuerTrust, the Owner Trustee and the Indenture Trustee (in such role and as Successor Servicer) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date ofhereof, the sale of the Receivables to the Issuer or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, privilege or license taxes and any and all other taxes levied or assessed upon the Issuer or upon all or any part of the Collateral (but but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes, including franchise taxes measured by net income), arising out of the transactions contemplated by this Agreement and the other Basic Documents, ) and costs and expenses in defending against the same. The Indemnification under this Section 6.03 shall survive the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation (including the costs of defending any claim or bringing any claim to enforce the Seller’s indemnity obligations hereunder). If the Seller shall indemnifyhave made any indemnity payment to any Person entitled thereto pursuant to this Section 6.03 and such Person thereafter shall collect any of such amounts from others, defendsuch Person shall promptly repay such amounts to the Seller, without interest (except to the extent the recipient collects interest from others). Promptly after receipt by a party indemnified under this Section 6.03 (for purposes of this paragraph, an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim is to be made in respect thereof against the Seller under this Section 6.03, notify the Seller of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 6.03 and it notifies the Seller of the commencement thereof, the Seller will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Seller), and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against Seller will not be liable to such Indemnified Party under this Section 6.03 for any loss, liability legal or expense other expenses subsequently incurred by reason of (i) the Seller's willful misfeasance, bad faith, or gross negligence in the performance of its duties hereunder, or by reason of reckless disregard of the obligations and duties hereunder and (ii) the Seller's violation of federal or state securities laws such Indemnified Party in connection with the registration defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 6.03 shall survive the termination of this Agreement or the resignation or removal of the sale of Owner Trustee or the Notes Indenture Trustee (in such role and the Certificates. Indemnification under this Section 6.2 as Successor Servicer) and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 6.03 and the Issuer, the Owner Trustee Person to or the Indenture Trustee, respectively, on behalf of whom such payments are made thereafter shall collect collects any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, such Person shall promptly repay such amounts to the Seller, without interest (except to the extent received by such Person). 50 (NAROT 20[ ]-[ ] Sale and Servicing Agreement) The Seller’s obligations under this Section 6.03 are obligations solely of the Seller and will not constitute a claim against the Seller to the extent that the Seller does not have funds sufficient to make payment of such obligations. In furtherance of and not in derogation of the foregoing, the Issuer, the Servicer, the Indenture Trustee and the Owner Trustee, by entering into or accepting this Agreement, acknowledge and agree that they have no right, title or interest in or to the Other Assets of the Seller. To the extent that, notwithstanding the agreements and provisions contained in the preceding sentence, the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee either (i) asserts an interest or claim to, or benefit from, Other Assets, or (ii) is deemed to have any such interest, claim to, or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), then the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee, as applicable, further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and will be expressly subordinated to the indefeasible payment in full, which, under the terms of the relevant documents relating to the securitization or conveyance of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Seller), including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement will be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Issuer, the Servicer, the Indenture Trustee and the Owner Trustee each further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 6.03 and the terms of this Section 6.03 may be enforced by an action for specific performance. The provisions of this Section 6.03 will be for the third party benefit of those entitled to rely thereon and will survive the termination of this Agreement.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement and shall have no other obligations or liabilities hereunderAgreement. The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee and Trustee, the Trust Agent, the Indenture Trustee Trustee, the Insurer, the Servicer, the Custodian and their respective officers, directors, agents and employees 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 Basic Documents, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, not including (i) in the case of the Issuer, any taxes asserted with respect to, and as of the date of, the sale of the Receivables Contracts to the Issuer or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilegeSecurities, or license taxes (but not including ii) any taxes asserted with respect to ownership of the Receivables Contracts, or (iii) any federal or other income taxes, including franchise taxes measured by net income), arising out of distributions on the transactions contemplated by this Agreement and the other Basic Documents, Securities) and costs and expenses in defending against the same. The Seller shall indemnify, defend, defend and hold harmless the Issuer, the Owner Trustee Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the Custodian their respective officers, directors, agents and employees and the Indenture Trustee Securityholders from and against any loss, liability or expense incurred by reason of (i) the Seller's willful misfeasance, bad faith, faith or gross negligence (other than errors in judgment) in the performance of its duties hereunderunder this Agreement, or by reason of reckless disregard of the its obligations and duties hereunder under this Agreement. The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee, the Insurer, the Custodian and their respective officers, directors, agents and employees from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein and, in the case of the Owner Trustee and the Trust Agent, 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 the Trust Agreement, (ii) the Seller's violation of federal Trust Agent, shall be due to the willful misfeasance, bad faith or state securities laws in connection with the registration negligence of the sale Trust Agent or shall arise from the breach by the Trust Agent of any of its representations or warranties set forth in the Trust Agreement, (iii) the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Notes and Indenture Trustee or (iv) the CertificatesInsurer or the Custodian, shall be due to the willful misfeasance, bad faith or negligence of the Insurer or the Custodian, respectively. Indemnification under this Section 6.2 shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 section and the Issuer, the Owner Trustee Person to or the Indenture Trustee, respectively, on behalf of whom such payments are made thereafter shall collect any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement and shall have no other obligations or liabilities hereunder. Agreement.The Seller shall indemnifyindemnify the Issuer and the Indenture Trustee (for the benefit of the Secured Parties) and each of their respective officers, directors, employees, trustees, managers and agents for, and defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee each such Person from and against against, any and all taxes (other than taxes imposed on Bondholders as a result of their ownership of a Transition Bond) that may at any time be imposed on or asserted against any such Person with respect to, and as a result of the date of, the sale of the Receivables Transferred Transition Property to the Issuer or the issuance and original sale of the Notes and the CertificatesIssuer, including any franchise, sales, gross receipts, general corporation, tangible or intangible personal property, privilege, privilege or license taxes (but not including excluding any taxes asserted imposed as a result of a failure of such Person to withhold or remit taxes with respect to payments on any Transition Bond.The Seller shall indemnify the Issuer and the Indenture Trustee (for the benefit of the Secured Parties) and each of their respective officers, directors, employees, trustees, managers, and agents for, and defend and hold harmless each such Person from and against, any and all taxes (other than taxes imposed on Bondholders as a result of their ownership of the Receivables a Transition Bond) that may at any time be imposed on or federal or other income taxes, including franchise taxes measured by net income), arising out asserted against any such Person as a result of the Issuer-s ownership and assignment of the Transferred Transition Property, the issuance and sale by the Issuer of the Transition Bonds or the other transactions contemplated by this Agreement and in the other Basic Documents, including any franchise, sales, gross receipts, general corporation, tangible personal property, privilege or license taxes but excluding any taxes imposed as a result of a failure of such Person to withhold or remit taxes with respect to payments on any Transition Bond.The Seller shall indemnify the Issuer, the Indenture Trustee (for the benefit of the Secured Parties) and costs each of their respective officers, directors, employees and agents for, and defend and hold harmless each such Person from and against all Losses that may be imposed on, incurred by or asserted against each such Person, in each such case, as a result of the Seller-s breach of any of its representations, warranties or covenants contained in this Agreement.Indemnification under Sections 5.01(b), 5.01(c), 5.01(d) and 5.01(f) shall include reasonable out-of-pocket fees and expenses of investigation and litigation (including reasonable attorney-s fees and expenses), except as otherwise expressly provided in defending against this Agreement.The Seller shall indemnify the sameIndenture Trustee (for itself) and the Independent Managers, and any of their respective affiliates, officers, directors, employees and agents (each, an "Indemnified Person") for, and defend and hold harmless each such Person from and against, any and all Losses incurred by any of such Indemnified Persons as a result of the Seller-s breach of any of its representations and warranties or covenants contained in this Agreement, except to the extent of Losses either resulting from the willful misconduct, bad faith or gross negligence of such Indemnified Person or resulting from a breach of a representation or warranty made by such Indemnified Person in any of the Basic Documents that gives rise to the Seller-s breach. The Seller shall indemnifynot be required to indemnify an Indemnified Person for any amount paid or payable by such Indemnified Person in the settlement of any action, defendproceeding or investigation without the prior written consent of the Seller which consent shall not be unreasonably withheld. Promptly after receipt by an Indemnified Person of notice of the commencement of any action, proceeding or investigation, such Indemnified Person shall, if a claim in respect thereof is to be made against the Seller under this Section 5.01(f), notify the Seller in writing of the commencement thereof. Failure by an Indemnified Person to so notify the Seller shall relieve the Seller from the obligation to indemnify and hold harmless such Indemnified Person under this Section 5.01(f) only to the Issuerextent that the Seller suffers actual prejudice as a result of such failure. With respect to any action, proceeding or investigation brought by a third party for which indemnification may be sought under this Section 5.01(f), the Owner Trustee Seller shall be entitled to conduct and control, at its expense and with counsel of its choosing that is reasonably satisfactory to such Indemnified Person, the defense of any such action, proceeding or investigation (in which case the Seller shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the Indemnified Person except as set forth below); provided that the Indemnified Person shall have the right to participate in such action, proceeding or investigation through counsel chosen by it and at its own expense. Notwithstanding the Seller-s election to assume the defense of any action, proceeding or investigation, the Indemnified Person shall have the right to employ separate counsel (including local counsel), and the Indenture Trustee from Seller shall bear the reasonable fees, costs and against any loss, liability or expense incurred by reason expenses of such separate counsel if (i) the defendants in any such action include both the Indemnified Person and the Seller and the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Seller's willful misfeasance, bad faith, or gross negligence in the performance of its duties hereunder, or by reason of reckless disregard of the obligations and duties hereunder and (ii) the Seller shall not have employed counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person within a reasonable time after notice of the institution of such action, (iii) the Seller shall authorize the Indemnified Person to employ separate counsel at the expense of the Seller or (iv) in the case of the Indenture Trustee, such action exposes the Indenture Trustee to a material risk of criminal liability or forfeiture or a Servicer Default has occurred and is continuing. Notwithstanding the foregoing, the Seller shall not be obligated to pay for the fees, costs and expenses of more than one separate counsel for the Indemnified Persons other than one local counsel, if appropriate.The Seller shall indemnify the Servicer (if the Servicer is not the Seller's violation ) for the costs of federal or state securities laws any action instituted by the Servicer pursuant to Section 5.02(d) of the Servicing Agreement which are not paid as Operating Expenses in connection accordance with the registration priorities set forth in Section 8.02(e) of the sale Indenture.The remedies provided in this Agreement are the sole and exclusive remedies against the Seller for breach of the Notes its representations and the Certificates. warranties in this Agreement.Indemnification under this Section 6.2 5.01 shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made survive any indemnity payments to the Issuerrepeal of, modification of, or supplement to, or judicial invalidation of, the Owner Securitization Law or any Financing Order and shall survive the resignation or removal of the Indenture Trustee or the Indenture Trusteetermination of this Agreement and will rank in priority with other general, respectively, pursuant to this Section 6.2 and the Issuer, the Owner Trustee or the Indenture Trustee, respectively, thereafter shall collect any unsecured obligations of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, shall repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken under this Agreement by the Seller in such capacity and the representations made by the Seller under this Agreement and shall have no other obligations or liabilities hereunderAgreement. The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee Trustee, the Trust and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to, to the transactions contemplated in this Agreement and as any of the date ofBasic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the sale of Indenture Trustee and each Series Support Provider and except any taxes to which the Receivables to the Issuer Owner Trustee or the issuance and original sale of the Notes and the CertificatesIndenture Trustee may otherwise be subject to), including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, privilege or license taxes (but but, in the case of the Issuer, not including any taxes asserted with respect to ownership of the Receivables or to, federal or other income taxes, including franchise taxes measured by net income), arising out of distributions on the transactions contemplated by this Agreement Certificates and the other Basic Documents, Notes) and costs and expenses in defending against the same. The Seller shall indemnify, defend, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any loss, liability or expense incurred by reason of (i) the Seller's Sellers willful misfeasance, bad faith, faith or gross negligence in the performance of its duties hereunderunder this Agreement, or by reason of reckless disregard of the its obligations and duties hereunder under this Agreement and (ii) the Seller's Sellers or the Issuers violation of federal Federal or state securities laws in connection with the registration of the offering and sale of the Notes Notes. The Seller shall indemnify, defend and hold harmless the Owner Trustee and the CertificatesIndenture Trustee and their respective officers, directors, employees and agents from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or incurred in connection with, the acceptance or performance of the trusts and duties set forth herein and in the Basic Documents, except to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Person seeking indemnification. Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 and the Issuer, the Owner Trustee Person to or the Indenture Trustee, respectively, on behalf of whom such payments are made thereafter shall collect any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement and shall have no other obligations or liabilities hereunder. Agreement: The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Company and the Servicer and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein and in the Basic Documents, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuer or the issuance and original sale of the Notes Certificates and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilegeNotes, or license taxes (but not including any taxes asserted with respect to ownership of the Receivables Receivables, or federal or other income taxes, including franchise taxes measured by net income), arising out of distributions on the transactions contemplated by this Agreement and Certificates or the other Basic Documents, Notes) and costs and expenses in defending against the same. The Seller shall indemnify, defend, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Company, the Certificateholders and the Noteholders and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee and the Indenture Trustee from and against any loss, liability or expense incurred by reason of (i) the Seller's willful misfeasance, bad faith, faith or gross negligence in the performance of its duties hereunderunder this Agreement, or by reason of reckless disregard of the its obligations and duties hereunder under this Agreement and (ii) the Seller's or the Issuer's violation of federal or state securities laws in connection with the registration of the offering and sale of the Notes and the Certificates. The Seller shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee and their respective officers, directors, employees and agents from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein and in the Trust Agreement contained, in the case of the Owner Trustee, and in the Indenture contained, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability: (i) in the case of the Owner Trustee, shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee or, in the case of the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Indenture Trustee; or (ii) in the case of the Owner Trustee, 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. The Seller shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee and the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 and the Issuer, the Owner Trustee Person to or the Indenture Trustee, respectively, on behalf of whom such payments are made thereafter shall collect any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement Agreement. The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Master Servicer 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 Basic Documents, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Contracts to the Issuer or the issuance and original sale of the Securities, or asserted with respect to ownership of the Contracts, or federal or other income taxes arising out of distributions on the Certificates or the Notes) and costs and expenses in defending against the same. The Seller shall have no indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Securityholders from and against any loss, liability or expense incurred by reason of the Seller'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 or liabilities hereunderand duties under this Agreement. The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect toall costs, expenses, losses, claims, damages and as of the date of, the sale of the Receivables to the Issuer or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, or license taxes (but not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes, including franchise taxes measured by net income), liabilities arising out of or incurred in connection with the transactions contemplated by this Agreement acceptance or performance of the trusts and duties herein and, in the other Basic Documents, and costs and expenses in defending against the same. The Seller shall indemnify, defend, and hold harmless the Issuer, case of the Owner Trustee and Trustee, in the Trust Agreement and, in the case of the Indenture Trustee from and against any Trustee, in the Indenture, except to the extent that such cost, expense, loss, liability claim, damage or expense incurred by reason liability, in the case of (i) the Seller's Owner Trustee, shall be due to the willful misfeasance, bad faithfaith 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 gross negligence in the performance of its duties hereunder, or by reason of reckless disregard of the obligations and duties hereunder and (ii) the Seller's violation of federal Indenture Trustee, shall be due to the willful misfeasance, bad faith or state securities laws in connection with the registration negligence of the sale of the Notes and the CertificatesIndenture Trustee. Indemnification under this Section 6.2 shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 and the Issuer, the Owner Trustee or the Indenture Trustee, respectively, thereafter shall collect any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, shall repay such amounts to the Seller, without interest.indemnity

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement Agreement, and shall have no other obligations or liabilities hereunder. hereby agrees to the following: (a) The Seller shall indemnify, defend defend, and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the sale of the Receivables to the Issuer or the issuance and original sale of the Notes and or the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, or license taxes (but but, in the case of the Issuer, not including any taxes asserted with respect to ownership of the Receivables or federal Federal or other Applicable Tax State income taxes, including franchise taxes measured by net income), arising out of the transactions contemplated by this Agreement and the other Basic Documents, ) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend, and hold harmless the Issuer, the Owner Trustee Trustee, the Indenture Trustee, the Noteholders and the Indenture Trustee Certificateholders from and against any loss, liability or expense incurred by reason of (i) the Seller's willful misfeasance, bad faith, or gross negligence (other than errors in judgment) in the performance of its duties hereunderunder this Agreement, or by reason of reckless disregard of the its obligations and duties hereunder under this Agreement and (ii) the Seller's violation of federal Federal or state securities laws in connection with the registration of or the sale of the Notes and or the Certificates. (c) The Seller shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee and their respective officers, directors, employees and agents from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and in the Trust Agreement, in the case of the Owner Trustee, and in the Indenture, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability: (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as applicable; (ii) in the case of the Owner Trustee shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement or (iii) in the case of the Indenture Trustee shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture. (d) The Seller shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. (e) Indemnification under this Section 6.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee and the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 and the Issuer, the Owner Trustee Person to or the Indenture Trustee, respectively, on behalf of whom such payments are made thereafter shall collect any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, such Person shall promptly repay such amounts to the Seller, without interest.. SECTION 6.3 Merger or Consolidation of, or Assumption of the Obligations of, Seller. Any Person (i) into which the Seller may be merged or consolidated, (ii) resulting from any merger, conversion, or consolidation to which the Seller shall be a party or (iii) that may succeed by purchase and assumption to all or substantially all of the business of the Seller, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, will be the successor to the Seller under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement; provided, however, that (x) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 6.3, and (y) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to fully preserve and protect the interest of the Issuer and the Indenture Trustee, respectively, in the Receivables and the other Trust Property, and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest. The Seller shall provide notice of any merger, conversion, consolidation, or succession pursuant to this Section 6.3 to the Rating Agencies. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (x) or (y) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) or (iii) above. SECTION 6.4

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the such Seller in such capacity under this Agreement Agreement. The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Master Servicer 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 Basic Documents, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Contracts to the Issuer or the issuance and original sale of the Securities, or asserted with respect to ownership of the Contracts, or federal or other income taxes arising out of distributions on the Certificates or the Notes) and costs and expenses in defending against the same. The Seller shall have no indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Securityholders from and against any loss, liability or expense incurred by reason of such Seller'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 or liabilities hereunderand duties under this Agreement. The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect toall costs, expenses, losses, claims, damages and as of the date of, the sale of the Receivables to the Issuer or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, or license taxes (but not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes, including franchise taxes measured by net income), liabilities arising out of or incurred in connection with the transactions contemplated by this Agreement acceptance or performance of the trusts and duties herein and, in the other Basic Documents, and costs and expenses in defending against the same. The Seller shall indemnify, defend, and hold harmless the Issuer, case of the Owner Trustee and Trustee, in the Trust Agreement and, in the case of the Indenture Trustee from and against any Trustee, in the Indenture, except to the extent that such cost, expense, loss, liability claim, damage or expense incurred by reason liability, in the case of (i) the Seller's Owner Trustee, shall be due to the willful misfeasance, bad faithfaith 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 gross negligence in the performance of its duties hereunder, or by reason of reckless disregard of the obligations and duties hereunder and (ii) the Seller's violation of federal Indenture Trustee, shall be due to the willful misfeasance, bad faith or state securities laws in connection with the registration negligence of the sale of the Notes and the CertificatesIndenture Trustee. Indemnification under this Section 6.2 shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 and the Issuer, the Owner Trustee Person to or the Indenture Trustee, respectively, on behalf of whom such payments are 64 made thereafter shall collect any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, such Person shall promptly repay such amounts to the such Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement and shall have no other obligations or liabilities hereunderAgreement. The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee Trustees and the Indenture Trustee Servicer from and against any taxes Taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein and in the other Basic Documents (but, in the case of the Issuer, not including any Taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuer or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilegeSecurities, or license taxes (but not including any taxes asserted with respect to ownership of the Receivables Receivables, or federal or other income taxes, including franchise taxes measured by net income), Taxes arising out of distributions on the transactions contemplated by this Agreement and the other Basic Documents, Securities) and costs and expenses in defending against the same. The Seller shall indemnify, defend, defend and hold harmless the Issuer, the Owner Trustee Trustees and the Indenture Trustee Securityholders from and against any loss, liability or expense Liability incurred by reason of (i) the Seller's willful misfeasance, bad faith, faith or gross negligence (other than errors in judgment) in the performance of its duties hereunderunder this Agreement, or by reason of reckless disregard of the its obligations and duties hereunder under this Agreement. The Seller shall indemnify, defend and hold harmless the Issuer and the Trustees from and against any Losses arising out of or incurred in connection with the acceptance or 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 Loss, 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 Seller's violation of federal Indenture Trustee, shall be due to the willful misfeasance, bad faith or state securities laws in connection with the registration negligence of the sale of the Notes and the Certificates. Indemnification under this Section 6.2 shall include reasonable fees and expenses of counsel and expenses of litigationIndenture Trustee. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 and the Issuer, the Owner Trustee Person to or the Indenture Trustee, respectively, on behalf of whom such payments are made thereafter shall collect any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Each Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the such Seller in such capacity under this Agreement Agreement. Each Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Master Servicer 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 Basic Documents, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Contracts to the Issuer or the issuance and original sale of the Securities, or asserted with respect to ownership of the Contracts, or federal or other income taxes arising out of distributions on the Certificates or the Notes) and costs and expenses in defending against the same. Each Seller shall have no indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Securityholders from and against any loss, liability or expense incurred by reason of such Seller'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 or liabilities hereunderand duties under this Agreement. The Each Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect toall costs, expenses, losses, claims, damages and as of the date of, the sale of the Receivables to the Issuer or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, or license taxes (but not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes, including franchise taxes measured by net income), liabilities arising out of or incurred in connection with the transactions contemplated by this Agreement acceptance or performance of the trusts and duties herein and, in the other Basic Documents, and costs and expenses in defending against the same. The Seller shall indemnify, defend, and hold harmless the Issuer, case of the Owner Trustee and Trustee, in the Trust Agreement and, in the case of the Indenture Trustee from and against any Trustee, in the Indenture, except to the extent that such cost, expense, loss, liability claim, damage or expense incurred by reason liability, in the case of (i) the Seller's Owner Trustee, shall be due to the willful misfeasance, bad faithfaith 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 gross negligence in the performance of its duties hereunder, or by reason of reckless disregard of the obligations and duties hereunder and (ii) the Seller's violation of federal Indenture Trustee, shall be due to the willful misfeasance, bad faith or state securities laws in connection with the registration negligence of the sale of the Notes and the CertificatesIndenture Trustee. Indemnification under this Section 6.2 shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the a Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 and the Issuer, the Owner Trustee Person to or the Indenture Trustee, respectively, thereafter shall collect any on behalf of whom such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, shall repay such amounts to the Seller, without interest.payments are

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement and shall have no other obligations or liabilities hereunderAgreement. The Seller shall indemnifyindemnify the Issuer and the Indenture Trustee (for the benefit of the Secured Parties) and each of their respective officers, directors, employees, trustees, managers and agents for, and defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee each such Person from and against against, any and all taxes (other than taxes imposed on Bondholders as a result of their ownership of a Transition Bond) that may at any time be imposed on or asserted against any such Person with respect to, and as a result of the date of, the sale of the Receivables Transition Property to the Issuer or the issuance and original sale of the Notes and the CertificatesIssuer, including any franchise, sales, gross receipts, general corporation, tangible or intangible personal property, privilege, privilege or license taxes (but not including excluding any taxes asserted imposed as a result of a failure of such Person to withhold or remit taxes with respect to ownership of the Receivables or federal or other income taxes, including franchise taxes measured by net income), arising out of the transactions contemplated by this Agreement and the other Basic Documents, and costs and expenses in defending against the samepayments on any Transition Bond. The Seller shall indemnifyindemnify the Issuer and the Indenture Trustee (for the benefit of the Secured Parties) and each of their respective officers, defenddirectors, employees, trustees, managers, and agents for, and defend and hold harmless each such Person from and against, any and all taxes (other than taxes imposed on Bondholders as a result of their ownership of a Transition Bond) that may at any time be imposed on or asserted against any such Person as a result of the Issuer's ownership and assignment of the Transition Property, the issuance and sale by the Issuer of the Transition Bonds or the other transactions contemplated in the Basic Documents, including any franchise, sales, gross receipts, general corporation, tangible personal property, privilege or license taxes but excluding any taxes imposed as a result of a failure of such Person to withhold or remit taxes with respect to payments on any Transition Bond. The Seller shall indemnify the Issuer, the Owner Indenture Trustee (for the benefit of the Secured Parties) and each of their respective officers, directors, employees and agents for, and defend and hold harmless each such Person from and against all Losses that may be imposed on, incurred by or asserted against each such Person, in each such case, as a result of the Seller's breach of any of its representations, warranties or covenants contained in this Agreement. Indemnification under Sections 5.01(b), 5.01(c), 5.01(d) and 5.01(f) shall include reasonable out-of-pocket fees and expenses of investigation and litigation (including reasonable attorney's fees and expenses), except as otherwise expressly provided in this Agreement. The Seller shall indemnify the Indenture Trustee (for itself) and the Independent Managers, and any of their respective affiliates, officers, directors, employees and agents (each, an "Indemnified Person") for, and defend and hold harmless each such Person from and against against, any loss, liability or expense and all Losses incurred by reason any of such Indemnified Persons as a result of the Seller's breach of any of its representations and warranties or covenants contained in this Agreement, except to the extent of Losses either resulting from the willful misconduct, bad faith or gross negligence of such Indemnified Person or resulting from a breach of a representation or warranty made by such Indemnified Person in any of the Basic Documents that gives rise to the Seller's breach. The Seller shall not be required to indemnify an Indemnified Person for any amount paid or payable by such Indemnified Person in the settlement of any action, proceeding or investigation without the prior written consent of the Seller which consent shall not be unreasonably withheld. Promptly after receipt by an Indemnified Person of notice of the commencement of any action, proceeding or investigation, such Indemnified Person shall, if a claim in respect thereof is to be made against the Seller under this Section 5.01(f), notify the Seller in writing of the commencement thereof. Failure by an Indemnified Person to so notify the Seller shall relieve the Seller from the obligation to indemnify and hold harmless such Indemnified Person under this Section 5.01(f) only to the extent that the Seller suffers actual prejudice as a result of such failure. With respect to any action, proceeding or investigation brought by a third party for which indemnification may be sought under this Section 5.01(f), the Seller shall be entitled to conduct and control, at its expense and with counsel of its choosing that is reasonably satisfactory to such Indemnified Person, the defense of any such action, proceeding or investigation (in which case the Seller shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the Indemnified Person except as set forth below); provided that the Indemnified Person shall have the right to participate in such action, proceeding or investigation through counsel chosen by it and at its own expense. Notwithstanding the Seller's election to assume the defense of any action, proceeding or investigation, the Indemnified Person shall have the right to employ separate counsel (including local counsel), and the Seller shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the defendants in any such action include both the Indemnified Person and the Seller and the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Seller's willful misfeasance, bad faith, or gross negligence in the performance of its duties hereunder, or by reason of reckless disregard of the obligations and duties hereunder and (ii) the Seller shall not have employed counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person within a reasonable time after notice of the institution of such action, (iii) the Seller shall authorize the Indemnified Person to employ separate counsel at the expense of the Seller or (iv) in the case of the Indenture Trustee, such action exposes the Indenture Trustee to a material risk of criminal liability or forfeiture or a Servicer Default has occurred and is continuing. Notwithstanding the foregoing, the Seller shall not be obligated to pay for the fees, costs and expenses of more than one separate counsel for the Indemnified Persons other than one local counsel, if appropriate. The Seller shall indemnify the Servicer (if the Servicer is not the Seller's violation ) for the costs of federal or state securities laws any action instituted by the Servicer pursuant to Section 5.02(d) of the Servicing Agreement which are not paid as Operating Expenses in connection accordance with the registration priorities set forth in Section 8.02(e) of the sale Indenture. The remedies provided in this Agreement are the sole and exclusive remedies against the Seller for breach of the Notes its representations and the Certificateswarranties in this Agreement. Indemnification under this Section 6.2 5.01 shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made survive any indemnity payments to the Issuerrepeal of, modification of, or supplement to, or judicial invalidation of, the Owner Securitization Law or the Financing Order and shall survive the resignation or removal of the Indenture Trustee or the Indenture Trusteetermination of this Agreement and will rank in priority with other general, respectively, pursuant to this Section 6.2 and the Issuer, the Owner Trustee or the Indenture Trustee, respectively, thereafter shall collect any unsecured obligations of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, shall repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement and shall have no other obligations or liabilities hereunderAgreement. The Seller shall indemnify, defend defend, and hold harmless the Issuer, the Owner Trustee and its officers, directors, agents and employees and the Indenture Trustee 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 Contracts to the Issuer Trustee or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, or license taxes (but not not, in case of the Trust, including any taxes asserted with respect to ownership of the Receivables Contracts or federal or other income taxes, including franchise taxes measured by net income), arising out of the transactions contemplated by this Agreement and the other Basic Documents, Agreement) and costs and expenses in defending against the same. The Seller shall indemnify, defend, and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee its officers, directors, agents and employees from and against any loss, liability or expense incurred by reason of (i) the Seller's willful misfeasance, bad faith, or gross negligence in the performance of its duties hereunder, or by reason of reckless disregard of the its obligations and duties hereunder hereunder. The Seller shall indemnify, defend and (ii) hold harmless the Seller's violation Trustee and its officers, directors, agents and employees and the Trust from and against all costs, expenses, losses, claims, damages, and liabilities arising out of federal or state securities laws incurred in connection with the registration acceptance or performance of the sale trusts and duties herein contained, except to the extent that such cost, expense, loss, claim, damage or liability: (i) shall be due to the willful misfeasance, bad faith, or negligence (except for errors in judgment) of the Notes and Trustee; (ii) relates to any tax other than the Certificatestaxes with respect to which either the Seller or Servicer shall be required to indemnify the Trustee; (iii) shall arise from the Trustee's breach of any of its representations or warranties set forth in Section 9.14; or (iv) shall be one as to which the Servicer is required to indemnify the Trustee. Indemnification under this Section 6.2 shall include include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 and the Issuer, the Owner Trustee or the Indenture Trustee, respectively, recipient thereafter shall collect any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, recipient shall promptly repay such amounts to the Seller, without interest.