Common use of Liability of Trust Depositor; Indemnities Clause in Contracts

Liability of Trust Depositor; Indemnities. The Trust Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Trust Depositor under this Agreement. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National Association, the Indenture Trustee and the Servicer from and against any taxes that may at any time be asserted against any such Person as a result of or relating to the transactions contemplated herein and in the other Transaction Documents, including any sales, gross receipts, gross margin, general corporation, tangible personal property, New York personal property replacement 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 transfer of the Contracts to the Issuer or the issuance and original sale of the Securities, or federal or other income taxes arising out of distributions on the Notes or the Certificate) and costs and expenses in defending against the same. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National Association, the Indenture Trustee and the Securityholders from and against any loss, liability or expense incurred by reason of the Trust Depositor’s willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement, including all reasonable and documented legal fees, costs and expenses incurred in connection with the enforcement of this indemnity. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National Association and the Indenture Trustee 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 or Wilmington Trust, National Association, as the case may be, shall be due to the willful misfeasance, bad faith or negligence of the Owner Trustee or Wilmington Trust, National Association, as the case may be, or shall arise from the breach by the Owner Trustee or Wilmington Trust, National Association, as the case may be, of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. The Trust Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Trust Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which Trust Depositor were a general partner; provided, however, that Trust Depositor shall not be liable for any losses incurred by a Certificateholder in the capacity of any investor in the Trust Certificate or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the proviso to the immediately preceding sentence for which Trust Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligations of Trust Depositor under this paragraph shall be evidenced by the Trust Certificate described in the Trust Agreement. Indemnification under this Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation and shall survive the termination of the Trust and the resignation or removal of the Trustees. If the Trust Depositor shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Trust Depositor, without interest and the Trust Depositor may, as a condition to any such indemnification, require such Person to agree in writing to do so. Notwithstanding anything to the contrary herein, the obligations of the Trust Depositor under this Section are solely the corporate obligations of the Trust Depositor and shall be payable by it solely as provided in this Section. The Trust Depositor shall only be required to make such payments required under this Section, (a) from funds available to it pursuant to, and in accordance with the payment priorities set forth in Section 7.05 and (b) to the extent that it receives additional funds designated for such purposes or to the extent that it has additional funds available (other than funds described in the preceding clause (a)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Trust Depositor incurred in accordance with its Articles of Incorporation and all financing documents to which it is a party as they come due. In addition, no amount owing by the Trust Depositor hereunder in excess of the liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it. No recourse shall be had for the payment of any amount owing hereunder or any other obligation of, or claim against the Trust Depositor arising out of or based upon this Section against any stockholder, employee, officer, agent, director or authorized person of the Trust Depositor or Affiliate thereof; provided, however, that the foregoing shall not relieve any such person or entity of any liability they might otherwise have as a result of fraudulent actions or omissions taken by them.

Liability of Trust Depositor; Indemnities. The Trust Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Trust Depositor under this Agreement. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National AssociationWTC, the Indenture Trustee and the Servicer from and against any taxes that may at any time be asserted against any such Person as a result of or relating with respect to the transactions contemplated herein and in the other Transaction Documents, including any sales, gross receipts, gross margin, general corporation, tangible personal property, New York Illinois personal property replacement 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 transfer 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 Notes Certificate or the CertificateNotes) and costs and expenses in defending against the same. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National AssociationWTC, the Indenture Trustee and the Securityholders from and against any loss, liability or expense incurred by reason of the Trust Depositor’s willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement, including all reasonable and documented legal fees, costs and expenses incurred in connection with the enforcement of this indemnity. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National Association WTC and the Indenture Trustee 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 or Wilmington Trust, National AssociationWTC, as the case may be, shall be due to the willful misfeasance, bad faith or negligence of the Owner Trustee or Wilmington Trust, National AssociationWTC, as the case may be, or shall arise from the breach by the Owner Trustee or Wilmington Trust, National AssociationWTC, as the case may be, of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. The Trust Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Trust Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which Trust Depositor were a general partner; provided, however, that Trust Depositor shall not be liable for any losses incurred by a Certificateholder in the capacity of any an investor in the Trust Certificate or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the proviso to the immediately preceding sentence for which Trust Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligations of Trust Depositor under this paragraph shall be evidenced by the Trust Certificate described in the Trust Agreement. Indemnification under this Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation and shall survive the termination of the Trust and the resignation or removal of the Trustees. If the Trust Depositor shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Trust Depositor, without interest and the Trust Depositor may, as a condition to any such indemnification, require such Person to agree in writing to do sointerest. Notwithstanding anything to the contrary herein, the obligations of the Trust Depositor under this Section are solely the corporate obligations of the Trust Depositor and shall be payable by it solely as provided in this Section. The Trust Depositor shall only be required to make such payments contributions required under this Section, (ay) from funds available to it pursuant to, and in accordance with the payment priorities set forth in Section 7.05 and (bz) only to the extent that it receives additional funds designated for such purposes or to the extent that it has additional funds available (other than funds described in the preceding clause (ay)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Trust Depositor such entity incurred in accordance with its Articles certificate of Incorporation incorporation and all financing documents to which it is a party as they come due. In additionaddition , no amount owing by the Trust Depositor hereunder in excess of the liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it. No recourse shall be had for the payment of any amount owing hereunder or any other obligation of, or claim against the Trust Depositor arising out of or based upon up on this Section against any stockholder, employee, officer, agent, director or authorized person of the Trust Depositor or Affiliate thereof; provided, however, that the foregoing shall not relieve any such person or entity of any liability they might otherwise have as a result of fraudulent actions or omissions taken by them.

Liability of Trust Depositor; Indemnities. The Trust Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Trust Depositor under this Agreement. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National AssociationWTC, the Indenture Trustee and the Servicer from and against any taxes that may at any time be asserted against any such Person as a result of or relating to the transactions contemplated herein and in the other Transaction Documents, including any sales, gross receipts, gross margin, general corporation, tangible personal property, New York Illinois personal property replacement 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 transfer of the Contracts to the Issuer or the issuance and original sale of the Securities, or federal or other income taxes arising out of distributions on the Notes Certificate or the CertificateNotes) and costs and expenses in defending against the same. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National AssociationWTC, the Indenture Trustee and the Securityholders from and against any loss, liability or expense incurred by reason of the Trust Depositor’s willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement, including all reasonable and documented legal fees, costs and expenses incurred in connection with the enforcement of this indemnity. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National Association WTC and the Indenture Trustee 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 or Wilmington Trust, National AssociationWTC, as the case may be, shall be due to the willful misfeasance, bad faith or negligence of the Owner Trustee or Wilmington Trust, National AssociationWTC, as the case may be, or shall arise from the breach by the Owner Trustee or Wilmington Trust, National AssociationWTC, as the case may be, of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. The Trust Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Trust Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which Trust Depositor were a general partner; provided, however, that Trust Depositor shall not be liable for any losses incurred by a Certificateholder in the capacity of any an investor in the Trust Certificate or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the proviso to the immediately preceding sentence for which Trust Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligations of Trust Depositor under this paragraph shall be evidenced by the Trust Certificate described in the Trust Agreement. Indemnification under this Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation and shall survive the termination of the Trust and the resignation or removal of the Trustees. If the Trust Depositor shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Trust Depositor, without interest and the Trust Depositor may, as a condition to any such indemnification, require such Person to agree in writing to do sointerest. Notwithstanding anything to the contrary herein, the obligations of the Trust Depositor under this Section are solely the corporate obligations of the Trust Depositor and shall be payable by it solely as provided in this Section. The Trust Depositor shall only be required to make such payments contributions required under this Section, (ay) from funds available to it pursuant to, and in accordance with the payment priorities set forth in Section 7.05 and (bz) only to the extent that it receives additional funds designated for such purposes or to the extent that it has additional funds available (other than funds described in the preceding clause (ay)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Trust Depositor such entity incurred in accordance with its Articles certificate of Incorporation incorporation and all financing documents to which it is a party as they come due. In additionaddition , no amount owing by the Trust Depositor hereunder in excess of the liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it. No recourse shall be had for the payment of any amount owing hereunder or any other obligation of, or claim against the Trust Depositor arising out of or based upon up on this Section against any stockholder, employee, officer, agent, director or authorized person of the Trust Depositor or Affiliate thereof; provided, however, that the foregoing shall not relieve any such person or entity of any liability they might otherwise have as a result of fraudulent actions or omissions taken by them.

Liability of Trust Depositor; Indemnities. The Trust Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Trust Depositor under this Agreement. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National AssociationWTNA, the Indenture Trustee and the Servicer from and against any taxes that may at any time be asserted against any such Person as a result of or relating to the transactions contemplated herein and in the other Transaction Documents, including any sales, gross receipts, gross margin, general corporation, tangible personal property, New York Illinois personal property replacement 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 transfer of the Contracts to the Issuer or the issuance and original sale of the Securities, or federal or other income taxes arising out of distributions on the Notes or the Certificate) and costs and expenses in defending against the same. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National AssociationWTNA, the Indenture Trustee and the Securityholders from and against any loss, liability or expense incurred by reason of the Trust Depositor’s willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement, including all reasonable and documented legal fees, costs and expenses incurred in connection with the enforcement of this indemnity. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National Association WTNA and the Indenture Trustee 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 or Wilmington Trust, National AssociationWTNA, as the case may be, shall be due to the willful misfeasance, bad faith or negligence of the Owner Trustee or Wilmington Trust, National AssociationWTNA, as the case may be, or shall arise from the breach by the Owner Trustee or Wilmington Trust, National AssociationWTNA, as the case may be, of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. The Trust Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Trust Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which Trust Depositor were a general partner; provided, however, that Trust Depositor shall not be liable for any losses incurred by a Certificateholder in the capacity of any investor in the Trust Certificate or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the proviso to the immediately preceding sentence for which Trust Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligations of Trust Depositor under this paragraph shall be evidenced by the Trust Certificate described in the Trust Agreement. Indemnification under this Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation and shall survive the termination of the Trust and the resignation or removal of the Trustees. If the Trust Depositor shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Trust Depositor, without interest and the Trust Depositor may, as a condition to any such indemnification, require such Person to agree in writing to do so. Notwithstanding anything to the contrary herein, the obligations of the Trust Depositor under this Section are solely the corporate obligations of the Trust Depositor and shall be payable by it solely as provided in this Section. The Trust Depositor shall only be required to make such payments required under this Section, (a) from funds available to it pursuant to, and in accordance with the payment priorities set forth in Section 7.05 and (b) to the extent that it receives additional funds designated for such purposes or to the extent that it has additional funds available (other than funds described in the preceding clause (a)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Trust Depositor incurred in accordance with its Articles of Incorporation and all financing documents to which it is a party as they come due. In addition, no amount owing by the Trust Depositor hereunder in excess of the liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it. No recourse shall be had for the payment of any amount owing hereunder or any other obligation of, or claim against the Trust Depositor arising out of or based upon this Section against any stockholder, employee, officer, agent, director or authorized person of the Trust Depositor or Affiliate thereof; provided, however, that the foregoing shall not relieve any such person or entity of any liability they might otherwise have as a result of fraudulent actions or omissions taken by them.

Liability of Trust Depositor; Indemnities. The Trust Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Trust Depositor under this Agreement. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National AssociationWTC, the Indenture Trustee and the Servicer from and against any taxes that may at any time be asserted against any such Person as a result of or relating to the transactions contemplated herein and in the other Transaction Documents, including any sales, gross receipts, gross margin, general corporation, tangible personal property, New York Illinois personal property replacement 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 transfer of the Contracts to the Issuer or the issuance and original sale of the Securities, or federal or other income taxes arising out of distributions on the Notes Certificate or the CertificateNotes) and costs and expenses in defending against the same. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National AssociationWTC, the Indenture Trustee and the Securityholders from and against any loss, liability or expense incurred by reason of the Trust Depositor’s willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement, including all reasonable and documented legal fees, costs and expenses incurred in connection with the enforcement of this indemnity. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National Association WTC and the Indenture Trustee 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 or Wilmington Trust, National AssociationWTC, as the case may be, shall be due to the willful misfeasance, bad faith or negligence of the Owner Trustee or Wilmington Trust, National AssociationWTC, as the case may be, or shall arise from the breach by the Owner Trustee or Wilmington Trust, National AssociationWTC, as the case may be, of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. The Trust Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Trust Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which Trust Depositor were a general partner; provided, however, that Trust Depositor shall not be liable for any losses incurred by a Certificateholder in the capacity of any an investor in the Trust Certificate or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the proviso to the immediately preceding sentence for which Trust Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligations of Trust Depositor under this paragraph shall be evidenced by the Trust Certificate described in the Trust Agreement. Indemnification under this Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation and shall survive the termination of the Trust and the resignation or removal of the Trustees. If the Trust Depositor shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Trust Depositor, without interest and the Trust Depositor may, as a condition to any such indemnification, require such Person to agree in writing to do sointerest. Notwithstanding anything to the contrary herein, the obligations of the Trust Depositor under this Section are solely the corporate obligations of the Trust Depositor and shall be payable by it solely as provided in this Section. The Trust Depositor shall only be required to make such payments contributions required under this Section, (ay) from funds available to it pursuant to, and in accordance with the payment priorities set forth in Section 7.05 and (bz) only to the extent that it receives additional funds designated for such purposes or to the extent that it has additional funds available (other than funds described in the preceding clause (ay)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Trust Depositor such entity incurred in accordance with its Articles certificate of Incorporation incorporation and all financing documents to which it is a party as they come due. In addition, no amount owing by the Trust Depositor hereunder in excess of the liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it. No recourse shall be had for the payment of any amount owing hereunder or any other obligation of, or claim against the Trust Depositor arising out of or based upon up on this Section against any stockholder, employee, officer, agent, director or authorized person of the Trust Depositor or Affiliate thereof; provided, however, that the foregoing shall not relieve any such person or entity of any liability they might otherwise have as a result of fraudulent actions or omissions taken by them.

Liability of Trust Depositor; Indemnities. The Trust Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Trust Depositor under this Agreement. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust[insert name of Owner Trustee, National Associationin its individual capacity], [the Underlying Trustee, [insert name of Underlying Trustee, in its individual capacity],] the Indenture Trustee and the Servicer from and against any taxes that may at any time be asserted against any such Person as a result of or relating to the transactions contemplated herein and in the other Transaction Documents, including any sales, gross receipts, gross margin, general corporation, tangible personal property, New York Illinois personal property replacement 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 transfer of the Contracts to the Issuer or the issuance and original sale of the Securities, or federal or other income taxes arising out of distributions on the Notes or the CertificateCertificate[s]) and costs and expenses in defending against the same. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust[insert name of Owner Trustee, National Associationin its individual capacity], [the Underlying Trustee, [insert name of Underlying Trustee, in its individual capacity],] the Indenture Trustee and the Securityholders from and against any loss, liability or expense incurred by reason of the Trust Depositor’s willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement, including all reasonable and documented legal fees, costs and expenses incurred in connection with the enforcement of this indemnity. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust[insert name of Owner Trustee, National Association in its individual capacity,] [the Underlying Trustee, [insert name of Underlying Trustee, in its individual capacity],] and the Indenture Trustee 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 Agreement[, in the case of the Underlying Trustee, in the Underlying 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 or Wilmington Trust[insert name of Owner Trustee, National Associationin its individual capacity], as the case may be, shall be due to the willful misfeasance, bad faith or negligence of the Owner Trustee or Wilmington Trust[insert name of Owner Trustee, National Associationin its individual capacity], as the case may be, or shall arise from the breach by the Owner Trustee or Wilmington Trust[insert name of Owner Trustee, National Associationin its individual capacity], as the case may be, of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Underlying Trustee or [insert name of Underlying Trustee, in its individual capacity], as the case may be, shall be due to the willful misfeasance, bad faith or negligence of the Underlying Trustee or [insert name of Underlying Trustee, in its individual capacity], as the case may be, or shall arise from the breach by the Underlying Trustee or [insert name of Underlying Trustee, in its individual capacity], as the case may be, of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (iii)] the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. The Trust Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Trust Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which Trust Depositor were a general partner; provided, however, that Trust Depositor shall not be liable for any losses incurred by a Certificateholder in the capacity of any investor in the Trust Certificate Certificate[s] or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the proviso to the immediately preceding sentence for which Trust Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligations of Trust Depositor under this paragraph shall be evidenced by the Trust Certificate Certificate[s] described in the Trust Agreement. Indemnification under this Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation and shall survive the termination of the Trust and the resignation or removal of the Trustees. If the Trust Depositor shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Trust Depositor, without interest and the Trust Depositor may, as a condition to any such indemnification, require such Person to agree in writing to do so. Notwithstanding anything to the contrary herein, the obligations of the Trust Depositor under this Section are solely the corporate obligations of the Trust Depositor and shall be payable by it solely as provided in this Section. The Trust Depositor shall only be required to make such payments required under this Section, (a) from funds available to it pursuant to, and in accordance with the payment priorities set forth in Section 7.05 and (b) to the extent that it receives additional funds designated for such purposes or to the extent that it has additional funds available (other than funds described in the preceding clause (a)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Trust Depositor incurred in accordance with its Articles of Incorporation and all financing documents to which it is a party as they come due. In addition, no amount owing by the Trust Depositor hereunder in excess of the liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it. No recourse shall be had for the payment of any amount owing hereunder or any other obligation of, or claim against the Trust Depositor arising out of or based upon this Section against any stockholder, employee, officer, agent, director or authorized person of the Trust Depositor or Affiliate thereof; provided, however, that the foregoing shall not relieve any such person or entity of any liability they might otherwise have as a result of fraudulent actions or omissions taken by them.

Liability of Trust Depositor; Indemnities. The Trust Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Trust Depositor under this Agreement. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National AssociationWTNA, the Indenture Trustee and the Servicer from and against any taxes that may at any time be asserted against any such Person as a result of or relating to the transactions contemplated herein and in the other Transaction Documents, including any sales, gross receipts, gross margin, general corporation, tangible personal property, New York Illinois personal property replacement 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 transfer of the Contracts to the Issuer or the issuance and original sale of the Securities, or federal or other income taxes arising out of distributions on the Notes or the Certificate) and costs and expenses in defending against the same. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National AssociationWTNA, the Indenture Trustee and the Securityholders from and against any loss, liability or expense incurred by reason of the Trust Depositor’s willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement, including all reasonable and documented legal fees, costs and expenses incurred in connection with the enforcement of this indemnity. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National Association WTNA and the Indenture Trustee 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 or Wilmington Trust, National AssociationWTNA, as the case may be, shall be due to the willful misfeasance, bad faith or negligence of the Owner Trustee or Wilmington Trust, National AssociationWTNA, as the case may be, or shall arise from the breach by the Owner Trustee or Wilmington Trust, National AssociationWTNA, as the case may be, of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. The Trust Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Trust Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which Trust Depositor were a general partner; provided, however, that Trust Depositor shall not be liable for any losses incurred by a Certificateholder in the capacity of any investor in the Trust Certificate or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the proviso to the immediately preceding sentence for which Trust Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligations of Trust Depositor under this paragraph shall be evidenced by the Trust Certificate described in the Trust Agreement. Indemnification under this Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation and shall survive the termination of the Trust and the resignation or removal of the Trustees. If the Trust Depositor shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Trust Depositor, without interest and the Trust Depositor may, as a condition to any such indemnification, require such Person to agree in writing to do so. Notwithstanding anything to the contrary herein, the obligations of the Trust Depositor under this Section are solely the corporate obligations of the Trust Depositor and shall be payable by it solely as provided in this Section. The Trust Depositor shall only be required to make such payments required under this Section, (a) from funds available to it pursuant to, and in accordance with the payment priorities set forth in Section 7.05 and (b) to the extent that it receives additional funds designated for such purposes or to the extent that it has additional funds available (other than funds described in the preceding clause (a)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Trust Depositor incurred in accordance with its Articles of Incorporation and all financing documents to which it is a party as they come due. In addition, no amount owing by the Trust Depositor hereunder in excess of the liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it. No recourse shall be had for the payment of any amount owing hereunder or any other obligation of, or claim against the Trust Depositor arising out of or based upon this Section against any stockholder, employee, officer, agent, director or authorized person of the Trust Depositor or Affiliate thereof; provided, however, that the foregoing shall not relieve any such person or entity of any liability they might otherwise have as a result of fraudulent actions or omissions taken by them.

Liability of Trust Depositor; Indemnities. The Trust Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Trust Depositor under this Agreement. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National AssociationWTC, the Indenture Trustee and the Servicer from and against any taxes that may at any time be asserted against any such Person as a result of or relating to the transactions contemplated herein and in the other Transaction Documents, including any sales, gross receipts, gross margin, general corporation, tangible personal property, New York Illinois personal property replacement 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 transfer of the Contracts to the Issuer or the issuance and original sale of the Securities, or federal or other income taxes arising out of distributions on the Notes or the CertificateNotes) and costs and expenses in defending against the same. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National AssociationWTC, the Indenture Trustee and the Securityholders from and against any loss, liability or expense incurred by reason of the Trust Depositor’s willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement, including all reasonable and documented legal fees, costs and expenses incurred in connection with the enforcement of this indemnity. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National Association WTC and the Indenture Trustee 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 or Wilmington Trust, National AssociationWTC, as the case may be, shall be due to the willful misfeasance, bad faith or negligence of the Owner Trustee or Wilmington Trust, National AssociationWTC, as the case may be, or shall arise from the breach by the Owner Trustee or Wilmington Trust, National AssociationWTC, as the case may be, of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. The Trust Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Trust Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which Trust Depositor were a general partner; provided, however, that Trust Depositor shall not be liable for any losses incurred by a Certificateholder in the capacity of any investor in the Trust Certificate or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the proviso to the immediately preceding sentence for which Trust Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligations of Trust Depositor under this paragraph shall be evidenced by the Trust Certificate described in the Trust Agreement. Indemnification under this Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation and shall survive the termination of the Trust and the resignation or removal of the Trustees. If the Trust Depositor shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Trust Depositor, without interest and the Trust Depositor may, as a condition to any such indemnification, require such Person to agree in writing to do sointerest. Notwithstanding anything to the contrary herein, the obligations of the Trust Depositor under this Section are solely the corporate obligations of the Trust Depositor and shall be payable by it solely as provided in this Section. The Trust Depositor shall only be required to make such payments contributions required under this Section, (ay) from funds available to it pursuant to, and in accordance with the payment priorities set forth in Section 7.05 and (bz) only to the extent that it receives additional funds designated for such purposes or to the extent that it has additional funds available (other than funds described in the preceding clause (ay)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Trust Depositor such entity incurred in accordance with its Articles certificate of Incorporation incorporation and all financing documents to which it is a party as they come due. In addition, no amount owing by the Trust Depositor hereunder in excess of the liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it. No recourse shall be had for the payment of any amount owing hereunder or any other obligation of, or claim against the Trust Depositor arising out of or based upon up on this Section against any stockholder, employee, officer, agent, director or authorized person of the Trust Depositor or Affiliate thereof; provided, however, that the foregoing shall not relieve any such person or entity of any liability they might otherwise have as a result of fraudulent actions or omissions taken by them.

Liability of Trust Depositor; Indemnities. The Trust Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Trust Depositor under this Agreement. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National AssociationWTC, the Indenture Trustee and the Servicer from and against any taxes that may at any time be asserted against any such Person as a result of or relating with respect to the transactions contemplated herein and in the other Transaction Documents, including any sales, gross receipts, gross margin, general corporation, tangible personal property, New York Illinois personal property replacement 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 transfer 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 Notes Certificate or the CertificateNotes) and costs and expenses in defending against the same. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National AssociationWTC, the Indenture Trustee and the Securityholders from and against any loss, liability or expense incurred by reason of the Trust Depositor’s willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement, including all reasonable and documented legal fees, costs and expenses incurred in connection with the enforcement of this indemnity. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National Association WTC and the Indenture Trustee 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 or Wilmington Trust, National AssociationWTC, as the case may be, shall be due to the willful misfeasance, bad faith or negligence of the Owner Trustee or Wilmington Trust, National AssociationWTC, as the case may be, or shall arise from the breach by the Owner Trustee or Wilmington Trust, National AssociationWTC, as the case may be, of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. The Trust Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Trust Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which Trust Depositor were a general partner; provided, however, that Trust Depositor shall not be liable for any losses incurred by a Certificateholder in the capacity of any an investor in the Trust Certificate or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the proviso to the immediately preceding sentence for which Trust Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligations of Trust Depositor under this paragraph shall be evidenced by the Trust Certificate described in the Trust Agreement. Indemnification under this Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation and shall survive the termination of the Trust and the resignation or removal of the Trustees. If the Trust Depositor shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Trust Depositor, without interest and the Trust Depositor may, as a condition to any such indemnification, require such Person to agree in writing to do sointerest. Notwithstanding anything to the contrary herein, the obligations of the Trust Depositor under this Section are solely the corporate obligations of the Trust Depositor and shall be payable by it solely as provided in this Section. The Trust Depositor shall only be required to make such payments contributions required under this Section, (ay) from funds available to it pursuant to, and in accordance with the payment priorities set forth in Section 7.05 and (bz) only to the extent that it receives additional funds designated for such purposes or to the extent that it has additional funds available (other than funds described in the preceding clause (ay)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Trust Depositor such entity incurred in accordance with its Articles certificate of Incorporation incorporation and all financing documents to which it is a party as they come due. In addition, no amount owing by the Trust Depositor hereunder in excess of the liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it. No recourse shall be had for the payment of any amount owing hereunder or any other obligation of, or claim against the Trust Depositor arising out of or based upon up on this Section against any stockholder, employee, officer, agent, director or authorized person of the Trust Depositor or Affiliate thereof; provided, however, that the foregoing shall not relieve any such person or entity of any liability they might otherwise have as a result of fraudulent actions or omissions taken by them.

Liability of Trust Depositor; Indemnities. The Trust Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Trust Depositor under this Agreement. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National Association, the Indenture Trustee and the Servicer from and against any taxes that may at any time be asserted against any such Person as a result of or relating to the transactions contemplated herein and in the other Transaction Documents, including any sales, gross receipts, gross margin, general corporation, tangible personal property, New York Illinois personal property replacement 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 transfer of the Contracts to the Issuer or the issuance and original sale of the Securities, or federal or other income taxes arising out of distributions on the Notes or the Certificate) and costs and expenses in defending against the same. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National Association, the Indenture Trustee and the Securityholders from and against any loss, liability or expense incurred by reason of the Trust Depositor’s willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement, including all reasonable and documented legal fees, costs and expenses incurred in connection with the enforcement of this indemnity. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National Association and the Indenture Trustee 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 or Wilmington Trust, National Association, as the case may be, shall be due to the willful misfeasance, bad faith or negligence of the Owner Trustee or Wilmington Trust, National Association, as the case may be, or shall arise from the breach by the Owner Trustee or Wilmington Trust, National Association, as the case may be, of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. The Trust Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Trust Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which Trust Depositor were a general partner; provided, however, that Trust Depositor shall not be liable for any losses incurred by a Certificateholder in the capacity of any investor in the Trust Certificate or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the proviso to the immediately preceding sentence for which Trust Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligations of Trust Depositor under this paragraph shall be evidenced by the Trust Certificate described in the Trust Agreement. Indemnification under this Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation and shall survive the termination of the Trust and the resignation or removal of the Trustees. If the Trust Depositor shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Trust Depositor, without interest and the Trust Depositor may, as a condition to any such indemnification, require such Person to agree in writing to do so. Notwithstanding anything to the contrary herein, the obligations of the Trust Depositor under this Section are solely the corporate obligations of the Trust Depositor and shall be payable by it solely as provided in this Section. The Trust Depositor shall only be required to make such payments required under this Section, (a) from funds available to it pursuant to, and in accordance with the payment priorities set forth in Section 7.05 and (b) to the extent that it receives additional funds designated for such purposes or to the extent that it has additional funds available (other than funds described in the preceding clause (a)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Trust Depositor incurred in accordance with its Articles of Incorporation and all financing documents to which it is a party as they come due. In addition, no amount owing by the Trust Depositor hereunder in excess of the liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it. No recourse shall be had for the payment of any amount owing hereunder or any other obligation of, or claim against the Trust Depositor arising out of or based upon this Section against any stockholder, employee, officer, agent, director or authorized person of the Trust Depositor or Affiliate thereof; provided, however, that the foregoing shall not relieve any such person or entity of any liability they might otherwise have as a result of fraudulent actions or omissions taken by them.

Liability of Trust Depositor; Indemnities. The Trust Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Trust Depositor under this Agreement. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National AssociationWTC, the Indenture Trustee and the Servicer from and against any taxes that may at any time be asserted against any such Person as a result of or relating with respect to the transactions contemplated herein and in the other Transaction Documents, including any sales, gross receipts, gross margin, general corporation, tangible personal property, New York Illinois personal property replacement 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 transfer 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 Notes Certificate or the CertificateNotes) and costs and expenses in defending against the same. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National AssociationWTC, the Indenture Trustee and the Securityholders from and against any loss, liability or expense incurred by reason of the Trust Depositor’s 's willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement, including all reasonable and documented legal fees, costs and expenses incurred in connection with the enforcement of this indemnity. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National Association WTC and the Indenture Trustee 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 or Wilmington Trust, National AssociationWTC, as the case may be, shall be due to the willful misfeasance, bad faith or negligence of the Owner Trustee or Wilmington Trust, National AssociationWTC, as the case may be, or shall arise from the breach by the Owner Trustee or Wilmington Trust, National AssociationWTC, as the case may be, of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. The Trust Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Trust Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which Trust Depositor were a general partner; providedPROVIDED, howeverHOWEVER, that Trust Depositor shall not be liable for any losses incurred by a 41 Certificateholder in the capacity of any an investor in the Trust Certificate or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the proviso to the immediately preceding sentence for which Trust Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligations of Trust Depositor under this paragraph shall be evidenced by the Trust Certificate described in the Trust Agreement. Indemnification under this Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation and shall survive the termination of the Trust and the resignation or removal of the Trustees. If the Trust Depositor shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Trust Depositor, without interest and the Trust Depositor may, as a condition to any such indemnification, require such Person to agree in writing to do sointerest. Notwithstanding anything to the contrary herein, the obligations of the Trust Depositor under this Section are solely the corporate obligations of the Trust Depositor and shall be payable by it solely as provided in this Section. The Trust Depositor shall only be required to make such payments contributions required under this Section, (ay) from funds available to it pursuant to, and in accordance with the payment priorities set forth in Section 7.05 and (bz) only to the extent that it receives additional funds designated for such purposes or to the extent that it has additional funds available (other than funds described in the preceding clause (ay)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Trust Depositor such entity incurred in accordance with its Articles certificate of Incorporation incorporation and all financing documents to which it is a party as they come due. In additionaddition , no amount owing by the Trust Depositor hereunder in excess of the liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “"claim” " (as defined in Section 101(5) of the Bankruptcy Code) against it. No recourse shall be had for the payment of any amount owing hereunder or any other obligation of, or claim against the Trust Depositor arising out of or based upon up on this Section against any stockholder, employee, officer, agent, director or authorized person of the Trust Depositor or Affiliate thereof; provided, however, that the foregoing shall not relieve any such person or entity of any liability they might otherwise have as a result of fraudulent actions or omissions taken by them.

Liability of Trust Depositor; Indemnities. The Trust Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Trust Depositor under this Agreement. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington TrustWTNA, National Associationthe Underlying Trustee, the Indenture Trustee and the Servicer from and against any taxes that may at any time be asserted against any such Person as a result of or relating to the transactions contemplated herein and in the other Transaction Documents, including any sales, gross receipts, gross margin, general corporation, tangible personal property, New York Illinois personal property replacement 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 transfer of the Contracts to the Issuer or the issuance and original sale of the Securities, or federal or other income taxes arising out of distributions on the Notes or the CertificateCertificates) and costs and expenses in defending against the same. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington TrustWTNA, National Associationthe Underlying Trustee, the Indenture Trustee and the Securityholders from and against any loss, liability or expense incurred by reason of the Trust Depositor’s willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement, including all reasonable and documented legal fees, costs and expenses incurred in connection with the enforcement of this indemnity. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington TrustWTNA, National Association the Underlying Trustee, and the Indenture Trustee 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 Agreement, in the case of the Underlying Trustee, in the Underlying 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 or Wilmington Trust, National AssociationWTNA, as the case may be, shall be due to the willful misfeasance, bad faith or negligence of the Owner Trustee or Wilmington Trust, National AssociationWTNA, as the case may be, or shall arise from the breach by the Owner Trustee or Wilmington Trust, National AssociationWTNA, as the case may be, of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Underlying Trustee or WTNA, as the case may be, shall be due to the willful misfeasance, bad faith or negligence of the Underlying Trustee or WTNA, as the case may be, or shall arise from the breach by the Underlying Trustee or WTNA, as the case may be, of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (iii) the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. The Trust Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Trust Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which Trust Depositor were a general partner; provided, however, that Trust Depositor shall not be liable for any losses incurred by a Certificateholder in the capacity of any investor in the Trust Certificate Certificates or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the proviso to the immediately preceding sentence for which Trust Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligations of Trust Depositor under this paragraph shall be evidenced by the Trust Certificate Certificates described in the Trust Agreement. Indemnification under this Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation and shall survive the termination of the Trust and the resignation or removal of the Trustees. If the Trust Depositor shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Trust Depositor, without interest and the Trust Depositor may, as a condition to any such indemnification, require such Person to agree in writing to do so. Notwithstanding anything to the contrary herein, the obligations of the Trust Depositor under this Section are solely the corporate obligations of the Trust Depositor and shall be payable by it solely as provided in this Section. The Trust Depositor shall only be required to make such payments required under this Section, (a) from funds available to it pursuant to, and in accordance with the payment priorities set forth in Section 7.05 and (b) to the extent that it receives additional funds designated for such purposes or to the extent that it has additional funds available (other than funds described in the preceding clause (a)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Trust Depositor incurred in accordance with its Articles of Incorporation and all financing documents to which it is a party as they come due. In addition, no amount owing by the Trust Depositor hereunder in excess of the liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it. No recourse shall be had for the payment of any amount owing hereunder or any other obligation of, or claim against the Trust Depositor arising out of or based upon this Section against any stockholder, employee, officer, agent, director or authorized person of the Trust Depositor or Affiliate thereof; provided, however, that the foregoing shall not relieve any such person or entity of any liability they might otherwise have as a result of fraudulent actions or omissions taken by them.

Liability of Trust Depositor; Indemnities. The Trust Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Trust Depositor under this Agreement. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National Association, the Indenture Trustee and the Servicer from and against any taxes that may at any time be asserted against any such Person as a result of or relating to the transactions contemplated herein and in the other Transaction Documents, including any sales, gross receipts, gross margin, general corporation, tangible personal property, New York Illinois personal property replacement 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 transfer of the Contracts to the Issuer or the issuance and original sale of the Securities, or federal or other income taxes arising out of distributions on the Notes or the Certificate) and costs and expenses in defending against the same. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National Association, the Indenture Trustee and the Securityholders from and against any loss, liability or expense incurred by reason of the Trust Depositor’s willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement, including all reasonable and documented legal fees, costs and expenses incurred in connection with the enforcement of this indemnity. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National Association and the Indenture Trustee 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 or Wilmington Trust, National Association, as the case may be, shall be due to the willful misfeasance, bad faith or negligence of the Owner Trustee or Wilmington Trust, National Association, as the case may be, or shall arise from the breach by the Owner Trustee or Wilmington Trust, National Association, as the case may be, of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. The Trust Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Trust Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which Trust Depositor were a general partner; provided, however, that Trust Depositor shall not be liable for any losses incurred by a Certificateholder in the capacity of any investor in the Trust Certificate or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the proviso to the immediately preceding sentence for which Trust Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligations of Trust Depositor under this paragraph shall be evidenced by the Trust Certificate described in the Trust Agreement. Indemnification under this Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation and shall survive the termination of the Trust and the resignation or removal of the Trustees. If the Trust Depositor shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Trust Depositor, without interest and the Trust Depositor may, as a condition to any such indemnification, require such Person to agree in writing to do so. Notwithstanding anything to the contrary herein, the obligations of the Trust Depositor under this Section are solely the corporate obligations of the Trust Depositor and shall be payable by it solely as provided in this Section. The Trust Depositor shall only be required to make such payments required under this Section, (a) from funds available to it pursuant to, and in accordance with the payment priorities set forth in Section 7.05 and (b) to the extent that it receives additional funds designated for such purposes or to the extent that it has additional funds available (other than funds described in the preceding clause (a)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Trust Depositor incurred in accordance with its Articles of Incorporation and all financing documents to which it is a party as they come due. In addition, no amount owing by the Trust Depositor hereunder in excess of the liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it. No recourse shall be had for the payment of any amount owing hereunder or any other obligation of, or claim against the Trust Depositor arising out of or based upon this Section against any stockholder, employee, officer, agent, director or authorized person of the Trust Depositor or Affiliate thereof; provided, however, that the foregoing shall not relieve any such person or entity of any liability they might otherwise have as a result of fraudulent actions or omissions taken by them.

Liability of Trust Depositor; Indemnities. The Trust Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Trust Depositor under this Agreement. The Trust Depositor shall indemnify, defend and hold harmless the IssuerTrust, the Owner Trustee, Wilmington Trust, National Association, the Indenture Trustee and the Servicer from and against any taxes that may at any time be asserted against any such Person as a result of or relating with respect to the transactions contemplated herein and in the other Transaction Documents, including any sales, gross receipts, gross margin, general corporation, tangible personal property, New York Maryland personal property replacement privilege or license taxes (but, in the case of the IssuerTrust, not including any taxes asserted with respect to, and as of the date of, the transfer sale of the Contracts Loans to the Issuer Trust or the issuance and original sale of the Securities, or asserted with respect to ownership of the Loans, or federal or other income taxes arising out of distributions on the Notes Certificate or the CertificateNotes) and costs and expenses in defending against the same. The Trust Depositor shall indemnify, defend and hold harmless the IssuerTrust, the Owner Trustee, Wilmington Trust, National Association, the Indenture Trustee and the Securityholders from and against any loss, liability or expense incurred by reason of the Trust Depositor’s 's willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement, including all reasonable and documented legal fees, costs and expenses incurred in connection with the enforcement of this indemnity. The Trust Depositor shall indemnify, defend and hold harmless the IssuerTrust, the Owner Trustee, Wilmington Trust, National Association and the Indenture Trustee Trustee, their 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 Trust Agreement and, in the case of the Indenture Trustee, in the IndentureIndenture and any other document or transaction contemplated in connection herewith or therewith, except to the extent that such cost, expense, loss, claim, damage or liability in the case of (i) the Owner Trustee or Wilmington Trust, National Association, as the case may beTrustee, shall be due to the willful misfeasance, bad faith or gross negligence of the Owner Trustee or Wilmington Trust, National Association, as the case may beTrustee, or shall arise from the breach by the Owner Trustee or Wilmington Trust, National Association, as the case may be, of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. The Trust Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Trust Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which the Trust Depositor were a general partner; providedPROVIDED, howeverHOWEVER, that the Trust Depositor shall not be liable for any losses incurred by a Certificateholder in the capacity of any an investor in the Trust Certificate or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the proviso to the immediately preceding sentence for which the Trust Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligations of the Trust Depositor under this paragraph shall be evidenced by the Trust Certificate described in the Trust Agreement. The Trust Depositor shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee, their officers, directors, agents and employees, from and against any loss, liability or expense incurred by reason of the Trust Depositor's or Trust's violation of federal or state securities laws in connection with the offering and sale of the Notes. Indemnification under this Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation and shall survive the termination of the Trust and the resignation or removal of the Trusteeslitigation. If the Trust Depositor shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Trust Depositor, without interest and the Trust Depositor may, as a condition to any such indemnification, require such Person to agree in writing to do so. Notwithstanding anything to the contrary herein, the obligations of the Trust Depositor under this Section are solely the corporate obligations of the Trust Depositor and shall be payable by it solely as provided in this Section. The Trust Depositor shall only be required to make such payments required under this Section, (a) from funds available to it pursuant to, and in accordance with the payment priorities set forth in Section 7.05 and (b) to the extent that it receives additional funds designated for such purposes or to the extent that it has additional funds available (other than funds described in the preceding clause (a)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Trust Depositor incurred in accordance with its Articles of Incorporation and all financing documents to which it is a party as they come due. In addition, no amount owing by the Trust Depositor hereunder in excess of the liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it. No recourse shall be had for the payment of any amount owing hereunder or any other obligation of, or claim against the Trust Depositor arising out of or based upon this Section against any stockholder, employee, officer, agent, director or authorized person of the Trust Depositor or Affiliate thereof; provided, however, that the foregoing shall not relieve any such person or entity of any liability they might otherwise have as a result of fraudulent actions or omissions taken by theminterest.

Liability of Trust Depositor; Indemnities. The Trust Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Trust Depositor under this Agreement. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National AssociationWTC, the Indenture Trustee and the Servicer from and against any taxes that may at any time be asserted against any such Person as a result of or relating with respect to the transactions contemplated herein and in the other Transaction Documents, including any sales, gross receipts, gross margin, general corporation, tangible personal property, New York Illinois personal property replacement 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 transfer 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 Notes Certificate or the CertificateNotes) and costs and expenses in defending against the same. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National AssociationWTC, the Indenture Trustee and the Securityholders from and against any loss, liability or expense incurred by reason of the Trust Depositor’s 's willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement, including all reasonable and documented legal fees, costs and expenses incurred in connection with the enforcement of this indemnity. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National Association WTC and the Indenture Trustee 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 or Wilmington Trust, National AssociationWTC, as the case may be, shall be due to the willful misfeasance, bad faith or negligence of the Owner Trustee or Wilmington Trust, National AssociationWTC, as the case may be, or shall arise from the breach by the Owner Trustee or Wilmington Trust, National AssociationWTC, as the case may be, of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. The Trust Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Trust Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which Trust Depositor were a general partner; providedPROVIDED, howeverHOWEVER, that Trust Depositor shall not be liable for any losses incurred by a Certificateholder in the capacity of any an investor in the Trust Certificate or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the proviso to the immediately preceding sentence for which Trust Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligations of Trust Depositor under this paragraph shall be evidenced by the Trust Certificate described in the Trust Agreement. Indemnification under this Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation and shall survive the termination of the Trust and the resignation or removal of the Trustees. If the Trust Depositor shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Trust Depositor, without interest and the Trust Depositor may, as a condition to any such indemnification, require such Person to agree in writing to do sointerest. Notwithstanding anything to the contrary herein, the obligations of the Trust Depositor under this Section are solely the corporate obligations of the Trust Depositor and shall be payable by it solely as provided in this Section. The Trust Depositor shall only be required to make such payments contributions required under this Section, (ay) from funds available to it pursuant to, and in accordance with the payment priorities set forth in Section 7.05 and (bz) only to the extent that it receives additional funds designated for such purposes or to the extent that it has additional funds available (other than funds described in the preceding clause (ay)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Trust Depositor such entity incurred in accordance with its Articles certificate of Incorporation incorporation and all financing documents to which it is a party as they come due. In additionaddition , no amount owing by the Trust Depositor hereunder in excess of the liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “"claim” " (as defined in Section 101(5) of the Bankruptcy Code) against it. No recourse shall be had for the payment of any amount owing hereunder or any other obligation of, or claim against the Trust Depositor arising out of or based upon up on this Section against any stockholder, employee, officer, agent, director or authorized person of the Trust Depositor or Affiliate thereof; provided, however, that the foregoing shall not relieve any such person or entity of any liability they might otherwise have as a result of fraudulent actions or omissions taken by them.

Liability of Trust Depositor; Indemnities. The Trust Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Trust Depositor under this Agreement. The Trust Depositor shall indemnify, defend and hold harmless the IssuerTrust, the Owner Trustee, Wilmington Trust, National Association, the Indenture Trustee and the Servicer from and against any taxes that may at any time be asserted against any such Person as a result of or relating with respect to the transactions contemplated herein and in the other Transaction Documents, including any sales, gross receipts, gross margin, general corporation, tangible personal property, New York Jersey personal property replacement privilege or license taxes (but, in the case of the IssuerTrust, not including any taxes asserted with respect to, and as of the date of, the transfer sale of the Contracts to the Issuer Trust 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 Notes Certificate or the CertificateNotes) and costs and expenses in defending against the same. The Trust Depositor shall indemnify, defend and hold harmless the IssuerTrust, the Owner Trustee, Wilmington Trust, National Association, the Indenture Trustee and the Securityholders from and against any loss, liability or expense incurred by reason of the Trust Depositor’s 's willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement, including all reasonable and documented legal fees, costs and expenses incurred in connection with the enforcement of this indemnity. The Trust Depositor shall indemnify, defend and hold harmless the IssuerTrust, the Owner Trustee, Wilmington Trust, National Association and the Indenture Trustee Trustee, their 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 Trust Agreement and, in the case of the Indenture Trustee, in the IndentureIndenture and any other document or transaction contemplated in connection herewith or therewith, except to the extent that such cost, expense, loss, claim, damage or liability in the case of (i) the Owner Trustee or Wilmington Trust, National Association, as the case may beTrustee, shall be due to the willful misfeasance, bad faith or negligence of the Owner Trustee or Wilmington Trust, National Association, as the case may beTrustee, or shall arise from the breach by the Owner Trustee or Wilmington Trust, National Association, as the case may be, of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. The Trust Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Trust Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which the Trust Depositor were a general partner; provided, however, that the Trust Depositor shall not be liable for any losses incurred by a Certificateholder in the capacity of any an investor in the Trust Certificate or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the proviso to the immediately preceding sentence for which the Trust Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligations of the Trust Depositor under this paragraph shall be evidenced by the Trust Certificate described in the Trust Agreement. The Trust Depositor shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee, their officers, directors, agents and employees, from and against any loss, liability or expense incurred by reason of the Trust Depositor's or Trust's violation of federal or state securities laws in connection with the offering and sale of the Notes. 76 Indemnification under this Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation and shall survive the termination of the Trust and the resignation or removal of the Trusteeslitigation. If the Trust Depositor shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Trust Depositor, without interest and the Trust Depositor may, as a condition to any such indemnification, require such Person to agree in writing to do so. Notwithstanding anything to the contrary herein, the obligations of the Trust Depositor under this Section are solely the corporate obligations of the Trust Depositor and shall be payable by it solely as provided in this Section. The Trust Depositor shall only be required to make such payments required under this Section, (a) from funds available to it pursuant to, and in accordance with the payment priorities set forth in Section 7.05 and (b) to the extent that it receives additional funds designated for such purposes or to the extent that it has additional funds available (other than funds described in the preceding clause (a)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Trust Depositor incurred in accordance with its Articles of Incorporation and all financing documents to which it is a party as they come due. In addition, no amount owing by the Trust Depositor hereunder in excess of the liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it. No recourse shall be had for the payment of any amount owing hereunder or any other obligation of, or claim against the Trust Depositor arising out of or based upon this Section against any stockholder, employee, officer, agent, director or authorized person of the Trust Depositor or Affiliate thereof; provided, however, that the foregoing shall not relieve any such person or entity of any liability they might otherwise have as a result of fraudulent actions or omissions taken by theminterest.

Liability of Trust Depositor; Indemnities. The Trust Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Trust Depositor under this Agreement. The Trust Depositor shall indemnify, defend and hold harmless the IssuerTrust, the Owner Trustee, Wilmington Trust, National Association, the Indenture Trustee and the Servicer from and against any taxes that may at any time be asserted against any such Person as a result of or relating with respect to the transactions contemplated herein and in the other Transaction Documents, including any sales, gross receipts, gross margin, general corporation, tangible personal property, New York Jersey personal property replacement privilege or license taxes (but, in the case of the IssuerTrust, not including any taxes asserted with respect to, and as of the date of, the transfer sale of the Contracts to the Issuer Trust 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 Notes Certificate or the CertificateNotes) and costs and expenses in defending against the same. The Trust Depositor shall indemnify, defend and hold harmless the IssuerTrust, the Owner Trustee, Wilmington Trust, National Association, the Indenture Trustee and the Securityholders from and against any loss, liability or expense incurred by reason of the Trust Depositor’s 's willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties 65 72 under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement, including all reasonable and documented legal fees, costs and expenses incurred in connection with the enforcement of this indemnity. The Trust Depositor shall indemnify, defend and hold harmless the IssuerTrust, the Owner Trustee, Wilmington Trust, National Association and the Indenture Trustee Trustee, its 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 Trust Agreement and, in the case of the Indenture Trustee, in the IndentureIndenture and any other document or transaction contemplated in connection herewith or therewith, except to the extent that such cost, expense, loss, claim, damage or liability in the case of (i) the Owner Trustee or Wilmington Trust, National Association, as the case may beTrustee, shall be due to the willful misfeasance, bad faith or negligence of the Owner Trustee or Wilmington Trust, National Association, as the case may beTrustee, or shall arise from the breach by the Owner Trustee or Wilmington Trust, National Association, as the case may be, of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. The Trust Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Trust Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which the Trust Depositor were a general partner; provided, however, that the Trust Depositor shall not be liable for any losses incurred by a Certificateholder in the capacity of any an investor in the Trust Certificate or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the proviso to the immediately preceding sentence for which the Trust Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligations of the Trust Depositor under this paragraph shall be evidenced by the Trust Certificate described in the Trust Agreement. The Trust Depositor shall indemnify, defend and hold harmless 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 the Trust Depositor's or Trust's violation of federal or state securities laws in connection with the offering and sale of the Notes. Indemnification under this Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation and shall survive the termination of the Trust and the resignation or removal of the Trusteeslitigation. If the Trust Depositor shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Trust Depositor, without interest and the Trust Depositor may, as a condition to any such indemnification, require such Person to agree in writing to do so. Notwithstanding anything to the contrary herein, the obligations of the Trust Depositor under this Section are solely the corporate obligations of the Trust Depositor and shall be payable by it solely as provided in this Section. The Trust Depositor shall only be required to make such payments required under this Section, (a) from funds available to it pursuant to, and in accordance with the payment priorities set forth in Section 7.05 and (b) to the extent that it receives additional funds designated for such purposes or to the extent that it has additional funds available (other than funds described in the preceding clause (a)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Trust Depositor incurred in accordance with its Articles of Incorporation and all financing documents to which it is a party as they come due. In addition, no amount owing by the Trust Depositor hereunder in excess of the liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it. No recourse shall be had for the payment of any amount owing hereunder or any other obligation of, or claim against the Trust Depositor arising out of or based upon this Section against any stockholder, employee, officer, agent, director or authorized person of the Trust Depositor or Affiliate thereof; provided, however, that the foregoing shall not relieve any such person or entity of any liability they might otherwise have as a result of fraudulent actions or omissions taken by theminterest.

Liability of Trust Depositor; Indemnities. The Trust Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Trust Depositor under this Agreement. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National AssociationWTC, the Indenture Trustee and the Servicer from and against any taxes that may at any time be asserted against any such Person as a result of or relating with respect to the transactions contemplated herein and in the other Transaction Documents, including any sales, gross receipts, gross margin, general corporation, tangible personal property, New York Illinois personal property replacement 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 transfer 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 Notes Certificate or the CertificateNotes) and costs and expenses in defending against the same. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National AssociationWTC, the Indenture Trustee and the Securityholders from and against any loss, liability or expense incurred by reason of the Trust Depositor’s 's willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement, including all reasonable and documented legal fees, costs and expenses incurred in connection with the enforcement of this indemnity. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National Association WTC and the Indenture Trustee 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 or Wilmington Trust, National AssociationWTC, as the case may be, shall be due to the willful misfeasance, bad faith or negligence of the Owner Trustee or Wilmington Trust, National AssociationWTC, as the case may be, or shall arise from the breach by the Owner Trustee or Wilmington Trust, National AssociationWTC, as the case may be, of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. The Trust Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Trust Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which Trust Depositor were a general partner; providedPROVIDED, howeverHOWEVER, that Trust Depositor shall not be liable for any losses incurred by a Certificateholder in the capacity of any an investor in the Trust Certificate or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the proviso to the immediately preceding sentence for which Trust Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligations of Trust Depositor under this paragraph shall be evidenced by the Trust Certificate described in the Trust Agreement. Indemnification under this Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation and shall survive the termination of the Trust and the resignation or removal of the Trustees. If the Trust Depositor shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Trust Depositor, without interest and the Trust Depositor may, as a condition to any such indemnification, require such Person to agree in writing to do sointerest. Notwithstanding anything to the contrary herein, the obligations of the Trust Depositor under this Section are solely the corporate obligations of the Trust Depositor and shall be payable by it solely as provided in this Section. The Trust Depositor shall only be required to make such payments contributions required under this Section, (ay) from funds available to it pursuant to, and in accordance with the payment priorities set forth in Section SECTION 7.05 and (bz) only to the extent that it receives additional funds designated for such purposes or to the extent that it has additional funds available (other than funds described in the preceding clause (ay)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Trust Depositor such entity incurred in accordance with its Articles certificate of Incorporation incorporation and all financing documents to which it is a party as they come due. In additionaddition , no amount owing by the Trust Depositor hereunder in excess of the liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “"claim” " (as defined in Section 101(5) of the Bankruptcy Code) against it. No recourse shall be had for the payment of any amount owing hereunder or any other obligation of, or claim against the Trust Depositor arising out of or based upon up on this Section against any stockholder, employee, officer, agent, director or authorized person of the Trust Depositor or Affiliate thereof; provided, however, that the foregoing shall not relieve any such person or entity of any liability they might otherwise have as a result of fraudulent actions or omissions taken by them.

Liability of Trust Depositor; Indemnities. The Trust Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Trust Depositor under this Agreement. The Trust Depositor shall indemnify, defend and hold harmless the IssuerTrust, the Owner Trustee, Wilmington Trustthe Back-Up Servicer, National Associationthe Collateral Custodian, the Indenture Trustee and the Servicer from and against any taxes that may at any time be asserted against any such Person as a result of or relating with respect to the transactions contemplated herein and in the other Transaction Documents, including any sales, gross receipts, gross margin, general corporation, tangible personal property, New York Pennsylvania personal property replacement privilege or license taxes (but, in the case of the IssuerTrust, not including any taxes asserted with respect to, and as of the date of, the transfer sale of the Contracts to the Issuer Trust 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 Notes Certificate or the CertificateNotes) and costs and expenses in defending against the same. The Trust Depositor shall indemnify, defend and hold harmless the IssuerTrust, the Owner Trustee, Wilmington Trustthe Back-Up Servicer, National Associationthe Collateral Custodian, the Indenture Trustee and the Securityholders from and against any loss, liability or expense incurred by reason of the Trust Depositor’s 's willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement, including all reasonable and documented legal fees, costs and expenses incurred in connection with the enforcement of this indemnity. The Trust Depositor shall indemnify, defend and hold harmless the IssuerTrust, the Owner Trustee, Wilmington Trustthe Back-Up Servicer, National Association the Collateral Custodian and the Indenture Trustee 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 or Wilmington Trust, National Association, as the case may beTrustee, shall be due to the willful misfeasance, bad faith or negligence of the Owner Trustee or Wilmington Trust, National Association, as the case may beTrustee, or shall arise from the breach by the Owner Trustee or Wilmington Trust, National Association, as the case may be, of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. The Trust Depositor shall be liable directly to indemnify, defend and will indemnify hold harmless the Owner Trustee, the Back-Up Servicer, the Collateral Custodian and the Indenture Trustee from and against any injured party loss, liability or any other creditor expense incurred by reason of the Trust for all losses, claims, damages, liabilities Depositor's or Trust's violation of federal or state securities laws in connection with the offering and expenses sale of the Trust to Notes. Notwithstanding the extent that foregoing, the Trust Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which Trust Depositor were a general partner; provided, however, that Trust Depositor shall not be liable for any losses incurred by a Certificateholder costs, expenses, losses, claims, damages or liabilities in an amount in excess of the capacity of any investor in the Trust Certificate or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors total assets of the Trust (other than in connection with the obligations described in the proviso to the immediately preceding sentence for which Trust Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligations of Trust Depositor under this paragraph shall be evidenced by the Trust Certificate described in the Trust AgreementDepositor. Indemnification under this Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation and shall survive the termination of the Trust and the resignation or removal of the Trusteeslitigation. If the Trust Depositor shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Trust Depositor, without interest and the interest. The Trust Depositor may, as a condition to any such indemnification, require such Person to agree in writing to do so. Notwithstanding anything to the contrary herein, the Depositor's payment obligations of the Trust Depositor under this Section are solely 6.16 shall survive the corporate obligations discharge of the Trust Depositor and shall be payable by it solely as provided in this Section. The Trust Depositor shall only be required to make such payments required under this Section, (a) from funds available to it pursuant to, and in accordance with the payment priorities set forth in Section 7.05 and (b) to the extent that it receives additional funds designated for such purposes or to the extent that it has additional funds available (other than funds described in the preceding clause (a)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Trust Depositor incurred in accordance with its Articles of Incorporation and all financing documents to which it is a party as they come due. In addition, no amount owing by the Trust Depositor hereunder in excess of the liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it. No recourse shall be had for the payment of any amount owing hereunder or any other obligation of, or claim against the Trust Depositor arising out of or based upon this Section against any stockholder, employee, officer, agent, director or authorized person of the Trust Depositor or Affiliate thereof; provided, however, that the foregoing shall not relieve any such person or entity of any liability they might otherwise have as a result of fraudulent actions or omissions taken by themAgreement.

Liability of Trust Depositor; Indemnities. The Trust Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Trust Depositor under this Agreement. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust[insert name of Owner Trustee, National Associationin its individual capacity], the Indenture Trustee and the Servicer from and against any taxes that may at any time be asserted against any such Person as a result of or relating to the transactions contemplated herein and in the other Transaction Documents, including any sales, gross receipts, gross margin, general corporation, tangible personal property, New York Illinois personal property replacement 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 transfer of the Contracts to the Issuer or the issuance and original sale of the Securities, or federal or other income taxes arising out of distributions on the Notes or the CertificateCertificates) and costs and expenses in defending against the same. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust[insert name of Owner Trustee, National Associationin its individual capacity], the Indenture Trustee and the Securityholders from and against any loss, liability or expense incurred by reason of the Trust Depositor’s willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement, including all reasonable and documented legal fees, costs and expenses incurred in connection with the enforcement of this indemnity. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust[insert name of Owner Trustee, National Association in its individual capacity] and the Indenture Trustee 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 or Wilmington Trust[insert name of Owner Trustee, National Associationin its individual capacity], as the case may be, shall be due to the willful misfeasance, bad faith or negligence of the Owner Trustee or Wilmington Trust[insert name of Owner Trustee, National Associationin its individual capacity], as the case may be, or shall arise from the breach by the Owner Trustee or Wilmington Trust[insert name of Owner Trustee, National Associationin its individual capacity], as the case may be, of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. The Trust Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Trust Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which Trust Depositor were a general partner; provided, however, that Trust Depositor shall not be liable for any losses incurred by a Certificateholder in the capacity of any investor in the Trust Certificate or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the proviso to the immediately preceding sentence for which Trust Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligations of Trust Depositor under this paragraph shall be evidenced by the Trust Certificate described in the Trust Agreement. Indemnification under this Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation and shall survive the termination of the Trust and the resignation or removal of the Trustees. If the Trust Depositor shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Trust Depositor, without interest and the Trust Depositor may, as a condition to any such indemnification, require such Person to agree in writing to do so. Notwithstanding anything to the contrary herein, the obligations of the Trust Depositor under this Section are solely the corporate obligations of the Trust Depositor and shall be payable by it solely as provided in this Section. The Trust Depositor shall only be required to make such payments required under this Section, (a) from funds available to it pursuant to, and in accordance with the payment priorities set forth in Section 7.05 and (b) to the extent that it receives additional funds designated for such purposes or to the extent that it has additional funds available (other than funds described in the preceding clause (a)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Trust Depositor incurred in accordance with its Articles of Incorporation and all financing documents to which it is a party as they come due. In addition, no amount owing by the Trust Depositor hereunder in excess of the liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it. No recourse shall be had for the payment of any amount owing hereunder or any other obligation of, or claim against the Trust Depositor arising out of or based upon this Section against any stockholder, employee, officer, agent, director or authorized person of the Trust Depositor or Affiliate thereof; provided, however, that the foregoing shall not relieve any such person or entity of any liability they might otherwise have as a result of fraudulent actions or omissions taken by them.

Liability of Trust Depositor; Indemnities. The Trust Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Trust Depositor under this Agreement. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust[insert name of Owner Trustee, National Associationin its individual capacity], [the Underlying Trustee, [insert name of Underlying Trustee, in its individual capacity],] the Indenture Trustee and the Servicer from and against any taxes that may at any time be asserted against any such Person as a result of or relating to the transactions contemplated herein and in the other Transaction Documents, including any sales, gross receipts, gross margin, general corporation, tangible personal property, New York personal property replacement 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 transfer of the Contracts to the Issuer or the issuance and original sale of the Securities, or federal or other income taxes arising out of distributions on the Notes or the CertificateCertificate[s]) and costs and expenses in defending against the same. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust[insert name of Owner Trustee, National Associationin its individual capacity], [the Underlying Trustee, [insert name of Underlying Trustee, in its individual capacity],] the Indenture Trustee and the Securityholders from and against any loss, liability or expense incurred by reason of the Trust Depositor’s willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement, including all reasonable and documented legal fees, costs and expenses incurred in connection with the enforcement of this indemnity. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust[insert name of Owner Trustee, National Association in its individual capacity,] [the Underlying Trustee, [insert name of Underlying Trustee, in its individual capacity],] and the Indenture Trustee 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 Agreement[, in the case of the Underlying Trustee, in the Underlying 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 or Wilmington Trust[insert name of Owner Trustee, National Associationin its individual capacity], as the case may be, shall be due to the willful misfeasance, bad faith or negligence of the Owner Trustee or Wilmington Trust[insert name of Owner Trustee, National Associationin its individual capacity], as the case may be, or shall arise from the breach by the Owner Trustee or Wilmington Trust[insert name of Owner Trustee, National Associationin its individual capacity], as the case may be, of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Underlying Trustee or [insert name of Underlying Trustee, in its individual capacity], as the case may be, shall be due to the willful misfeasance, bad faith or negligence of the Underlying Trustee or [insert name of Underlying Trustee, in its individual capacity], as the case may be, or shall arise from the breach by the Underlying Trustee or [insert name of Underlying Trustee, in its individual capacity], as the case may be, of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (iii)] the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. The Trust Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Trust Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which Trust Depositor were a general partner; provided, however, that Trust Depositor shall not be liable for any losses incurred by a Certificateholder in the capacity of any investor in the Trust Certificate Certificate[s] or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the proviso to the immediately preceding sentence for which Trust Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligations of Trust Depositor under this paragraph shall be evidenced by the Trust Certificate Certificate[s] described in the Trust Agreement. Indemnification under this Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation and shall survive the termination of the Trust and the resignation or removal of the Trustees. If the Trust Depositor shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Trust Depositor, without interest and the Trust Depositor may, as a condition to any such indemnification, require such Person to agree in writing to do so. Notwithstanding anything to the contrary herein, the obligations of the Trust Depositor under this Section are solely the corporate obligations of the Trust Depositor and shall be payable by it solely as provided in this Section. The Trust Depositor shall only be required to make such payments required under this Section, (a) from funds available to it pursuant to, and in accordance with the payment priorities set forth in Section 7.05 and (b) to the extent that it receives additional funds designated for such purposes or to the extent that it has additional funds available (other than funds described in the preceding clause (a)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Trust Depositor incurred in accordance with its Articles of Incorporation and all financing documents to which it is a party as they come due. In addition, no amount owing by the Trust Depositor hereunder in excess of the liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it. No recourse shall be had for the payment of any amount owing hereunder or any other obligation of, or claim against the Trust Depositor arising out of or based upon this Section against any stockholder, employee, officer, agent, director or authorized person of the Trust Depositor or Affiliate thereof; provided, however, that the foregoing shall not relieve any such person or entity of any liability they might otherwise have as a result of fraudulent actions or omissions taken by them.

Liability of Trust Depositor; Indemnities. The Trust Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Trust Depositor under this Agreement. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National AssociationWTC, the Indenture Trustee and the Servicer from and against any taxes that may at any time be asserted against any such Person as a result of or relating with respect to the transactions contemplated herein and in the other Transaction Documents, including any sales, gross receipts, gross margin, general corporation, tangible personal property, New York Illinois personal property replacement 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 transfer 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 Notes Certificates or the CertificateNotes) and costs and expenses in defending against the same. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National AssociationWTC, the Indenture Trustee and the Securityholders from and against any loss, liability or expense incurred by reason of the Trust Depositor’s 's willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement, including all reasonable and documented legal fees, costs and expenses incurred in connection with the enforcement of this indemnity. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National Association WTC and the Indenture Trustee 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 or Wilmington Trust, National AssociationWTC, as the case may be, shall be due to the willful misfeasance, bad faith or negligence of the Owner Trustee or Wilmington Trust, National AssociationWTC, as the case may be, or shall arise from the breach by the Owner Trustee or Wilmington Trust, National AssociationWTC, as the case may be, of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. The Trust Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Trust Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which Trust Depositor were a general partner; providedPROVIDED, howeverHOWEVER, that Trust Depositor shall not be liable for any losses incurred by a Certificateholder in the capacity of any an investor in the Trust Certificate Certificates or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the proviso to the immediately preceding sentence for which Trust Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligations of Trust Depositor under this paragraph shall be evidenced by the Trust Certificate Certificates described in the Trust Agreement, which for purposes of the Business Trust Statute shall be deemed to be a separate class of Trust Certificates from all other Trust Certificates issued by the Trust; provided that the rights and obligations evidenced by all Trust Certificates, regardless of class, shall, except as provided in this Section, be identical. Indemnification under this Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation and shall survive the termination of the Trust and the resignation or removal of the Trusteeslitigation. If the Trust Depositor shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Trust Depositor, without interest and the Trust Depositor may, as a condition to any such indemnification, require such Person to agree in writing to do so. Notwithstanding anything to the contrary herein, the obligations of the Trust Depositor under this Section are solely the corporate obligations of the Trust Depositor and shall be payable by it solely as provided in this Section. The Trust Depositor shall only be required to make such payments required under this Section, (a) from funds available to it pursuant to, and in accordance with the payment priorities set forth in Section 7.05 and (b) to the extent that it receives additional funds designated for such purposes or to the extent that it has additional funds available (other than funds described in the preceding clause (a)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Trust Depositor incurred in accordance with its Articles of Incorporation and all financing documents to which it is a party as they come due. In addition, no amount owing by the Trust Depositor hereunder in excess of the liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it. No recourse shall be had for the payment of any amount owing hereunder or any other obligation of, or claim against the Trust Depositor arising out of or based upon this Section against any stockholder, employee, officer, agent, director or authorized person of the Trust Depositor or Affiliate thereof; provided, however, that the foregoing shall not relieve any such person or entity of any liability they might otherwise have as a result of fraudulent actions or omissions taken by theminterest.

Liability of Trust Depositor; Indemnities. The Trust Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Trust Depositor under this Agreement. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National Association, the Indenture Trustee and the Servicer from and against any taxes that may at any time be asserted against any such Person as a result of or relating with respect to the transactions contemplated herein and in the other Transaction Documents, including any sales, gross receipts, gross margin, general corporation, tangible personal property, New York Illinois personal property replacement 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 transfer 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 Notes Certificate or the CertificateNotes) and costs and expenses in defending against the same. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National Association, the Indenture Trustee and the Securityholders from and against any loss, liability or expense incurred by reason of the Trust Depositor’s 's willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement, including all reasonable and documented legal fees, costs and expenses incurred in connection with the enforcement of this indemnity. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National Association and the Indenture Trustee 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 or Wilmington Trust, National Association, as the case may beTrustee, shall be due to the willful misfeasance, bad faith or negligence of the Owner Trustee or Wilmington Trust, National Association, as the case may beTrustee, or shall arise from the breach by the Owner Trustee or Wilmington Trust, National Association, as the case may be, of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. The Trust Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Trust Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which the Trust Depositor were a general partner; providedPROVIDED, howeverHOWEVER, that the Trust Depositor shall not be liable for any losses incurred by a Certificateholder in the capacity of any an investor in the Trust Certificate or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the proviso to the immediately preceding sentence for which the Trust Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligations of the Trust Depositor under this paragraph shall be evidenced by the Trust by Certificate described in the Trust Agreement. The Trust Depositor shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee from and against any loss, liability or expense incurred by reason of the Trust Depositor's or Issuer's violation of federal or state securities laws in connection with the offering and sale of the Notes and the Certificate. Indemnification under this Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation and shall survive litigation; PROVIDED, HOWEVER, that the termination indemnification under this Section, notwithstanding anything to the contrary, is limited to the assets of the Trust and the resignation or removal of the TrusteesDepositor. If the Trust Depositor shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Trust Depositor, without interest and the Trust Depositor may, as a condition to any such indemnification, require such Person to agree in writing to do sointerest. Notwithstanding anything to the contrary herein, the obligations of the Trust Depositor Indemnification under this Section are solely shall survive the corporate obligations resignation or removal of the Trust Depositor and shall be payable by it solely Owner Trustee or the Indenture Trustee, as provided in this Section. The Trust Depositor shall only be required to make such payments required under this Section, (a) from funds available to it pursuant tothe case may be, and in accordance with the payment priorities set forth in Section 7.05 and (b) to the extent that it receives additional funds designated for such purposes or to the extent that it has additional funds available (other than funds described in the preceding clause (a)) that would be in excess termination of amounts that would be necessary to pay the debt and other obligations of the Trust Depositor incurred in accordance with its Articles of Incorporation and all financing documents to which it is a party as they come due. In addition, no amount owing by the Trust Depositor hereunder in excess of the liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it. No recourse shall be had for the payment of any amount owing hereunder or any other obligation of, or claim against the Trust Depositor arising out of or based upon this Section against any stockholder, employee, officer, agent, director or authorized person of the Trust Depositor or Affiliate thereof; provided, however, that the foregoing shall not relieve any such person or entity of any liability they might otherwise have as a result of fraudulent actions or omissions taken by themAgreement.

Liability of Trust Depositor; Indemnities. The Trust Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Trust Depositor under this Agreement. The Trust Depositor shall indemnify, defend and hold harmless the IssuerTrust, the Owner Trustee, Wilmington Trust, National Association, the Indenture Trustee and the Servicer from and against any taxes that may at any time be asserted against any such Person as a result of or relating with respect to the transactions contemplated herein and in the other Transaction Documents, including any sales, gross receipts, gross margin, general corporation, tangible personal property, New York Jersey personal property replacement privilege or license taxes (but, in the case of the IssuerTrust, not including any taxes asserted with respect to, and as of the date of, the transfer sale of the Contracts to the Issuer Trust 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 Notes Certificate or the CertificateNotes) and costs and expenses in defending against the same. The Trust Depositor shall indemnify, defend and hold harmless the IssuerTrust, the Owner Trustee, Wilmington Trust, National Association, the Indenture Trustee and the Securityholders from and against any loss, liability or expense incurred by reason of the Trust Depositor’s 's willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement, including all reasonable and documented legal fees, costs and expenses incurred in connection with the enforcement of this indemnity. The Trust Depositor shall indemnify, defend and hold harmless the IssuerTrust, the Owner Trustee, Wilmington Trust, National Association and the Indenture Trustee Trustee, their 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 Trust Agreement and, in the case of the Indenture Trustee, in the IndentureIndenture and any other document or transaction contemplated in connection herewith or therewith, except to the extent that such cost, expense, loss, claim, damage or liability in the case of (i) the Owner Trustee or Wilmington Trust, National Association, as the case may beTrustee, shall be due to the willful misfeasance, bad faith or negligence of the Owner Trustee or Wilmington Trust, National Association, as the case may beTrustee, or shall arise from the breach by the Owner Trustee or Wilmington Trust, National Association, as the case may be, of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. The Trust Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Trust Depositor would be liable if the -68- 76 Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which the Trust Depositor were a general partner; provided, however, that the Trust Depositor shall not be liable for any losses incurred by a Certificateholder in the capacity of any an investor in the Trust Certificate or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the proviso to the immediately preceding sentence for which the Trust Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligations of the Trust Depositor under this paragraph shall be evidenced by the Trust Certificate described in the Trust Agreement. The Trust Depositor shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee, their officers, directors, agents and employees, from and against any loss, liability or expense incurred by reason of the Trust Depositor's or Trust's violation of federal or state securities laws in connection with the offering and sale of the Notes. Indemnification under this Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation and shall survive the termination of the Trust and the resignation or removal of the Trusteeslitigation. If the Trust Depositor shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Trust Depositor, without interest and the Trust Depositor may, as a condition to any such indemnification, require such Person to agree in writing to do so. Notwithstanding anything to the contrary herein, the obligations of the Trust Depositor under this Section are solely the corporate obligations of the Trust Depositor and shall be payable by it solely as provided in this Section. The Trust Depositor shall only be required to make such payments required under this Section, (a) from funds available to it pursuant to, and in accordance with the payment priorities set forth in Section 7.05 and (b) to the extent that it receives additional funds designated for such purposes or to the extent that it has additional funds available (other than funds described in the preceding clause (a)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Trust Depositor incurred in accordance with its Articles of Incorporation and all financing documents to which it is a party as they come due. In addition, no amount owing by the Trust Depositor hereunder in excess of the liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it. No recourse shall be had for the payment of any amount owing hereunder or any other obligation of, or claim against the Trust Depositor arising out of or based upon this Section against any stockholder, employee, officer, agent, director or authorized person of the Trust Depositor or Affiliate thereof; provided, however, that the foregoing shall not relieve any such person or entity of any liability they might otherwise have as a result of fraudulent actions or omissions taken by theminterest.

Liability of Trust Depositor; Indemnities. The Trust Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Trust Depositor under this Agreement. The Trust Depositor shall indemnify, defend and hold harmless the IssuerTrust, the Owner Trustee, Wilmington Trust, National Association, the Indenture Trustee and the Servicer from and against any taxes that may at any time be asserted against any such Person as a result of or relating with respect to the transactions contemplated herein and in the other Transaction Documents, including any sales, gross receipts, gross margin, general corporation, tangible personal property, New York Illinois personal property replacement privilege or license taxes (but, in the case of the IssuerTrust, not including any taxes asserted with respect to, and as of the date of, the transfer sale of the Contracts to the Issuer Trust 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 Notes Certificate or the CertificateNotes) and costs and expenses in defending against the same. The Trust Depositor shall indemnify, defend and hold harmless the IssuerTrust, the Owner Trustee, Wilmington Trust, National Association, the Indenture Trustee and the Securityholders from and against any loss, liability or expense incurred by reason of the Trust Depositor’s 's willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement, including all reasonable and documented legal fees, costs and expenses incurred in connection with the enforcement of this indemnity. The Trust Depositor shall indemnify, defend and hold harmless the IssuerTrust, the Owner Trustee, Wilmington Trust, National Association and the Indenture Trustee 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 or Wilmington Trust, National Association, as the case may beTrustee, shall be due to the willful misfeasance, bad faith or negligence of the Owner Trustee or Wilmington Trust, National Association, as the case may beTrustee, or shall arise from the breach by the Owner Trustee or Wilmington Trust, National Association, as the case may be, of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. The Trust Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Trust Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which the Trust Depositor were a general partner; providedPROVIDED, howeverHOWEVER, that the Trust Depositor shall not be liable for any losses incurred by a Certificateholder in the capacity of any an investor in the Trust Certificate or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the proviso to the immediately preceding sentence for which the Trust Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligations of the Trust Depositor under this paragraph shall be evidenced by the Trust Certificate described in the Trust Agreement. The Trust Depositor shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee from and against any loss, liability or expense incurred by reason of the Trust Depositor's or Trust's violation of federal or state securities laws in connection with the offering and sale of the Notes. Indemnification under this Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation and shall survive the termination of the Trust and the resignation or removal of the Trusteeslitigation. If the Trust Depositor shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Trust Depositor, without interest and the Trust Depositor may, as a condition to any such indemnification, require such Person to agree in writing to do so. Notwithstanding anything to the contrary herein, the obligations of the Trust Depositor under this Section are solely the corporate obligations of the Trust Depositor and shall be payable by it solely as provided in this Section. The Trust Depositor shall only be required to make such payments required under this Section, (a) from funds available to it pursuant to, and in accordance with the payment priorities set forth in Section 7.05 and (b) to the extent that it receives additional funds designated for such purposes or to the extent that it has additional funds available (other than funds described in the preceding clause (a)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Trust Depositor incurred in accordance with its Articles of Incorporation and all financing documents to which it is a party as they come due. In addition, no amount owing by the Trust Depositor hereunder in excess of the liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it. No recourse shall be had for the payment of any amount owing hereunder or any other obligation of, or claim against the Trust Depositor arising out of or based upon this Section against any stockholder, employee, officer, agent, director or authorized person of the Trust Depositor or Affiliate thereof; provided, however, that the foregoing shall not relieve any such person or entity of any liability they might otherwise have as a result of fraudulent actions or omissions taken by theminterest.

Liability of Trust Depositor; Indemnities. The Trust Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Trust Depositor under this Agreement. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National AssociationWTC, the Indenture Trustee and the Servicer from and against any taxes that may at any time be asserted against any such Person as a result of or relating with respect to the transactions contemplated herein and in the other Transaction Documents, including any sales, gross receipts, gross margin, general corporation, tangible personal property, New York Illinois personal property replacement 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 transfer 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 Notes Certificate or the CertificateNotes) and costs and expenses in defending against the same. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National AssociationWTC, the Indenture Trustee and the Securityholders from and against any loss, liability or expense incurred by reason of the Trust Depositor’s 's willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement, including all reasonable and documented legal fees, costs and expenses incurred in connection with the enforcement of this indemnity. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National Association WTC and the Indenture Trustee 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 or Wilmington Trust, National AssociationWTC, as the case may be, shall be due to the willful misfeasance, bad faith or negligence of the Owner Trustee or Wilmington Trust, National AssociationWTC, as the case may be, or shall arise from the breach by the Owner Trustee or Wilmington Trust, National AssociationWTC, as the case may be, of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. 41 The Trust Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Trust Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which Trust Depositor were a general partner; providedPROVIDED, howeverHOWEVER, that Trust Depositor shall not be liable for any losses incurred by a Certificateholder in the capacity of any an investor in the Trust Certificate or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the proviso to the immediately preceding sentence for which Trust Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligations of Trust Depositor under this paragraph shall be evidenced by the Trust Certificate described in the Trust Agreement. Indemnification under this Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation and shall survive the termination of the Trust and the resignation or removal of the Trustees. If the Trust Depositor shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Trust Depositor, without interest and the Trust Depositor may, as a condition to any such indemnification, require such Person to agree in writing to do sointerest. Notwithstanding anything to the contrary herein, the obligations of the Trust Depositor under this Section are solely the corporate obligations of the Trust Depositor and shall be payable by it solely as provided in this Section. The Trust Depositor shall only be required to make such payments contributions required under this Section, (ay) from funds available to it pursuant to, and in accordance with the payment priorities set forth in Section 7.05 and (bz) only to the extent that it receives additional funds designated for such purposes or to the extent that it has additional funds available (other than funds described in the preceding clause (ay)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Trust Depositor such entity incurred in accordance with its Articles certificate of Incorporation incorporation and all financing documents to which it is a party as they come due. In addition, no amount owing by the Trust Depositor hereunder in excess of the liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “"claim” " (as defined in Section 101(5) of the Bankruptcy Code) against it. No recourse shall be had for the payment of any amount owing hereunder or any other obligation of, or claim against the Trust Depositor arising out of or based upon up on this Section against any stockholder, employee, officer, agent, director or authorized person of the Trust Depositor or Affiliate thereof; provided, however, that the foregoing shall not relieve any such person or entity of any liability they might otherwise have as a result of fraudulent actions or omissions taken by them.

Liability of Trust Depositor; Indemnities. The Trust Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Trust Depositor under this Agreement. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National Association[______], the Indenture Trustee and the Servicer from and against any taxes that may at any time be asserted against any such Person as a result of or relating with respect to the transactions contemplated herein and in the other Transaction Documents, including any sales, gross receipts, gross margin, general corporation, tangible personal property, New York Illinois personal property replacement 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 transfer 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 Notes Certificates or the CertificateNotes) and costs and expenses in defending against the same. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National Association[______], the Indenture Trustee and the Securityholders from and against any loss, liability or expense incurred by reason of the Trust Depositor’s 's willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement, including all reasonable and documented legal fees, costs and expenses incurred in connection with the enforcement of this indemnity. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National Association [______] and the Indenture Trustee 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 or Wilmington Trust, National Association[______], as the case may be, shall be due to the willful misfeasance, bad faith or negligence of the Owner Trustee or Wilmington Trust, National Association[______], as the case may be, or shall arise from the breach by the Owner Trustee or Wilmington Trust, National Association[______], as the case may be, of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. The Trust Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Trust Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which Trust Depositor were a general partner; providedPROVIDED, howeverHOWEVER, that Trust Depositor shall not be liable for any losses incurred by a Certificateholder in the capacity of any an investor in the Trust Certificate Certificates or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the proviso to the immediately preceding sentence for which Trust Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligations of Trust Depositor under this paragraph shall be evidenced by the Trust Certificate Certificates described in the Trust Agreement, which for purposes of the Business Trust Statute shall be deemed to be a separate class of Trust Certificates from all other Trust Certificates issued by the Trust; provided that the rights and obligations evidenced by all Trust Certificates, regardless of class, shall, except as provided in this Section, be identical. Indemnification under this Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation and shall survive the termination of the Trust and the resignation or removal of the Trustees. If the Trust Depositor shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Trust Depositor, without interest and the Trust Depositor may, as a condition to any such indemnification, require such Person to agree in writing to do so. Notwithstanding anything to the contrary herein, the obligations of the Trust Depositor under this Section are solely the corporate obligations of the Trust Depositor and shall be payable by it solely as provided in this Section. The Trust Depositor shall only be required to make such payments required under this Section, (a) from funds available to it pursuant to, and in accordance with the payment priorities set forth in Section 7.05 and (b) to the extent that it receives additional funds designated for such purposes or to the extent that it has additional funds available (other than funds described in the preceding clause (a)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Trust Depositor incurred in accordance with its Articles of Incorporation and all financing documents to which it is a party as they come due. In addition, no amount owing by the Trust Depositor hereunder in excess of the liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it. No recourse shall be had for the payment of any amount owing hereunder or any other obligation of, or claim against the Trust Depositor arising out of or based upon this Section against any stockholder, employee, officer, agent, director or authorized person of the Trust Depositor or Affiliate thereof; provided, however, that the foregoing shall not relieve any such person or entity of any liability they might otherwise have as a result of fraudulent actions or omissions taken by theminterest.

Liability of Trust Depositor; Indemnities. The Trust Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Trust Depositor under this Agreement. The Trust Depositor shall indemnify, defend and hold harmless the IssuerTrust, the Owner Trustee, Wilmington Trust, National Association, the Indenture Trustee and the Servicer from and against any taxes that may at any time be asserted against any such Person as a result of or relating with respect to the transactions contemplated herein and in the other Transaction Documents, including any sales, gross receipts, gross margin, general corporation, tangible personal property, New York Illinois personal property replacement privilege or license taxes (but, in the case of the IssuerTrust, not including any taxes asserted with respect to, and as of the date of, the transfer sale of the Contracts to the Issuer Trust 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 Notes Certificate or the CertificateNotes) and costs and expenses in defending against the same. The Trust Depositor shall indemnify, defend and hold harmless the IssuerTrust, the Owner Trustee, Wilmington Trust, National Association, the Indenture Trustee and the Securityholders from and against any loss, liability or expense incurred by reason of the Trust Depositor’s 's willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement, including all reasonable and documented legal fees, costs and expenses incurred in connection with the enforcement of this indemnity. The Trust Depositor shall indemnify, defend and hold harmless the IssuerTrust, the Owner Trustee, Wilmington Trust, National Association and the Indenture Trustee 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 or Wilmington Trust, National Association, as the case may beTrustee, shall be due to the willful misfeasance, bad faith or negligence of the Owner Trustee or Wilmington Trust, National Association, as the case may beTrustee, or shall arise from the breach by the Owner Trustee or Wilmington Trust, National Association, as the case may be, of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. The Trust Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Trust Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which the Trust Depositor were a general partner; provided, however, that the Trust Depositor shall not be liable for any losses incurred by a Certificateholder in the capacity of any an investor in the Trust Certificate or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the proviso to the immediately preceding sentence for which the Trust Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligations of the Trust Depositor under this paragraph shall be evidenced by the Trust Certificate described in the Trust Agreement. The Trust Depositor shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee from and against any loss, liability or expense incurred by reason of the Trust Depositor's or Trust's violation of federal or state securities laws in connection with the offering and sale of the Notes. Indemnification under this Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation and shall survive the termination of the Trust and the resignation or removal of the Trusteeslitigation. If the Trust Depositor shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Trust Depositor, without interest and the Trust Depositor may, as a condition to any such indemnification, require such Person to agree in writing to do so. Notwithstanding anything to the contrary herein, the obligations of the Trust Depositor under this Section are solely the corporate obligations of the Trust Depositor and shall be payable by it solely as provided in this Section. The Trust Depositor shall only be required to make such payments required under this Section, (a) from funds available to it pursuant to, and in accordance with the payment priorities set forth in Section 7.05 and (b) to the extent that it receives additional funds designated for such purposes or to the extent that it has additional funds available (other than funds described in the preceding clause (a)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Trust Depositor incurred in accordance with its Articles of Incorporation and all financing documents to which it is a party as they come due. In addition, no amount owing by the Trust Depositor hereunder in excess of the liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it. No recourse shall be had for the payment of any amount owing hereunder or any other obligation of, or claim against the Trust Depositor arising out of or based upon this Section against any stockholder, employee, officer, agent, director or authorized person of the Trust Depositor or Affiliate thereof; provided, however, that the foregoing shall not relieve any such person or entity of any liability they might otherwise have as a result of fraudulent actions or omissions taken by theminterest.

Liability of Trust Depositor; Indemnities. The Trust Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Trust Depositor under this Agreement. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National AssociationWTC, the Indenture Trustee and the Servicer from and against any taxes that may at any time be asserted against any such Person as a result of or relating with respect to the transactions contemplated herein and in the other Transaction Documents, including any sales, gross receipts, gross margin, general corporation, tangible personal property, New York Illinois personal property replacement 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 transfer 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 Notes Certificates or the CertificateNotes) and costs and expenses in defending against the same. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National AssociationWTC, the Indenture Trustee and the Securityholders from and against any loss, liability or expense incurred by reason of the Trust Depositor’s 's willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement, including all reasonable and documented legal fees, costs and expenses incurred in connection with the enforcement of this indemnity. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National Association WTC and the Indenture Trustee 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 or Wilmington Trust, National AssociationWTC, as the case may be, shall be due to the willful misfeasance, bad faith or negligence of the Owner Trustee or Wilmington Trust, National AssociationWTC, as the case may be, or shall arise from the breach by the Owner Trustee or Wilmington Trust, National AssociationWTC, as the case may be, of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. The Trust Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Trust Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which Trust Depositor were a general partner; provided, however, that Trust Depositor shall not be liable for any losses incurred by a Certificateholder in the capacity of any an investor in the Trust Certificate Certificates or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the proviso to the immediately preceding sentence for which Trust Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligations of Trust Depositor under this paragraph shall be evidenced by the Trust Certificate Certificates described in the Trust Agreement, which for purposes of the Business Trust Statute shall be deemed to be a separate class of Trust Certificates from all other Trust Certificates issued by the Trust; provided that the rights and obligations evidenced by all Trust Certificates, regardless of class, shall, except as provided in this Section, be identical. Indemnification under this Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation and shall survive the termination of the Trust and the resignation or removal of the Trusteeslitigation. If the Trust Depositor shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Trust Depositor, without interest and the Trust Depositor may, as a condition to any such indemnification, require such Person to agree in writing to do so. Notwithstanding anything to the contrary herein, the obligations of the Trust Depositor under this Section are solely the corporate obligations of the Trust Depositor and shall be payable by it solely as provided in this Section. The Trust Depositor shall only be required to make such payments required under this Section, (a) from funds available to it pursuant to, and in accordance with the payment priorities set forth in Section 7.05 and (b) to the extent that it receives additional funds designated for such purposes or to the extent that it has additional funds available (other than funds described in the preceding clause (a)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Trust Depositor incurred in accordance with its Articles of Incorporation and all financing documents to which it is a party as they come due. In addition, no amount owing by the Trust Depositor hereunder in excess of the liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it. No recourse shall be had for the payment of any amount owing hereunder or any other obligation of, or claim against the Trust Depositor arising out of or based upon this Section against any stockholder, employee, officer, agent, director or authorized person of the Trust Depositor or Affiliate thereof; provided, however, that the foregoing shall not relieve any such person or entity of any liability they might otherwise have as a result of fraudulent actions or omissions taken by theminterest.

Liability of Trust Depositor; Indemnities. The Trust Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Trust Depositor under this Agreement. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National Association, the Indenture Trustee and the Servicer (and any of their respective officers, directors, employees or agents) from and against any taxes that may at any time be asserted against any such Person as a result of or relating with respect to the transactions contemplated herein and in the other Transaction Documents, including any sales, gross receipts, gross margin, general corporation, tangible personal property, New York Indiana personal property replacement 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 transfer 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 Notes Certificate or the CertificateNotes) and costs and expenses in defending against the same. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National Association, the Indenture Trustee and the Securityholders from and against any loss, liability or expense incurred by reason of the Trust Depositor’s 's willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement, including all reasonable and documented legal fees, costs and expenses incurred in connection with the enforcement of this indemnity. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National Association and the Indenture Trustee 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 or Wilmington Trust, National Association, as the case may beTrustee, shall be due to the willful misfeasance, bad faith or negligence of the Owner Trustee or Wilmington Trust, National Association, as the case may beTrustee, or shall arise from the breach by the Owner Trustee or Wilmington Trust, National Association, as the case may be, of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. The Trust Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Trust Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which the Trust Depositor were a general partner; providedPROVIDED, howeverHOWEVER, that the Trust Depositor shall not be liable for any losses incurred by a Certificateholder in the capacity of any an investor in the Trust Certificate or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the proviso to the immediately preceding sentence for which the Trust Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligations of the Trust Depositor under this paragraph shall be evidenced by the Certificate. The Trust Certificate described in Depositor shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee from and against any loss, liability or expense incurred by reason of the Trust AgreementDepositor's or Issuer's violation of federal or state securities laws in connection with the offering and sale of the Notes and the Certificate. Indemnification under this Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation and shall survive litigation; PROVIDED, HOWEVER, that the termination indemnification under this Section, notwithstanding anything to the contrary, is limited to the assets of the Trust Depositor; PROVIDED, FURTHER, any indemnity payments to be made pursuant to this Section shall not be made from the Trust Assets and such indemnity payments, if unpaid, do not constitute a general recourse claim against the resignation or removal of the TrusteesTrust. If the Trust Depositor shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Trust Depositor, without interest and the Trust Depositor may, as a condition to any such indemnification, require such Person to agree in writing to do sointerest. Notwithstanding anything to the contrary herein, the obligations of the Trust Depositor Indemnification under this Section are solely shall survive the corporate obligations resignation or removal of the Trust Depositor and shall be payable by it solely Owner Trustee or the Indenture Trustee, as provided in this Section. The Trust Depositor shall only be required to make such payments required under this Section, (a) from funds available to it pursuant tothe case may be, and in accordance with the payment priorities set forth in Section 7.05 and (b) to the extent that it receives additional funds designated for such purposes or to the extent that it has additional funds available (other than funds described in the preceding clause (a)) that would be in excess termination of amounts that would be necessary to pay the debt and other obligations of the Trust Depositor incurred in accordance with its Articles of Incorporation and all financing documents to which it is a party as they come due. In addition, no amount owing by the Trust Depositor hereunder in excess of the liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it. No recourse shall be had for the payment of any amount owing hereunder or any other obligation of, or claim against the Trust Depositor arising out of or based upon this Section against any stockholder, employee, officer, agent, director or authorized person of the Trust Depositor or Affiliate thereof; provided, however, that the foregoing shall not relieve any such person or entity of any liability they might otherwise have as a result of fraudulent actions or omissions taken by themAgreement.

Liability of Trust Depositor; Indemnities. The Trust Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Trust Depositor under this Agreement. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National AssociationWTC, the Indenture Trustee and the Servicer from and against any taxes that may at any time be asserted against any such Person as a result of or relating with respect to the transactions contemplated herein and in the other Transaction Documents, including any sales, gross receipts, gross margin, general corporation, tangible personal property, New York Illinois personal property replacement 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 transfer 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 Notes Certificate or the CertificateNotes) and costs and expenses in defending against the same. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National AssociationWTC, the Indenture Trustee and the Securityholders from and against any loss, liability or expense incurred by reason of the Trust Depositor’s 's willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement, including all reasonable and documented legal fees, costs and expenses incurred in connection with the enforcement of this indemnity. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National Association WTC and the Indenture Trustee 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 or Wilmington Trust, National AssociationWTC, as the case may be, shall be due to the willful misfeasance, bad faith or negligence of the Owner Trustee or Wilmington Trust, National AssociationWTC, as the case may be, or shall arise from the breach by the Owner Trustee or Wilmington Trust, National AssociationWTC, as the case may be, of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. The Trust Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Trust Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which Trust Depositor were a general partner; providedPROVIDED, howeverHOWEVER, that Trust Depositor shall not be liable for any losses incurred by a Certificateholder in the capacity of any an investor in the Trust Certificate or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the proviso to the immediately preceding sentence for which Trust Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligations of Trust Depositor under this paragraph shall be evidenced by the Trust Certificate described in the Trust Agreement. 41 Indemnification under this Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation and shall survive the termination of the Trust and the resignation or removal of the Trustees. If the Trust Depositor shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Trust Depositor, without interest and the Trust Depositor may, as a condition to any such indemnification, require such Person to agree in writing to do sointerest. Notwithstanding anything to the contrary herein, the obligations of the Trust Depositor under this Section are solely the corporate obligations of the Trust Depositor and shall be payable by it solely as provided in this Section. The Trust Depositor shall only be required to make such payments contributions required under this Section, (ay) from funds available to it pursuant to, and in accordance with the payment priorities set forth in Section 7.05 and (bz) only to the extent that it receives additional funds designated for such purposes or to the extent that it has additional funds available (other than funds described in the preceding clause (ay)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Trust Depositor such entity incurred in accordance with its Articles certificate of Incorporation incorporation and all financing documents to which it is a party as they come due. In addition,, no amount owing by the Trust Depositor hereunder in excess of the liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “"claim” " (as defined in Section 101(5) of the Bankruptcy Code) against it. No recourse shall be had for the payment of any amount owing hereunder or any other obligation of, or claim against the Trust Depositor arising out of or based upon up on this Section against any stockholder, employee, officer, agent, director or authorized person of the Trust Depositor or Affiliate thereof; provided, however, that the foregoing shall not relieve any such person or entity of any liability they might otherwise have as a result of fraudulent actions or omissions taken by them.

Liability of Trust Depositor; Indemnities. The Trust Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Trust Depositor under this Agreement. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust[insert name of Owner Trustee, National Associationin its individual capacity], the Indenture Trustee and the Servicer from and against any taxes that may at any time be asserted against any such Person as a result of or relating to the transactions contemplated herein and in the other Transaction Documents, including any sales, gross receipts, gross margin, general corporation, tangible personal property, New York Illinois personal property replacement 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 transfer of the Contracts to the Issuer or the issuance and original sale of the Securities, or federal or other income taxes arising out of distributions on the Notes or the Certificate) and costs and expenses in defending against the same. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust[insert name of Owner Trustee, National Associationin its individual capacity], the Indenture Trustee and the Securityholders from and against any loss, liability or expense incurred by reason of the Trust Depositor’s willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement, including all reasonable and documented legal fees, costs and expenses incurred in connection with the enforcement of this indemnity. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust[insert name of Owner Trustee, National Association in its individual capacity] and the Indenture Trustee 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 or Wilmington Trust[insert name of Owner Trustee, National Associationin its individual capacity], as the case may be, shall be due to the willful misfeasance, bad faith or negligence of the Owner Trustee or Wilmington Trust[insert name of Owner Trustee, National Associationin its individual capacity], as the case may be, or shall arise from the breach by the Owner Trustee or Wilmington Trust[insert name of Owner Trustee, National Associationin its individual capacity], as the case may be, of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. The Trust Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Trust Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which Trust Depositor were a general partner; provided, however, that Trust Depositor shall not be liable for any losses incurred by a Certificateholder in the capacity of any investor in the Trust Certificate or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the proviso to the immediately preceding sentence for which Trust Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligations of Trust Depositor under this paragraph shall be evidenced by the Trust Certificate described in the Trust Agreement. Indemnification under this Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation and shall survive the termination of the Trust and the resignation or removal of the Trustees. If the Trust Depositor shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Trust Depositor, without interest and the Trust Depositor may, as a condition to any such indemnification, require such Person to agree in writing to do so. Notwithstanding anything to the contrary herein, the obligations of the Trust Depositor under this Section are solely the corporate obligations of the Trust Depositor and shall be payable by it solely as provided in this Section. The Trust Depositor shall only be required to make such payments required under this Section, (a) from funds available to it pursuant to, and in accordance with the payment priorities set forth in Section 7.05 and (b) to the extent that it receives additional funds designated for such purposes or to the extent that it has additional funds available (other than funds described in the preceding clause (a)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Trust Depositor incurred in accordance with its Articles of Incorporation and all financing documents to which it is a party as they come due. In addition, no amount owing by the Trust Depositor hereunder in excess of the liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it. No recourse shall be had for the payment of any amount owing hereunder or any other obligation of, or claim against the Trust Depositor arising out of or based upon this Section against any stockholder, employee, officer, agent, director or authorized person of the Trust Depositor or Affiliate thereof; provided, however, that the foregoing shall not relieve any such person or entity of any liability they might otherwise have as a result of fraudulent actions or omissions taken by them.

Liability of Trust Depositor; Indemnities. The Trust Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Trust Depositor under this Agreement. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National Association[_____], the Indenture Trustee and the Servicer from and against any taxes that may at any time be asserted against any such Person as a result of or relating with respect to the transactions contemplated herein and in the other Transaction Documents, including any sales, gross receipts, gross margin, general corporation, tangible personal property, New York Illinois personal property replacement 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 transfer 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 Notes Certificate or the CertificateNotes) and costs and expenses in defending against the same. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National Association[_____], the Indenture Trustee and the Securityholders from and against any loss, liability or expense incurred by reason of the Trust Depositor’s 's willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement, including all reasonable and documented legal fees, costs and expenses incurred in connection with the enforcement of this indemnity. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National Association [_____] and the Indenture Trustee 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 or Wilmington Trust, National Association[_____], as the case may be, shall be due to the willful misfeasance, bad faith or negligence of the Owner Trustee or Wilmington Trust, National Association[_____], as the case may be, or shall arise from the breach by the Owner Trustee or Wilmington Trust, National Association[_____], as the case may be, of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. The Trust Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Trust Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which Trust Depositor were a general partner; providedPROVIDED, howeverHOWEVER, that Trust Depositor shall not be liable for any losses incurred by a 41 Certificateholder in the capacity of any an investor in the Trust Certificate or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the proviso to the immediately preceding sentence for which Trust Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligations of Trust Depositor under this paragraph shall be evidenced by the Trust Certificate described in the Trust Agreement. Indemnification under this Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation and shall survive the termination of the Trust and the resignation or removal of the Trustees. If the Trust Depositor shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Trust Depositor, without interest and the Trust Depositor may, as a condition to any such indemnification, require such Person to agree in writing to do sointerest. Notwithstanding anything to the contrary herein, the obligations of the Trust Depositor under this Section are solely the corporate obligations of the Trust Depositor and shall be payable by it solely as provided in this Section. The Trust Depositor shall only be required to make such payments contributions required under this Section, (ay) from funds available to it pursuant to, and in accordance with the payment priorities set forth in Section 7.05 and (bz) only to the extent that it receives additional funds designated for such purposes or to the extent that it has additional funds available (other than funds described in the preceding clause (ay)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Trust Depositor such entity incurred in accordance with its Articles certificate of Incorporation incorporation and all financing documents to which it is a party as they come due. In additionaddition , no amount owing by the Trust Depositor hereunder in excess of the liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “"claim” " (as defined in Section 101(5) of the Bankruptcy Code) against it. No recourse shall be had for the payment of any amount owing hereunder or any other obligation of, or claim against the Trust Depositor arising out of or based upon up on this Section against any stockholder, employee, officer, agent, director or authorized person of the Trust Depositor or Affiliate thereof; provided, however, that the foregoing shall not relieve any such person or entity of any liability they might otherwise have as a result of fraudulent actions or omissions taken by them.

Liability of Trust Depositor; Indemnities. The Trust Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Trust Depositor under this Agreement. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National AssociationWTC, the Indenture Trustee and the Servicer from and against any taxes that may at any time be asserted against any such Person as a result of or relating with respect to the transactions contemplated herein and in the other Transaction Documents, including any sales, gross receipts, gross margin, general corporation, tangible personal property, New York Illinois personal property replacement 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 transfer 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 Notes Certificate or the CertificateNotes) and costs and expenses in defending against the same. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National AssociationWTC, the Indenture Trustee and the Securityholders from and against any loss, liability or expense incurred by reason of the Trust Depositor’s 's willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement, including all reasonable and documented legal fees, costs and expenses incurred in connection with the enforcement of this indemnity. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National Association WTC and the Indenture Trustee 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 or Wilmington Trust, National AssociationWTC, as the case may be, shall be due to the willful misfeasance, bad faith or negligence of the Owner Trustee or Wilmington Trust, National AssociationWTC, as the case may be, or shall arise from the breach by the Owner Trustee or Wilmington Trust, National AssociationWTC, as the case may be, of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. The Trust Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Trust Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which Trust Depositor were a general partner; provided, however, that Trust Depositor shall not be liable for any losses incurred by a Certificateholder in the capacity of any an investor in the Trust Certificate or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the proviso to the immediately preceding sentence for which Trust Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligations of Trust Depositor under this paragraph shall be evidenced by the Trust Certificate described in the Trust Agreement. Indemnification under this Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation and shall survive the termination of the Trust and the resignation or removal of the Trustees. If the Trust Depositor shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Trust Depositor, without interest and the Trust Depositor may, as a condition to any such indemnification, require such Person to agree in writing to do sointerest. Notwithstanding anything to the contrary herein, the obligations of the Trust Depositor under this Section are solely the corporate obligations of the Trust Depositor and shall be payable by it solely as provided in this Section. The Trust Depositor shall only be required to make such payments contributions required under this Section, (ay) from funds available to it pursuant to, and in accordance with the payment priorities set forth in Section 7.05 and (bz) only to the extent that it receives additional funds designated for such purposes or to the extent that it has additional funds available (other than funds described in the preceding clause (ay)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Trust Depositor such entity incurred in accordance with its Articles certificate of Incorporation incorporation and all financing documents to which it is a party as they come due. In addition, no amount owing by the Trust Depositor hereunder in excess of the liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “"claim” " (as defined in Section 101(5) of the Bankruptcy Code) against it. No recourse shall be had for the payment of any amount owing hereunder or any other obligation of, or claim against the Trust Depositor arising out of or based upon up on this Section against any stockholder, employee, officer, agent, director or authorized person of the Trust Depositor or Affiliate thereof; provided, however, that the foregoing shall not relieve any such person or entity of any liability they might otherwise have as a result of fraudulent actions or omissions taken by them.

Liability of Trust Depositor; Indemnities. The Trust Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Trust Depositor under this Agreement. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National Association, the Indenture Trustee and the Servicer from and against any taxes that may at any time be asserted against any such Person as a result of or relating with respect to the transactions contemplated herein and in the other Transaction Documents, including any sales, gross receipts, gross margin, general corporation, tangible personal property, New York Illinois personal property replacement 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 transfer 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 Notes Certificates or the CertificateNotes) and costs and expenses in defending against the same. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National Association, the Indenture Trustee and the Securityholders from and against any loss, liability or expense incurred by reason of the Trust Depositor’s 's willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement, including all reasonable and documented legal fees, costs and expenses incurred in connection with the enforcement of this indemnity. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National Association and the Indenture Trustee 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 or Wilmington Trust, National Association, as the case may beTrustee, shall be due to the willful misfeasance, bad faith or negligence of the Owner Trustee or Wilmington Trust, National Association, as the case may beTrustee, or shall arise from the breach by the Owner Trustee or Wilmington Trust, National Association, as the case may be, of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. The Trust Depositor shall be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities and expenses of the Trust to the extent that the Trust Depositor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which the Trust Depositor were a general partner; provided, however, that the Trust Depositor shall not be liable for any losses incurred by a Certificateholder in the capacity of any an investor in the Trust Certificate Certificates or a Noteholder in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the proviso to the immediately preceding sentence for which the Trust Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligations of the Trust Depositor under this paragraph shall be evidenced by the Trust Certificate Certificates described in the Trust Agreement, which for purposes of the Business Trust Statute shall be deemed to be a separate class of Trust Certificates from all other Trust Certificates issued by the Trust; provided that the rights and obligations evidenced by all Trust Certificates, regardless of class, shall, except as provided in this Section, be identical. Indemnification under this Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation and shall survive the termination of the Trust and the resignation or removal of the Trusteeslitigation. If the Trust Depositor shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Trust Depositor, without interest and the Trust Depositor may, as a condition to any such indemnification, require such Person to agree in writing to do so. Notwithstanding anything to the contrary herein, the obligations of the Trust Depositor under this Section are solely the corporate obligations of the Trust Depositor and shall be payable by it solely as provided in this Section. The Trust Depositor shall only be required to make such payments required under this Section, (a) from funds available to it pursuant to, and in accordance with the payment priorities set forth in Section 7.05 and (b) to the extent that it receives additional funds designated for such purposes or to the extent that it has additional funds available (other than funds described in the preceding clause (a)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Trust Depositor incurred in accordance with its Articles of Incorporation and all financing documents to which it is a party as they come due. In addition, no amount owing by the Trust Depositor hereunder in excess of the liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it. No recourse shall be had for the payment of any amount owing hereunder or any other obligation of, or claim against the Trust Depositor arising out of or based upon this Section against any stockholder, employee, officer, agent, director or authorized person of the Trust Depositor or Affiliate thereof; provided, however, that the foregoing shall not relieve any such person or entity of any liability they might otherwise have as a result of fraudulent actions or omissions taken by theminterest.