Common use of Indemnities by the Servicer Clause in Contracts

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement or (iv) any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person Indemnified Party may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify and hold harmless each Indemnified Party, forthwith on demand, Party from and against any and all Indemnified Amounts incurred by any of them and arising out of, relating to or in connection with (calculated without duplication i) any breach of Indemnified Amounts paid any representation, warranty or agreement by the Borrower pursuant Servicer in any Transaction Document; (ii) the failure of any information contained in an Information Package to Section 9.1 above) awarded against be true and correct, or incurred by the failure of any other information provided to any such Indemnified Party by reason of any actsby, omissions or alleged acts or omissions of the Servicer, including, but not limited to (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of of, the Servicer pursuant hereto, which shall have been false, incorrect or misleading (in any material respect when made capacity) to be true and correct; (iii) any gross negligence or deemed madewillful misconduct on the Servicer’s (in any capacity) part arising out of, relating to, in connection with, or affecting any transaction contemplated by the Transaction Documents, any Pool Receivable or any Related Asset; (iiiv) the failure by the Servicer (in any capacity) to comply with any Applicable Law, rule or regulation with respect to any Pool Receivable or the related Contract or its servicing thereof; or (iiiv) any commingling of any funds by the failure Servicer (in any capacity) with any of the Servicer Servicer’s funds or the funds of any other Person; provided that such indemnity shall not, as to comply with its duties or obligations in accordance with the Agreement or (iv) any litigationIndemnified Party, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts be available to the extent resulting that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction in a final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct on the part of such Indemnified Party, and (by) result from a claim brought by the Servicer against an Indemnified Party for breach of such Indemnified Party’s obligations hereunder or under any Federalother Transaction Document, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If if the Servicer has made any indemnity payment pursuant obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) constitute recourse with respect to this Section 9.2 and such payment fully indemnified a Pool Receivable by reason of the recipient thereof and bankruptcy or insolvency, or the recipient thereafter collects any payments from others in respect financial or credit condition or financial default, of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amountsrelated Obligor.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement Agreement, or (iv) any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party the applicable Indemnified Party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 10.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the ServicerServicer in violation of the Transaction Documents, including, but not limited to (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the this Agreement or (iv) any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified PartyParty (as determined in a final, non-appealable adjudication by a court of competent jurisdiction), and (b) under any FederalTaxes (other than Taxes that represent damages, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or losses, claims, etc. arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authoritynon-Tax claim). The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement Agreement, or (iv) any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement Agreement, (iv) the failure by the Servicer to comply with any of the covenants relating to the Hedging Agreements in accordance with the Transaction Documents or (ivv) any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party the applicable Indemnified Party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 10.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the The Servicer hereby agrees to shall indemnify and hold harmless each Indemnified Party, forthwith on demand, Party from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against loss, liability, expense, damage or incurred by any such Indemnified Party injury suffered or sustained by reason of any actswillful misfeasance, omissions bad faith, or alleged acts or omissions negligence in the performance of the duties of the Servicer, includingby reason of reckless disregard of obligations and duties of the Servicer hereunder or under the Indenture, but not limited to (i) the Indenture Supplement and the Transfer and Servicing Agreement or by reason of the failure of any representation or warranty made or deemed made by the Servicer (or any of its officers) under or in connection with any Transaction Documents this Agreement to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf have been true and correct in all material respects as of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when date made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement or (iv) any litigation, proceedings or investigation against the Servicer, excluding; provided, however, (a) that the Servicer shall not indemnify any such Indemnified Amounts to Party for any such loss, liability, expense, damage or injury suffered or sustained by reason of any action taken or omitted at the extent resulting from gross negligence or willful misconduct on the part written request of any such Indemnified Party; and provided, and (b) under further, that the Servicer shall not indemnify any Federalsuch Indemnified Party for any such loss, liability, expense, damage or injury incurred with respect to any action taken by such Indemnified Party constituting fraud, gross negligence, breach of fiduciary duty or willful misconduct, with respect to the uncollectibility of the Receivables or with respect to any federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewiththereto) required to be paid by any such Indemnified Party in connection herewith to any taxing authority. The Servicer shall not be liable for acts or omissions of any Successor Servicer. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, with a copy to the Documentation Agent, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party (i) by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to including (iA) any representation or warranty made by the Servicer under or in connection with any Transaction Documents (including the structuring hereof and syndication of commitments hereunder to the extent that any such Indemnified Party had been engaged therefore) to which it is a party, any Monthly Report, Servicer’s Certificate Required Report or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (iiB) the failure by the Servicer to comply with any Applicable Law, (iiiC) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement Agreement, or (ivD) any litigation, proceedings or investigation against the Servicer, or (ii) the structuring of this Agreement or the syndication of commitments hereunder and to the extent that any such Indemnified Party had been engaged therefor, in each case excluding, however, (a) Indemnified Amounts to the extent resulting from (A) gross negligence or negligence, willful misconduct or bad faith on the part of any Indemnified Party, (B) a claim brought by the Servicer or the Borrower against an Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Transaction Document as to which such breach shall have been found to have occurred by final order of a court of competent jurisdiction, and or (bC) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made makes any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others other persons in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others other persons in respect of such indemnified amountsIndemnified Amounts.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person Indemnified Party may have hereunder or under Applicable Lawapplicable law, the Servicer hereby agrees to indemnify and hold harmless each Indemnified Party, forthwith on demand, Party from and against any and all Indemnified Amounts arising out of or resulting from (calculated without duplication whether directly or indirectly): (a) the failure of Indemnified Amounts paid by any information contained in any Information Package or Weekly Report, as of the Borrower date such Information Package or Weekly Report is delivered pursuant to Section 9.1 aboveSections 1(a)(ii) awarded against and 2(a)(ii) or incurred by Sections 1(a)(iii) and 2(a)(iii), as applicable, of Exhibit IV to be true and correct, or the failure of any other information provided to such Indemnified Party by reason by, or on behalf of, the Servicer to be true and correct in all material respects, (b) the failure of any actsrepresentation, omissions warranty or alleged acts statement made or omissions of the Servicer, including, but not limited to (i) any representation or warranty deemed made by the Servicer (or any of its officers) under or in connection with this Agreement or any other Transaction Documents Document to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf to have been true and correct as of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when date made or deemed made, (iic) the failure by the Servicer to comply with any Applicable Lawapplicable law, rule or regulation with respect to any Pool Receivable or the related Contract, (iiid) any dispute, claim, offset or defense of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool resulting from or related to the collection activities with respect to such Receivable or (e) any failure of the Servicer to comply with perform its duties or obligations in accordance with the Agreement provisions hereof or (iv) any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts other Transaction Document to which it is a party; excluding only such amounts to the extent resulting a final judgment of a court of competent jurisdiction holds that such amounts resulted from gross negligence or willful misconduct on of the part Indemnified Party seeking indemnification; provided, however that nothing contained in this sentence shall limit the liability of such Seller or the Servicer or limit the recourse of any Indemnified Party, and (b) under Party to the Seller or the Servicer for any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required amounts otherwise specifically provided to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If Seller or the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amountshereunder.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the initial Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Indemnified Amounts (calculated without duplication including any reasonable and documented legal fees and expenses incurred in connection with any action or suit brought by an Indemnified Party to enforce any indemnification or other obligation of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 aboveby such Indemnified Party for any indemnification or other obligation of the Borrower) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the initial Servicer, including, but not limited to to: (i) any representation or warranty made by the initial Servicer under or in connection with any Transaction Documents to which it is a partyDocument, any Monthly Report, Servicer’s Certificate Report or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, ; (ii) the failure by the initial Servicer to comply with any Applicable Law, ; (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the this Agreement or any other Transaction Document to which it is a party; (iv) any litigation, proceedings or investigation against the initial Servicer, excluding, however, ; (av) Indemnified Amounts the commingling by the Servicer of Collections at any time with other funds; or (vi) the failure of the initial Servicer or any of its agents or representatives to remit to the extent resulting from gross negligence Collection Account, Deal Agent or willful misconduct on Collateral Agent any Collections or Proceeds of the part of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authorityCollateral. The provisions of this indemnity shall run directly to and be enforceable by an injured party Indemnified Party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason of any acts, acts or omissions or alleged acts or omissions of the ServicerServicer under the Transaction Documents, including, but not limited to (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the this Agreement or any other Transaction Document, or (iv) any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts to the extent resulting from fraud, gross negligence or willful misconduct on the part of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. Notwithstanding anything contained in this Section 10.2, (x) no Successor Servicer shall be liable for the actions or omissions (or claims arising out of the alleged acts or omissions) of a predecessor Servicer, and (y) no Servicer shall be so required to indemnify an Indemnified Party or to otherwise be liable to an Indemnified Party for any losses in respect of the non-performance of the Transferred Loans, the creditworthiness of the Obligors with respect to the Transferred Loans, changes in the market value of the Transferred Loans or other similar investment risks associated with the Transferred Loans arising from a breach of any representation or warranty if the effect of such indemnity would be to provide credit recourse for the performance of the Transferred Loans. The provisions of this indemnity shall run directly to and be enforceable by an injured party the applicable Indemnified Party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 10.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts.

Indemnities by the Servicer. (a) Without limiting Notwithstanding any provision to the contrary herein or in any other rights that any such Person may have hereunder or under Applicable LawTransaction Document, including Section 6.03 of the Transfer and Servicing Agreement, the Servicer hereby agrees to indemnify shall indemnify, defend and hold harmless (on an after tax basis) each Indemnified Party, forthwith on demand, Party from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against Amount suffered or incurred by any such Indemnified Party sustained by reason of any actswillful misfeasance, omissions bad faith, or alleged acts or omissions negligence in the performance of the duties of the Servicer, includingby reason of reckless disregard or breach of covenants, but not limited obligations and duties of the Servicer hereunder or under any other Transaction Document to (i) which the Servicer is a party or by reason of the failure of any representation or warranty made or deemed made by the Servicer (or any of its officers) under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate this Agreement or any other information or report delivered by or on behalf Transaction Document to which the Servicer is a party have been true and correct in all material respects as of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when date made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement or (iv) any litigation, proceedings or investigation against the Servicer, excluding; provided, however, (a) that the Servicer shall not indemnify any such Indemnified Amounts Party for any such Indemnified Amount suffered or sustained by reason of any action taken or omitted at the written request of any such Indemnified Party; and provided, further, that the Servicer shall not indemnify any such Indemnified Party for any such Indemnified Amount to the extent resulting determined in a final and non-appealable judgment by a court of competent jurisdiction to have directly resulted from gross negligence or willful misconduct on the part of such Indemnified Party’s gross negligence, and (b) under any Federalfraud or willful misconduct, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto to the uncollectibility of the Receivables on account of the insolvency, bankruptcy or arising from a failure lack of creditworthiness of the related Obligor or with respect to comply therewith) any Excluded Taxes required to be paid by any such Indemnified Party in connection herewith to any taxing authority. The Servicer shall not be liable for acts or omissions of any Successor Servicer. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement or Agreement, (iv) any litigation, proceedings or investigation against the Servicer, or (v) the occurrence of a Subordination Event, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person which the Servicer Indemnified Parties may have hereunder or under Applicable applicable Law, the Servicer hereby agrees agrees, to indemnify each the Indemnified PartyParties and their successors, forthwith on demandtransferees and assigns and all officers, directors, employees, counsel and other agents of any of the foregoing (collectively, “Servicer Indemnified Parties”) from and against any and all damages, losses, claims, liabilities, reasonable and documented out-of-pocket costs and related expenses, including reasonable and documented out-of-pocket attorneys’ fees and disbursements (excluding the allocated costs of internal counsel of the Servicer Indemnified Amounts Parties) (calculated without duplication all of the foregoing being collectively referred to as “Servicer Indemnified Amounts paid by the Borrower pursuant to Section 9.1 aboveAmounts”) awarded against or incurred by any such Indemnified Party by reason of them in any acts, omissions action or alleged acts or omissions proceeding between the Servicer and any of the ServicerServicer Indemnified Parties or between any of the Servicer Indemnified Parties and any third party or otherwise arising out or as a result of this Agreement, includingthe other Transaction Documents, but not limited to the ownership or maintenance, either directly or indirectly, by the Agent, any Managing Agent or any Investor of the Portfolio or any of the other transactions contemplated hereby or thereby, excluding however, (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement or (iv) any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or negligence, willful misconduct or bad faith on the part of such Servicer Indemnified Party, and as finally determined by a court of competent jurisdiction, (bii) under recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables, (iii) any Federal, state or local income or franchise taxes Taxes which are covered by Section 9.4 or any other Tax imposed on Excluded Taxes, or measured by income (or any interest or penalties with respect thereto or arising from iv) a failure to comply therewith) required to be paid breach by such Servicer Indemnified Party in connection herewith to any taxing authorityof a representation, warranty or covenant of such Servicer Indemnified Party under a Transaction Document. The provisions of this indemnity shall run directly to and be enforceable by an injured party Without limiting the foregoing, but subject to the limitations hereof. If exclusions described in clauses (i), (ii), (iii) and (iv) of the preceding sentence, the Servicer has made any indemnity payment pursuant shall indemnify each Servicer Indemnified Party for Servicer Indemnified Amounts relating to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts.or resulting from:

Indemnities by the Servicer. (a) Without limiting any other rights that which the Indenture Trustee, the Issuer, the Owner Trustee, the Back-Up Servicer and the Custodian or any such Person of their respective officers, directors, employees or agents (each, for purposes of this Section 6.4, the “Indemnified Parties”) may have hereunder hereunder, under the Indenture or under Applicable Law, the Servicer hereby agrees to indemnify each (without recourse, except as otherwise specifically provided in this Agreement) the Indemnified Party, forthwith on demand, Parties from and against any and all Indemnified Amounts damages, losses, claims, liabilities, costs and expenses, including reasonable attorneys’ fees and disbursements (calculated without duplication collectively being referred to as “Indemnities”) arising out of Indemnified Amounts paid or resulting from (whether directly or indirectly) (a) the failure of any information contained in any Servicer Report (to the extent provided by the Borrower pursuant Servicer) to Section 9.1 above) awarded against be true and correct, or incurred by the failure of any such other information provided to any Indemnified Party by reason by, or on behalf of, the Servicer to be true and correct, (b) the failure of any actsrepresentation, omissions warranty or alleged acts statement made or omissions of the Servicer, including, but not limited to (i) any representation or warranty deemed made by the Servicer (or any of its officers) under or in connection with any Transaction Documents this Agreement to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf have been true and correct as of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when date made or deemed made, (iic) the failure by the Servicer to comply with any Applicable LawLaw with respect to any Pool Receivable, (iiid) the any failure of the Servicer to comply with perform its duties or obligations in accordance with the Agreement provisions hereof whether or not resulting in a Servicer Default hereunder and (ive) any litigation, proceedings the failure by the Servicer to accept or investigation against perform the Servicer, trusts and duties set forth herein and in the Transaction Documents; excluding, however, (a) Indemnified Amounts to the extent Indemnities resulting from gross negligence or willful misconduct on the part of such Indemnified Party, Party and (b) under Indemnities to the extent solely due to non-payment by any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties Obligor of an amount due and payable with respect thereto to a Pool Receivable for credit reasons. Indemnification under this Section 6.4 shall survive the resignation or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions removal of the Owner Trustee, the Indenture Trustee, the Back-Up Servicer or the Custodian and the termination of this indemnity Agreement, the Indenture, the Custodian Agreement or the Trust Agreement, as applicable, and shall run directly to include reasonable fees and be enforceable by an injured party subject to the limitations hereofexpenses of counsel and other expenses of litigation. If the Servicer has shall have made any indemnity payment payments pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof 6.4 and the recipient Person to or on behalf of whom such payments are made thereafter collects shall collect any payments from others in respect of such Indemnified Amountsamounts from others, the recipient such Person shall promptly repay such amounts to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amountsServicer, without interest.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person Indemnified Party may have hereunder or under Applicable Lawapplicable law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, Party from and against any and all Indemnified Amounts arising out of or resulting from (calculated without duplication whether directly or indirectly): (a) the failure of Indemnified Amounts paid by any information contained in a Servicer Report to be true and correct in any material respect, or the Borrower pursuant failure of any other information provided to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason in connection with this Agreement and the other Transaction Documents by, or on behalf of, the Servicer to be true and correct in any material respect, (b) the failure of any actsrepresentation, omissions warranty or alleged acts statement made or omissions of the Servicer, including, but not limited to (i) any representation or warranty deemed made by the Servicer (or any of its officers) under or in connection with this Agreement or any other Transaction Documents Document to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf party to have been true and correct in all material respects as of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when date made or deemed made, (iic) the failure by the Servicer to comply with any Applicable Lawapplicable law, rule or regulation with respect to any Pool Receivable or the related Contract, (iiid) any dispute, claim, offset or defense of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool resulting from or related to the collection activities of the Servicer with respect to such Receivable, (e) the commingling of Collections at any time with any other funds, or (f) any failure of the Servicer to comply with perform its duties or obligations in accordance with the Agreement provisions hereof or (iv) any litigationother Transaction Document to which it is a party; provided, proceedings or investigation against that in no event shall the Servicer, excluding, however, (a) Servicer be required to indemnify any Indemnified Party in respect of Indemnified Amounts to the extent resulting from the gross negligence or willful misconduct on of the part of such Indemnified PartyParty seeking indemnification; and provided, and (b) under any Federalfurther, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required that no Indemnified Party shall be entitled to be paid indemnified for the same Indemnified Amounts by such Indemnified Party in connection herewith to any taxing authorityeach of the Seller and the Servicer. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment Indemnification pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to be payable directly by the Servicer an amount equal to and shall not be payable from the amount it has collected from others in respect of such indemnified amountsPool Receivables or the other Pool Assets.

Indemnities by the Servicer. (a) Without limiting Notwithstanding any provision to the contrary herein or in any other rights that any such Person may have hereunder or under Applicable LawTransaction Document, including Section 6.03 of the Transfer and Servicing Agreement, the Servicer hereby agrees to indemnify shall indemnify, defend and hold harmless (on an after tax basis) each CERTAIN CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT, MARKED BY [*****] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Indemnified Party, forthwith on demand, Party from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against Amount suffered or incurred by any such Indemnified Party sustained by reason of any actswillful misfeasance, omissions bad faith, or alleged acts or omissions negligence in the performance of the duties of the Servicer, includingby reason of reckless disregard or breach of covenants, but not limited obligations and duties of the Servicer hereunder or under any other Transaction Document to (i) which the Servicer is a party or by reason of the failure of any representation or warranty made or deemed made by the Servicer (or any of its officers) under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate this Agreement or any other information or report delivered by or on behalf Transaction Document to which the Servicer is a party have been true and correct in all material respects as of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when date made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement or (iv) any litigation, proceedings or investigation against the Servicer, excluding; provided, however, (a) that the Servicer shall not indemnify any such Indemnified Amounts Party for any such Indemnified Amount suffered or sustained by reason of any action taken or omitted at the written request of any such Indemnified Party; and provided, further, that the Servicer shall not indemnify any such Indemnified Party for any such Indemnified Amount to the extent resulting determined in a final and non-appealable judgment by a court of competent jurisdiction to have directly resulted from gross negligence or willful misconduct on the part of such Indemnified Party’s gross negligence, and (b) under any Federalfraud or willful misconduct, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto to the uncollectibility of the Receivables on account of the insolvency, bankruptcy or arising from a failure lack of creditworthiness of the related Obligor or with respect to comply therewith) any Excluded Taxes required to be paid by any such Indemnified Party in connection herewith to any taxing authority. The Servicer shall not be liable for acts or omissions of any Successor Servicer. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s 's Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement Agreement, or (iv) any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 8.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer (if an Affiliate of the Borrower or the Originator) hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a party, any Monthly Periodic Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement this Agreement, or (iv) any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts to the extent (i) resulting from gross negligence or willful misconduct on the part of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such the applicable Indemnified Party or (ii) arising in connection herewith respect of Taxes excluded from the definition of Additional Amount pursuant to any taxing authoritySection 2.12(a). The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person Indemnified Party may have hereunder or under Applicable Lawapplicable law, the Servicer hereby agrees to indemnify and hold harmless each Indemnified Party, forthwith on demand, Party from and against any and all Indemnified Amounts arising out of or resulting from (calculated without duplication whether directly or indirectly): (a) the failure of Indemnified Amounts paid by any information contained in any Information Package or, Weekly Report or Bi-Weekly Report, as of the Borrower date such Information Package or, Weekly Report or Bi-Weekly Report is delivered pursuant to Section 9.1 aboveSections 1(a)(ii) awarded against and 2(a)(ii) or, Sections 1(a)(iii) and 2(a)(iii) or incurred by Sections 1(a)(iv) and 2(a)(iv), as applicable, of Exhibit IV to be true and correct, or the failure of any other information provided to such Indemnified Party by reason by, or on behalf of, the Servicer to be true and correct in all material respects, (b) the failure of any actsrepresentation, omissions warranty or alleged acts statement made or omissions of the Servicer, including, but not limited to (i) any representation or warranty deemed made by the Servicer (or any of its officers) under or in connection with this Agreement or any other Transaction Documents Document to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf to have been true and correct as of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when date made or deemed made, (iic) the failure by the Servicer to comply with any Applicable Lawapplicable law, rule or regulation with respect to any Pool Receivable or the related Contract, (iiid) any dispute, claim, offset or defense of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool resulting from or related to the collection activities with respect to such Receivable, (e) any failure of the Servicer to comply with perform its duties or obligations in accordance with the Agreement provisions hereof or any other Transaction Document to which it is a party or (ivf) the failure by the Seller to pay when due any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts amount described in Section 1.10; excluding only such amounts to the extent resulting a final judgment of a court of competent jurisdiction holds that such amounts resulted from gross negligence or willful misconduct on of the part Indemnified Party seeking indemnification; provided, however that nothing contained in this sentence shall limit the liability of such Seller or the Servicer or limit the recourse of any Indemnified Party, and (b) under Party to the Seller or the Servicer for any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required amounts otherwise specifically provided to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If Seller or the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amountshereunder.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person Indemnified Party may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, Party from and against any and all Indemnified Amounts arising out of or resulting from (calculated without duplication whether directly or indirectly): (a) the failure of Indemnified Amounts paid by any information contained in an Information Package or Interim Report to be true and correct on the Borrower pursuant date thereof (or, if such information is stated therein to Section 9.1 above) awarded against be as of a different date, on such different date), or incurred by the failure of any other information provided to any such Indemnified Party by reason by, or on behalf of, the Servicer to be true and correct on the date so provided (or, if such information is stated therein to be as of a different date, on such different date), (b) the failure of any actsrepresentation, omissions warranty or alleged acts statement made or omissions of the Servicer, including, but not limited to (i) any representation or warranty deemed made by the Servicer (or any of its officers) under or in connection with any Transaction Documents this Agreement to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf have been true and correct as of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when date made or deemed made in all respects when made, (iic) the failure by the Servicer to comply with any Applicable LawLaw with respect to any Pool Receivable or the related Contract, (iiid) any dispute, claim, offset or defense of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool resulting from or related to the collection activities with respect to such Receivable, or (e) any failure of the Servicer to comply with perform its duties or obligations in accordance with the Agreement or (iv) any litigation, proceedings or investigation against the Servicer, provisions hereof; excluding, however, : (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified PartyParty or its employees, and officers, directors, agents, counsel, successors, transferees or permitted assigns or (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or Indemnified Amounts arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject due to the limitations hereof. If credit risk of the Servicer has made any indemnity payment pursuant to this Section 9.2 Obligor and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay for which reimbursement would constitute recourse to the Servicer an amount equal to the amount it has collected from others for uncollectible Receivables (except as otherwise specifically provided in respect of such indemnified amounts.this Agreement). 745381243 05109795751949792 05109795

Indemnities by the Servicer. (a) Without limiting any other rights that which the Administrative Agent, each Agent, each Lender or its assignee, the Backup Servicer, the Account Bank, the Collateral Custodian (if not DFC) or any such Person of their respective Affiliates may have hereunder or under Applicable Law, the initial Servicer hereby agrees to indemnify each the Indemnified Party, forthwith on demand, Parties from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by by, any such Indemnified Party by reason arising out of or as a result of the failure of the initial Servicer to perform its obligations under this Agreement, excluding, however, Indemnified Amounts to the extent resulting from the gross negligence, bad faith or willful misconduct on the part of any actsIndemnified Party. Without limiting the foregoing, omissions the initial Servicer shall indemnify the Indemnified Parties for Indemnified Amounts relating to or alleged acts or omissions of the Servicer, including, but not limited to resulting from: (i) reliance on any representation or warranty made or deemed made by the Servicer or any of its respective officers under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate this Agreement or any other information or report delivered by or on behalf of the Servicer pursuant heretoBasic Document, which shall have been false, false or incorrect or misleading in any material respect when made or deemed made, made or delivered; (ii) the failure by the Servicer to comply with any Applicable Lawterm, (iii) the provision or covenant contained in this Agreement or any other Basic Document to which it is a party or a failure of by the Servicer to comply with its duties any term, provision or obligations covenant contained in accordance any agreement executed in connection with the this Agreement or any other Basic Document, or with any Applicable Law with respect to any Contract or Receivable, the related Financed Vehicle or the non-conformity of any Contract with any such Applicable Law and any failure by DFC to perform its respective duties under the Contracts and Receivables included as a part of the Collateral; (iii) for so long as DFC is the Servicer, the failure to vest and maintain vested in the Administrative Agent a valid and enforceable security interest in any or all of the Collateral or a valid and enforceable first priority perfected security interest in any or all of the Collateral; (iv) any litigation, proceedings or investigation against for so long as DFC is the Servicer, excludingthe failure to file, howeveror any delay in filing, (a) Indemnified Amounts financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws with respect to the extent resulting from gross negligence Collateral, whether at the time of a Loan or willful misconduct at any subsequent time and as required by the Basic Documents; (v) any dispute, claim, offset or defense (other than the discharge in bankruptcy of the related Obligor) of an Obligor to the payment of any Receivable comprising a portion of the Collateral which is, or is purported to be, an Eligible Receivable (including a defense based on the part of such Indemnified PartyContract not being a legal, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts.valid

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the Servicer, excluding, however, (A) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, (B) Indemnified Amounts that have the effect of recourse for uncollectible Collateral, the creditworthiness of Obligors or for future diminution of value of any Collateral, and (C) any income or franchise taxes incurred by such Indemnified Party arising out of or as a result of this Agreement, including, but not limited to (i) any representation or warranty made or deemed made by the Servicer under or in connection with any Transaction Documents to which it is a partyDocument, any Monthly Servicing Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the covenants under this Agreement or the other Transaction Documents, (iv) any litigation, proceedings or investigation against the Servicer (v) the failure to vest (in the case of the initial Servicer) and maintain vested in the Administrative Agent (in the case of the initial Servicer and each Successor Servicer (if any)), as agent for the Secured Parties, a first priority perfected security interest in the Collateral, free and clear of any Lien (other than Permitted Liens) whether existing at the time of any Advance or at any time thereafter (including, without limitation, as the result of the failure to file, or any delay in filing, financing statements, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law with respect to any Collateral), (vi) any failure of the Servicer to perform its duties under the Transaction Documents with respect to any Collateral, (vii) solely with respect to the initial Servicer, excluding, howeverthe failure of any Receivable represented by the initial Servicer to be an Eligible Receivable to be an Eligible Receivable on the date of the applicable representation, (aviii) Indemnified Amounts any inability to obtain any judgment in, or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of the Servicer to qualify to do business or file any notice or business activity report or any similar report, (ix) any action taken by the Servicer in the enforcement, servicing or collection of any Collateral, (x) solely with respect to the extent resulting from gross negligence initial Servicer, any claim, suit or willful misconduct action of any kind arising out of or in connection with the breach of any Applicable Law with respect to the Collateral or the Transaction Documents or the ownership or operation of any Powersports Vehicle, including any vicarious liability, (xi) the failure by the Servicer to pay when due any Taxes for which the Servicer is liable, including without limitation, sales, excise or personal property taxes payable in connection with the Collateral, or (xii) the commingling of Collections on the part of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured Collateral by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made at any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amountstime with other funds.

Indemnities by the Servicer. (a) Without limiting any other rights that which the Indenture Trustee, the Issuer, the Owner Trustee, the Noteholders, the Back-Up Servicer and the Custodian or any such Person of their respective officers, directors, employees or agents (each, for purposes of this Section 6.4, the “Indemnified Parties”) may have hereunder hereunder, under the Indenture or under Applicable Law, the Servicer hereby agrees to indemnify each (without recourse, except as otherwise specifically provided in this Agreement) the Indemnified Party, forthwith on demand, Parties from and against any and all damages, losses, claims, liabilities, costs and expenses, including reasonable attorneys’ fees and disbursements (collectively being referred to as “Indemnified Amounts Amounts”) arising out of or resulting from (calculated without duplication whether directly or indirectly) (a) the failure of Indemnified Amounts paid any information contained in any Servicer Report (to the extent provided by the Borrower pursuant Servicer) to Section 9.1 above) awarded against be true and correct, or incurred by the failure of any such other information provided to any Indemnified Party by reason by, or on behalf of, the Servicer to be true and correct, (b) the failure of any actsrepresentation, omissions warranty or alleged acts statement made or omissions of the Servicer, including, but not limited to (i) any representation or warranty deemed made by the Servicer (or any of its officers) under or in connection with any Transaction Documents this Agreement to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf have been true and correct as of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when date made or deemed made, (iic) the failure by the Servicer to comply with any Applicable LawLaw with respect to any Pool Receivable, (iiid) the any failure of the Servicer to comply with perform its duties or obligations in accordance with the Agreement provisions hereof whether or not resulting in a Servicer Default hereunder and (ive) any litigation, proceedings the failure by the Servicer to accept or investigation against perform the Servicer, trusts and duties set forth herein and in the Transaction Documents; excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, Party and (b) under Indemnified Amounts to the extent solely due to non-payment by any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties Obligor of an amount due and payable with respect thereto to a Pool Receivable for credit reasons. Indemnification under this Section 6.4 shall survive the resignation or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions removal of the Owner Trustee, the Indenture Trustee, the Back-Up Servicer or the Custodian and the termination of this indemnity Agreement, the Indenture, the Custodian Agreement or the Trust Agreement, as applicable, and shall run directly to include reasonable fees and be enforceable by an injured party subject to the limitations hereofexpenses of counsel and other expenses of litigation. If the Servicer has shall have made any indemnity payment payments pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof 6.4 and the recipient Person to or on behalf of whom such payments are made thereafter collects shall collect any payments from others in respect of such Indemnified Amountsamounts from others, the recipient such Person shall promptly repay such amounts to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amountsServicer, without interest.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement or Agreement, (iv) any litigation, proceedings or investigation against the Servicer, or (v) the occurrence of a Subordination Event, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this 73 indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts.

Indemnities by the Servicer. (a) Without limiting any other rights that any such a Purchaser Indemnified Person may have hereunder or under Applicable Lawapplicable law, the Servicer hereby agrees to indemnify and hold harmless each Purchaser Indemnified Party, forthwith on demand, Person from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded that may be claimed or asserted against or incurred by any such Purchaser Indemnified Party by reason Person in connection with or arising out of any actsbreach by the Servicer of its obligations hereunder or under any other Related Document; provided, omissions or alleged acts or omissions of that the Servicer, including, but Servicer shall not limited be liable for any indemnification to a Purchaser Indemnified Person to the extent that any such Indemnified Amount results from (i) such Purchaser Indemnified Person's gross negligence or willful misconduct, in each case as finally determined by a court of competent jurisdiction, or (ii) recourse for uncollectible or uncollected Transferred Receivables. Without limiting the generality of the foregoing, the Servicer shall pay on demand to each Purchaser Indemnified Person any and all Indemnified Amounts relating to or resulting from: (A) reliance on any representation or warranty made or deemed made by the Servicer (or any of its officers) under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate this Agreement or any other Related Document or on any other information or report delivered by or on behalf of the Servicer pursuant hereto, which hereto or thereto that shall have been false, incorrect or misleading in any material respect when made or deemed made, made or delivered; (iiB) the failure by the Servicer to comply with any Applicable Lawterm, provision or covenant contained in this Agreement, any other Related Document or any agreement executed in connection herewith or therewith, any applicable law, rule or regulation with respect to any Transferred Receivable or the Contract therefor, or the nonconformity of any Transferred Receivable or the Contract therefor with any such applicable law, rule or regulation; (iiiC) the failure imposition of any Adverse Claim with respect to any Transferred Receivable or the Seller Collateral as a result of any action taken by the Servicer hereunder; or (D) the commingling of Collections with respect to Transferred Receivables by the Servicer at any time with its other funds or the funds of any other Person. (b) Any Indemnified Amounts subject to the indemnification provisions of this Section 12.02 not paid in accordance with Article VI shall be paid by the Servicer to comply with its duties or obligations in accordance with the Agreement or (iv) any litigationPurchaser Indemnified Person entitled thereto within five Business Days following demand therefor. SECTION 12.03 Limitation of Damages; Purchaser Indemnified Persons. NO PURCHASER INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO THIS AGREEMENT OR ANY OTHER RELATED DOCUMENT, proceedings or investigation against the ServicerANY SUCCESSOR, excludingASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, howeverFOR INDIRECT, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified PartyPUNITIVE, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authorityEXEMPLARY OR CONSEQUENTIAL DAMAGES THAT MAY BE ALLEGED AS A RESULT OF ANY TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts.ARTICLE XIII

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, Party forthwith on demand, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the ServicerServicer arising out of a breach of its obligations and duties under this Agreement and each other Transaction Document to which it is a party, including, but not limited to (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate Document or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with this Agreement and the Agreement other Transaction Documents to which it is a party, (iv) any gross negligence, willful misconduct, bad faith or fraud on the part of the Servicer or (ivv) any litigation, proceedings or investigation against the Servicer in connection with any Transaction Document or its role as Servicer hereunder solely to the extent arising from the Servicer, ’s breach of its obligations and duties under this Agreement or any other Transaction Document to which it is a party excluding, however, (a) any Indemnified Amounts to the extent resulting from gross negligence or negligence, willful misconduct or fraud on the part of such any Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party Indemnified Party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a partyDocument, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement or Transaction Documents, (iv) any litigation, proceedings or investigation against the Servicer, excluding(v) a past, present or future violation or alleged violation of any Environmental Law in connection with any real property that serves as a collateral for a Contract by any Person or other source, whether related or unrelated to the Borrower, the Servicer or the Originator, (vi) any Lessee is in violation of or adversely affected by the provisions of any Anti-Terrorism Law; (vii) any indemnification obligation that arises pursuant to the Lockbox Control Agreement (including, without limitation, any indemnification obligation set forth therein), (viii) the failure of the Servicer to cooperate in connection with an orderly transition of servicing, or (ix) the exercise of control over the Lockbox Account; provided, however, in the event the Backup Servicer is appointed as Successor Servicer, (ax) Indemnified Amounts the Backup Servicer shall have no indemnification obligation with respect to clause (viii), (y) the indemnification obligations of the Backup Servicer are limited as set forth in Section 7.8(b), and, (z) as more particularly set forth in Section 7.8(c), the Backup Servicer shall have no liability for Predecessor Servicer Work Product. The parties agree that the provisions of this Section 11.2 shall not be interpreted to provide recourse to the extent resulting from gross negligence initial Servicer against loss by reason of the bankruptcy, insolvency or willful misconduct on the part lack of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties creditworthiness of a Lessee with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authorityContract. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, with a copy to the Documentation Agent, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party (i) by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to including (iA) any representation or warranty made by the Servicer under or in connection with any Transaction Documents (including the structuring hereof and syndication of commitments hereunder to the extent that any such Indemnified Party had been engaged therefor) to which it is a party, any Monthly Report, Servicer’s Certificate Required Report or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (iiB) the failure by the Servicer to comply with any Applicable Law, (iiiC) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement Agreement, or (ivD) any litigation, proceedings or investigation against the Servicer, or (ii) the structuring of this Agreement or the syndication of commitments hereunder and to the extent that any such Indemnified Party had been {B2297203; 11} - 73 - engaged therefor, in each case excluding, however, (a) Indemnified Amounts with respect to an Indemnified Party to the extent resulting from (A) gross negligence or negligence, willful misconduct or bad faith on the part of such Indemnified Party as determined in a final and nonappealable judgment or order of a court of competent jurisdiction, (B) a claim brought by the Servicer or the Borrower against such Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Transaction Document as to which such breach shall have been found to have occurred by a final and nonappealable judgment or order of a court of competent jurisdiction, and or (bC) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made makes any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others other persons in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others other persons in respect of such indemnified amountsIndemnified Amounts.

Indemnities by the Servicer. (a) Without limiting any other rights that Agent, any such Person Purchaser Agent, any Funding Source, any Purchaser or any of their respective Affiliates may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify (and pay upon demand to) each Indemnified Party, forthwith on demand, Party from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against 740395379 19636993 RECEIVABLES PURCHASE AGREEMENT or incurred by any of them, arising out of or resulting from (whether directly or indirectly): (a) the failure of any information contained in any Monthly Report or Weekly Report, as of the date such Monthly Report or Weekly Report is delivered pursuant to Section 8.5 to be true and correct, or the failure of any other information provided to such Indemnified Party by reason by, or on behalf of, the Servicer to be true and correct, (b) the failure of any actsrepresentation, omissions warranty or alleged acts statement made or omissions of the Servicer, including, but not limited to (i) any representation or warranty deemed made by the Servicer under or in connection with this Agreement or any other Transaction Documents Document to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf to have been true and correct as of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when date made or deemed made, (iic) the failure by the Servicer to comply with any Applicable Law, rule or regulation with respect to any Receivable or the related Contract, (iiid) any dispute, claim, offset or defense of the Obligor to the payment of any Receivable in, or purporting to be in, the Asset Portfolio resulting from or related to the collection activities with respect to such Receivable, (e) any failure of the Servicer to comply with perform its duties or obligations in accordance with the Agreement or (iv) any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes provisions hereof or any other Tax imposed on Transaction Document to which it is a party, (f) the commingling of Collections of Receivables at any time with other funds (including collections of Excluded Receivables and Gas Collections), (g) any amounts payable by the Agent to a Collection Bank under any Collection Account Agreement, (h) the existence of any “Linked Account” (as defined in the applicable Collection Account Agreement) with respect to any Collection Account (including any such “Linked Account” permitted hereunder) and any debit from or measured other charge against any Collection Account as a result of any “Settlement Item” (as defined in the applicable Collection Account Agreement) that originated in any account other than a Collection Account, (i) any civil penalty or fine assessed by income (OFAC or any interest other governmental authority administering any Anti-Terrorism Law, Anti-Corruption Law or penalties Sanctions, and all reasonable costs and expenses (including reasonable documented legal fees and disbursements) incurred in connection with respect thereto or arising from a failure to comply therewith) required to be paid by such defense thereof by, any Indemnified Party in connection herewith with the Transaction Documents as a result of any action of the Seller or any of its respective Affiliates, (j) the failure of any Collections to be remitted directly from a Utility Account to a Collection Account or (k) any taxing authority. The provisions breach of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this covenants of Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts7.1(l); excluding, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts.however:

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the ServicerServicer in violation of the Transaction Documents, including, but not limited to (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its material duties or obligations in accordance with the Agreement or this Agreement, (iv) any litigation, proceedings or investigation against the Servicer, or (v) the failure of any Eligible Loan to so qualify as a result of the action or inaction of the Servicer, excluding, however, (a) Indemnified Amounts solely to the extent arising from any dispute between or among Indemnified Parties and not involving the Servicer; provided that, the exclusion in this clause (a) shall not apply to the Paying Agent and the Collateral Custodian and the Paying Agent and Custodian shall remain entitled to Indemnified Amounts relating to such disputes, (b) Indemnified Amounts arising due to the deterioration in the credit quality or market value of the Transferred Loans or other Collateral hereunder to the extent that such credit quality or market value was not misrepresented in any material respect by the Servicer, or any bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan, (c) Indemnified Amounts to the extent resulting from fraud, gross negligence negligence, bad faith, material breach (excluding the Paying Agent and the Collateral Custodian) or willful misconduct on the part of such any Indemnified Party, and (bd) under any Federalindirect, state consequential, special, punitive or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties exemplary damages. This Section 9.2 shall not apply with respect thereto to Taxes other than any Taxes that represent damages, losses, claims, liabilities, penalties, actions, suits, and judgments or related costs and expenses arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authoritynon-Tax claim. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. Any amounts subject to the indemnification provisions of this Section 9.2 shall be paid by the Servicer to the applicable Indemnified Party within ten (10) Business Days following the Administrative Agent’s (or such Indemnified Party’s) demand therefor.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement Agreement, or (iv) any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party the applicable Indemnified Party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 10.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts.. 116

Indemnities by the Servicer. (a) Without limiting any other rights that which the Administrative Agent, each Agent, each Lender or its assignee, the Backup Servicer, the Account Bank, the Collateral Custodian (if not DFC) or any such Person of their respective Affiliates may have hereunder or under Applicable Law, the initial Servicer hereby agrees to indemnify each the Indemnified Party, forthwith on demand, Parties from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by by, any such Indemnified Party by reason arising out of or as a result of the failure of the initial Servicer to perform its obligations under this Agreement, excluding, however, Indemnified 117 147032870v2 Amounts to the extent resulting from the gross negligence, bad faith or willful misconduct on the part of any actsIndemnified Party. Without limiting the foregoing, omissions the initial Servicer shall indemnify the Indemnified Parties for Indemnified Amounts relating to or alleged acts or omissions of the Servicer, including, but not limited to resulting from: (i) reliance on any representation or warranty made or deemed made by the Servicer or any of its respective officers under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate this Agreement or any other information or report delivered by or on behalf of the Servicer pursuant heretoBasic Document, which shall have been false, false or incorrect or misleading in any material respect when made or deemed made, made or delivered; (ii) the failure by the Servicer to comply with any Applicable Lawterm, (iii) the provision or covenant contained in this Agreement or any other Basic Document to which it is a party or a failure of by the Servicer to comply with any term, provision or covenant contained in any agreement executed in connection with this Agreement or any other Basic Document, or with any Applicable Law with respect to any Contract or Receivable, the related Financed Vehicle or the non-conformity of any Contract with any such Applicable Law and any failure by DFC to perform its respective duties under the Contracts and Receivables included as a part of the Collateral; (iii) for so long as DFC is the Servicer, the failure to vest and maintain vested in the Administrative Agent a valid and enforceable security interest in any or all of the Collateral or a valid and enforceable first priority perfected security interest in any or all of the Collateral; (iv) for so long as DFC is the Servicer, the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws with respect to the Collateral, whether at the time of a Loan or at any subsequent time and as required by the Basic Documents; (v) any dispute, claim, offset or defense (other than the discharge in bankruptcy of the related Obligor) of an Obligor to the payment of any Receivable comprising a portion of the Collateral which is, or is purported to be, an Eligible Receivable (including a defense based on the Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms) or any other claim resulting from the sale or financing of the Financed Vehicle related to such Receivable (other than as a result of the bankruptcy or insolvency of the related Obligor); (vi) any failure by the Servicer to perform its duties or obligations in accordance with the Agreement provisions of this Agreement; (vii) the failure by the Servicer to pay when due any Taxes for which the Servicer is liable, including sales, excise or personal property taxes payable in connection with the Collateral; (ivviii) any litigation, proceedings proceeding or investigation against relating to arising from the Servicerobligation of the Servicer under the Basic Documents to which it is a party, excludingthe transactions contemplated hereby and thereby, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts.investigation,

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, with a copy to the Documentation Agent, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party (i) by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to including (iA) any representation or warranty made by the Servicer under or in connection with any Transaction Documents (including the structuring hereof and syndication of commitments hereunder to the extent that any such Indemnified Party had been engaged therefor) to which it is a party, any Monthly Report, Servicer’s Certificate Required Report or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (iiB) the failure by the Servicer to comply with any Applicable Law, (iiiC) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement Agreement, or (ivD) any litigation, proceedings or investigation against the Servicer, or (ii) the structuring of this Agreement or the syndication of commitments hereunder and to the extent that any such Indemnified Party had been engaged therefor, in each case excluding, however, (a) Indemnified Amounts with respect to an Indemnified Party to the extent resulting from (A) gross negligence or negligence, willful misconduct or bad faith on the part of such Indemnified Party as determined in a final and non-appealable judgment or order of a court of competent jurisdiction, (B) a claim brought by the Servicer or the Borrower against such Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Transaction Document as to which such breach shall have been found to have occurred by a final and non-appealable judgment or order of a court of competent jurisdiction, and or (bC) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made makes any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others other persons in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others other persons in respect of such indemnified amountsIndemnified Amounts.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person Indemnified Party may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify and hold harmless each Indemnified Party, forthwith on demand, Party from and against any and all Indemnified Amounts incurred by any of them and arising out of, relating to or in connection with (calculated without duplication i) any breach of Indemnified Amounts paid any representation, warranty or agreement by the Borrower pursuant Servicer in any Transaction Document; (ii) the failure of any information contained in an Information Package to Section 9.1 above) awarded against be true and correct, or incurred by the failure of any other information provided to any such Indemnified Party by reason of any actsby, omissions or alleged acts or omissions of the Servicer, including, but not limited to (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of of, the Servicer pursuant hereto, which shall have been false, incorrect or misleading (in any material respect when made capacity) to be true and correct; (iii) any gross negligence or deemed madewillful misconduct on the Servicer’s (in any capacity) part arising out of, relating to, in connection with, or affecting any transaction contemplated by the Transaction Documents, any Pool Receivable or any Related Asset; (iiiv) the failure by the Servicer (in any capacity) to comply with any Applicable Law, rule or regulation with respect to any Pool Receivable or the related Contract or its servicing thereof; or (iiiv) any commingling of any funds by the failure Servicer (in any capacity) with any of the Servicer to comply with its duties Servicer’s funds or obligations in accordance the funds of any other Person (including, without limitation, any such commingling associated with the Agreement Canadian Collection Account or (iv) Approved Third Party Collections); provided that such indemnity shall not, as to any litigationIndemnified Party, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts be available to the extent resulting that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction in a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct on the part of such Indemnified Party, and (by) result from a claim brought by the Servicer against an Indemnified Party for breach of such Indemnified Party’s obligations hereunder or under any Federalother Transaction Document, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If if the Servicer has made any indemnity payment pursuant obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) constitute recourse with respect to this Section 9.2 and such payment fully indemnified a Pool Receivable by reason of the recipient thereof and bankruptcy or insolvency, or the recipient thereafter collects any payments from others in respect financial or credit condition or financial default, of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amountsrelated Obligor.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the Servicer, such Servicer including, but not limited to (i) any representation or warranty made by the such Servicer under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the such Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the such Servicer to comply with any Applicable Law, (iii) the failure of the such Servicer to comply with its duties or obligations in accordance with the Agreement Agreement, or (iv) any litigation, proceedings or investigation against the Servicer, such Servicer excluding, however, (a) Indemnified Amounts which are determined by a final, non-appealable judgment of a court to have been incurred by reason of the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party the applicable Indemnified Party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 10.02 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts.

Indemnities by the Servicer. (a) Without limiting any other rights that Agent, any such Person Purchaser Agent, any Funding Source, any Purchaser or any of their respective Affiliates may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify (and pay upon demand to) each Indemnified Party, forthwith on demand, Party from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any of them, arising out of or resulting from (whether directly or indirectly): (a) the failure of any information contained in any Monthly Report or Weekly Report, as of the date such Monthly Report or Weekly Report is delivered pursuant to Section 8.5 to be true and correct, or the failure of any other information provided to such Indemnified Party by reason by, or on behalf of, the Servicer to be true and correct, (b) the failure of any actsrepresentation, omissions warranty or alleged acts statement made or omissions of the Servicer, including, but not limited to (i) any representation or warranty deemed made by the Servicer under or in connection with this Agreement or any other Transaction Documents Document to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf to have been true and correct as of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when date made or deemed made, (iic) the failure by the Servicer to comply with any Applicable Law, rule or regulation with respect to any Receivable or the related Contract, (iiid) any dispute, claim, offset or defense of the Obligor to the payment of any Receivable in, or purporting to be in, the Asset Portfolio resulting from or related to the collection activities with respect to such Receivable, (e) any failure of the Servicer to comply with perform its duties or obligations in accordance with the Agreement or (iv) any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes provisions hereof or any other Tax imposed on Transaction Document to which it is a party, (f) the commingling of Collections of Receivables at any time with other funds (including collections of Excluded Receivables and Gas Collections), (g) any amounts payable by the Agent to a Collection Bank under any Collection Account Agreement, (h) the existence of any “Linked Account” (as defined in the applicable Collection Account Agreement) with respect to any Collection Account (including any such “Linked Account” permitted hereunder) and any debit from or measured other charge against any Collection Account as a result of any “Settlement Item” (as defined in the applicable Collection Account Agreement) that originated in any account other than a Collection Account, (i) any civil penalty or fine assessed by income (OFAC or any interest other governmental authority administering any Anti-Corruption Law or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to Sanctions, and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 all reasonable costs and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts.expenses (including reasonable documented legal

Indemnities by the Servicer. (a) Without limiting any other rights that which the Administrative Agent, each Agent, each Lender or its assignee, the Backup Servicer, the Account Bank, the Collateral Custodian (if not DFC) or any such Person of their respective Affiliates may have hereunder or under Applicable Law, the initial Servicer hereby agrees to indemnify each the Indemnified Party, forthwith on demand, Parties from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by by, any such Indemnified Party by reason arising out of or as a result of the failure of the initial Servicer to perform its obligations under this Agreement, excluding, however, Indemnified Amounts to the extent resulting from the gross negligence, bad faith or willful misconduct on the part of any actsIndemnified Party. Without limiting the foregoing, omissions the initial Servicer shall indemnify the Indemnified Parties for Indemnified Amounts relating to or alleged acts or omissions of the Servicer, including, but not limited to resulting from: (i) reliance on any representation or warranty made or deemed made by the Servicer or any of its respective officers under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate this Agreement or any other information or report delivered by or on behalf of the Servicer pursuant heretoBasic Document, which shall have been false, false or incorrect or misleading in any material respect when made or deemed made, made or delivered; (ii) the failure by the Servicer to comply with any Applicable Lawterm, (iii) the provision or covenant contained in this Agreement or any other Basic Document to which it is a party or a failure of by the Servicer to comply with any term, provision or covenant contained in any agreement executed in connection with this Agreement or any other Basic Document, or with any Applicable Law with respect to any Contract or Receivable, the related Financed Vehicle or the non-conformity of any Contract with any such Applicable Law and any failure by DFC to perform its respective duties under the Contracts and Receivables included as a part of the Collateral; (iii) for so long as DFC is the Servicer, the failure to vest and maintain vested in the Administrative Agent a valid and enforceable security interest in any or all of the Collateral or a valid and enforceable first priority perfected security interest in any or all of the Collateral; (iv) for so long as DFC is the Servicer, the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws with respect to the Collateral, whether at the time of a Loan or at any subsequent time and as required by the Basic Documents; (v) any dispute, claim, offset or defense (other than the discharge in bankruptcy of the related Obligor) of an Obligor to the payment of any Receivable comprising a portion of the Collateral which is, or is purported to be, an Eligible Receivable (including a defense based on the Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms) or any other claim resulting from the sale or financing of the Financed Vehicle related to such Receivable (other than as a result of the bankruptcy or insolvency of the related Obligor); 133 149194398v7 (vi) any failure by the Servicer to perform its duties or obligations in accordance with the Agreement provisions of this Agreement; (vii) the failure by the Servicer to pay when due any Taxes for which the Servicer is liable, including sales, excise or personal property taxes payable in connection with the Collateral; (ivviii) any litigation, proceedings proceeding or investigation against relating to arising from the obligation of the Servicer under the Basic Documents to which it is a party, the transactions contemplated hereby and thereby, or any other investigation, litigation or proceeding relating to the Servicer in which any Indemnified Party becomes involved as a result of any of the transactions contemplated by such Basic Documents; (ix) any claim brought by any Person arising from any activity by the Servicer in servicing, administering or collecting any Receivable; (x) to the extent caused by actions or inactions of the Servicer, excludingthe failure of the Lockbox Bank to remit any amounts or items of payment held in the Lockbox Account pursuant to the instructions of the Administrative Agent given in accordance with this Agreement or the other Basic Documents, howeverwhether by reason or the exercise of setoff rights or otherwise; and (xi) all reasonable and documented fees, costs and expenses (aincluding reasonable legal fees and expenses) incurred by any Lender, their respective Credit Providers or the Administrative Agent in connection with any amendments or supplements or waivers or consents (including review and analysis thereof) with respect to the Basic Documents or any other document or instrument delivered pursuant hereto or thereto (whether or not the same is finally agreed to) if the same is requested by the Servicer. Notwithstanding the foregoing, in no event shall any Indemnified Party be indemnified against any Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified PartyAmounts are or result from (A) Excluded Taxes, (B) non-payment by any Obligor of any amount that is due and payable under the related Receivable, or (bC) under any Federal, state loss in value of any Financed Vehicle or local income or franchise taxes or any other Tax imposed on or measured Permitted Investments for reasons that are not caused by income (or any interest or penalties with respect thereto or arising from a failure the Servicer. Any amounts subject to comply therewith) required to the indemnification provisions of this Section shall be paid by such the Servicer to the related Indemnified Party in connection herewith to any taxing authoritywithin 20 Business Days following written demand therefor. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts9.03.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, with a copy to the Documentation Agent, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to including (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate Required Report or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement Agreement, or (iv) any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts to the extent resulting from (A) gross negligence or negligence, willful misconduct or bad faith on the part of any Indemnified Party, (B) a claim brought by the Servicer or the Borrower against an Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Transaction Document as to which such breach shall have been found to have occurred by final order of a court of competent jurisdiction, and or (bC) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a partyDocument, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement or Transaction Documents, (iv) any litigation, proceedings or investigation against the Servicer, excluding(v) a past, present or future violation or alleged violation of any Environmental Law in connection with any real property that serves as a collateral for a Contract by any Person or other source, whether related or unrelated to the Borrower, the Servicer or the Originator, (vi) any Lessee is in violation of or adversely affected by the provisions of any Anti-Terrorism Law; (vii) any indemnification obligation that arises pursuant to the Lockbox Control Agreement (including, without limitation, any indemnification obligation set forth therein), (viii) the failure of the Servicer to cooperate in connection with an orderly transition of servicing, (ix) any reasonable out-of-pocket costs and/or expenses required in connection with the retitling of any Titled Equipment to the name of the Borrower, or changing the name of the secured party on a certificate of title for Titled Equipment to the name of the Borrower or its designee, following a Servicer Default or Event of Default, or (x) the exercise of control over the Lockbox Account; provided, however, in the event the Backup Servicer is appointed as Successor Servicer, (ax) Indemnified Amounts the Backup Servicer shall have no indemnification obligation with respect to clause (viii), (y) the indemnification obligations of the Backup Servicer are limited as set forth in Section 7.8(b), and, (z) as more particularly set forth in Section 7.8(c), the Backup Servicer shall have no liability for Predecessor Servicer Work Product. The parties agree that the provisions of this Section 11.2 shall not be interpreted to provide recourse to the extent resulting from gross negligence initial Servicer against loss by reason of the bankruptcy, insolvency or willful misconduct on the part lack of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties creditworthiness of a Lessee with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authorityContract. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts.

Indemnities by the Servicer. (a) Without limiting any other rights that Agent, any such Person Purchaser Agent, any Funding Source, any Purchaser or any of their respective Affiliates may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify (and pay upon demand to) each Indemnified Party, forthwith on demand, Party from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any of them, arising out of or resulting from (whether directly or indirectly): (a) the failure of any information contained in any Monthly Report or Weekly Report, as of the date such Monthly Report or Weekly Report is delivered pursuant to Section 8.5 to be true and correct, or the failure of any other information provided to such Indemnified Party by reason by, or on behalf of, the Servicer to be true and correct, (b) the failure of any actsrepresentation, omissions warranty or alleged acts statement made or omissions of the Servicer, including, but not limited to (i) any representation or warranty deemed made by the Servicer under or in connection with this Agreement or any other Transaction Documents Document to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf to have been true and correct as of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when date made or deemed made, (iic) the failure by the Servicer to comply with any Applicable Law, rule or regulation with respect to any Receivable or the related Contract, (iiid) any dispute, claim, offset or defense of the Obligor to the payment of any Receivable in, or purporting to be in, the Asset Portfolio resulting from or related to the collection activities with respect to such Receivable, (e) any failure of the Servicer to comply with perform its duties or obligations in accordance with the Agreement or (iv) any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes provisions hereof or any other Tax imposed on Transaction Document to which it is a party, (f) the commingling of Collections of Receivables at any time with other funds (including collections of Excluded Receivables and Gas Collections), (g) any amounts payable by the Agent 736370695 19636993 RECEIVABLES PURCHASE AGREEMENT to a Collection Bank under any Collection Account Agreement, (h) the existence of any “Linked Account” (as defined in the applicable Collection Account Agreement) with respect to any Collection Account (including any such “Linked Account” permitted hereunder) and any debit from or measured other charge against any Collection Account as a result of any “Settlement Item” (as defined in the applicable Collection Account Agreement) that originated in any account other than a Collection Account, (i) any civil penalty or fine assessed by income (OFAC or any interest other governmental authority administering any Anti-Terrorism Law, Anti-Corruption Law or penalties Sanctions, and all reasonable costs and expenses (including reasonable documented legal fees and disbursements) incurred in connection with respect thereto or arising from a failure to comply therewith) required to be paid by such defense thereof by, any Indemnified Party in connection herewith with the Transaction Documents as a result of any action of the Seller or any of its respective Affiliates, (j) the failure of any Collections to be remitted directly from a Utility Account to a Collection Account or (k) any taxing authority. The provisions breach of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this covenants of Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts7.1(l); excluding, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts.however:

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, the Borrower, and their respective managers, officers, directors, employees and agents (collectively, the “Servicer Indemnified Parties”) forthwith on demand, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason of any acts, acts or omissions of the Servicer arising out of any acts or omissions or alleged acts or omissions of the Servicer, including, but not limited to (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate Document or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with this Agreement, (iv) any gross negligence, willful misconduct, bad faith or fraud on the Agreement part of the Servicer or (ivv) any litigation, proceedings or investigation against the Servicer in connection with any Transaction Document or its role as Servicer hereunder solely to the extent arising from the Servicer, ’s breach of its obligations and duties under this Agreement or any other Transaction Document to which it is a party excluding, however, (a) any Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such any Servicer Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party a Servicer Indemnified Party subject to the limitations hereof. If The parties agree that the Servicer has made any indemnity payment pursuant to provisions of this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient 10.2 shall repay not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy, insolvency or lack of creditworthiness of an amount equal Obligor with respect to the amount it has collected from others in respect of such indemnified amountsany Loan.

Indemnities by the Servicer. (a) Without limiting any other rights that which the Administrative Agent, each Agent, each Lender or its assignee, the Backup Servicer, the Account Bank, the Collateral Custodian (if not DFC) or any such Person of their respective Affiliates may have hereunder or under Applicable Law, the initial Servicer hereby agrees to indemnify each the Indemnified Party, forthwith on demand, Parties from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by by, any such Indemnified Party by reason arising out of or as a result of the failure of the initial Servicer to perform its obligations under this Agreement, excluding, however, Indemnified Amounts to the extent resulting from the gross negligence, bad faith or willful misconduct on the part of any actsIndemnified Party. Without limiting the foregoing, omissions the initial Servicer shall indemnify the Indemnified Parties for Indemnified Amounts relating to or alleged acts or omissions of the Servicer, including, but not limited to resulting from: (i) reliance on any representation or warranty made or deemed made by the Servicer or any of its respective officers under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate this Agreement or any other information or report delivered by or on behalf of the Servicer pursuant heretoBasic Document, which shall have been false, false or incorrect or misleading in any material respect when made or deemed made, made or delivered; (ii) the failure by the Servicer to comply with any Applicable Lawterm, (iii) the provision or covenant contained in this Agreement or any other Basic Document to which it is a party or a failure of by the Servicer to comply with any term, provision or covenant contained in any agreement executed in connection with this Agreement or any other Basic Document, or with any Applicable Law with respect to any Contract or Receivable, the related Financed Vehicle or the non-conformity of any Contract with any such Applicable Law and any failure by DFC to perform its respective duties under the Contracts and Receivables included as a part of the Collateral; (iii) for so long as DFC is the Servicer, the failure to vest and maintain vested in the Administrative Agent a valid and enforceable security interest in any or obligations all of the Collateral or a valid and enforceable first priority perfected security interest in any or all of the Collateral; (iv) for so long as DFC is the Servicer, the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws with respect to the Collateral, whether at the time of a Loan or at any subsequent time and as required by the Basic Documents; (v) any dispute, claim, offset or defense (other than the discharge in bankruptcy of the related Obligor) of an Obligor to the payment of any Receivable comprising a portion of the Collateral which is, or is purported to be, an Eligible Receivable (including a defense based on the Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with the Agreement or (ivits terms) any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on claim resulting from the sale or measured by income financing of the Financed Vehicle related to such Receivable (other than as a result of the bankruptcy or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions insolvency of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts.related Obligor); 131

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person which the Indemnified Parties may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each the Indemnified PartyParties (and, forthwith on demandfollowing the appointment of a Successor Servicer, the term “Indemnified Parties” herein shall include the Heights/SouthernCo Entities) from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by by, any such Indemnified Party (as determined by reason a court of competent jurisdiction) relating to or arising from any acts, omissions or alleged acts or omissions of the Servicerfollowing (excluding, includinghowever, but not limited to (i) Indemnified Amounts to the extent resulting from the gross negligence, bad faith or willful misconduct on the part of any Indemnified Party and (ii) in the case of the initial Servicer, Indemnified Amounts to the extent the same include losses in respect of Loans that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor): (i) reliance on any written representation or warranty made or deemed made by the Servicer any Subservicer or any of each of their respective officers under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant heretothis Agreement, which shall have been false, false or incorrect or misleading in any material respect when made or deemed made, made or delivered; (ii) the failure by the Servicer or any Subservicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement or (iv) any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence any term, provision or willful misconduct on the part of such Indemnified Party, and covenant contained in this Agreement or any other Basic Document or (b) under any Federalterm, state provision or local income or franchise taxes covenant contained in any agreement executed in connection with this Agreement or any other Tax imposed on Basic Document, or measured by income (or with any interest or penalties Applicable Law with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts.any

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement, (iv) the failure by the Servicer to comply with any of the covenants relating to the Hedging Agreement in accordance with the Transaction Documents or (ivv) any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such 115 Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party the applicable Indemnified Party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 10.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person an Indemnified Party may have hereunder or under Applicable Lawapplicable law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, Party from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or which may be imposed on, incurred by any such or asserted against an Indemnified Party by reason in any way arising out of or relating to any acts, omissions or alleged acts or omissions breach of the Servicer, including, but not limited to (i) any representation or warranty made by the Servicer 's obligations under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement or (iv) any litigation, proceedings or investigation against the Servicerthis Agreement, excluding, however, (aA) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, (B) recourse solely for uncollectible and uncollected Transferred Receivables and (bC) under any Federalconsequential, state indirect, punitive or local income exemplary damages; provided, however, that if a court of competent jurisdiction in a final -------- non-appealable order determines that such Indemnified Amounts arose in part from such Indemnified Party's gross negligence or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by wilful misconduct, the Servicer shall reimburse such Indemnified Party in connection herewith to for the portion of such Claim not resulting from such Indemnified Party's gross negligence or wilful misconduct. To the extent such a determination of gross negligence or wilful misconduct is made after payment of any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If Indemnified Amounts related thereto, the Servicer has made shall be repaid any indemnity payment pursuant amounts reimbursed under the preceding clause that due to this Section 9.2 such determination it should not have paid. Without limiting or being limited by the foregoing, the Servicer shall pay on demand to each Indemnified Party any and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of all amounts necessary to indemnify such Indemnified Amounts, the recipient shall repay Party from and against any and all Indemnified Amounts relating to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts.or resulting from:

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person Indemnified Party may have hereunder or under Applicable Law, rules or regulations, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, Party from and against any and all Indemnified Amounts arising out of or resulting from (calculated without duplication whether directly or indirectly): (a) the failure of Indemnified Amounts paid by any information contained in any Information Package or Interim Report to be true and correct, or the Borrower pursuant failure of any other information provided to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason by, or on behalf of, the Servicer to be true and correct, (b) the failure of any actsrepresentation, omissions warranty or alleged acts statement made or omissions of the Servicer, including, but not limited to (i) any representation or warranty deemed made by the Servicer (or any of its officers) under or in connection with this Agreement or any other Transaction Documents Document to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf party to have been true and correct as of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when date made or deemed made when made, (iic) the failure by the Servicer to comply with any Applicable Law, rule or regulation with respect to any Pool Receivable or the related Contract, or the failure of any Pool Receivable or the related Contract to conform to any such Applicable Law, (iiid) any dispute, claim, offset or defense of the Obligor (other than as a result of discharge in bankruptcy with respect to such Obligor) to the payment of any Receivable in, or purporting to be in, the Receivables Pool resulting from or related to the collection activities with respect to such Receivable, (e) any commingling of funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled hereunder with any other funds, (f) any failure of a Lock-Box Bank to comply with the terms of the applicable Lock-Box Agreement, the termination by a Lock-Box Bank of any Lock-Box Agreement or any amounts (including in respect of any indemnity) payable by the Administrator to a Lock-Box Bank under any Lock-Box Agreement or (g) any failure of the Servicer to comply with perform its duties or obligations in accordance with the Agreement provisions hereof or (iv) any litigationother Transaction Document to which it is a party. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold it harmless, proceedings or investigation against then the Servicer, excluding, however, (a) Indemnified Amounts Servicer shall contribute to the extent resulting from gross negligence amount paid or willful misconduct payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative economic interests of the Servicer and its Affiliates on the part one hand and such Indemnified Party on the other hand in the matters contemplated by this Agreement as well as the relative fault of the Servicer and its Affiliates and such Indemnified Party with respect to such loss, claim, damage or liability and any other relevant equitable considerations in any event to the maximum extent permitted under Applicable Law. The reimbursement, indemnity and contribution obligations of the Servicer under this Section shall be in addition to any liability which the Servicer may otherwise have, shall extend upon the same terms and conditions to Indemnified Party, and (b) shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Servicer and the Indemnified Parties. Any indemnification or contribution obligations under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions this Section shall survive the termination of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amountsAgreement.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement Agreement, or (iv) any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts to the extent resulting from (A) gross negligence or negligence, willful misconduct or bad faith on the part of any Indemnified Party, (B) a claim brought by the Servicer or the Borrower against an Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Transaction Document as to which such breach shall have been found to have occurred by final order of a court of competent jurisdiction, and or (bC) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts.

Indemnities by the Servicer. (a) Without limiting any other rights that the Agent, the Lender or any such Person other Indemnified Party may have hereunder or under Applicable Lawapplicable law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demandParty not the Servicer, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) Damages awarded against or incurred by any such Indemnified Party by reason of them arising out of or as a result of: (a) the failure of any actsinformation contained in a Servicer Report to be true and correct, omissions or alleged acts the failure of any other information provided to the Lender or omissions the Agent by, or on behalf of, the Servicer to be true and correct, (b) the failure of the Servicerany representation, including, but not limited to (i) any representation warranty or warranty statement made by the Servicer (or any of its officers) under or in connection with any Transaction Documents this Agreement to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf have been true and correct as of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when date made or deemed made in all respects when made, (iic) the failure by the Servicer to comply with any Applicable Lawapplicable law, rule or regulation with respect to the servicing or collecting of any Mortgage Loan, the Related Security or the related documents, instruments and agreements in the related Mortgage File with respect to the Servicer’s servicing or collecting of the Mortgage Loans, (iiid) any dispute, claim, offset or defense of any Obligor related to the collection activities of the Servicer with respect to any Mortgage Loan, which activities are in violation any law, rule or regulation or the related Mortgage or Mortgage Note, or (e) any failure of the Servicer to comply with perform its duties or obligations in accordance with the Agreement or (iv) provisions of any litigationTransaction Document; provided, proceedings or investigation against however the Servicer, excluding, however, (a) Servicer shall not be liable so long as it is acting consistently with the Credit and Collection Policy and in a commercially reasonable manner and provided further that the Servicer shall not indemnify any Indemnified Amounts Party to the extent resulting such acts or omissions were attributable to the fraud, gross negligence, breach of fiduciary duty, willful misconduct or material breach of this Agreement or any other Transaction Document on the part of any Indemnified Party. Any indemnification pursuant to this Section 5.2 shall be payable only from the assets of the Servicer and shall be payable within ten (10) days after demand. Notwithstanding anything herein to the contrary, the indemnification obligations of Lyon or any other successor Servicer, upon becoming the successor Servicer hereunder, are expressly limited to those instances of gross negligence or willful misconduct on the part of such Indemnified Partysuccessor Servicer. Under no circumstances will any successor Servicer be liable for indirect, and (b) under any Federalspecial, state consequential or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amountsincidental damages.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer (if an Affiliate of the Borrower or the Originator) hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement or Agreement, (iv) any litigation, proceedings or investigation against the Servicer, or (v) the occurrence of a Subordination Event occurring as a result of the conduct of the Servicer, excluding, however, (a) Indemnified Amounts to the extent (i) resulting from gross negligence or willful misconduct on the part of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party or (ii) arising in connection herewith respect of Taxes excluded from the definition of Additional Amount pursuant to any taxing authoritySection 2.12(a). The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts.

Indemnities by the Servicer. (am) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, with a copy to the Documentation Agent, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party (i) by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to including (iA) any representation or warranty made by the Servicer under or in connection with any Transaction Documents (including the structuring hereof and syndication of commitments hereunder to the extent that any such Indemnified Party had been engaged therefor) to which it is a party, any Monthly Report, Servicer’s Certificate Required Report or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (iiB) the failure by the Servicer to comply with any Applicable Law, (iiiC) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement Agreement, or (ivD) any litigation, proceedings or investigation against the Servicer, or (ii) the structuring of this Agreement or the syndication of commitments hereunder and to the extent that any such Indemnified Party had been engaged therefor, in each case excluding, however, (a) Indemnified Amounts with respect to an Indemnified Party to the extent resulting from (A) gross negligence or negligence, willful misconduct or bad faith on the part of such Indemnified Party as determined in a final and nonappealable judgment or order of a court of competent jurisdiction, (B) a claim brought by the Servicer or the Borrower against such Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Transaction Document as to which such breach shall have been found to have occurred by a final and nonappealable judgment or order of a court of competent jurisdiction, and or (bC) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made makes any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others other persons in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others other persons in respect of such indemnified amountsIndemnified Amounts.

Indemnities by the Servicer. (a) Without limiting any other rights that which the Administrative Agent, each Agent, each Lender or its assignee, the Backup Servicer, the Account Bank, the Collateral Custodian (if not DFC) or any such Person of their respective Affiliates may have hereunder or under Applicable Law, the initial Servicer hereby agrees to indemnify each the Indemnified Party, forthwith on demand, Parties from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by by, any such Indemnified Party by reason arising out of or as a result of the failure of the initial Servicer to perform its obligations under this Agreement, excluding, however, Indemnified Amounts to the extent resulting from the gross negligence, bad faith or willful misconduct on the part of any actsIndemnified Party. Without limiting the foregoing, omissions the initial Servicer shall indemnify the Indemnified Parties for Indemnified Amounts relating to or alleged acts or omissions of the Servicer, including, but not limited to resulting from: (i) reliance on any representation or warranty made or deemed made by the Servicer or any of its respective officers under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate this Agreement or any other information or report delivered by or on behalf of the Servicer pursuant heretoBasic Document, which shall have been false, false or incorrect or misleading in any material respect when made or deemed made, made or delivered; (ii) the failure by the Servicer to comply with any Applicable Lawterm, (iii) the provision or covenant contained in this Agreement or any other Basic Document to which it is a party or a failure of by the Servicer to comply with any term, provision or covenant contained in any agreement executed in connection with this Agreement or any other Basic Document, or with any Applicable Law with respect to any Contract or Receivable, the related Financed Vehicle or the non-conformity of any Contract with any such Applicable Law and any failure by DFC to perform its respective duties under the Contracts and Receivables included as a part of the Collateral; (iii) for so long as DFC is the Servicer, the failure to vest and maintain vested in the Administrative Agent a valid and enforceable security interest in any or all of the Collateral or a valid and enforceable first priority perfected security interest in any or all of the Collateral; (iv) for so long as DFC is the Servicer, the failure to file, or any delay in filing, financing statements or other similar instruments or documents under DB1/ 139452285.4 126 154304283v7 the UCC of any applicable jurisdiction or other Applicable Laws with respect to the Collateral, whether at the time of a Loan or at any subsequent time and as required by the Basic Documents; (v) any dispute, claim, offset or defense (other than the discharge in bankruptcy of the related Obligor) of an Obligor to the payment of any Receivable comprising a portion of the Collateral which is, or is purported to be, an Eligible Receivable (including a defense based on the Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms) or any other claim resulting from the sale or financing of the Financed Vehicle related to such Receivable (other than as a result of the bankruptcy or insolvency of the related Obligor); (vi) any failure by the Servicer to perform its duties or obligations in accordance with the Agreement provisions of this Agreement; (vii) the failure by the Servicer to pay when due any Taxes for which the Servicer is liable, including sales, excise or personal property taxes payable in connection with the Collateral; (ivviii) any litigation, proceedings proceeding or investigation against relating to arising from the obligation of the Servicer under the Basic Documents to which it is a party, the transactions contemplated hereby and thereby, or any other investigation, litigation or proceeding relating to the Servicer in which any Indemnified Party becomes involved as a result of any of the transactions contemplated by such Basic Documents; (ix) any claim brought by any Person arising from any activity by the Servicer in servicing, administering or collecting any Receivable; (x) to the extent caused by actions or inactions of the Servicer, excludingthe failure of the Lockbox Bank to remit any amounts or items of payment held in the Lockbox Account pursuant to the instructions of the Administrative Agent given in accordance with this Agreement or the other Basic Documents, howeverwhether by reason or the exercise of setoff rights or otherwise; and (xi) all reasonable and documented fees, costs and expenses (aincluding reasonable legal fees and expenses) incurred by any Lender or the Administrative Agent in connection with any amendments or supplements or waivers or consents (including review and analysis thereof) with respect to the Basic Documents or any other document or instrument delivered pursuant hereto or thereto (whether or not the same is finally agreed to) if the same is requested by the Servicer. Notwithstanding the foregoing, in no event shall any Indemnified Party be indemnified against any Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified PartyAmounts are or result from (A) Excluded Taxes, (B) non-payment by any Obligor of any amount that is due and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts.payable under

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer (if an Affiliate of the Borrower or the Originator) hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a party, any Monthly Periodic Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement or Agreement, (iv) any litigation, proceedings or investigation against the Servicer, or (v) the occurrence of a Subordination Event occurring as a result of the conduct of the Servicer, excluding, however, (a) Indemnified Amounts to the extent (i) resulting from gross negligence or willful misconduct on the part of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such the applicable Indemnified Party or (ii) arising in connection herewith respect of Taxes excluded from the definition of Additional Amount pursuant to any taxing authoritySection 2.12(a). The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts.

Indemnities by the Servicer. (a) a. Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, with a copy to the Documentation Agent, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party (i) by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to including (iA) any representation or warranty made by the Servicer under or in connection with any Transaction Documents (including the structuring hereof and syndication of commitments hereunder to the extent that any such Indemnified Party had been engaged therefor) to which it is a party, any Monthly Report, Servicer’s Certificate Required Report or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (iiB) the failure by the Servicer to comply with any Applicable Law, (iiiC) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement Agreement, or (ivD) any litigation, proceedings or investigation against the Servicer, or (ii) the structuring of this Agreement or the syndication of commitments hereunder and to the extent that any such Indemnified Party had been engaged therefor, in each case excluding, however, (a) Indemnified Amounts with respect to an Indemnified Party to the extent resulting from (A) gross negligence or negligence, willful misconduct or bad faith on the part of such Indemnified Party as determined in a final and non-appealable judgment or order of a court of competent jurisdiction, (B) a claim brought by the Servicer or the Borrower against such Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Transaction Document as to which such breach shall have been found to have occurred by a final and non-appealable judgment or order of a court of competent jurisdiction, and or (bC) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made makes any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others other persons in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others other persons in respect of such indemnified amountsIndemnified Amounts.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person Indemnified Party may have hereunder or under Applicable Lawapplicable law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, Party from and against any and all Indemnified Amounts arising out of or resulting from (calculated without duplication whether directly or indirectly): (a) the failure of Indemnified Amounts paid by any information contained in any Information Package or any Weekly Report to be true and correct, or the Borrower pursuant failure of any other information provided to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason by, or on behalf of, the Servicer to be true and correct, (b) the failure of any actsrepresentation, omissions warranty or alleged acts statement made or omissions of the Servicer, including, but not limited to (i) any representation or warranty deemed made by the Servicer (or any of its officers) under or in connection with this Agreement or any other Transaction Documents Document to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf party to have been true and correct as of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when date made or deemed made in all respects when made, (iic) the failure by the Servicer to comply with any Applicable Lawapplicable law, rule or regulation with respect to any Pool Receivable or the related Contract, (iiid) any dispute, claim, offset or defense of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool resulting from or related to the collection activities with respect to such Receivable and not resulting from the financial inability of the Obligor to pay or (e) any failure of the Servicer to comply with perform its duties or obligations in accordance with the provisions of this Agreement or (iv) any litigation, proceedings or investigation against the Servicer, other Transaction Document to which it is a party; excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct of the Indemnified Party seeking indemnification, (b) any indemnification for non-payment of any Receivable as a consequence of the bankruptcy or insolvency of the Obligor or other credit-related reasons with respect to the Obligor, and (c) (I) any net income or franchise tax imposed on an Indemnified Party by the part jurisdiction under whose laws such Indemnified Party is organized, the jurisdiction of such Indemnified Party’s principal place of business or the jurisdiction in which such Indemnified Party holds its undivided percentage ownership interest in the Purchased Interest, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income political subdivision thereof, (or II) any interest or penalties with respect thereto or arising from a tax attributable to any Indemnified Party’s failure to comply therewithwith Section 1.10(c), or (III) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amountsU.S. federal withholding Taxes imposed under FATCA.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the The Servicer hereby agrees to indemnify and hold harmless each Lender Indemnified PartyPerson, forthwith on demandthe Borrower and any of its officers, directors, employees or agents (each, an "Indemnified Person") from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against loss, liability, expense, damage or incurred by any such Indemnified Party injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions of the Servicerarising out of, or relating to, its activities pursuant to this Agreement, including, but not limited to to, any judgment, award, settlement, reasonable attorneys fees and other reasonable costs or expenses incurred in connection therewith; provided that the Servicer shall not indemnify any Indemnified Person for any liability, cost or expense of such Indemnified Person (i) arising from a default by an Obligor with respect to any representation or warranty Receivable (except that indemnification shall be made by to the Servicer under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf extent that such default arises out of the Servicer pursuant hereto, which shall have been false, incorrect Servicer's failure to perform its duties or misleading in any material respect when made or deemed madeobligations under this Agreement), (ii) to the failure by extent that such liability, cost or expense arises from the Servicer to comply with any Applicable Lawgross negligence, bad faith or willful misconduct of such Indemnified Person, or (iii) the failure of the Servicer with respect to comply with its duties or obligations in accordance with the Agreement or (iv) any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, and (b) under any Federalfederal, state or local income or franchise taxes or any other Tax taxes imposed on or measured by income (or any interest or penalties or additions with respect thereto or arising from a failure to comply therewiththereto) required to be paid by such Indemnified Party the Lender in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to to, and be enforceable by an by, any injured party subject and shall survive the termination of this Agreement or the resignation of the Servicer. In addition to the limitations hereof. If foregoing, the Servicer has made shall indemnify and hold harmless each Indemnified Person from and against any indemnity payment pursuant to loss, liability, expense, damage or injury suffered or sustained by reason of a breach by the Servicer of any covenant contained in this Section 9.2 and such payment fully indemnified Agreement that materially adversely affects the recipient thereof interests of the Borrower or the Lender under this Agreement and the recipient thereafter collects other Related Documents with respect to any payments from others Receivable (an "Indemnification Event"), in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect Outstanding Balance at such time of such indemnified amountsReceivable. Payment shall occur on or prior to the 30th Business Day after the day such Indemnification Event becomes known to the Servicer unless such Indemnification Event shall have been cured on or before such day.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person Indemnified Party may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify and hold harmless each Indemnified Party, forthwith on demand, Party from and against any and all Indemnified Amounts incurred by any of them and arising out of, relating to or in connection with (calculated without duplication i) any breach of Indemnified Amounts paid any representation, warranty or agreement by the Borrower pursuant Servicer in any Transaction Document; (ii) the failure of any information contained in an Information Package to Section 9.1 above) awarded against be true and correct, or incurred by the failure of any other information provided to any such Indemnified Party by reason of any actsby, omissions or alleged acts or omissions of the Servicer, including, but not limited to (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of of, the Servicer pursuant hereto, which shall have been false, incorrect or misleading (in any material respect when made capacity) to be true and correct; (iii) any gross negligence or deemed madewillful misconduct on the Servicer’s (in any capacity) part arising out of, relating to, in connection with, or affecting any transaction contemplated by the Transaction Documents, any Pool Receivable or any Related Asset; (iiiv) the failure by the Servicer (in any capacity) to comply with any Applicable Law, rule or regulation with respect to any Pool Receivable or the related Contract or its servicing thereof; or (iiiv) any commingling of any funds by the failure Servicer (in any capacity) with any of the Servicer Servicer’s funds or the funds of any other Person; provided that such indemnity shall not, as to comply with its duties or obligations in accordance with the Agreement or (iv) any litigationIndemnified Party, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts be available to the extent resulting that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction in a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct on the part of such Indemnified Party, and (by) result from a claim brought by the Servicer against an Indemnified Party for breach of such Indemnified Party’s obligations hereunder or under any Federalother Transaction Document, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If if the Servicer has made any indemnity payment pursuant obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) constitute recourse with respect to this Section 9.2 and such payment fully indemnified a Pool Receivable by reason of the recipient thereof and bankruptcy or insolvency, or the recipient thereafter collects any payments from others in respect financial or credit condition or financial default, of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amountsrelated Obligor.