Common use of General Indemnity Clause in Contracts

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable Law, but subject to Sections 12.1(b) and 13.5, Seller agrees to indemnify and hold harmless Administrative Agent, each Program Administrator, each Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of the foregoing and each of their respective Affiliates, and all directors, members, managers, directors, shareholders, officers, employees and attorneys or agents of any of the foregoing (each an “Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses (including all filing fees), including reasonable attorneys’, consultants’ and accountants’ fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3, (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of, relating to or in connection with the Transaction Documents, any of the transactions contemplated thereby, or the ownership, maintenance or funding, directly or indirectly, of the Asset Interest (or any part thereof) or in respect of or related to any Collateral, including Pool Receivables or any Related Assets or otherwise arising out of or relating to or in connection with the actions or inactions of Seller, Master Servicer or any other party to a Transaction Document (other than such Indemnified Party), provided, however, notwithstanding anything to the contrary in this Article XII, excluding Indemnified Amounts solely to the extent (x) determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct on the part of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction or (y) they constitute recourse with respect to a Pool Receivable and the Related Assets by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor. Without limiting the foregoing, Seller shall indemnify, subject to the express limitations set forth in this Section 12.1, and hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to or in connection with:

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable Applicable Law, but subject to Sections 12.1(b) and 13.5, Seller agrees to indemnify and hold harmless Administrative Agent, each Program Administrator, each Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or Agent, any Purchaser Agent, any assignee or successor of any of the foregoing and each of their respective Affiliates, and all directors, members, managers, directors, shareholders, officers, employees and attorneys or agents of any of the foregoing (each an “Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses (including all filing fees), including reasonable attorneys’, consultants’ and accountants’ fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3, 4.3 (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of, relating to or in connection with the Transaction Documents, any of the transactions contemplated thereby, or the ownership, maintenance or funding, directly or indirectly, of the Asset Interest (or any part thereof) or in respect of or related to any CollateralSeller Assets, including Pool Receivables Assets or any Related Assets or otherwise arising out of or relating to or in connection with resulting from the actions or inactions of Seller, Master Servicer any Originator, Servicer, CHS, Performance Guarantor or any other party to a Transaction Document (other than such Indemnified Party), Document; provided, however, notwithstanding anything to the contrary in this Article XII, excluding in all events there shall be excluded from the foregoing indemnification any damages, claims, losses, costs, expenses, liabilities or other Indemnified Amounts solely to the extent resulting from (x) determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct on the part of such an Indemnified Party as determined by in a final non-appealable judgment by a court of competent jurisdiction or (y) they constitute recourse with respect the failure of an Account Debtor or Obligor to a pay any sum due under its Pool Receivable and the Related Assets by reason of bankruptcy or insolvency, or the financial or credit condition of such Account Debtor or financial default, Obligor (including the occurrence of an Insolvency Event with respect to the related applicable Account Debtor or Obligor). Without limiting the foregoing, Seller shall indemnify, subject to the express limitations set forth in this Section 12.1, and hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to or in connection withresulting from:

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable Applicable Law, but subject to Sections 12.1(b7.1(b) and 13.58.6, Seller the Originator hereby agrees to indemnify and hold harmless Administrative AgentBuyer, each Program Administrator, each Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of the foregoing Buyer’s Affiliates and each all of their respective Affiliatessuccessors, transferees, participants and assigns, all Persons referred to in Section 8.4 hereof, and all directorsassigns, officers, members, managers, directors, shareholders, officers, employees and attorneys or agents of any of the foregoing (each an “Originator Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, losses and liabilities and related costs and expenses (including all filing fees), including reasonable attorneys’, consultants’ and accountants’ fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3, Attorney Costs) (all of the foregoing being collectively referred to as “Originator Indemnified Amounts”) awarded against or incurred by any of them arising out of, relating to of or in connection with the resulting from this Agreement or any other Transaction DocumentsDocument, any of the transactions contemplated thereby, or the ownership, maintenance or funding, directly or indirectly, purchasing of the Asset Interest (or any part thereof) Receivables or in respect of or related to any Collateral, including Pool Receivables Receivable or any Related Assets or otherwise arising out of or relating to or in connection with the actions or inactions of Seller, Master Servicer or any other party to a Transaction Document Outfront Party; excluding however (other than such Indemnified Party), provided, however, notwithstanding anything to the contrary in this Article XII, excluding a) Originator Indemnified Amounts solely to the extent (x) determined by a final non-appealable judgment of a court of competent jurisdiction to have holds that the Originator Indemnified Amounts resulted solely from the gross negligence or willful misconduct on by the part of such Originator Indemnified Party as determined by a final seeking indemnification or any material breach of the obligations of the Originator Indemnified Party under the Transaction Documents, (b) Taxes (other than Taxes that represent losses, claims, damages etc. arising from any non-appealable judgment by a court of competent jurisdiction or Tax claim) and (yc) they constitute Originator Indemnified Amounts constituting recourse with respect to a Pool Receivable and or the Related Assets Asset by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor. Without limiting or being limited by the foregoing, Seller the Originator shall indemnify, subject pay on demand to the express limitations set forth in this Section 12.1, and hold harmless each Originator Indemnified Party for any and all amounts necessary to indemnify the Originator Indemnified Party from and against any and all Originator Indemnified Amounts arising out of, relating to or resulting from any of the following (but excluding Originator Indemnified Amounts and Taxes described in connection with:clauses (a), (b) and (c) above (other than the Taxes specifically enumerated in clauses (xvi) and (xviii) below)):

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable Law, but subject to Sections 12.1(b) and 13.5, Seller The Lessee hereby agrees to indemnify assume liability for, and hold does hereby agree to indemnify, protect, save and keep harmless Administrative Agent, each Program Administrator, each Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent (provided such indemnity shall not extend to the Manufacturer of Administrative Agent the Aircraft or any Purchaser Agentof its component parts and their affiliates for any claims arising out of Manufacturer's legal liability as a manufacturer, any assignee repairer or successor supplier of the Aircraft or any of the foregoing and its component parts) each of their respective Affiliates, and all directors, members, managers, directors, shareholders, officers, employees and attorneys or agents of any of the foregoing (each an “Indemnified Party”), forthwith on demand, Party from and against any and all damagesliabilities, obligations, losses, claimsdamages, liabilities penalties, claims (including claims by an employee of the Lessee or any of its agents or contractors), actions, suits and related costs costs, judgments, expenses and expenses (including all filing fees)disbursements, including reasonable attorneys’, consultants’ and accountants’ legal fees and disbursements but expenses, of whatsoever kind and nature excluding all Excluded Taxes other than any amounts reimbursable pursuant to (for purposes of this Section 3.314(h) collectively called "Expenses"), (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded imposed on, asserted against or incurred by any of them Indemnified Party, in any way resulting from or arising out ofof (i) this Lease and the other Operative Agreements, relating to (ii) the construction, installation, ownership, design, maintenance, storage, delivery, lease, sublease, possession, use, operations or condition of any Airframe, Engine or Propeller or engine or propeller used in connection with the Transaction DocumentsAircraft (including, without limitation, latent and other defects, whether or not discoverable by the Indemnified Party or the Lessee, and any of claim for patent, trademark or copyright infringement and any claim arising under the transactions contemplated therebystrict liability doctrine in tort), or (iii) the ownershipsale or other disposition of any Airframe, maintenance Engine or funding, directly or indirectly, of the Asset Interest (Propeller or any part thereofportion thereof pursuant to Section 8, 9 or 16 or Exhibit D hereof. . Except to the extent fairly attributable to the failure of Lessee fully to discharge its obligations under this Lease the indemnities contained in this Section 14(h) or in respect of or related shall not apply, as to any CollateralIndemnified Party, including Pool Receivables to any Expense to the extent resulting from or any Related Assets or otherwise arising out of one or relating to more of the following: (A) any breach of a representation or warranty in connection with the actions or inactions this Lease of Seller, Master Servicer or any other party to a Transaction Document (other than such Indemnified Party), provided, however, notwithstanding anything to the contrary ; or (B) a breach by such Indemnified Party of any express covenant or other agreement in this Article XII, excluding Lease to be performed or observed by such Indemnified Amounts solely to the extent Party; or (xC) determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct on the of such Indemnified Party; or (D) a disposition (voluntary or involuntary) by such Indemnified Party of all or any part of such Indemnified Party Party's interest in the Airframe, or any Engine or Propeller or the Operative Agreements (other than as determined contemplated by Sections 8, 9 and 16 and Exhibit D or following the occurrence of a final non-appealable judgment by a court Default or Event of competent jurisdiction Default); or (yE) they constitute recourse any Taxes whether or not Lessee is required to indemnify for such Taxes pursuant to the other Sections of this Section 14 hereof (it being agreed that the other Sections of this Section 14 provide for Lessee's sole liability to indemnify with respect to a Pool Receivable and Taxes); or (F) acts or events with respect to the Related Assets by reason Airframe or any Engine or Propeller after the later of bankruptcy (i) return of possession of the Airframe or insolvencysuch Engine or such Propeller to the Lessor or its designee pursuant to the terms of the Lease, or (ii) the financial or credit condition or financial default, termination of the related Obligor. Without limiting the foregoing, Seller shall indemnify, subject Term with respect to the express limitations set forth Airframe or such Engine or Propeller in accordance with the Lease; or (G) the authorization or giving of any future amendments, supplements, waivers or consents with respect any of the Operative Agreements other than such as have been requested by or consented to by Lessee or as contemplated hereunder or resulting from or arising out of a Default or Event of Default. If Lessor shall have knowledge of any claim or liability hereby indemnified against it shall give prompt written notice thereof to the Lessee; provided, however, that the failure of Lessor to give such notice shall not relieve the Lessee of any of its obligations hereunder. If Lessor shall obtain a recovery of all or any part of any Expense or other amount which the Lessee shall have paid to Lessor or for which the Lessee shall have reimbursed Lessor, pursuant to this Section 12.114(h), and hold harmless each Indemnified Party for any and all Indemnified Amounts arising out ofLessor shall pay to the Lessee an amount equal to the amount of such recovery, relating to or adjusted as provided in connection with:Section 14(c).

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable LawExcept as otherwise provided herein, but subject to Sections 12.1(b) and 13.5, Seller the Corporation agrees to indemnify and hold harmless Administrative Agentsave the Indemnified Party harmless, each Program Administratorto the fullest extent permitted by law, each Purchaserincluding but not limited to that permitted under the CBCA, each Purchaser Agentas the same exists on the date hereof or may hereafter be amended (but, each Enhancement Providerin the case of such amendment, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of only to the foregoing and each of their respective Affiliates, and all directors, members, managers, directors, shareholders, officers, employees and attorneys or agents of any of extent that such amendment permits the foregoing (each an “Indemnified Party”), forthwith on demand, Corporation to provide broader indemnification rights than permitted prior to such amendment) from and against any and all damagescosts, charges, expenses, fees, losses, claims, damages or liabilities and related costs and expenses (including all filing legal or other professional fees), including reasonable attorneys’without limitation, consultants’ and accountants’ fees whether incurred alone or jointly with others, which the Indemnified Party may suffer, sustain, incur or be required to pay and disbursements but excluding all Excluded Taxes other than which arise out of or in respect of any amounts reimbursable pursuant to Section 3.3Claim which may be brought, (all commenced, made, prosecuted or threatened against the Indemnified Party, the Corporation, the Interested Corporation or any of the foregoing being collectively referred directors or officers of the Corporation or by reason of her acting or having acted as a director or officer of the Corporation or Interested Corporation and any act, deed, matter or thing done, made or permitted by the Indemnified Party or which the Indemnified Party failed or omitted to as “Indemnified Amounts”) awarded against or incurred by any of them do arising out of, relating to or in connection with the Transaction Documentsaffairs of the Corporation or Interested Corporation or the exercise by the Indemnified Party of the powers or the performance of the Indemnified Party’s duties as a director or officer of the Corporation or the Interested Corporation including, without limitation, any of and all costs, charges, expenses, fees, losses, damages or liabilities which the transactions contemplated therebyIndemnified Party may suffer, sustain or the ownership, maintenance reasonably incur or funding, directly or indirectly, of the Asset Interest (or any part thereof) or in respect of or related be required to any Collateral, including Pool Receivables or any Related Assets or otherwise arising out of or relating to or pay in connection with investigating, initiating, defending, appealing, preparing for, providing evidence in, instructing and receiving the actions advice of counsel or inactions of Sellerother professional advisor or otherwise, Master Servicer or any other party amount paid to a Transaction Document (other than such Indemnified Party)settle any Claim or satisfy any judgment, fine or penalty, provided, however, notwithstanding anything to that the contrary in this Article XII, excluding Indemnified Amounts solely to the extent (x) determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct on the part of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction or (y) they constitute recourse with respect to a Pool Receivable and the Related Assets by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor. Without limiting the foregoing, Seller shall indemnify, subject to the express limitations set forth indemnity provided for in this Section 12.1, and hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to or in connection with2.1 will only be available if:

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable Law, but subject to Sections 12.1(b) and 13.5, Seller 19.6.1. Reseller agrees to indemnify and hold harmless each Administrative Agent, each Program AdministratorLender, each PurchaserLetter of Credit Issuer, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of the foregoing and each of their Affiliates and their respective Affiliates, and all directors, members, managersofficers, directors, shareholdersemployees, officersattorneys, employees representatives, agents, and attorneys or agents of any of the foregoing advisors (each each, an “Indemnified PartyINDEMNIFIED PARTY”), forthwith on demand, ) from and against any and all claims, damages, losses, claimsliabilities, liabilities and related costs costs, and expenses (including all filing fees), including reasonable attorneys’, consultants’ and accountants’ fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3, (all of the foregoing being collectively referred to as “Indemnified Amounts”fees) that may be incurred by or asserted or awarded against or incurred by any of them Indemnified Party, in each case arising out of, relating to of or in connection with or by reason of (including in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Transaction Loan Documents, any of the transactions contemplated therebyherein or the actual or proposed use of the proceeds of the Loans (including any payments made by Administrative Agents to any Person (other than Reseller) who is a party to any blocked account or lockbox agreement, including any indemnity payments by Administrative Agents thereunder), or the ownershipmanufacture, maintenance storage, transportation, release or fundingdisposal of any Hazardous Material on, from, over or affecting any of the Collateral or any of the assets, properties, or operations of any Covered Person or any predecessor in interest, directly or indirectly, of the Asset Interest (or any part thereof) or in respect of or related to any Collateral, including Pool Receivables or any Related Assets or otherwise arising out of or relating to or in connection with the actions or inactions of Seller, Master Servicer or any other party to a Transaction Document (other than such Indemnified Party), provided, however, notwithstanding anything to the contrary in this Article XII, excluding Indemnified Amounts solely except to the extent (x) determined such claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the such Indemnified Party’s gross negligence or willful misconduct on misconduct. In the part case of an investigation, litigation or other proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by Reseller, its directors, shareholders or creditors or an Indemnified Party as determined or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Reseller agrees not to assert and agrees that it will not direct any other Covered Person to assert any claim against any Indemnified Party, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans. Reseller also agrees to pay, indemnify and hold harmless the Indemnified Parties for, from and against, and shall promptly reimburse the Indemnified Parties for, any and all claims, damages, liabilities, losses, costs and expenses (including reasonable attorneys’ fees and expenses and amounts paid in settlement) incurred, paid or sustained by the Indemnified Parties, or enforcement by Administrative Agents of any of their rights with respect thereto, except to the extent such claim, damage, loss, liability, cost, or expense is found in a final final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or (y) they constitute recourse with respect to a Pool Receivable and the Related Assets by reason of bankruptcy or insolvencywillful misconduct. Reseller shall pay, or the financial or credit condition or financial default, of the related Obligor. Without limiting the foregoing, Seller shall indemnify, subject to the express limitations set forth in this Section 12.1, indemnify and hold harmless each the Indemnified Party for Parties for, from and against, and shall promptly reimburse the Indemnified Parties for, any and all claims, damages, liabilities, losses, costs and expenses (including reasonable attorneys’ fees and expenses and amounts paid in settlement) incurred, paid or sustained by the Indemnified Amounts Parties, arising out of or relating to the enforcement by Administrative Agents of any of their rights with respect thereto. Reseller covenants and agrees to assume liability for and to protect, indemnify and hold harmless Administrative Agents, Letter of Credit Issuer and each of Lenders from any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses (including attorneys’ fees), which may be incurred by, imposed or asserted against Administrative Agent, Letter of Credit Issuer, or any Lender, howsoever arising or incurred because of, relating to out of or in connection with:with the disbursements of Revolving Loans, Swingline Loans, Interim Floorplan Loans, or Floorplan Loans; provided, however, the liability of Reseller pursuant to this indemnity shall not extend to any liability, obligation, damage, penalty, claim, cause of action, cost, charge or expense caused by or arising out of the gross negligence or willful misconduct of Administrative Agents, Letter of Credit Issuer, or Lenders. Reseller: (a) are obligated to pay any Loan Obligation even if any Collateral is defective or fails to conform to any warranties extended by any third party; (b) shall not assert against Administrative Agents, Letter of Credit Issuer, any Lender or any other Indemnified Party any claim or defense Reseller has against any third party; and (c) indemnify and hold Administrative Agents, Letter of Credit Issuer, any Lender and any other Indemnified Party harmless against all claims and defenses asserted by any buyer of the Collateral relating to the condition of, or any representations regarding, any of the Collateral. Reseller irrevocably waives all rights of offset and counterclaims it may have against Administrative Agents, Letter of Credit Issuer, or any Lender except counterclaims arising in the case of Administrative Agents’, Letter of Credit Issuer’s or any Lender’s willful misconduct or gross negligence.

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable LawExcept as otherwise provided herein, but subject to Sections 12.1(b) and 13.5, Seller the Corporation agrees to indemnify and hold harmless Administrative Agentsave the Indemnified Party harmless, each Program Administratorto the fullest extent permitted by law, each Purchaserincluding but not limited to that permitted under the CBCA, each Purchaser Agentas the same exists on the date hereof or may hereafter be amended (but, each Enhancement Providerin the case of such amendment, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of only to the foregoing and each of their respective Affiliates, and all directors, members, managers, directors, shareholders, officers, employees and attorneys or agents of any of extent that such amendment permits the foregoing (each an “Indemnified Party”), forthwith on demand, Corporation to provide broader indemnification rights than permitted prior to such amendment) from and against any and all damagescosts, charges, expenses, fees, losses, claims, damages or liabilities and related costs and expenses (including all filing legal or other professional fees), including reasonable attorneys’without limitation, consultants’ and accountants’ fees whether incurred alone or jointly with others, which the Indemnified Party may suffer, sustain, incur or be required to pay and disbursements but excluding all Excluded Taxes other than which arise out of or in respect of any amounts reimbursable pursuant to Section 3.3Claim which may be brought, (all commenced, made, prosecuted or threatened against the Indemnified Party, the Corporation, the Interested Corporation or any of the foregoing being collectively referred directors or officers of the Corporation or by reason of his acting or having acted as a director or officer of the Corporation or Interested Corporation and any act, deed, matter or thing done, made or permitted by the Indemnified Party or which the Indemnified Party failed or omitted to as “Indemnified Amounts”) awarded against or incurred by any of them do arising out of, relating to or in connection with the Transaction Documentsaffairs of the Corporation or Interested Corporation or the exercise by the Indemnified Party of the powers or the performance of the Indemnified Party’s duties as a director or officer of the Corporation or the Interested Corporation including, without limitation, any of and all costs, charges, expenses, fees, losses, damages or liabilities which the transactions contemplated therebyIndemnified Party may suffer, sustain or the ownership, maintenance reasonably incur or funding, directly or indirectly, of the Asset Interest (or any part thereof) or in respect of or related be required to any Collateral, including Pool Receivables or any Related Assets or otherwise arising out of or relating to or pay in connection with investigating, initiating, defending, appealing, preparing for, providing evidence in, instructing and receiving the actions advice of counsel or inactions of Sellerother professional advisor or otherwise, Master Servicer or any other party amount paid to a Transaction Document (other than such Indemnified Party)settle any Claim or satisfy any judgment, fine or penalty, provided, however, notwithstanding anything to that the contrary in this Article XII, excluding Indemnified Amounts solely to the extent (x) determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct on the part of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction or (y) they constitute recourse with respect to a Pool Receivable and the Related Assets by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor. Without limiting the foregoing, Seller shall indemnify, subject to the express limitations set forth indemnity provided for in this Section 12.1, and hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to or in connection with2.1 will only be available if:

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under the Sale Agreement or any other Transaction Documents or under applicable Lawlaw, but subject to Sections 12.1(b) and 13.5SUBSECTION (C), Seller hereby agrees to indemnify and hold harmless Administrative each of the Administrator, Purchaser, the Liquidity Banks, the Credit Bank, the Relationship Bank, the Liquidity Agent, each Program Administrator, each Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of the foregoing and each of their respective Affiliates, and all directorssuccessors, memberstransferees, managersparticipants and assigns and all officers, directors, shareholders, officerscontrolling persons, employees and attorneys or agents of any of the foregoing (each an “Indemnified Party”"INDEMNIFIED PARTY"), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses (including all filing fees)expenses, including reasonable attorneys’, consultants’ and accountants’ ' fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3, (all of the foregoing being collectively referred to as “Indemnified Amounts”"INDEMNIFIED LOSSES") awarded against or incurred by any of them arising out of, of or relating to or in connection with the Transaction Documents, any of the transactions contemplated thereby, Documents or the ownership, maintenance ownership or funding, directly or indirectly, funding of the Asset Interest (or any part thereof) or in respect of or related to any Collateral, including Pool Receivables Receivable or any Related Assets Contract, including, without limitation, any breach by Seller of any representation, warranty, covenant or otherwise arising out agreement of or relating to Seller contained herein or in connection with the actions or inactions other Transaction Documents and any matters described in clauses (i) through (xi) of SellerSection 9.1(a) of the Sale Agreement, Master Servicer or any other party to a Transaction Document but EXCLUDING, HOWEVER, (other than such A) Indemnified Party), provided, however, notwithstanding anything to the contrary in this Article XII, excluding Indemnified Amounts solely Losses to the extent (x) determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct on the part of such Indemnified Party as determined Party, (B) recourse for Defaulted Receivables and (C) taxes upon or measured by a final non-appealable judgment by a court the overall net income of competent jurisdiction or (y) they constitute recourse with respect to a Pool Receivable and the Related Assets by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligorany Indemnified Party. Without limiting the foregoingforegoing (but subject to the exclusions set forth in clauses (A) - (C) of this SECTION 13.01(A)), Seller shall indemnify, subject to the express limitations set forth in this Section 12.1, and hold harmless indemnify each Indemnified Party for any and all Indemnified Amounts arising out of, of or relating to or in connection withto:

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable Law, but subject to Sections 12.1(b) The Company shall indemnify the Lenders and 13.5, Seller agrees to indemnify the ----------------- Agent and hold them harmless Administrative from any liability, loss or damage resulting from the violation by the Company of Section 2.4. In addition, the Company shall indemnify each Lender, the Agent, the Syndication Agent, each Program Administratorof the Lenders' or the Agent's or the Syndication Agent's directors, officers, employees, agents, attorneys, accountants, consultants and each PurchaserPerson, if any, who controls any Lender or the Agent or the Syndication Agent (each Purchaser Lender, the Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative the Syndication Agent or any Purchaser Agent, any assignee or successor of any of the foregoing and each of their respective Affiliates, and all such directors, members, managers, directors, shareholders, officers, employees employees, agents, attorneys, accountants, consultants and attorneys or agents of any of the foregoing (each control Persons is referred to as an “"Indemnified Party”), forthwith on demand, ") and hold each of them harmless from and against any and all ----------------- claims, damages, losses, claims, liabilities and related costs and reasonable expenses (including all filing fees), including reasonable attorneys’, consultants’ and accountants’ fees and disbursements but excluding of counsel with whom any Indemnified Party may consult in connection therewith and all Excluded Taxes other than reasonable expenses of litigation or preparation therefor) which any amounts reimbursable pursuant to Section 3.3, (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded Party may incur or which may be asserted against or incurred by any of them arising out of, relating to or Indemnified Party in connection with (a) the Transaction DocumentsIndemnified Party's compliance with or contest of any subpoena or other process issued against it in any proceeding involving the Company or any of its Subsidiaries or their Affiliates, (b) any litigation or investigation involving the Company, any of the transactions contemplated therebyits Subsidiaries or their Affiliates, or any officer, director or employee thereof, (c) the ownershipexistence or exercise of any security rights with respect to the Credit Security in accordance with the Credit Documents, maintenance or funding(d) this Agreement, directly or indirectly, of the Asset Interest (any other Credit Document or any part thereof) transaction contemplated hereby or in respect of or related to any Collateral, including Pool Receivables or any Related Assets or otherwise arising out of or relating to or in connection with the actions or inactions of Seller, Master Servicer or any other party to a Transaction Document (other than such Indemnified Party), thereby; provided, however, notwithstanding anything that the foregoing indemnity shall not apply to litigation -------- ------- commenced by the Company against the Lenders or the Agent or the Syndication Agent which seeks enforcement of any of the rights of the Company hereunder or under any other Credit Document and is determined adversely to the contrary Lenders or the Agent or the Syndication Agent in this Article XII, excluding Indemnified Amounts solely a final nonappealable judgment or to the extent (x) determined by such claims, damages, liabilities and expenses result from a court of competent jurisdiction to have resulted from Lender's or the Agent's or the Syndication Agent's gross negligence or willful misconduct on the part of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction or (y) they constitute recourse with respect to a Pool Receivable and the Related Assets by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor. Without limiting the foregoing, Seller shall indemnify, subject to the express limitations set forth in this Section 12.1, and hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to or in connection with:misconduct.

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable Lawlaw, but subject to Sections 12.1(b) and 13.5, the Seller hereby agrees to indemnify each of Wachovia, both individually and hold harmless Administrative as the Agent, each Program Administrator, each the Purchaser, each Purchaser the Liquidity Banks, the Liquidity Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of the foregoing and each of their respective Affiliates, and all directorssuccessors, memberstransferees, managersparticipants and assigns and all officers, directors, shareholders, officerscontrolling persons, employees and attorneys or agents of any of the foregoing (each an “Indemnified Party”"INDEMNIFIED PARTY"), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses (including all filing fees)expenses, including reasonable attorneys’, consultants’ and accountants’ ' fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3, (all of the foregoing being collectively referred to as “Indemnified Amounts”"INDEMNIFIED AMOUNTS") awarded against or incurred by any of them arising out of, of or relating to or in connection with the Transaction Documents, any of the transactions contemplated thereby, Documents or the ownership, maintenance ownership or funding, directly or indirectly, funding of the Asset Interest (or any part thereof) or in respect of or related to any Collateral, including Pool Receivables Receivable or any Related Assets or otherwise arising out of or relating to or in connection with the actions or inactions of SellerContract, Master Servicer or any other party to a Transaction Document (other than such Indemnified Party), providedexcluding, however, notwithstanding anything to the contrary in this Article XII, excluding (a) Indemnified Amounts solely to the extent (x) determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct on the part of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction or (yb) they constitute recourse with respect (except as otherwise specifically provided in this Agreement) for nonpayment due to a Pool Receivable and the Related Assets by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, problem of the related applicable Obligor. Without limiting the foregoing, Seller shall indemnify, foregoing (but subject to the express limitations set forth in this Section 12.1specified exclusions), and hold harmless the Seller shall indemnify each Indemnified Party for any and all Indemnified Amounts arising out of, of or relating to or in connection withto:

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable Law, but subject to Sections 12.1(b) and 13.5, Seller the Borrower agrees to indemnify and hold harmless the Collateral Agent, the Administrative Agent, each Program AdministratorLender, each Purchaser, each Purchaser Group Agent, each Enhancement Provider, each Liquidity Provider, each other Affected PartyPerson, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of the foregoing and each of their respective Affiliates, and all directors, members, managers, directors, shareholders, officers, employees employees, and attorneys attorneys, or agents of any of the foregoing (each an “Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities liabilities, and related costs and expenses (including all filing fees)expenses, including reasonable and documented attorneys’, consultants’ and accountants’ fees and disbursements (subject to the limitations in respect of attorneys’ fees and disbursements set forth in the proviso to Section 12.06) but excluding all Excluded Taxes (other than any amounts reimbursable pursuant to Section 3.3, Taxes specifically enumerated below) (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of, relating to or in connection with this Agreement or the other Transaction Documents, any of the transactions contemplated hereby or thereby, or the ownership, maintenance or funding, directly or indirectly, of the Asset Interest Pool Receivables or Related Assets (or any part portion thereof) or in respect of or related to any Collateral, including Pool Receivables or any Related Assets or otherwise arising out of or relating to or in connection with resulting from the actions or inactions of Sellerany ADT Entity, Master the Servicer or any other party to a Transaction Document (other than such Indemnified Party)of their respective Affiliates, provided, however, notwithstanding anything to the contrary in this Article XIIXI, excluding Indemnified Amounts solely to the extent (x) determined by a court of competent jurisdiction to have resulted resulting from the fraud, bad faith, gross negligence or willful misconduct on the part of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction or (y) they constitute recourse with respect to a Pool Receivable and the Related Assets by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligorjurisdiction. Without limiting the foregoing, Seller shall indemnify, generality of the foregoing but subject to the express limitations set forth in this Section 12.111.01, the Borrower shall indemnify and hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to to, or in connection withresulting from:

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable Law, but subject to Sections 12.1(b) and 13.5, Seller hereby agrees to indemnify and hold harmless Administrative each of Agent, each Program Administrator, each Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each LOC Issuer, each other Affected Party, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of the foregoing and each of their respective Affiliates, and all directorssuccessors, transferees, participants and assigns and all officers, members, managers, directors, shareholders, officerscontrolling persons, employees and attorneys or agents of any of the foregoing (each an “Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related reasonable and documented out-of-pocket costs and expenses (including all filing fees), including reasonable attorneys’, consultants’ and accountants’ fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3, (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of, relating to or in connection with the Transaction Documents, any of Cash Collateral Account, the transactions contemplated therebythereby (including the issuance of, or the fronting for, any Letter of Credit), or the ownership, maintenance or funding, directly or indirectly, of the Asset Interest (or any part thereof) ), the issuance of or drawing on any Letter of Credit, or in respect of or related to any Collateral, Collateral including Pool Receivables any Receivable or any Related Assets or otherwise arising out of or relating to or in connection with the actions or inactions of Seller, Master Originator, Performance Guarantor, MPI, Servicer or any other party to a Transaction Document (other than such Indemnified Party)Affiliate of any of them, provided, however, notwithstanding anything to the contrary in this Article XII, excluding Indemnified Amounts shall be excluded solely to the extent (x) determined by as a court result of competent jurisdiction to have resulted from the gross negligence or willful misconduct on the part of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction or and (y) they constitute recourse with respect to a Pool Receivable and the Related Assets by reason of the bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor. Without limiting the foregoing, Seller shall indemnify, subject to the express limitations set forth in this Section 12.1, and hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to or in connection with:

General Indemnity. Without limiting any (a) The Company shall indemnify the Purchasers and the other rights which any such Person may have hereunder or under applicable Law, but subject to Sections 12.1(b) and 13.5, Seller agrees to indemnify and hold harmless Administrative Agent, each Program Administrator, each Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of the foregoing Holders and each of their respective Affiliates, and all directors, members, managers, directors, shareholders, officers, employees employees, agents, attorneys, accountants, consultants and attorneys each Person, if any, who controls any Purchaser or agents other Holder (the Purchasers, the Holders and each of any such directors, officers, employees, agents, attorneys, accountants, consultants and control Persons are referred to as the "Indemnified Parties") and hold each of the foregoing (each an “Indemnified Party”), forthwith on demand, them harmless from and against any and all claims, damages, losses, claims, liabilities and related costs and reasonable expenses (including all filing fees), including reasonable attorneys’, consultants’ and accountants’ fees and disbursements but excluding of counsel with whom any Indemnified Party may consult in connection therewith and all Excluded Taxes other than reasonable expenses of litigation or preparation therefor) which any amounts reimbursable pursuant to Section 3.3, (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded Party may incur or which may be asserted against or incurred by any of them arising out of, relating to or Indemnified Party in connection with (i) the Transaction DocumentsIndemnified Party's compliance with or contest of any subpoena or other process issued against it in any proceeding involving the Company or any of its Subsidiaries or their affiliates, (ii) any litigation or investigation involving the Company, any of the transactions contemplated therebyits Subsidiaries or their affiliates, or any officer, director or employee thereof, (iii) the ownershipexistence or exercise of any security rights with respect to the collateral under the Note Documents, maintenance or funding(iv) this Agreement, directly any other Note Document or indirectly, any of the Asset Interest (or any part thereof) or in respect of or related to any Collateral, including Pool Receivables or any Related Assets or otherwise arising out of or relating to or in connection with the actions or inactions of Seller, Master Servicer or any other party to a Transaction Document (other than such Indemnified Party), Transaction; provided, however, notwithstanding anything to that the contrary in this Article XII, excluding Indemnified Amounts solely foregoing indemnity shall not apply to the extent (x) determined by a court of competent jurisdiction to have resulted such claims, damages, liabilities and expenses result from the Indemnified Party's own gross negligence or willful misconduct on the part of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction or (y) they constitute recourse with respect to a Pool Receivable and the Related Assets by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor. Without limiting the foregoing, Seller shall indemnify, subject to the express limitations set forth in this Section 12.1, and hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to or in connection with:misconduct.

General Indemnity. Without limiting any In addition to each Loan Party’s other rights which any such Person may have hereunder or Obligations under applicable Lawthis Agreement, but subject to Sections 12.1(b) each Loan Party agrees to, jointly and 13.5severally, Seller agrees to defend, protect, indemnify and hold harmless Administrative Agent, each Program Administrator, each Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of the foregoing and each Lender and all of their respective Affiliates, and all directors, members, managers, directors, shareholders, officers, employees and attorneys or agents of any of Related Parties (collectively called the foregoing (each an “Indemnified PartyIndemnitees”), forthwith on demand, ) from and against any and all losses, damages, lossesliabilities, claimsobligations, liabilities penalties, fees, reasonable and related documented out-of-pocket costs and expenses (including all filing feesincluding, without limitation, reasonable and documented out-of-pocket costs and expenses of one outside counsel and one local counsel in each relevant jurisdiction) incurred by such Indemnitees (taken as a whole), including reasonable attorneys’, consultants’ and accountants’ fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3, (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of, relating whether prior to or in connection with from and after the Transaction DocumentsEffective Date, any of the transactions contemplated therebywhether direct, indirect or the ownershipconsequential, maintenance or funding, directly or indirectly, of the Asset Interest (or any part thereof) or in respect as a result of or related to any Collateral, including Pool Receivables or any Related Assets or otherwise arising out of from or relating to or in connection with any of the actions following: (i) the negotiation, preparation, execution or inactions performance or enforcement of Sellerthis Agreement, Master Servicer any other Loan Document or of any other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent’s or any Lender’s furnishing of funds to the Borrowers under this Agreement or the other Loan Documents, including, without limitation, the management of any such Loans, (iii) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party to a Transaction Document thereto (other than such collectively, the “Indemnified PartyMatters”), ; provided, however, notwithstanding anything that the Loan Parties shall not have any obligation to the contrary in any Indemnitee under this Article XII, excluding subsection (a) for any Indemnified Amounts solely to the extent Matter (x) determined caused by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct on the part of such Indemnified Party Indemnitee as determined by a final non- appealable judgment of a court of competent jurisdiction, or (y) arising from disputes solely among the Agents, the Lenders (other than the Affiliated Lenders) and their respective participants or (z) that has resulted from an intentional breach of such Indemnitee’s obligations under this Agreement as determined by a final non-appealable judgment by of a court of competent jurisdiction or (yjurisdiction. This Section 12.15(a) they constitute recourse shall not apply with respect to a Pool Receivable and the Related Assets by reason of bankruptcy or insolvencyTaxes other than any Taxes that represent losses, or the financial or credit condition or financial defaultdamages, of the related Obligoretc. Without limiting the foregoing, Seller shall indemnify, subject to the express limitations set forth in this Section 12.1, and hold harmless each Indemnified Party for arising from any and all Indemnified Amounts arising out of, relating to or in connection with:non-Tax claim.

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable Law, but subject to Sections 12.1(b) Each Issuer Party hereby jointly and 13.5, Seller severally agrees to indemnify and hold harmless Administrative Agentthe Fund, each Program Administrator, each Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of the foregoing Investor and each of their respective Affiliates, and all directors, members, managersofficers, directors, shareholderspartners, officers, shareholders and employees (Investor and attorneys or agents of any of the foregoing (each such other person being referred to as an “Indemnified PartyIndemnitee”), forthwith on demandto the fullest extent lawful, from and against any and all damages, losses, claims, damages, liabilities and related costs and reasonable expenses (including all filing feesor actions in respect thereof) (collectively, “Losses”), including reasonable attorneys’as incurred, consultants’ and accountants’ fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant related to Section 3.3, (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of, relating to of or in connection with the Transaction Documentsany breach by Obligors of their respective representations, Warranties and agreements set forth in this Agreement or in any of the transactions contemplated therebyother Transaction Documents. For the avoidance of doubt, or the ownershipterm “reasonable expenses” as used in this Section 6.1 shall include all out-of-pocket expenses (including, maintenance or fundingwithout limitation, directly or indirectly, fees and expenses of the Asset Interest (or any part thereofcounsel) or in respect of or related to any Collateral, including Pool Receivables or any Related Assets or otherwise arising out of or relating to or as they are duly documented and reasonably incurred in connection with the actions investigating, preparing, defending or inactions of Sellersettling any such action or claim, Master Servicer whether in connection with litigation in which any Indemnitee is a named party, provided that such indemnity shall not apply to any acts or any other party to a Transaction Document (other than such Indemnified Party)omissions arising from bad faith, provided, however, notwithstanding anything to the contrary in this Article XII, excluding Indemnified Amounts solely to the extent (x) determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct default on the part of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction or (y) they constitute recourse with respect to a Pool Receivable the Indemnitee. The indemnity and the Related Assets by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor. Without limiting the foregoing, Seller shall indemnify, subject to the express limitations expense reimbursement obligations set forth in this Section 12.16.1 shall be in addition to any liability an Obligor may have to any Indemnitee at common law or otherwise. For the avoidance of doubt, and hold harmless each Indemnified Party the Issuer Parties shall not be liable to any Indemnitee for any matters within the actual knowledge of an Indemnified Person as at the Closing or any matters disclosed in the Disclosure Letter and all Indemnified Amounts arising out of, relating Target SEC Filings prior to or in connection with:the Closing.

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable Lawlaw, but subject to Sections 12.1(b) and 13.5, the Seller hereby agrees to indemnify MUFG, both individually and hold harmless as the Administrative Agent, each Program Administrator, each Purchaser, each Agent and the MUFG Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or any the WFB Purchaser Agent, any assignee or successor of any of the foregoing and PNC Purchaser Agent, the Purchasers, the Liquidity Banks, the Liquidity Agents, each of their respective Affiliates, and all directorssuccessors, memberstransferees, managersparticipants and assigns and all officers, directors, shareholders, officerscontrolling persons, and employees and attorneys or agents of any of the foregoing foregoing, and any successor servicer and subservicer not affiliated with Lennox (each an “Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses (including all filing fees)expenses, including reasonable attorneys’, consultants’ and accountants’ fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3, (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of, of or relating to or in connection with the Transaction Documents, any of the transactions contemplated thereby, Documents or the ownership, maintenance ownership or funding, directly or indirectly, funding of the Asset Interest (or any part thereof) or in respect of or related to any Collateral, including Pool Receivables Receivable or any Related Assets or otherwise arising out of or relating to or in connection with the actions or inactions of SellerContract, Master Servicer or any other party to a Transaction Document (other than such Indemnified Party), providedexcluding, however, notwithstanding anything to the contrary in this Article XII, excluding (x) Indemnified Amounts solely to the extent (x) determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct on the part of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction or (y) they constitute recourse with respect (except as otherwise specifically provided in this Agreement) for Defaulted Receivables; the Seller further agrees to a Pool Receivable indemnify any agent (which is not otherwise an Indemnified Party) of any of MUFG, WFB, PNC, the Agents, the Purchasers, the Liquidity Banks, and the Related Assets Liquidity Agents forthwith on demand, from and against any and all Indemnified Amounts awarded against or incurred by reason any of bankruptcy them arising out of or insolvency, caused by the gross negligence or the financial or credit condition or financial default, willful misconduct of the related ObligorSeller. Without limiting the foregoing, the Seller shall indemnify, subject to the express limitations set forth in this Section 12.1, and hold harmless indemnify each Indemnified Party for any and all Indemnified Amounts arising out of, of or relating to or in connection withto:

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable Law, but subject to Sections 12.1(b) and 13.5, Seller agrees the Sellers agree to indemnify and hold harmless the Collateral Agent, the Administrative Agent, each Program Administrator, each Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of the foregoing and each of their respective Affiliates, and all directors, members, managers, directors, shareholders, officers, employees employees, and attorneys attorneys, or agents of any of the foregoing (each an “Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities liabilities, and related costs and expenses (including all filing fees)expenses, including reasonable and documented attorneys’, consultants’ and accountants’ fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to (indemnification for which shall be governed by Section 3.3, 3.3(e)) (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of, relating to or in connection with the Transaction Documents, any ISC Dealer Agreement, any of the transactions contemplated thereby, the assignment or transfer of any ISC Dealer Contract or ISC Dealer Receivable from any ISC Dealer to an Originator, or the ownership, maintenance or funding, directly or indirectly, of the any Asset Interest Portfolio (or any part thereof) or in respect of or related to any Collateral, including Pool Receivables or any Related Assets or otherwise arising out of or relating to or in connection with resulting from the actions or inactions of any Seller, Master Servicer Servicer, Sprint Spectrum, any Originator, or any other party to a Transaction Document (other than such Indemnified Party)Sprint Corporation, provided, however, notwithstanding anything to the contrary in this Article XII, excluding Indemnified Amounts solely to the extent (x) determined by a court of competent jurisdiction to have resulted resulting from the gross negligence or willful misconduct on the part of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction or (y) they constitute recourse with respect to resulting from a Pool Receivable and the Related Assets claim brought by reason any Seller against an Indemnified Party for breach of bankruptcy or insolvency, or the financial or credit condition or financial default, such Indemnified Party’s obligations under any Transaction Document as determined by a final non-appealable judgment by a court of the related Obligorcompetent jurisdiction. Without limiting the foregoing, Seller the Sellers shall indemnify, subject to the express limitations set forth in this Section 12.1, and hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to to, or in connection withresulting from:

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable Lawlaw, but subject to Sections 12.1(b) and 13.5, the Seller hereby agrees to indemnify BTMU, both individually and hold harmless as the Administrative Agent, each Program Administrator, each Purchaser, each Agent and the BTMU Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or any the WFB Purchaser Agent, any assignee or successor of any of the foregoing and Purchasers, the Liquidity Banks, the Liquidity Agents, each of their respective Affiliates, and all directorssuccessors, memberstransferees, managersparticipants and assigns and all officers, directors, shareholders, officerscontrolling persons, and employees and attorneys or agents of any of the foregoing foregoing, and any successor servicer and subservicer not affiliated with Lennox (each an “Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses (including all filing fees)expenses, including reasonable attorneys’, consultants’ and accountants’ fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3, (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of, of or relating to or in connection with the Transaction Documents, any of the transactions contemplated thereby, Documents or the ownership, maintenance ownership or funding, directly or indirectly, funding of the Asset Interest (or any part thereof) or in respect of or related to any Collateral, including Pool Receivables Receivable or any Related Assets or otherwise arising out of or relating to or in connection with the actions or inactions of SellerContract, Master Servicer or any other party to a Transaction Document (other than such Indemnified Party), providedexcluding, however, notwithstanding anything to the contrary in this Article XII, excluding (x) Indemnified Amounts solely to the extent (x) determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct on the part of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction or (y) they constitute recourse with respect (except as otherwise specifically provided in this Agreement) for Defaulted Receivables; the Seller further agrees to a Pool Receivable indemnify any agent (which is not otherwise an Indemnified Party) of any of BTMU, WFB, the Agents, the Purchasers, the Liquidity Banks, and the Related Assets Liquidity Agents forthwith on demand, from and against any and all Indemnified Amounts awarded against or incurred by reason any of bankruptcy them arising out of or insolvency, caused by the gross negligence or the financial or credit condition or financial default, willful misconduct of the related ObligorSeller. Without limiting the foregoing, the Seller shall indemnify, subject to the express limitations set forth in this Section 12.1, and hold harmless indemnify each Indemnified Party for any and all Indemnified Amounts arising out of, of or relating to or in connection withto:

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable Lawlaw, but subject to Sections 12.1(b) and 13.5, Seller the Borrower hereby agrees to indemnify and hold harmless Administrative each of the GWG Trustee, Master Collateral Agent, each Program Administratorthe Servicer, each Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of the foregoing and each of their respective Affiliatessuccessors, transferees, participants and assigns and all directors, members, managersofficers, directors, shareholders, officerscontrolling persons, employees and attorneys or agents of any of the foregoing (each of the foregoing Persons being individually called an “Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related and reasonable costs and expenses (including all filing fees)actually incurred, including reasonable attorneys’, consultants’ and accountants’ fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3, actually incurred (all of the foregoing being collectively referred to as called “Indemnified Amounts”) awarded against or incurred by any of them arising out of, of or relating to any Transaction Document or in connection with the Transaction Documents, any of the transactions contemplated thereby, the acceptance and administration of this Agreement by such Person, any commingling of funds (whether or not permitted hereunder), or the ownershipuse of proceeds therefrom by the Borrower, maintenance GWG DLP Funding II, LLC or fundingthe Master Trusts, directly or indirectly, including (without limitation) in respect of the Asset Interest (or funding of any part thereof) Loan or in respect of or related to any Collateral, including Pool Receivables or any Related Assets or otherwise arising out of or relating to or in connection with the actions or inactions of Seller, Master Servicer or any other party to a Transaction Document (other than such Indemnified Party), providedInsurance Policy; excluding, however, notwithstanding anything to the contrary in this Article XII, excluding (i) Indemnified Amounts solely to the extent (x) determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct on the part of such any Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction or (y) they constitute recourse with respect to a Pool Receivable and the Related Assets by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor. Without limiting the foregoing, Seller shall indemnify, subject to the express limitations set forth in this Section 12.1Party, and hold harmless each (ii) any tax upon or measured by net income (except those described in Section 7.1(a)) on any Indemnified Party for any and all Party; including (without limitation), however, Indemnified Amounts arising out of, resulting from or relating to or in connection withto:

General Indemnity. Without limiting Subject to Section 9.5, the Borrower shall indemnify the Lenders and the Agent and hold them harmless from any other rights which any such Person may have hereunder liability, loss or under applicable Lawdamage resulting from the violation by the Borrower of Section 2.3. In addition, but subject to Sections 12.1(b) and 13.5Section 9.5, Seller agrees to the Borrower shall indemnify and hold harmless Administrative each Lender, the Agent, each Program Administrator, each Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of the foregoing Lenders' or the Agent's directors, officers, employees, agents, attorneys, accountants, consultants and Affiliates (each Lender, the Agent and each of their respective Affiliates, and all such directors, members, managers, directors, shareholders, officers, employees employees, agents, attorneys, accountants, consultants and attorneys or agents of any of the foregoing (each Affiliates is referred to as an “"Indemnified Party”), forthwith on demand, ") and hold each of them harmless from and against any and all claims, damages, losses, claims, liabilities and related costs and reasonable expenses (including all filing fees), including reasonable attorneys’, consultants’ and accountants’ fees and disbursements but excluding of counsel with whom any Indemnified Party may consult in connection therewith and all Excluded Taxes other than reasonable expenses of litigation or preparation therefor) which any amounts reimbursable pursuant to Section 3.3, (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded Party may incur or which may be asserted against or incurred by any of them arising out of, relating to or Indemnified Party in connection with (a) the Transaction DocumentsIndemnified Party's compliance with or contest of any subpoena or other process issued against it in any proceeding involving the Borrower or any of its Subsidiaries or their Affiliates, (b) any litigation or investigation involving the Borrower, any of the transactions contemplated therebyits Subsidiaries or their Affiliates, or the ownershipany officer, maintenance director or fundingemployee thereof, directly or indirectly(c) this Agreement, of the Asset Interest (any other Credit Document or any part thereof) transaction contemplated hereby or in respect of or related to any Collateral, including Pool Receivables or any Related Assets or otherwise arising out of or relating to or in connection with the actions or inactions of Seller, Master Servicer or any other party to a Transaction Document (other than such Indemnified Party), thereby; provided, however, notwithstanding anything that the foregoing indemnity shall not apply (i) to litigation commenced by the Borrower against the Lenders or the Agent which seeks enforcement of any of the rights of the Borrower hereunder or under any other Credit Document and is determined adversely to the contrary Lenders or the Agent in this Article XII, excluding a final nonappealable judgment or (ii) to any Indemnified Amounts solely Party to the extent (x) such claims, damages, liabilities and expenses are determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from the such Indemnified Party's own gross negligence or willful misconduct on the part of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction or (y) they constitute recourse with respect to a Pool Receivable and the Related Assets by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligormisconduct. Without limiting the foregoing, Seller shall indemnify, subject to the express limitations set forth in this Section 12.1, and hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to or in connection with:THE BORROWER EXPRESSLY ACKNOWLEDGES THAT IT MAY BE REQUIRED TO INDEMNIFY PERSONS AGAINST THEIR OWN NEGLIGENCE.

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable Lawlaw, but subject to Sections 12.1(b) the Borrower and 13.5Drive, Seller agrees jointly and severally, hereby agree to indemnify and hold harmless Administrative the Agent, the Investors, the Custodian, the Collateral Agent and each Program AdministratorEligible Assignee and each of their Affiliates, each Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of the foregoing and each of their respective Affiliatessuccessors, transferees, participants and assigns and all directors, members, managersofficers, directors, shareholders, officerscontrolling persons, employees and attorneys or agents of any of the foregoing (each of the foregoing Persons being individually called an “"Indemnified Party”"), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses (including all filing fees)expenses, including reasonable attorneys’, consultants’ and accountants’ ' fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3, (all of the foregoing being collectively referred to as “called "Indemnified Amounts”") awarded against or incurred by any of them arising out of, of or relating to any Transaction Document or in connection with the Transaction Documents, any of the transactions contemplated thereby, thereby or the ownershipuse of proceeds therefrom by the Borrower or Drive, maintenance or funding, directly or indirectly, including (without limitation) in respect of the Asset Interest (or funding of any part thereof) Advance or in respect of or related to any CollateralTransferred Receivable, including Pool Receivables or any Related Assets or otherwise arising out of or relating to or in connection with the actions or inactions of Seller, Master Servicer or any other party to a Transaction Document (other than such Indemnified Party), providedexcluding, however, notwithstanding anything to the contrary in this Article XII, excluding (a) Indemnified Amounts solely to the extent (x) determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct on the part of such any Indemnified Party or its agent or subcontractor, (b) except as determined otherwise provided herein, nonpayment by a final non-appealable judgment by a court any Obligor of competent jurisdiction or (y) they constitute recourse an amount due and payable with respect to a Pool Receivable and Transferred Receivable, (c) any loss in value of any Financed Vehicle or Permitted Investment due to changes in market conditions or for other reasons beyond the Related Assets by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, control of the related ObligorBorrower or Drive or (d) any tax upon or measured by net income on any Indemnified Party. Without limiting the foregoing, Seller shall indemnify, but subject to the express limitations set forth in this Section 12.1exclusions (a) through (d) above, the Borrower and hold harmless Drive agree to indemnify each Indemnified Party for any and all Indemnified Amounts arising out of, of or relating to or in connection withto:

General Indemnity. Without limiting any other rights which To the fullest extent permitted by Applicable Law, as the same now exists or may hereafter be amended, substituted or replaced (but, in the case of any such Person may have hereunder amendment, substitution or under applicable Lawreplacement, but subject only to Sections 12.1(b) and 13.5the extent that such amendment, Seller agrees substitution or replacement provides broader indemnification rights than were provided prior to indemnify and hold harmless Administrative Agentsuch amendment, each Program Administratorsubstitution or replacement), each Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of a Party (the foregoing and each of their respective Affiliates, and all directors, members, managers, directors, shareholders, officers, employees and attorneys or agents of any of the foregoing (each an “Indemnified Indemnifying Party”)) shall indemnify, forthwith on demandhold harmless, from defend, pay and reimburse any Covered Person (as hereinafter defined) against any and all damages, losses, claims, liabilities and related costs and expenses Losses to which such Covered Person becomes subject by reason of (including all filing fees), including reasonable attorneys’, consultants’ and accountants’ fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3a) the negligence or willful misconduct of the Indemnifying Party or its Related Entities or Representatives, (all of the foregoing being collectively referred to as “Indemnified Amounts”b) awarded against or incurred by any of them arising out inaccuracy in, any breach of, relating or any failure to perform or in connection with the Transaction Documentscomply with, any of the transactions contemplated therebyIndemnifying Party’s representations, warranties, agreements, obligations, or covenants contained in this Agreement or in any other agreement, instrument or other document made pursuant hereto, (c) a violation by the ownershipIndemnifying Party or its Related Entities or Representatives of Applicable Law or as otherwise contemplated herein or arising in connection herewith, maintenance or funding, directly or indirectly, in each case in proportion to the percentage of fault of the Asset Interest (Indemnifying Party as ultimately determined in a judicial or any part thereof) or in respect of or related to any Collateral, including Pool Receivables or any Related Assets or otherwise arising out of or relating to or in connection with the actions or inactions of Seller, Master Servicer or any other party to a Transaction Document (other than such Indemnified Party), provided, however, notwithstanding anything to the contrary in this Article XII, excluding Indemnified Amounts solely to the extent (x) determined by a court arbitral body of competent jurisdiction to have resulted from jurisdiction. As used herein, the gross negligence term “Covered Person” shall mean (i) each Party and its Related Entities; (ii) each officer, director, stockholder, partner, member, employee, agent or willful misconduct on the part representative of such Indemnified each Party as determined by a final non-appealable judgment by a court of competent jurisdiction or and its Related Entities; and (yiii) they constitute recourse with respect to a Pool Receivable and the Related Assets by reason of bankruptcy or insolvencyeach agent, Representative, or the financial or credit condition or financial default, representative of the related Obligor. Without limiting the foregoing, Seller shall indemnify, subject to the express limitations set forth in this Section 12.1, and hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to or in connection with:Consortium.

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable Law, but subject to Sections 12.1(b7.1(b) and 13.58.6, Seller each Originator, jointly and severally, hereby agrees to indemnify and hold harmless Administrative AgentBuyer, each Program Administrator, each Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of the foregoing Buyer’s Affiliates and each all of their respective Affiliatessuccessors, transferees, participants and assigns, all Persons referred to in Section 8.4 hereof, and all directorsofficers, members, managers, directors, shareholders, officers, employees and attorneys or agents of any of the foregoing (each an “Originator Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related documented out-of-pocket costs and expenses (including all filing fees), including reasonable attorneys’, consultants’ and accountants’ fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3, (all of the foregoing being collectively referred to as “Originator Indemnified Amounts”) awarded against or incurred by any of them arising out of, relating to or in connection with the Transaction Documents, any of the transactions contemplated thereby, or the ownership, maintenance or funding, directly or indirectly, purchasing of the Asset Interest (or any part thereof) Receivables or in respect of or related to any Collateral, including Pool Receivables Receivable or any Related Assets or otherwise arising out of or relating to or in connection with the actions or inactions of SellerBuyer, Master Servicer Servicer, Performance Guarantor, such Originator or any other party to a Transaction Document (other than such Indemnified Party), Affiliate of any of them; provided, however, notwithstanding anything to the contrary in this Article XIIVII, excluding Originator Indemnified Amounts solely to the extent (x) determined by a court of competent jurisdiction to have resulted resulting from the gross negligence or willful misconduct on the part of such Originator Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction or (y) they constitute recourse with respect to a Pool Receivable and the Related Assets by reason of bankruptcy an Event of Bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor. Without limiting the foregoing, Seller each Originator, jointly and severally, shall indemnify, subject to the express limitations set forth in this Section 12.17.1, and hold harmless each Originator Indemnified Party for any and all Originator Indemnified Amounts arising out of, relating to or in connection with:

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable Law, but subject to Sections 12.1(b) and 13.5, the Seller agrees agree to indemnify and hold harmless the Collateral Agent, the Administrative Agent, each Program Administrator, each Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of the foregoing and each of their respective Affiliates, and all directors, members, managers, directors, shareholders, officers, employees employees, and attorneys attorneys, or agents of any of the foregoing (each an “Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities liabilities, and related costs and expenses (including all filing fees)expenses, including reasonable and documented attorneys’, consultants’ and accountants’ fees and disbursements (subject to the limitations in respect of attorneys’ fees and disbursements set forth in the proviso to Section 13.6) but excluding all Excluded Taxes other than any amounts reimbursable pursuant to (indemnification for which shall be governed by Section 3.3, 3.3(e)) (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of, relating to or in connection with this Agreement or the other Transaction Documents, any of the transactions contemplated hereby or thereby, or the ownership, maintenance or funding, directly or indirectly, of the Asset Interest Pool Receivables or Related Assets (or any part portion thereof) or in respect of or related to any Collateral, including Pool Receivables or any Related Assets or otherwise arising out of or relating to or in connection with resulting from the actions or inactions of Sellerany ADT Entity, Master the Servicer or any other party to a Transaction Document (other than such Indemnified Party)of their respective Affiliates, provided, however, notwithstanding anything to the contrary in this Article XII, SK 28677 0004 8417431 v39 excluding Indemnified Amounts solely to the extent (x) determined by a court of competent jurisdiction to have resulted resulting from the fraud, bad faith, gross negligence or willful misconduct on the part of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction or (y) they constitute recourse with respect to a Pool Receivable and the Related Assets by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligorjurisdiction. Without limiting the foregoing, Seller shall indemnify, generality of the foregoing but subject to the express limitations set forth in this Section 12.1, the Seller shall indemnify and hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to to, or in connection withresulting from:

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable Law, but subject to Sections 12.1(b) and 13.5, Seller agrees to The Company shall indemnify and hold harmless Administrative Agent, each Program Administrator, each Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of the foregoing Lender and each of their respective Affiliates, and all the Lender's directors, members, managers, directors, shareholders, officers, employees employees, agents, attorneys, accountants, consultants and attorneys or agents of any of each Person, if any, who controls the foregoing Lender (each Lender and each of such directors, officers, employees, agents, attorneys, accountants, consultants and control Persons is referred to as an “Indemnified Party”), forthwith on demand, "INDEMNIFIED PARTY") and hold each of them harmless from and against any and all claims, damages, losses, claims, liabilities and related costs and reasonable expenses (including all filing fees), including reasonable attorneys’, consultants’ and accountants’ fees and disbursements but excluding of counsel with whom any Indemnified Party may consult in connection therewith and all Excluded Taxes other than reasonable expenses of litigation or preparation therefor) which any amounts reimbursable pursuant to Section 3.3, (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded Party may incur or which may be asserted against or incurred by any of them arising out of, relating to or Indemnified Party in connection with (a) the Transaction DocumentsIndemnified Party's compliance with or contest of any subpoena or other process issued against it in any proceeding involving the Company or any of its Subsidiaries or their affiliates, (b) any litigation or investigation involving the Company, any of the transactions contemplated therebyits Subsidiaries or their affiliates, or any officer, director or employee thereof, (c) the ownershipexistence or exercise of any security rights with respect to the collateral under the Credit Documents or (d) this Agreement, maintenance any other Credit Document or fundingany transaction contemplated hereby or thereby; PROVIDED, directly or indirectlyHOWEVER, that the foregoing indemnity shall not apply to litigation commenced by the Company against the Lender which seeks enforcement of any of the Asset Interest (rights of the Company hereunder or any part thereof) or in respect of or related to any Collateral, including Pool Receivables or any Related Assets or otherwise arising out of or relating to or in connection with the actions or inactions of Seller, Master Servicer or under any other party to a Transaction Credit Document (other than such Indemnified Party), provided, however, notwithstanding anything and is determined adversely to the contrary Lender in this Article XII, excluding Indemnified Amounts solely a final nonappealable judgment or to the extent (x) determined by a court of competent jurisdiction to have resulted such claims, damages, liabilities and expenses result from the Indemnified Party's own gross negligence or willful misconduct on the part of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction or (y) they constitute recourse with respect to a Pool Receivable and the Related Assets by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor. Without limiting the foregoing, Seller shall indemnify, subject to the express limitations set forth in this Section 12.1, and hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to or in connection with:misconduct.

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable Law, but subject to Sections 12.1(b) and 13.5law, Seller hereby agrees to indemnify and hold harmless Administrative each of Purchaser, the Agent, each Program Administratorthe Banks, each PurchaserEnhancement Bank, each Purchaser AgentSG, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of the foregoing and each of their respective Affiliates, successors, transferees, participants and assigns and all directors, members, managersofficers, directors, shareholders, officerscontrolling persons, employees and attorneys or agents of any of the foregoing (each of the foregoing Persons being individually called an “"Indemnified Party”"), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses (including all filing fees)expenses, including reasonable attorneys’, consultants’ and accountants’ ' fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3, (all of the foregoing being collectively referred to as “called "Indemnified Amounts”") awarded against or incurred by any of them arising out of, of or relating to any Transaction Document or in connection with the Transaction Documents, any of the transactions contemplated thereby, thereby or the ownershipuse of proceeds therefrom, maintenance or funding, directly or indirectly, including (without limitation) in respect of the Asset ownership or funding of any Undivided Interest (or any part thereof) or in respect of or related to any Collateral, including Pool Receivables Receivable or any Related Assets or otherwise arising out of or relating to or in connection with the actions or inactions of SellerTimeshare Loan, Master Servicer or any other party to a Transaction Document (other than such Indemnified Party), providedexcluding, however, notwithstanding anything to the contrary in this Article XII, excluding (a) Indemnified Amounts solely to the extent (x) determined by a court of competent jurisdiction to that have resulted from the gross negligence or willful misconduct on the part of such Indemnified Party as determined by a final Party, (b) non-appealable judgment payment by a court any Obligor of competent jurisdiction or (y) they constitute recourse an amount due and payable with respect to a Pool Receivable and due to the Related Assets credit of such Obligor (except as otherwise specifically provided in this Agreement), (c) any violation by reason any Indemnified Party of bankruptcy or insolvencyany Requirement of Law, or (d) the financial operations or credit condition or financial default, administration of the related Obligorany Indemnified Party generally. Without limiting the foregoing, Seller shall indemnify, subject agrees to the express limitations set forth in this Section 12.1, and hold harmless indemnify each Indemnified Party for any and all Indemnified Amounts arising out of, of or relating to or in connection withto:

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable Law, but subject to Sections 12.1(b7.1(b) and 13.58.6, Seller each Originator, jointly and severally, hereby agrees to indemnify and hold harmless Administrative AgentBuyer, each Program Administrator, each Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of the foregoing Buyer’s Affiliates and each all of their respective Affiliatessuccessors, transferees, participants and assigns, all Persons referred to in Section 8.4 hereof, and all directorsofficers, members, managers, directors, shareholders, officers, employees and attorneys or agents of any of the foregoing (each an “Originator Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related documented out-of-pocket costs and expenses (including all filing fees), including reasonable attorneys’, consultants’ and accountants’ fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3, (all of the foregoing being collectively referred to as “Originator Indemnified Amounts”) awarded against or incurred by any of them arising out of, relating to or in connection with the Transaction Documents, any of the transactions contemplated thereby, or the ownership, maintenance or funding, directly or indirectly, purchasing of the Asset Interest (or any part thereof) Receivables or in respect of or related to any Collateral, including Pool Receivables Receivable or any Related Assets or otherwise arising out of or relating to or in connection with the actions or inactions of SellerBuyer, Master Servicer Maser Servicer, Performance Guarantor, such Originator or any other party to a Transaction Document (other than such Indemnified Party), Affiliate of any of them; provided, however, notwithstanding anything to the contrary in this Article XIIVII, excluding Originator Indemnified Amounts solely to the extent (x) determined by a court of competent jurisdiction to have resulted resulting from the gross negligence or willful misconduct on the part of such Originator Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction or (y) they constitute recourse with respect to a Pool Receivable and the Related Assets by reason of bankruptcy an Event of Bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor. Without limiting the foregoing, Seller each Originator, jointly and severally, shall indemnify, subject to the express limitations set forth in this Section 12.17.1, and hold harmless each Originator Indemnified Party for any and all Originator Indemnified Amounts arising out of, relating to or in connection with:

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable Lawlaw, but subject to Sections 12.1(b7.1(b) and 13.58.6, Seller hereby agrees to indemnify and hold harmless Administrative AgentBuyer, each Program Administrator, each Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of the foregoing Buyer’s Affiliates and each all of their respective Affiliatessuccessors, transferees, participants and assigns, including all Persons referred to in Section 8.4 hereof, and all directorsofficers, members, managers, directors, shareholders, officerscontrolling persons, employees and attorneys or agents of any of the foregoing (each an “Seller Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related reasonable and documented out-of-pocket costs and expenses (including all filing fees), including reasonable attorneys’, consultants’ and accountants’ fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3, (all of the foregoing foregoing, subject to the proviso below and without duplication, being collectively referred to as “Seller Indemnified Amounts”) awarded against or incurred by any of them arising out of, relating to or in connection with the Transaction Documents, any of the transactions contemplated thereby, or the ownership, maintenance or funding, directly or indirectly, purchasing of the Asset Interest (or any part thereof) Receivables or in respect of or related to any Collateral, including Pool Receivables Receivable or any Related Assets Security or otherwise arising out of or relating to or in connection with the actions or inactions of Seller, Master Servicer any Originator or any other party to a Transaction Document (other than such Indemnified Party), their Affiliates; provided, however, notwithstanding anything to the contrary in this Article XIIVII, excluding Seller Indemnified Amounts solely to the extent shall not include any amounts (x) determined by a court of competent jurisdiction to that have resulted from the fraud, bad faith, gross negligence or willful misconduct on the part of such any Seller Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction (other than Seller, any Originator or their Affiliates), (y) they that constitute recourse with respect to the value or collectability of a Pool Receivable and the Related Assets or recourse with respect to a Receivable by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, creditworthiness of the related ObligorObligor or (z) to the extent relating to relationships between or among each of, or any of, the Administrative Agent, the Lenders or any assignee or participant thereof. Without limiting the foregoing, Seller shall indemnify, subject to the express limitations set forth in this Section 12.17.1, and hold harmless each Seller Indemnified Party for any and all Seller Indemnified Amounts arising out of, relating to to, or in connection with:

General Indemnity. Without limiting any (a) Subject to the limitations and other rights which any such Person may have hereunder or under applicable Lawprovisions of Article X and this Article XI, but subject to Sections 12.1(b) the Seller and 13.5, Seller agrees the Physician Stockholders agree to indemnify and hold harmless Administrative Agent, each Program Administrator, each the Purchaser, each its respective Affiliates (including, after the Effective Time, the Company) and the successors and assigns of all of them, including Persons providing financing to the Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent in their capacity as successors or any Purchaser Agent, any assignee or successor of any assigns of the foregoing Purchaser, from, against and each in respect of their respective Affiliates, and all directors, members, managers, directors, shareholders, officers, employees and attorneys or agents of any of the foregoing (each an “Indemnified Party”), forthwith on demand, from and against any and all damagesLosses resulting from, losses, claims, liabilities and related costs and expenses (including all filing fees), including reasonable attorneys’, consultants’ and accountants’ fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3, (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of, relating to or in connection with or arising out of (i) any breach or alleged breach of any representation, warranty, covenant or agreement of the Seller, the Company or the Physician Stockholders contained herein or made in the Transaction DocumentsDocuments and any actual or threatened action or proceeding in connection with any breach or alleged breach, (ii) the conduct of the conduct of the operations of the Company or the Seller on or prior to the Effective Time, (iii) any liability for Taxes (x) of the Company, (y) incurred by reason of the Company being severally liable (pursuant to Treasury Regulation Section 1.1502-6, any analogous state, local, or foreign provision, or otherwise), in whole or in part, for any Tax of any affiliated group (as defined in Section 1504(a) of the transactions contemplated therebyCode or any analogous state, local or foreign provision), with respect to which the Company or any predecessor thereof may be or have been an includible corporation (as defined in Sections 1504(b) and (c) of the Code or such analogous state, local or foreign provision) (an "Affiliated Group"), (z) of any Person other than the Company for which the Company has liability as a transferee or successor, by contract or otherwise; and (iv) liabilities of the Company, the Seller or their respective subsidiaries and related Liens not set forth on Schedule 4.15 or 4.25 or reflected in either the Company's Financial Statements or the ownershipSeller's Financial Statements. The indemnification obligations to be borne by a Physician Stockholder shall be limited to his pro rata portion of such obligations based on his equity interest in the Practice. The Purchaser and the Merger Sub shall indemnify and hold harmless the Physician Stockholders, maintenance or fundingthe Seller, directly or indirectlytheir Affiliates and their successors and assigns from, of the Asset Interest (or any part thereof) or against and in respect of any and all Losses resulting from, incurred in connection with or related to any Collateral, including Pool Receivables or any Related Assets or otherwise arising out of any breach or relating to alleged breach of any representation, warranty, covenant or agreement of the Purchaser and any actual or threatened action or proceeding in connection with therewith. The party or parties being indemnified are referred to herein as the actions or inactions of Seller, Master Servicer or any other party to a Transaction Document (other than such Indemnified Party), provided, however, notwithstanding anything to the contrary in this Article XII, excluding Indemnified Amounts solely to the extent (x) determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct on the part of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction or (y) they constitute recourse with respect to a Pool Receivable "Indemnitee" and the Related Assets by reason of bankruptcy or insolvency, or indemnifying party is referred to herein as the financial or credit condition or financial default, of the related Obligor. Without limiting the foregoing, Seller shall indemnify, subject to the express limitations set forth in this Section 12.1, and hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to or in connection with:"Indemnitor".

General Indemnity. Without limiting any other rights which any Each of the Borrower and Petro-Canada, as the case may be, hereby covenants with the Agent and each Lender that it shall at all times hereafter keep the Agent and such Person may have hereunder Lender indemnified and held harmless from and against all suits (whether founded or under applicable Lawunfounded), but subject to Sections 12.1(b) and 13.5actions, Seller agrees to indemnify and hold harmless Administrative Agentproceedings, each Program Administratorjudgments, each Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative demands or claims instituted or made against the Agent or any Purchaser Agent, any assignee or successor of any of the foregoing and each of their respective Affiliatessuch Lender, and all directors, members, managers, directors, shareholders, officers, employees and attorneys or agents of any of the foregoing (each an “Indemnified Party”), forthwith on demand, from and against any and all damagescosts, losses, claimsliabilities, liabilities and related costs damages and expenses (including all filing fees), including reasonable attorneys’, consultants’ legal fees on a solicitor and accountants’ fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3, (all of the foregoing being collectively referred to as “Indemnified Amounts”his own client basis) awarded against or incurred by the Agent or such Lender in any of them way relating to, arising out of, relating or incidental to any Environmental Laws or in connection with Environmental Liabilities or any default by the Transaction DocumentsBorrower or Petro-Canada, as the case may be, under any provision of any of the transactions contemplated therebyLoan Documents (collectively, or the ownership"Damages"). This indemnity shall extend to the officers, maintenance or fundingdirectors, directly or indirectlyemployees, agents, shareholders and assignees of the Asset Interest Agent and each Lender (or any part thereof) or in respect of or related to any Collateraleach such person, including Pool Receivables or any Related Assets or otherwise arising out of or relating to or in connection together with the actions or inactions of SellerAgent and each Lender, Master Servicer or any other party to a Transaction Document (other than such an "Indemnified Party)") but shall not apply to Damages arising from or attributable to the wilful misconduct or negligence of any Indemnified Party. If any claim (in this Section 10.6 referred to as a "Claim") shall be asserted by any person against an Indemnified Party which may give rise to Damages, providedthe Indemnified Party shall promptly notify the Borrower and Petro-Canada in writing of all particulars of such Claim upon learning of same. The failure to give any such notice, however, notwithstanding anything shall not affect the Borrower's and Petro-Canada's liability to indemnify the contrary in this Article XII, excluding Indemnified Amounts solely Party except to the extent (x) determined such failure adversely affects the Borrower's and Petro-Canada's ability to defend, object to, oppose or contest that Claim. The Borrower and Petro-Canada shall at all times have the right, if no Event of Default has occurred and is continuing, at its sole expense, to resist, defend and compromise any Claim in the name of the Indemnified Party, by legal counsel acceptable to the Indemnified Party, acting reasonably, who will co-operate in such defence on a court reasonable basis; provided that the Indemnified Party shall have the right to participate in the defense or compromise of competent jurisdiction to have resulted from any Claim by other legal counsel of its choosing if the gross negligence or willful misconduct on Indemnified Party, acting reasonably, determines it should so participate; provided that the part fees and disbursements of such other counsel shall be for the account of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction or (y) they constitute recourse with respect to a Pool Receivable and the Related Assets by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor. Without limiting the foregoing, Seller shall indemnify, subject to the express limitations set forth in this Section 12.1, and hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to or in connection withPerson unless:

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable LawSubject to the limitations contained in Sections 7.6.1 and 7.6.2, but subject to Sections 12.1(b) IMS Holdco and 13.5the Principals hereby agree, Seller agrees jointly and severally, to indemnify the Purchaser and hold its affiliates, stockholders, officers, directors, employees, agents, representatives and successors, permitted assignees of the Purchaser and their affiliates (individually, a "Purchaser Indemnified Party" and collectively, the "Purchaser Indemnified Parties") against, and to protect, save and keep harmless Administrative Agentthe Purchaser Indemnified Parties from, each Program Administrator, each Purchaser, each and to pay on behalf of or reimburse the Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected PartyIndemnified Parties as and when incurred for, any suband all liabilities (including liabilities for Taxes), obligations, losses, damages, penalties, demands, claims, actions, suits, judgments, settlements, penalties, interest, out-agent of-pocket costs, expenses and disbursements (including reasonable costs of Administrative Agent investigation, and reasonable attorneys', accountants' and expert witnesses' fees) of whatever kind and nature (collectively, "Losses"), that may be imposed on or incurred by any Purchaser AgentIndemnified Party as a consequence of, in connection with, incident to, resulting from or arising out of or in any assignee way related to or successor by virtue of: (a) any misrepresentation, inaccuracy or breach of any warranty or representation contained in Article III.B hereof or in any certificate delivered by IMS Holdco or the Principals at the Closing or otherwise in connection herewith; (b) any action, demand, proceeding, investigation or claim by any third party (including any Governmental or Regulatory Authority) against or affecting any Purchaser Indemnified Party which may give rise to or evidence the existence of or relate to a misrepresentation or breach of any of the foregoing representations and each warranties of their respective AffiliatesIMS Holdco and the Principals contained in Article III.B hereof or in any certificate delivered by IMS Holdco and the Principals at the Closing or otherwise in connection herewith; (c) any breach or failure by IMS Holdco or any Principal to comply with, perform or discharge any obligation, agreement or covenant by IMS Holdco and all directors, members, managers, directors, shareholders, officers, employees and attorneys the Principals contained in this Agreement; (d) any liability or agents of obligation or any of the foregoing (each an “assertion against any Purchaser Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses (including all filing fees), including reasonable attorneys’, consultants’ and accountants’ fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3, (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of, relating to of or in connection with the Transaction Documents, any of the transactions contemplated thereby, or the ownership, maintenance or fundingrelating, directly or indirectly, to any Excluded Asset or any Retained Liability (as such terms are defined in the Conveyance Document) or other liability arising, in whole or in part, out of the Asset Interest (conduct of the business of IMS Holdco, the Company or any part thereofof its subsidiaries, if any, prior to the Closing except for the Assumed Liabilities (as such term is defined in the Conveyance Document); (e) any litigation or in respect of claim disclosed on Schedule 3.10 to this Agreement; (f) any liability or related to any Collateral, including Pool Receivables or any Related Assets or otherwise obligation arising out of or relating relating, directly or indirectly, to the classification of any individual performing services for IMS Holdco (i) as an independent contractor, (ii) as a freelancer, (iii) as a consultant or (iv) in any other capacity other than as an employee; (g) any liability or obligation arising out of or relating, directly or indirectly, to any violation by IMS Holdco, on or prior to the Closing, of the Fair Labor Standards Act or any similar state or local wage and hour Law, Order, ordinance or regulation; and (h) any liability or obligation in connection with that certain Consulting Agreement by and among the actions or inactions of SellerPrincipals, Master Servicer or any other party to a Transaction Document (other than such Indemnified Party)Xxxx Du Mont and IMS Holdco dated March 23, provided, however, notwithstanding anything to the contrary in this Article XII, excluding Indemnified Amounts solely to the extent (x) determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct on the part of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction or (y) they constitute recourse with respect to a Pool Receivable and the Related Assets by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor. Without limiting the foregoing, Seller shall indemnify, subject to the express limitations set forth in this Section 12.1, and hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to or in connection with:2009.

General Indemnity. Without limiting any other rights which any such ----------------- Person may have hereunder or under applicable Lawlaw, but subject to Sections 12.1(b) and 13.5, Seller Issuer hereby agrees to indemnify and hold harmless Administrative Agent, each Program of the Administrator, each PurchaserNoteholder, each Purchaser Agentthe Program Support Providers, each Enhancement Providerthe Indenture Trustee, each Liquidity Providerthe Eligible Lender Trustee, each other Affected Party, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of the foregoing and each of their respective Affiliates, and all directorssuccessors, memberstransferees, managersparticipants and assigns and all officers, directors, shareholders, officers, employees and attorneys or agents of any of the foregoing (each an “"Indemnified Party”"), forthwith on demand, from and against any and all damages, ----------------- losses, claims, liabilities and related costs and expenses (including all filing fees)expenses, including reasonable attorneys’, consultants’ and accountants’ ' fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3, (all of the foregoing being collectively referred to as “"Indemnified Amounts”") ------------------- awarded against or incurred by any of them arising out of, of or relating to or in connection with the Transaction Documents, any Documents or the funding of the transactions contemplated thereby, or the ownership, maintenance or funding, directly or indirectly, of the Asset Interest (or any part thereof) Noteholder Loans or in respect of or related to any CollateralFinanced Student Loan, including Pool Receivables or any Related Assets or otherwise arising out of or relating to or in connection with the actions or inactions of Seller, Master Servicer or any other party to a Transaction Document (other than such Indemnified Party), providedexcluding, however, notwithstanding anything (a) Indemnified Amounts to the contrary in this Article XII, excluding Indemnified Amounts solely to the --------- ------- extent (x) determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct on the part of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction or (yb) they constitute recourse with respect to a Pool Receivable and the Related Assets by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligorfor Defaulted Financed Student Loans (except as specifically provided herein). Without limiting the foregoing, Seller Issuer shall indemnify, subject to the express limitations set forth in this Section 12.1, and hold harmless indemnify each Indemnified Party for any and all Indemnified Amounts arising out of, of or relating to or in connection withto:

General Indemnity. Without limiting any In addition to each Loan Party's other rights which any such Person may have hereunder or Obligations under applicable Lawthis Agreement, but subject to Sections 12.1(b) each Loan Party agrees to, jointly and 13.5severally, Seller agrees to defend, protect, indemnify and hold harmless Administrative the Agent, each Program Administrator, each Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of Lender and the foregoing L/C Issuer and each all of their respective Affiliates, and all directors, members, managersofficers, directors, shareholdersemployees, officersattorneys, employees consultants and attorneys or agents of any of (collectively called the foregoing (each an “Indemnified Party”), forthwith on demand, "Indemnitees") from and against any and all losses, damages, lossesliabilities, claimsobligations, liabilities and related penalties, fees, reasonable costs and expenses (including all filing fees)including, including without limitation, reasonable attorneys’' fees, consultants’ costs and accountants’ fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3, (all of the foregoing being collectively referred to as “Indemnified Amounts”expenses) awarded against or incurred by any of them arising out ofsuch Indemnitees, relating whether prior to or in connection with from and after the Transaction DocumentsEffective Date, any of the transactions contemplated therebywhether direct, indirect or the ownershipconsequential, maintenance or funding, directly or indirectly, of the Asset Interest (or any part thereof) or in respect as a result of or related to any Collateral, including Pool Receivables or any Related Assets or otherwise arising out of from or relating to or in connection with any of the actions following: (i) the negotiation, preparation, execution or inactions performance or enforcement of Sellerthis Agreement, Master Servicer any other Loan Document or of any other document executed in connection with the transactions contemplated by this Agreement, (ii) the Agent's or any Lender's furnishing of funds to the Borrowers or the L/C Issuer's issuing of Letters of Credit for the account of the Borrowers under this Agreement or the other Loan Documents, including, without limitation, the management of any such Loans, the Reimbursement Obligations or the Letter of Credit Obligations, (iii) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, (iv) any claims, liabilities or losses with respect to or resulting from any omission of any Loan Party to pay or delay in paying any taxes, fees or similar impositions to be paid by it or (v) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party to a Transaction Document thereto (other than such collectively, the "Indemnified PartyMatters"), ; provided, however, notwithstanding anything that the Loan Parties shall not have any obligation to the contrary in any Indemnitee under this Article XII, excluding subsection (a) for any Indemnified Amounts solely to the extent (x) determined Matter caused by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct on the part of such Indemnified Party Indemnitee, as determined by a final non-appealable judgment by of a court of competent jurisdiction or (y) they constitute recourse with respect to a Pool Receivable and the Related Assets by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor. Without limiting the foregoing, Seller shall indemnify, subject to the express limitations set forth in this Section 12.1, and hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to or in connection with:jurisdiction.

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable Applicable Law, but subject to Sections 12.1(b) and 13.5Section 8.06, Seller hereby agrees to indemnify and hold harmless Administrative AgentBuyer, each Program AdministratorBuyer’s Affiliates, each Purchaserthe Borrower, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or and any Purchaser Agent, any assignee or successor of any of Secured Party under the foregoing Loan and each Security Agreement and all of their respective Affiliatessuccessors, transferees, participants and assigns, and all directorsofficers, members, managers, directors, shareholders, officers, employees and attorneys or agents of any of the foregoing (each an “Originator Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related reasonable and documented out-of-pocket costs and expenses (including all filing fees), including reasonable attorneys’and documented Attorney Costs, and reasonable consultants’ and accountants’ fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3, (all of the foregoing being collectively referred to as “Originator Indemnified Amounts”) awarded against or incurred by any of them arising out of, resulting from, relating to or in connection with the Transaction Documents, any of the transactions contemplated thereby, or the ownership, maintenance or funding, directly or indirectly, purchasing of the Asset Interest (or any part thereof) Receivables or in respect of or related to any CollateralReceivable or Related Assets, including Pool Receivables or any Related Assets or otherwise arising out of or relating to or in connection with the actions or inactions of SellerBuyer, Master Servicer Performance Guarantor, Seller or any other party to a Transaction Document (other than such Indemnified Party), Affiliate of any of them; provided, however, notwithstanding anything to the contrary in this Article XIIVII, excluding Originator Indemnified Amounts solely to the extent (x) determined by a court of competent jurisdiction to have resulted resulting solely from the gross negligence or willful misconduct on the part of such Seller Indemnified Party Party, as determined by a final non-appealable judgment by a court of competent jurisdiction or (y) they that constitute recourse with respect to a Pool Receivable and or the Related Assets by reason of bankruptcy an Event of Bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor. Without limiting or being limited by the foregoing, Seller Seller, jointly and severally, shall pay on demand indemnify, subject to the express limitations set forth in this Section 12.17.01, and hold harmless each Seller Indemnified Party for any and all amounts necessary to indemnify Seller Indemnified Party from and against any and all Originator Indemnified Amounts arising out of, relating to to, resulting from or in connection with:

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable Lawlaw, but subject to Sections 12.1(b) and 13.5, Seller UPFC agrees to indemnify and hold harmless Administrative the Administrative/Collateral Agent, the Investors, the Agents, the Custodian and each Program AdministratorEligible Assignee and each of their Affiliates, each Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of the foregoing and each of their respective Affiliatessuccessors, transferees, participants and assigns and all directors, members, managersofficers, directors, shareholders, officerscontrolling persons, employees and attorneys or agents of any of the foregoing (each of the foregoing Persons being individually called an “Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses (including all filing fees)expenses, including reasonable attorneys’, consultants’ and accountants’ fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3, (all of the foregoing being collectively referred to as called “Indemnified Amounts”) awarded against or incurred by any of them arising out of, of or relating to any Transaction Document or in connection with the Transaction Documents, any of the transactions contemplated thereby, thereby or the ownershipuse of proceeds therefrom by the Borrower, maintenance the Seller or fundingUACC, directly or indirectly, including (without limitation) in respect of the Asset Interest (or funding of any part thereof) Advance or in respect of or related to any CollateralTransferred Contract, including Pool Receivables or any Related Assets or otherwise arising out of or relating to or in connection with the actions or inactions of Seller, Master Servicer or any other party to a Transaction Document (other than such Indemnified Party), providedexcluding, however, notwithstanding anything to the contrary in this Article XII, excluding (a) Indemnified Amounts solely payable to an Indemnified Party to the extent (x) determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct on the part of such any Indemnified Party or its agent or subcontractor, (b) except as determined by a final otherwise provided herein, non-appealable judgment payment by a court any Obligor of competent jurisdiction or (y) they constitute recourse an amount due and payable with respect to a Pool Receivable and Transferred Contract, (c) any loss in value of any Financed Vehicle or Permitted Investment due to changes in market conditions or for other reasons beyond the Related Assets by reason control of bankruptcy or insolvencythe Borrower, the Seller or the financial Servicer or credit condition (d) any tax upon or financial default, of the related Obligormeasured by net income on any Indemnified Party. Without limiting the foregoing, Seller shall indemnify, but subject to the express limitations set forth in this Section 12.1exclusions (a) through (d) above, and hold harmless UPFC agrees to indemnify each Indemnified Party for any and all Indemnified Amounts arising out of, of or relating to or in connection withto:

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable LawExcept as otherwise provided herein, but subject to Sections 12.1(b) and 13.5, Seller the Corporation agrees to indemnify and hold harmless Administrative Agentsave the Indemnified Party harmless, each Program Administratorto the fullest extent permitted by law, each Purchaserincluding but not limited to that permitted under the CBCA, each Purchaser Agentas the same exists on the date hereof or may hereafter be amended (but, each Enhancement Providerin the case of such amendment, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of only to the foregoing and each of their respective Affiliates, and all directors, members, managers, directors, shareholders, officers, employees and attorneys or agents of any of extent that such amendment permits the foregoing (each an “Indemnified Party”), forthwith on demand, Corporation to provide broader indemnification rights than permitted prior to such amendment) from and against any and all damagescosts, charges, expenses, fees, losses, claims, damages or liabilities and related costs and expenses (including all filing legal or other professional fees), including reasonable attorneys’without limitation, consultants’ and accountants’ fees whether incurred alone or jointly with others, which the Indemnified Party may suffer, sustain, incur or be required to pay and disbursements but excluding all Excluded Taxes other than which arise out of or in respect of any amounts reimbursable pursuant to Section 3.3Claim which may be brought, (all commenced, made, prosecuted or threatened against the Indemnified Party, the Corporation, the Interested Corporation or any of the foregoing being collectively referred directors or officers of the Corporation or by reason of his acting or having acted as a director or officer of the Corporation or Interested Corporation and any act, deed, matter or thing done, made or permitted by the Indemnified Party or which the Indemnified Party failed or omitted to as “Indemnified Amounts”) awarded against or incurred by any of them do arising out of, relating to or in connection with the Transaction Documentsaffairs of the Corporation or Interested Corporation or the exercise by the Indemnified Party of the powers or the performance of the Indemnified Party's duties as a director or officer of the Corporation or the Interested Corporation including, without limitation, any of and all costs, charges, expenses, fees, losses, damages or liabilities which the transactions contemplated therebyIndemnified Party may suffer, sustain or the ownership, maintenance reasonably incur or funding, directly or indirectly, of the Asset Interest (or any part thereof) or in respect of or related be required to any Collateral, including Pool Receivables or any Related Assets or otherwise arising out of or relating to or pay in connection with investigating, initiating, defending, appealing, preparing for, providing evidence in, instructing and receiving the actions advice of counselor other professional advisor or inactions of Sellerotherwise, Master Servicer or any other party amount paid to a Transaction Document (other than such Indemnified Party)settle any Claim or satisfy any judgment, fine or penalty, provided, however, notwithstanding anything to that the contrary in this Article XII, excluding Indemnified Amounts solely to the extent (x) determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct on the part of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction or (y) they constitute recourse with respect to a Pool Receivable and the Related Assets by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor. Without limiting the foregoing, Seller shall indemnify, subject to the express limitations set forth indemnity provided for in this Section 12.1, and hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to or in connection with2.1 will only be available if:

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable Applicable Law, but subject to Sections 12.1(b) each Seller Party, jointly and 13.5severally, Seller hereby agrees to indemnify and hold harmless Administrative AgentBuyer, each Program Administrator, each Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of the foregoing Buyer’s Affiliates and each all of their respective Affiliatessuccessors, transferees, participants and assigns, and all directorsofficers, members, managers, directors, shareholders, officers, employees and attorneys or agents of any of the foregoing (each an “Indemnified PartyPerson”), forthwith on demand, from and against any and all damages, losses, claims, losses and liabilities and related costs and expenses (including all filing fees), including reasonable attorneys’, consultants’ and accountants’ fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3, Attorney Costs) (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of, relating to of or in connection with the resulting from this Framework Agreement or any other Transaction DocumentsAgreement, any of the transactions contemplated thereby, or the ownership, maintenance or fundingpurchasing of any Purchased Note, directly or indirectly, of the Asset Interest (or any part thereof) or in respect of or related to any Collateral, including Pool Receivables or any Related Assets or otherwise arising out of or relating to or in connection with the actions or inactions of Seller, Master Servicer or any other party to a Transaction Document Outfront Party; excluding however (other than such Indemnified Party), provided, however, notwithstanding anything to the contrary in this Article XII, excluding a) Indemnified Amounts solely to the extent (x) determined by a final non-appealable judgment of a court of competent jurisdiction to have holds that the Indemnified Amounts resulted solely from the gross negligence or willful misconduct on by the part Indemnified Person seeking indemnification or any material breach of such the obligations of the Indemnified Party as determined by a final Person under the Transaction Agreements and (b) Taxes (other than Taxes that represent losses, claims, damages etc. arising from any non-appealable judgment by a court of competent jurisdiction or (y) they constitute recourse with respect to a Pool Receivable and the Related Assets by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related ObligorTax claim). Without limiting or being limited by the foregoing, each Seller Party, jointly and severally, shall indemnify, subject pay on demand to the express limitations set forth in this Section 12.1, and hold harmless each Indemnified Party for Person any and all amounts necessary to indemnify the Indemnified Person from and against any and all Indemnified Amounts arising out of, relating to or resulting from any of the following (but excluding Indemnified Amounts and Taxes described in connection with:clauses (a) and (b) above (other than the Taxes specifically enumerated in clause (xii) below)):

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable LawExcept as otherwise provided herein, but subject to Sections 12.1(b) and 13.5, Seller the Corporation agrees to indemnify and hold harmless Administrative Agentsave the Indemnified Party harmless, each Program Administratorto the fullest extent permitted by law, each Purchaserincluding but not limited to that permitted under the CBCA, each Purchaser Agentas the same exists on the date hereof or may hereafter be amended (but, each Enhancement Providerin the case of such amendment, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of only to the foregoing and each of their respective Affiliates, and all directors, members, managers, directors, shareholders, officers, employees and attorneys or agents of any of extent that such amendment permits the foregoing (each an “Indemnified Party”), forthwith on demand, Corporation to provide broader indemnification rights than permitted prior to such amendment) from and against any and all damagescosts, charges, expenses, fees, losses, claims, damages or liabilities and related costs and expenses (including all filing legal or other professional fees), including reasonable attorneys’without limitation, consultants’ and accountants’ fees whether incurred alone or jointly with others, which the Indemnified Party may suffer, sustain, incur or be required to pay and disbursements but excluding all Excluded Taxes other than which arise out of or in respect of any amounts reimbursable pursuant to Section 3.3Claim which may be brought, (all commenced, made, prosecuted or threatened against the Indemnified Party, the Corporation, the Interested Corporation or any of the foregoing being collectively referred directors or officers of the Corporation or by reason of his acting or having acted as a director or officer of the Corporation or Interested Corporation and any act, deed, matter or thing done, made or permitted by the Indemnified Party or which the Indemnified Party failed or omitted to as “Indemnified Amounts”) awarded against or incurred by any of them do arising out of, relating to or in connection with the Transaction Documentsaffairs of the Corporation or Interested Corporation or the exercise by the Indemnified Party of the powers or the performance of the Indemnified Party's duties as a director or officer of the Corporation or the Interested Corporation including, without limitation, any of and all costs, charges, expenses, fees, losses, damages or liabilities which the transactions contemplated therebyIndemnified Party may suffer, sustain or the ownership, maintenance reasonably incur or funding, directly or indirectly, of the Asset Interest (or any part thereof) or in respect of or related be required to any Collateral, including Pool Receivables or any Related Assets or otherwise arising out of or relating to or pay in connection with investigating, initiating, defending, appealing, preparing for, providing evidence in, instructing and receiving the actions advice of counsel or inactions of Sellerother professional advisor or otherwise, Master Servicer or any other party amount paid to a Transaction Document (other than such Indemnified Party)settle any Claim or satisfy any judgment, fine or penalty, provided, however, notwithstanding anything to that the contrary in this Article XII, excluding Indemnified Amounts solely to the extent (x) determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct on the part of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction or (y) they constitute recourse with respect to a Pool Receivable and the Related Assets by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor. Without limiting the foregoing, Seller shall indemnify, subject to the express limitations set forth indemnity provided for in this Section 12.1, and hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to or in connection with2.1 will only be available if:

General Indemnity. Without limiting any In addition to each Loan Party's other rights which any such Person may have hereunder or Obligations under applicable Lawthis Agreement, but subject to Sections 12.1(b) each Loan Party agrees to, jointly and 13.5severally, Seller agrees to defend, protect, indemnify and hold harmless Administrative each Agent, each Program Administrator, each Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of Lender and the foregoing L/C Issuer and each all of their respective Affiliatesofficers, and all directors, members, managerspartners, directorsemployees, shareholdersattorneys, officers, employees consultants and attorneys or agents of any of (collectively called the foregoing (each an “Indemnified Party”), forthwith on demand, "Indemnitees") from and against any and all losses, damages, lossesliabilities, claimsobligations, liabilities and related penalties, fees, reasonable costs and expenses (including all filing fees)including, including without limitation, reasonable attorneys’' fees, consultants’ costs and accountants’ fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3, (all of the foregoing being collectively referred to as “Indemnified Amounts”expenses) awarded against or incurred by any of them arising out ofsuch Indemnitees, relating whether prior to or in connection with from and after the Transaction DocumentsInterim Facility Effective Date, any of the transactions contemplated therebywhether direct, indirect or the ownershipconsequential, maintenance or funding, directly or indirectly, of the Asset Interest (or any part thereof) or in respect as a result of or related to any Collateral, including Pool Receivables or any Related Assets or otherwise arising out of from or relating to or in connection with any of the actions following: (i) the negotiation, preparation, execution or inactions performance or enforcement of Sellerthis Agreement, Master Servicer any other Loan Document or of any other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent's or any Lender's furnishing of funds to the Borrowers or the L/C Issuer's issuing of Letter of Credit Accommodations for the account of the Borrowers under this Agreement or the other Loan Documents, including, without limitation, the management of any such Loans or the Letter of Credit Obligations, (iii) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party to a Transaction Document thereto (other than such collectively, the "Indemnified PartyMatters"), ; provided, however, notwithstanding anything to that the contrary in Loan Parties shall not have any obligation under this Article XII, excluding subsection (a) for any Indemnified Amounts solely to the extent Matter (x) determined to any Indemnitee caused by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct on the part of such Indemnified Party Indemnitee, as determined by a final non-appealable judgment by of a court of competent jurisdiction or (y) they constitute recourse with respect to a Pool Receivable and any Lender or its Indemnitees arising directly from any action solely between or among the Related Assets by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor. Without limiting the foregoing, Seller shall indemnify, subject to the express limitations set forth in this Section 12.1, and hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to or in connection with:Lenders.

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable Law, but subject to Sections 12.1(b) and 13.5, Seller agrees to The Company shall indemnify and hold harmless Administrative Agent, each Program Administrator, each Purchaser, each the Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of the foregoing and each of their respective Affiliates, and all the Purchaser’s directors, members, managers, directors, shareholders, officers, employees employees, agents, attorneys, accountants, consultants and attorneys or agents each Person, if any, who controls the Purchaser (the Purchaser and each of any of the foregoing (each such directors, officers, employees, agents, attorneys, accountants, consultants and control Persons is referred to as an “Indemnified Party”), forthwith on demand, ) and hold each of them harmless from and against any and all claims, damages, losses, claims, liabilities and related costs and reasonable expenses (including all filing fees), including reasonable attorneys’, consultants’ and accountants’ fees and disbursements but excluding of counsel with whom any Indemnified Party may consult in connection therewith and all Excluded Taxes other than reasonable expenses of litigation or preparation therefor) which any amounts reimbursable pursuant to Section 3.3, (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded Party may incur or which may be asserted against or incurred by any of them arising out of, relating to or Indemnified Party in connection with (a) the Transaction DocumentsIndemnified Party’s compliance with or contest of any subpoena or other process issued against it in any proceeding involving the Company or any of its Subsidiaries or their affiliates, (b) any litigation or investigation involving the Company, any of the transactions contemplated therebyits Subsidiaries or their affiliates, or any officer, director or employee thereof, (c) the ownershipexistence or exercise of any security rights with respect to the collateral under the Note Documents, maintenance or funding(d) this Agreement, directly or indirectly, of the Asset Interest (any other Note Document or any part thereof) transaction contemplated hereby or in respect of or related to any Collateral, including Pool Receivables or any Related Assets or otherwise arising out of or relating to or in connection with the actions or inactions of Seller, Master Servicer or any other party to a Transaction Document (other than such Indemnified Party), thereby; provided, however, notwithstanding anything that the foregoing indemnity shall not apply to litigation commenced by the Company against the Purchaser which seeks enforcement of any of the rights of the Company hereunder or under any other Note Document and is determined adversely to the contrary Purchaser in this Article XII, excluding Indemnified Amounts solely a final nonappealable judgment or to the extent (x) determined by a court of competent jurisdiction to have resulted such claims, damages, liabilities and expenses result from the Indemnified Party’s own gross negligence or willful misconduct on the part of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction or (y) they constitute recourse with respect to a Pool Receivable and the Related Assets by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor. Without limiting the foregoing, Seller shall indemnify, subject to the express limitations set forth in this Section 12.1, and hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to or in connection with:misconduct.

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable Law, but subject to Sections 12.1(b) and 13.5, Seller Lessee hereby agrees to indemnify each Indemnitee and hold its successors', assigns, directors, officers, employees, legal representatives, servants and agents against, and agrees to protect, save and keep harmless Administrative Agent, each Program Administrator, each Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent thereof from (whether or any Purchaser Agent, any assignee not the transactions contemplated herein or successor of in any of the foregoing other Operative Documents are consummated), any and each of their respective Affiliatesall liabilities, obligations, losses, damages, penalties, claims, actions, suits, and all directorsreasonable out-of-pocket costs, membersexpenses and disbursements (including reasonable legal fees and expenses but excluding internal costs and expenses such as salaries and overhead), managersof whatsoever kind and nature (collectively called "Expenses") imposed on, incurred by or asserted against any Indemnitee or any successors, permitted assigns, directors, shareholders, officers, employees and attorneys employees, legal representatives, servants or agents of thereof, in any of the foregoing (each an “Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses (including all filing fees), including reasonable attorneys’, consultants’ and accountants’ fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3, (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of, way relating to or in connection with arising out of (A) the Transaction Operative Documents, any of and the transactions contemplated thereby, the 747 Purchase Agreement, the DC-9 Purchase Agreement or any sublease of the Aircraft or the enforcement of any of the terms of any thereof, (B) the ownership, maintenance delivery, nondelivery, lease, sublease, possession, use, operation, condition, sale, return or funding, directly or indirectly, other disposition of the Asset Interest Leased Property including, without limitation, latent or other defects, whether or not discoverable, strict tort liability and any claim for patent, trademark or copyright infringement, or (C) the offer, sale or any part thereofdelivery of the Note (the indemnity in this clause (C) or in respect of or related to extend also to any Collateralperson who controls an Indemnitee, including Pool Receivables its successors, permitted assigns, employees, servants and agents within the meaning of Section 15 of the Securities Act of 1933, as amended); provided that the foregoing indemnity shall not extend, as to such Indemnitee, to any Expense resulting from or any Related Assets or otherwise arising out of or relating which would not have occurred but for one or more of the following: (A) any representation or warranty by such Indemnitee in the operative Documents being incorrect in any material respect; or (B) the failure by such Indemnitee to perform or observe any agreement, covenant or condition in connection with any of the actions operative Documents including, without limitation, the creation or inactions existence of Seller, Master Servicer a Lessor Lien; or any other party to a Transaction Document (other than such Indemnified Party), provided, however, notwithstanding anything to the contrary in this Article XII, excluding Indemnified Amounts solely to the extent (xC) determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee or its respective successors, permitted assigns, directors, officers, servants, agents or employees; or (D) a disposition (voluntary or involuntary) by the Owner Trustee of all or any part of its interest in the Leased Property, or any part thereof (other than as contemplated by the Lease or the Mortgage), or by such Indemnitee of all or any part of such Indemnitee's interest in the Leased Property, or any part thereof or in the Operative Documents other than during the continuance of an Event of Default under the Lease; or (E) any Taxes (as defined in Section 4A(b) hereof) whether or not Lessee is required to indemnify for such Taxes pursuant to Section 4A(b) hereof (it being understood that Section 4A(b) provides for Lessee's sole liability with respect to Taxes); or (F) acts or events which occur after the return of possession of the Leased Property, or any part thereof, to the Owner Trustee, as Lessor, or its designee pursuant to the terms of the Lease; or (G) the offer or sale of any interest in the Trust Estate or the Trust Agreement or any similar interest; or (H) in the case of an Indemnitee which is the Owner Participant or the Owner Trustee (in its individual or trust capacity) and the affiliates (as defined in the Guaranty and Subordination Agreement), successors and permitted assigns thereof, a failure on the part of such Indemnified Party as determined the Owner Trustee to use ordinary care to distribute in accordance with the Trust Agreement any amounts received and distributable by it thereunder, and in the case of an Indemnitee which is the Mortgagee and the affiliates, successors and permitted assigns thereof, a final non-appealable judgment failure on the part of the Mortgagee to apply, remit or distribute in accordance with the Mortgage any amounts received and required to be applied, remitted or distributed by a court of competent jurisdiction it thereunder; or (yI) they constitute recourse any loss of tax benefits or increase in tax liability under any tax law whether or not Lessee is required to indemnify therefor pursuant to this Lease (it being understood that Section 4A(b) provides for Lessee's sole liability with respect thereto). Lessee further agrees that any payment or indemnity pursuant to this Section 4A(c) in respect of any "Expenses" shall be in an amount which, after deduction of all Taxes required to be paid by such recipient with respect to such payment or indemnity under the laws of any Federal, state or local government or taxing authority in the United States or by any taxing authority or governmental subdivision of a Pool Receivable and foreign country, shall be equal to the Related Assets by reason of bankruptcy or insolvencyexcess, or the financial or credit condition or financial defaultif any, of (A) the related Obligoramount of such Expense over (B) the net reduction in Taxes required to be paid by such recipient resulting from the accrual or payment of such Expense. Without limiting the foregoing, Seller shall indemnify, subject to the express limitations set forth Nothing in this Section 12.1, and hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating 4A(c) shall be construed as a guaranty by Lessee of payments due pursuant to the Note or in connection with:of the residual value of the Aircraft.

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable Law, but subject to Sections 12.1(b) and 13.5, Seller the Borrower agrees to indemnify and hold harmless the Collateral Agent, the Administrative Agent, each Program AdministratorLender, each Purchaser, each Purchaser Group Agent, each Enhancement Provider, each Liquidity Provider, each other Affected PartyPerson, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of the foregoing and each of their respective Affiliates, and all directors, members, managers, directors, shareholders, officers, employees employees, and attorneys attorneys, or agents of any of the foregoing (each an “Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities liabilities, and related costs and expenses (including all filing fees)expenses, including reasonable and documented attorneys’, consultants’ and accountants’ fees and disbursements (subject to the limitations in respect of attorneys’ fees and disbursements set forth in the proviso to Section 12.06)] but excluding all Excluded Taxes (other than any amounts reimbursable pursuant to Section 3.3, Taxes specifically enumerated below) (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of, relating to or in connection with this Agreement or the other Transaction Documents, any of the transactions contemplated hereby or thereby, or the ownership, maintenance or funding, directly or indirectly, of the Asset Interest Pool Receivables or Related Assets (or any part portion thereof) or in respect of or related to any Collateral, including Pool Receivables or any Related Assets or otherwise arising out of or relating to or in connection with resulting from the actions or inactions of Sellerany ADT Entity, Master the Servicer or any other party to a Transaction Document (other than such Indemnified Party)of their respective Affiliates, provided, however, notwithstanding anything to the contrary in this Article XIIXI, excluding Indemnified Amounts solely to the extent (x) determined by a court of competent jurisdiction to have resulted resulting from the fraud, bad faith, gross negligence or willful misconduct on the part of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction or (y) they constitute recourse with respect to a Pool Receivable and the Related Assets by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligorjurisdiction. Without limiting the foregoing, Seller shall indemnify, generality of the foregoing but subject to the express limitations set forth in this Section 12.111.01, the Borrower shall indemnify and hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to to, or in connection withresulting from:

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable LawSubject to the limitations contained in Sections 7.6.1 and 7.6.2, but subject to Sections 12.1(b) Capital C Holdco and 13.5the Capital C Principals hereby agree, Seller agrees jointly and severally, to indemnify the Purchaser and hold its affiliates, stockholders, officers, directors, employees, agents, representatives and successors, permitted assignees of the Purchaser and their affiliates (individually, a "Purchaser Indemnified Party" and collectively, the "Purchaser Indemnified Parties") against, and to protect, save and keep harmless Administrative Agentthe Purchaser Indemnified Parties from, each Program Administrator, each Purchaser, each and to pay on behalf of or reimburse the Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected PartyIndemnified Parties as and when incurred for, any suband all liabilities (including liabilities for Taxes), obligations, losses, damages, penalties, demands, claims, actions, suits, judgments, settlements, penalties, interest, out-agent of-pocket costs, expenses and disbursements (including reasonable costs of Administrative Agent investigation, and reasonable attorneys', accountants' and expert witnesses' fees) of whatever kind and nature (collectively, "Losses"), that may be imposed on or incurred by any Purchaser AgentIndemnified Party as a consequence of, in connection with, incident to, resulting from or arising out of or in any assignee way related to or successor by virtue of: (a) any misrepresentation, inaccuracy or breach of any warranty or representation contained in Article III hereof or in any certificate delivered by Capital C Holdco or the Capital C Principals at the Closing or otherwise in connection herewith; (b) any action, demand, proceeding, investigation or claim by any third party (including any Governmental or Regulatory Authority) against or affecting any Purchaser Indemnified Party which may give rise to or evidence the existence of or relate to a misrepresentation or breach of any of the foregoing representations and each warranties of their respective AffiliatesCapital C Holdco or the applicable Capital C Principals contained in Article III hereof or in any certificate delivered by Capital C Holdco or the applicable Capital C Principals at the Closing or otherwise in connection herewith; (c) any breach or failure by Capital C Holdco or the applicable Capital C Principals to comply with, and all directorsperform or discharge any obligation, members, managers, directors, shareholders, officers, employees and attorneys agreement or agents of covenant by Capital C Holdco or the Capital C Principals contained in this Agreement; or (d) any of the foregoing (each an “liability or obligation or any assertion against any Purchaser Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses (including all filing fees), including reasonable attorneys’, consultants’ and accountants’ fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3, (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of, relating to of or in connection with the Transaction Documents, any of the transactions contemplated thereby, or the ownership, maintenance or fundingrelating, directly or indirectly, to any Excluded Asset or any Retained Liability (as such terms are defined in the Conveyance Documents) or other liability arising, in whole or in part, out of the Asset Interest (conduct of the business of Communications Holdco or any part thereof) of its subsidiaries or in respect of or related to any Collateralsuccessors, including Pool Receivables or any Related Assets or otherwise arising out of or relating to or in connection with the actions or inactions of Sellerif any, Master Servicer or any other party to a Transaction Document (other than such Indemnified Party), provided, however, notwithstanding anything prior to the contrary Closing except for the Assumed Liabilities (as such term is defined in this Article XII, excluding Indemnified Amounts solely to the extent (x) determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct on the part of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction or (y) they constitute recourse with respect to a Pool Receivable and the Related Assets by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor. Without limiting the foregoing, Seller shall indemnify, subject to the express limitations set forth in this Section 12.1, and hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to or in connection with:Conveyance Documents).

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable Lawlaw, but subject to Sections 12.1(b) and 13.5, the Seller hereby agrees to indemnify each of Wachovia, both individually and hold harmless Administrative Agent, each Program Administrator, each Purchaser, each as the Blue Ridge Purchaser Agent, each Enhancement ProviderBTM, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or any both individually and as the Victory Purchaser Agent, any assignee or successor of any of the foregoing and Purchasers, the Liquidity Banks, the Liquidity Agent, each of their respective Affiliates, and all directorssuccessors, memberstransferees, managersparticipants and assigns and all officers, directors, shareholders, officerscontrolling persons, employees and attorneys or agents of any of the foregoing (each an “Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses (including all filing fees)expenses, including reasonable attorneys’, consultants’ and accountants’ fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3, (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of, of or relating to or in connection with the Transaction Documents, any of the transactions contemplated thereby, Documents or the ownership, maintenance ownership or funding, directly or indirectly, funding of the Asset Interest (or any part thereof) or in respect of or related to any Collateral, including Pool Receivables Receivable or any Related Assets or otherwise arising out of or relating to or in connection with the actions or inactions of SellerContract, Master Servicer or any other party to a Transaction Document (other than such Indemnified Party), providedexcluding, however, notwithstanding anything to the contrary in this Article XII, excluding (x) Indemnified Amounts solely to the extent (x) determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct on the part of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction or (y) they constitute recourse with respect to a Pool Receivable and the Related Assets by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor(except as otherwise specifically provided in this Agreement) for Defaulted Receivables. Without limiting the foregoing, the Seller shall indemnify, subject to the express limitations set forth in this Section 12.1, and hold harmless indemnify each Indemnified Party for any and all Indemnified Amounts arising out of, of or relating to or in connection withto:

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable LawExcept as otherwise provided herein, but subject to Sections 12.1(b) and 13.5, Seller the Corporation agrees to indemnify and hold harmless Administrative Agentsave the Indemnified Party harmless, each Program Administratorto the fullest extent permitted by law, each Purchaserincluding but not limited to that permitted under the CBCA, each Purchaser Agentas the same exists on the date hereof or may hereafter be amended (but, each Enhancement Providerin the case of such amendment, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of only to the foregoing and each of their respective Affiliates, and all directors, members, managers, directors, shareholders, officers, employees and attorneys or agents of any of extent that such amendment permits the foregoing (each an “Indemnified Party”), forthwith on demand, Corporation to provide broader indemnification rights than permitted prior to such amendment) from and against any and all damagescosts, charges, expenses, fees, losses, claims, damages or liabilities and related costs and expenses (including all filing legal or other professional fees), including reasonable attorneys’without limitation, consultants’ and accountants’ fees whether incurred alone or jointly with others, which the Indemnified Party may suffer, sustain, incur or be required to pay and disbursements but excluding all Excluded Taxes other than which arise out of or in respect of any amounts reimbursable pursuant to Section 3.3Claim which may be brought, (all commenced, made, prosecuted or threatened against the Indemnified Party, the Corporation, the Interested Corporation or any of the foregoing being collectively referred directors or officers of the Corporation or by reason of her acting or having acted as a director or officer of the Corporation or Interested Corporation and any act, deed, matter or thing done, made or permitted by the Indemnified Party or which the Indemnified Party failed or omitted to as “Indemnified Amounts”) awarded against or incurred by any of them do arising out of, relating to or in connection with the Transaction Documentsaffairs of the Corporation or Interested Corporation or the exercise by the Indemnified Party of the powers or the performance of the Indemnified Party's duties as a director or officer of the Corporation or the Interested Corporation including, without limitation, any of and all costs, charges, expenses, fees, losses, damages or liabilities which the transactions contemplated therebyIndemnified Party may suffer, sustain or the ownership, maintenance reasonably incur or funding, directly or indirectly, of the Asset Interest (or any part thereof) or in respect of or related be required to any Collateral, including Pool Receivables or any Related Assets or otherwise arising out of or relating to or pay in connection with investigating, initiating, defending, appealing, preparing for, providing evidence in, instructing and receiving the actions advice of counsel or inactions of Sellerother professional advisor or otherwise, Master Servicer or any other party amount paid to a Transaction Document (other than such Indemnified Party)settle any Claim or satisfy any judgment, fine or penalty, provided, however, notwithstanding anything to that the contrary in this Article XII, excluding Indemnified Amounts solely to the extent (x) determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct on the part of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction or (y) they constitute recourse with respect to a Pool Receivable and the Related Assets by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor. Without limiting the foregoing, Seller shall indemnify, subject to the express limitations set forth indemnity provided for in this Section 12.1, and hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to or in connection with2.1 will only be available if:

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable LawThe Obligors will, but subject to Sections 12.1(b) jointly and 13.5severally, Seller agrees to indemnify the Lenders and hold them harmless Administrative Agentfrom any claims, damages, liabilities, losses and reasonable expenses (including reasonable fees and disbursements of counsel with whom any Indemnified Party may consult in connection therewith and all reasonable expenses of litigation or preparation therefor) resulting from the violation by the Borrower of Section 2.5. The Obligors will also, jointly and severally, indemnify each Lender, each Program Administrator, each Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of the foregoing Lenders' directors, officers and employees, and each Person, if any, who controls any Lender (each Lender and each of their respective Affiliates, and all such directors, members, managers, directors, shareholders, officers, employees and attorneys or agents of any of the foregoing (each control Persons is referred to as an “"Indemnified Party”), forthwith on demand, ") and hold each of them harmless from and against any and all claims, damages, lossesliabilities, claims, liabilities losses and related costs and reasonable expenses (including all filing fees), including reasonable attorneys’, consultants’ and accountants’ fees and disbursements but excluding of counsel with whom any Indemnified Party may consult in connection therewith and all Excluded Taxes other than reasonable expenses of litigation or preparation therefor) which any amounts reimbursable pursuant to Section 3.3, (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded Party may incur or which may be asserted against or incurred by any of them arising out of, relating to or Indemnified Party in connection with (a) the Transaction DocumentsIndemnified Party's compliance with or contest of any subpoena or other process issued against it in any proceeding involving any Restricted Company or Affiliates, (b) any litigation or investigation involving the Restricted Companies or their Affiliates, or any officer, director or employee thereof, (c) the existence or exercise of any security rights with respect to the Credit Security in accordance with the Credit Documents or (d) this Agreement, any other Credit Document or any transactions contemplated hereby or thereby, other than (i) litigation commenced by the Borrower against the Lenders which seeks enforcement of any of the transactions contemplated thereby, or the ownership, maintenance or funding, directly or indirectly, rights of the Asset Interest (Borrower hereunder or any part thereof) or in respect of or related to any Collateral, including Pool Receivables or any Related Assets or otherwise arising out of or relating to or in connection with the actions or inactions of Seller, Master Servicer or under any other party to a Transaction Credit Document (other than such Indemnified Party), provided, however, notwithstanding anything and is determined adversely to the contrary Lenders in this Article XII, excluding Indemnified Amounts solely a final nonappealable judgment and (ii) to the extent (x) determined by such claims, damages, liabilities, losses and expenses result from a court of competent jurisdiction to have resulted from the Lender's gross negligence or willful misconduct on the part of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction or (y) they constitute recourse with respect to a Pool Receivable and the Related Assets by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor. Without limiting the foregoing, Seller shall indemnify, subject to the express limitations set forth in this Section 12.1, and hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to or in connection with:misconduct.

General Indemnity. Without limiting any other rights which any ----------------- such Person may have hereunder or under applicable Law, but subject to Sections 12.1(b) and 13.5law, Seller and Servicer each hereby jointly and severally agrees to indemnify and hold harmless Administrative each of the Administrator, Purchasers, the Liquidity Banks, the Credit Bank, the Relationship Bank, the Liquidity Agent, each Program Administrator, each the Back-Up Purchaser, each Purchaser the Paying Agent, each Enhancement Providerthe Back-Up Servicer and the Custodian, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of the foregoing and each of their respective Affiliates, and all directorssuccessors, memberstransferees, managersparticipants and assigns and all officers, directors, shareholders, officerscontrolling persons, employees and attorneys or agents of any of the foregoing (each an “"Indemnified Party”"), forthwith on ----------------- demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses (including all filing fees)expenses, including reasonable attorneys’, consultants’ and accountants’ ' fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3, (all of the foregoing being collectively referred to as “"Indemnified Amounts”") awarded against or incurred by any of them arising out of, relating to or in connection with the Transaction Documents, any of the transactions contemplated thereby, or the ownership, maintenance or funding, directly or indirectly, of the Asset Interest (or any part thereof) or in respect of or related to any Collateral, including Pool Receivables or any Related Assets or otherwise arising -------------------- out of or relating to the Transaction Documents or the ownership or funding of the Purchasers' Interests or in connection with the actions or inactions respect of Seller, Master Servicer any Receivable or any other party to a Transaction Document (other than such Indemnified Party)Contract, providedexcluding, however, notwithstanding anything to the contrary in this Article XII, excluding (a) Indemnified Amounts solely to the extent (x) --------- ------- determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct on the part of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction or (yb) they constitute recourse with respect to a Pool Receivable and the Related Assets by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor(except as otherwise specifically provided in this Agreement) for Defaulted Receivables. Without limiting the foregoing, Seller and Servicer shall indemnify, subject to the express limitations set forth in this Section 12.1, and hold harmless indemnify each Indemnified Party for any and all Indemnified Amounts arising out of, of or relating to or in connection withto:

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable Lawlaw, but subject Seller, APR and Parent hereby agree to Sections 12.1(b) jointly and 13.5severally indemnify each of the Administrator, Seller agrees to indemnify and hold harmless Administrative Purchaser, the Liquidity Banks, the Credit Bank, the Relationship Bank, the Backup Purchaser, the Liquidity Agent, each Program Administrator, each Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of the foregoing and each of their respective Affiliates, and all directorssuccessors, memberstransferees, managersparticipants and assigns and all officers, directors, shareholders, officerscontrolling persons, employees and attorneys or agents of any of the foregoing (each an “"Indemnified Party”"), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses (including all filing fees)expenses, including reasonable attorneys’, consultants’ and accountants’ ' fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3, (all of the foregoing being collectively referred to as “"Indemnified Amounts”") awarded against or incurred by any of them arising out of, of or relating to or in connection with the Transaction Documents, any of the transactions contemplated thereby, Documents or the ownership, maintenance ownership or funding, directly or indirectly, funding of the Asset Interest (or any part thereof) or in respect of or related to any Collateral, including Pool Receivables Receivable or any Related Assets or otherwise arising out of or relating to or in connection with the actions or inactions of SellerContract, Master Servicer or any other party to a Transaction Document (other than such Indemnified Party), providedexcluding, however, notwithstanding anything to the contrary in this Article XII, excluding (a) Indemnified Amounts solely to the extent (x) determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct on the part of such Indemnified Party and (b) recourse (except as determined by a final non-appealable judgment by a court of competent jurisdiction or (yotherwise specifically provided in this Agreement) they constitute recourse with respect to a Pool Receivable and the Related Assets by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligorfor Defaulted Receivables. Without limiting the foregoing, Seller Seller, APR and Parent shall indemnify, subject to the express limitations set forth in this Section 12.1, jointly and hold harmless severally indemnify each Indemnified Party for any and all Indemnified Amounts arising out of, of or relating to or in connection withto:

General Indemnity. Without limiting any other rights which that any such Person may have hereunder or under applicable Law, but subject to Sections 12.1(b) and 13.5, Seller agrees to indemnify and hold harmless Administrative Agent, each Program Administrator, each Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent Beneficiary or any Purchaser Agent, any assignee or successor of any of the foregoing and each of their respective Affiliates, and all directors, members, managersofficers, directors, shareholdersagents, officersemployees, employees and attorneys controlling Persons or agents Affiliates of any of the foregoing (each an “Indemnified Party”)) may have hereunder, forthwith on demandunder any other Transaction Document or under applicable Law, the Performance Undertaking Provider hereby agrees to indemnify and hold harmless each Indemnified Party from and against any and all damages, losses, claims, liabilities liabilities, deficiencies, costs, disbursements and related costs and expenses (including all filing fees)expenses, including interest, penalties, amounts paid in settlement and reasonable attorneys’, consultants’ and accountants’ fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3, expenses (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of, relating to or Indemnified Party (including in connection with the Transaction Documentsor relating to any investigation by an Official Body, any of the transactions contemplated thereby, litigation or the ownership, maintenance lawsuit (actual or funding, directly or indirectly, of the Asset Interest (or any part thereofthreatened) or order, consent, decree, judgment, claim or other action of whatever sort (including the preparation of any defense with respect thereto)), in respect of or related to any Collateraleach case, including Pool Receivables or any Related Assets or otherwise arising out of or relating to or in connection with the actions or inactions of Seller, Master Servicer resulting from this Agreement or any other party to a Transaction Document (other than such Indemnified Party)or any transaction contemplated hereby or thereby, providedexcluding, however, notwithstanding anything to the contrary in this Article XII, excluding (a) Indemnified Amounts solely to the extent (x) determined by a court of competent jurisdiction to have that such Indemnified Amounts resulted from the gross negligence negligence, fraud or willful wilful misconduct on the part of such Indemnified Party; (b) recourse (except as otherwise specifically provided in this Agreement or any other Transaction Document) for Uncollectible Portfolio Receivables and the Related Security and Collections with respect thereto; (c) any Excluded Taxes and (d) any Indemnified Amount to the extent the same has been fully and finally paid in cash to such Indemnified Party pursuant to any other provision of this Agreement or any other Transaction Document; provided that nothing in this Section 3 shall be construed as determined by constituting a final non-appealable judgment by a court guarantee or indemnity in respect of competent jurisdiction or (y) they constitute recourse the Seller’s obligation to make payments with respect to a Pool Receivable and the Related Assets by reason of bankruptcy Yield, Fees or insolvency, or the financial or credit condition or financial default, of the related Obligor. Without limiting the foregoing, Seller shall indemnify, subject any Invested Amounts pursuant to the express limitations set forth in this Section 12.1, and hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to or in connection with:Receivables Transfer Agreement.

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable Law, but subject to Sections 12.1(b) and 13.5, Seller the Borrower agrees to indemnify and hold harmless the Collateral Agent, the Administrative Agent, each Program AdministratorLender, each Purchaser, each Purchaser Group Agent, each Enhancement Provider, each Liquidity Provider, each other Affected PartyPerson, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of the foregoing and each of their respective Affiliates, and all directors, members, managers, directors, shareholders, officers, employees employees, and attorneys attorneys, or agents of any of the foregoing (each an “Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities liabilities, and related costs and expenses (including all filing fees)expenses, including reasonable and documented attorneys’, consultants’ and accountants’ fees and disbursements (subject to the limitations in respect of attorneys’ fees and disbursements set forth in the proviso to Section 12.06) but excluding all Excluded Taxes (other than Taxes specifically enumerated below or any amounts reimbursable pursuant to Section 3.3Taxes that represent losses, claims, damages, etc. arising from any non- Tax claim) (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of, relating to or in connection with this Agreement or the other Transaction Documents, any of the transactions contemplated hereby or thereby, or the ownership, maintenance or funding, directly or indirectly, of the Asset Interest Pool Receivables or Related Assets (or any part portion thereof) or in respect of or related to any Collateral, including Pool Receivables or any Related Assets or otherwise arising out of or relating to or in connection with resulting from the actions or inactions of Sellerany ADT Entity, Master the Servicer or any other party to a Transaction Document (other than such Indemnified Party)of their respective Affiliates, provided, however, notwithstanding anything to the contrary in this Article XIIXI, excluding Indemnified Amounts solely to the extent (x) determined by a court of competent jurisdiction to have resulted resulting from the fraud, bad faith, gross negligence or willful 751499193.15 22727329 121 misconduct on the part of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction or (y) they constitute recourse with respect to a Pool Receivable and the Related Assets by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligorjurisdiction. Without limiting the foregoing, Seller shall indemnify, generality of the foregoing but subject to the express limitations set forth in this Section 12.111.01, the Borrower shall indemnify and hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to to, or resulting from: (i) the transfer by the Borrower of any interest in any Pool Receivable or Related Asset; (ii) any representation or warranty made by the Borrower under or in connection with:with any Transaction Document, any Loan Request, any Information Package, or any other information or report delivered by or on behalf of the Borrower pursuant hereto, which shall have been untrue, false, or incorrect when made or deemed made; (iii) the failure of the Borrower to comply with the terms of any Transaction Document, any applicable Law any Contract, any Pool Receivable, or Related Assets or the nonconformity of any Contract, Pool Receivable, or Related Assets with any such Law; (iv) the failure to vest in favor of the Collateral Agent a first priority perfected security interest in any Pool Receivables and all Related Assets against all Persons including any bankruptcy trustee or similar Person; (v) the failure to file, or any delay in filing of, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or under any other applicable Laws with respect to any Pool Receivable or Related Assets whether at the time of any Loan or at any time thereafter; (vi) any suit or claim related to the Pool Receivables or any Related Asset or any Transaction Document or any Supporting Letter of Credit (including any products liability, environmental liability, personal injury or property damage claim arising out of or in connection with the Solar Energy Systems that are the subject of any Pool Receivable); (vii) failure by the Borrower to comply with the “bulk sales” or analogous Laws of any jurisdiction; (viii) any loss arising, directly or indirectly, as a result of the imposition of sales or similar transfer type taxes or the failure by the Borrower to timely collect and remit to the appropriate authority any such taxes; (ix) any commingling of any Collections of Pool Receivables with any other funds; (x) the failure or delay to provide any Obligor with an invoice or other evidence of indebtedness; 751499193.15 22727329 122 (xi) any failure of the Borrower or Compass to pledge or assign, as applicable, any Pool Receivable or Related Asset contemplated to be so pledged or assigned under the Transaction Documents; or the violation or breach by any ADT Entity of any confidentiality provision, or of any similar covenant of non- disclosure, with respect to any Contract, or any other Indemnified Amount payable hereunder with respect to or resulting from any such violation or breach; (xii) the existence or assertion of any Adverse Claim in favor of any Governmental Authority or any other Person against the Payment Account, the Reserve Account, any Collection Account, Lock-Box, Collections, Receivable, or any related Contract or any portion or proceeds thereof, including, without limitation, as a result of any portion of the Payment Account, the Reserve Account, any such Collection Account, Lock-Box, Collections, Receivable, or any related Contract being attributable to governmental fees, surcharges, or taxes; (xiii) any Pool Receivable failing to constitute an Eligible Receivable; (xiv) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable in, or purporting to be in, the Receivable Pool (including, without limitation, a defense based on such Receivable or the related 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 of the Solar Energy System related to such Receivable or the furnishing or failure to furnish such Solar Energy System or relating to collection activities with respect to such Pool Receivable; (xv) any investigation, litigation or proceeding related to any Transaction Document or the use of proceeds, of the Loans or the ownership of Pool Receivables or the Related Assets; (xvi) any claim brought by any Person other than an Indemnified Party arising from any activity by the Borrower or any Affiliate of the Borrower in servicing, administering or collecting any Receivable; (xvii) the facts or circumstances giving rise to any Event of Termination or Unmatured Event of Termination; or (xviii) any inability to litigate any claim against any Obligor in respect of any Pool Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding. (b)

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable LawThe Sellers hereby severally agree, but subject to Sections 12.1(b) and 13.5not jointly and severally, Seller agrees to indemnify the Purchaser and hold harmless Administrative Agent, each Program Administrator, each Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of the foregoing and each of their respective Affiliates, and all directors, members, managersits officers, directors, shareholdersemployees, officersagents, employees stockholders, successors and attorneys or agents of any of the foregoing affiliates (each an individually, a “Purchaser Indemnified Party” and collectively, the “Purchaser Indemnified Parties”) against, and to protect, save and keep harmless the Purchaser Indemnified Parties from, and to assume liability for, the payment of all liabilities (including liabilities for Taxes), forthwith on demand, from and against any and all damagesobligations, losses, damages, penalties, claims, liabilities actions, suits, judgments, settlements, out-of-pocket costs, expenses and related costs and expenses disbursements (including all filing fees)reasonable costs of investigation, including and reasonable attorneys’, consultantsaccountants’ and accountantsexpert witnesses’ fees fees) of whatever kind and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3nature (collectively, (all of the foregoing being collectively referred to as “Indemnified AmountsLosses”) awarded against ), that may be imposed on or incurred by any Purchaser Indemnified Party as a consequence of them arising out ofor in connection with: (i) any misrepresentation, relating inaccuracy or breach of any representation or warranty of the Company contained in Article III.B hereof; (ii) any breach of or failure by any of the Sellers to comply with or perform any agreement or covenant contained in this Agreement or in any other document, agreement or instrument executed in connection with the Transaction Documents, any of the transactions contemplated thereby, hereby; (iii) any litigation or claim disclosed on Schedule 3.10 of this Agreement; (iv) any Taxes due and owing by the ownership, maintenance or funding, directly or indirectly, of the Asset Interest (or any part thereof) or in respect of or related to any Collateral, including Pool Receivables or any Related Assets or otherwise arising out of or relating to or in connection with the actions or inactions of Seller, Master Servicer or any other party to a Transaction Document (other than such Indemnified Party), provided, however, notwithstanding anything to the contrary in this Article XII, excluding Indemnified Amounts solely to the extent (x) determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct on the part of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction or (y) they constitute recourse Company with respect to a Pool Receivable and any period ending on or prior to the Related Assets by reason of bankruptcy or insolvencyClosing Date, or (v) any costs incurred by the financial Purchaser pursuant to Section 7.3 or credit condition or financial default, of by the related ObligorCompany following the Closing pursuant to Section 7.3. Without limiting the foregoing, Seller shall indemnify, subject The term “Losses” as used herein is not limited to the express limitations set forth in this Section 12.1, and hold harmless each matters asserted by third parties against an Indemnified Party for any and all but includes Losses incurred or sustained by an Indemnified Amounts arising out of, relating to or Party in connection with:the absence of third party claims.

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable Applicable Law, but subject to Sections 12.1(b) Section 8.06, each Originator, jointly and 13.5severally, Seller hereby agrees to indemnify and hold harmless Administrative AgentBuyer, each Program Administrator, each Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of the foregoing Buyer’s Affiliates and each all of their respective Affiliatessuccessors, transferees, participants and assigns, Administrative Agent and any Secured Party under the Loan and Security Agreement, and all directorsofficers, members, managers, directors, shareholders, officers, employees and attorneys or agents of any of the foregoing (each an “Originator Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related reasonable and documented out-of-pocket costs and expenses (including all filing fees), including reasonable attorneys’Attorney Costs, and reasonable consultants’ and accountants’ fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3, (all of the foregoing being collectively referred to as “Originator Indemnified Amounts”) awarded against or incurred by any of them arising out of, relating to or in connection with the Transaction Documents, any of the transactions contemplated therebythereby (including the issuance of, or the fronting for, any Letter of Credit), or the ownership, maintenance or funding, directly or indirectly, purchasing of the Asset Interest (or any part thereof) Receivables or in respect of or related to any CollateralReceivable or Related Assets, including Pool Receivables the issuance or drawing of any Related Assets Letter of Credit or otherwise arising out of or relating to or in connection with the actions or inactions of SellerBuyer, Master Servicer Performance Guarantor, such Originator or any other party to a Transaction Document (other than such Indemnified Party), Affiliate of any of them; provided, however, notwithstanding anything to the contrary in this Article XIIVII, excluding Originator Indemnified Amounts solely to the extent (x) determined by a court of competent jurisdiction to have resulted resulting from the gross negligence or willful misconduct on the part of such Originator Indemnified Party Party, as determined by a final non-appealable judgment by a court of competent jurisdiction or (y) they that constitute recourse with respect to a Pool Receivable and or the Related Assets by reason of bankruptcy an Event of Bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor. Without limiting the foregoing, Seller each Originator, jointly and severally, shall indemnify, subject to the express limitations set forth in this Section 12.17.01, and hold harmless each Originator Indemnified Party for any and all Originator Indemnified Amounts arising out of, relating to or in connection with:

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable LawEach member of CGA shall release, but subject to Sections 12.1(b) and 13.5, Seller agrees to indemnify and hold harmless Administrative Agent, each Program Administrator, each Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Providerand unconditionally indemnify CGA, each other Affected Partymember of CGA, any sub-agent prior or subsequent members of Administrative Agent or any Purchaser AgentCGA, any assignee or successor the Board of any of the foregoing and each of their respective AffiliatesDirectors, and all directorsany current, membersprior, managersor subsequent individual member thereof, directorsthe President, shareholders, and the officers, employees agents, servants, employees, and attorneys or agents volunteers of any all of the foregoing (each an “Indemnified Party”), forthwith on demand, from herein individually and against any and all damages, losses, claims, liabilities and related costs and expenses (including all filing fees), including reasonable attorneys’, consultants’ and accountants’ fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3, (all of the foregoing being collectively referred to as “Indemnified AmountsIndemnitees”) awarded ), against and for all liability, claims, liens, demands, causes of action, costs, expenses or incurred by losses of any of them nature (including, but not limited to, attorneys’ fees, expenses, fines, and damages), whether arising out of, relating to in tort or in connection with the Transaction Documentscontract, which any of the transactions contemplated therebyIndemnitees suffer or sustain or become liable for by reason of accidents, losses or damages, death, illness or injuries either to the person or property of the indemnifying member, the Contractor, or the ownership, maintenance or funding, directly or indirectly, of the Asset Interest (or any part thereof) or in respect of or related to any Collateralthird party, including Pool Receivables or but not limited to federal and state governments and agencies thereof, in any Related Assets or otherwise manner arising out of or relating to or in connection connected with the actions requested or inactions actual use of SellerCGA’s assets or resources by or for the benefit of such Member, Master Servicer or any other party whether pursuant to a Transaction Document (other than such Indemnified Party)Contractor’s Agreement or otherwise. THE FOREGOING INDEMNITY AND HOLD HARMLESS AGREEMENT BY THE MEMBER SHALL BE APPLICABLE WHETHER OR NOT THE ACCIDENT, providedLOSSES OR DAMAGES, howeverDEATH, notwithstanding anything to ILLNESS OR INJURIES INDEMNIFIED AGAINST WERE CAUSED, OCCASIONED OR CONTRIBUTED TO, ACTUALLY OR ALLEGEDLY, BY THE NEGLIGENCE OR FAULT – SIMPLE, GROSS, SOLE, JOINT OR CONCURRENT – OF SAID INDEMNITEES; OR BY THE UNSEAWORTHINESS OF ANY VESSEL, “RUIN,” DEFECTS IN PREMISES, EQUIPMENT OR MATERIAL, OR ANY OTHER EVENT OR CONDITION WHETHER ANTICIPATED OR UNANTICIPATED, WHERESOEVER OCCURRING AND REGARDLESS OF WHETHER PREEXISTING THIS AGREEMENT. THIS INDEMNITY SHALL APPLY TO ANY CLAIMS, LIENS, DEMANDS, OR CAUSES OF ACTION BASED ON ANY THEORY OF LIABILITY, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, NEGLIGENCE PER SE, AND STRICT LIABILITY. The Member also covenants and agrees that the contrary in this Article XII, excluding Indemnified Amounts solely to the extent (x) determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct on the part of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction or (y) they constitute recourse with respect to a Pool Receivable and the Related Assets by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor. Without limiting the foregoing, Seller shall indemnify, subject to the express limitations set forth in this Section 12.1, indemnity and hold harmless each Indemnified Party for any and all Indemnified Amounts arising out ofobligation hereinabove undertaken shall not be limited, relating to restricted, or in connection with:any way affected by the amount of insurance carried by the Member. The Member further agrees to adhere to and abide by any indemnities contained in the Contractor’s Agreement or other agreements executed by the Member in accordance with this Agreement.

General Indemnity. Without limiting (a) The Borrower hereby agrees, whether or not any other rights which any such Person may have hereunder or under applicable Lawof the transactions hereby contemplated shall be consummated, but subject to Sections 12.1(b) assume full liability for, and 13.5, Seller agrees to does hereby indemnify and hold agree to protect, save and keep harmless Administrative Agentthe Guarantor, its respective successors and assigns, and the respective Affiliates, directors, officers, employees, servants and agents thereof (each, an "INDEMNIFIED PARTY"), on an after-tax basis, from and against, and pay or reimburse each Program Administrator, each Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Partysuch Indemnified Party for, any sub-agent and all Claims in any way relating to or arising out of Administrative Agent the Guarantor's or any Purchaser Agentthe Parent Guarantor's execution, any assignee or successor delivery and performance of any of the foregoing and each of their respective AffiliatesTransaction Documents (other than the Purchase Agreement). For purposes hereof, and all directors"CLAIMS" means liabilities, members, managers, directors, shareholders, officers, employees and attorneys or agents of any of the foregoing (each an “Indemnified Party”), forthwith on demand, from and against any and all damagesobligations, losses, damages, penalties (including civil or criminal), Taxes (other than Taxes on, based on, measured by or with respect to the net or gross income, capital, net worth, net or gross receipts, franchise or conduct of business (other than sales, use or similar Taxes) of any Indemnified Party (a "BUSINESS TAX") imposed by (X) the United States or (Y) any taxing authority other than the United States by or in which such Indemnified Party is subject to a Business Tax without regard to the transactions contemplated by the Transaction Documents), claims, liabilities actions, suits, costs, expenses and related costs disbursements (including reasonable legal fees and expenses (including all filing fees)and costs of investigation) of any kind and nature whatsoever, whether or not resulting from third party claims, including reasonable attorneys’without limitation those arising in contract, consultants’ tort or by strict or absolute liability or otherwise, and accountants’ fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3, (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against whether or incurred by any of them not arising out of, relating or occasioned in whole or in part by, the negligence of an Indemnified Party, whether active, passive, or imputed, which may be imposed on, incurred by or asserted against any Indemnified Party (except for (i) Claims arising out of the gross negligence, fraud or willful misconduct of such Indemnified Party; (ii) any Claim to the extent attributable to the breach of any contractual obligation by or the falsity or inaccuracy of any representation of, such Indemnified Party; (iii) any Claim to the extent attributable to the voluntary offer, sale or disposition by or on behalf of such Indemnified Person of its interest in the Transaction Documents or any part thereof or any security therefore other than following the occurrence of an Event of Default; (iv) any Claim (other than with respect to Taxes) to the extent that it is an ordinary and usual operating or overhead expense other than any such expense incurred by such Indemnified Party in connection with an Event of Default; (v) any expenses payable by the Transaction Documents, any Guarantor under Section 16 of the transactions contemplated thereby, Guaranty Agreement; and (vi) any Claim arising from any dispute or proceeding between the ownership, maintenance or funding, directly or indirectly, Guarantor and the Lender following a transfer of the Asset Interest (or any part thereof) or in respect Loans pursuant to Section 5 of or related to any Collateral, including Pool Receivables or any Related Assets or otherwise arising out of or relating to or in connection with the actions or inactions of Seller, Master Servicer or any other party to a Transaction Document (other than such Indemnified PartyGuaranty), provided, however, notwithstanding anything to the contrary in this Article XII, excluding Indemnified Amounts solely to the extent (x) determined by a court of competent jurisdiction to have resulted . Payments due from the gross negligence or willful misconduct on the part of Borrower to each Indemnified Party pursuant to this Section 7 shall be made directly to such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction or (y) they constitute recourse with respect to a Pool Receivable and the Related Assets by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor. Without limiting the foregoing, Seller shall indemnify, subject to the express limitations set forth in this Section 12.1, and hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to or in connection with:immediately available funds.

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable Law, but subject to Sections 12.1(b) and 13.5, the Seller agrees agree to indemnify and hold harmless the Collateral Agent, the Administrative Agent, each Program Administrator, each Purchaser, each Purchaser 78 Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of the foregoing and each of their respective Affiliates, and all directors, members, managers, directors, shareholders, officers, employees employees, and attorneys attorneys, or agents of any of the foregoing (each an “Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities liabilities, and related costs and expenses (including all filing fees)expenses, including reasonable and documented attorneys’, consultants’ and accountants’ fees and disbursements (subject to the limitations in respect of attorneys’ fees and disbursements set forth in the proviso to Section 13.6) but excluding all Excluded Taxes other than any amounts reimbursable pursuant to (indemnification for which shall be governed by Section 3.3, 3.3(e)) (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of, relating to or in connection with this Agreement or the other Transaction Documents, any of the transactions contemplated hereby or thereby, or the ownership, maintenance or funding, directly or indirectly, of the Asset Interest Pool Receivables or Related Assets (or any part portion thereof) or in respect of or related to any Collateral, including Pool Receivables or any Related Assets or otherwise arising out of or relating to or in connection with resulting from the actions or inactions of Sellerany ADT Entity, Master the Servicer or any other party to a Transaction Document (other than such Indemnified Party)of their respective Affiliates, provided, however, notwithstanding anything to the contrary in this Article XII, excluding Indemnified Amounts solely to the extent (x) determined by a court of competent jurisdiction to have resulted resulting from the fraud, bad faith, gross negligence or willful misconduct on the part of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction or (y) they constitute recourse with respect to a Pool Receivable and the Related Assets by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligorjurisdiction. Without limiting the foregoing, Seller shall indemnify, generality of the foregoing but subject to the express limitations set forth in this Section 12.1, the Seller shall indemnify and hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to to, or resulting from: (i) the transfer by the Seller of any interest in any Pool Receivable or Related Asset; (ii) any representation or warranty made by the Seller under or in connection with:with any Transaction Document, any Purchase Request, any Information Package, or any other information or report delivered by or on behalf of the Seller pursuant hereto, which shall have been untrue, false, or incorrect when made or deemed made; (iii) the failure of the Seller to comply with the terms of any Transaction Document, any applicable Law any Contract, any Pool Receivable, or Related Assets or the nonconformity of any Contract, Pool Receivable, or Related Assets with any such Law; (iv) the failure to vest in favor of the Collateral Agent of an enforceable perfected ownership interest, or a first priority perfected security interest, in any Pool Receivables and all Related Assets against all Persons including any bankruptcy trustee or similar Person; (v) the failure to file, or any delay in filing of, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or under any other applicable Laws with respect to any Pool Receivable whether at the time of any Purchase or at any time thereafter; 79 SK 28677 0004 8494650 v1726

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable Lawlaw, but subject to Sections 12.1(b) and 13.5, Seller UPFC agrees to indemnify and hold harmless Administrative the Administrative/Collateral Agent, the Investors, the Agents, the Custodian and each Program AdministratorEligible Assignee and each of their Affiliates, each Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of the foregoing and each of their respective Affiliatessuccessors, transferees, participants and assigns and all directors, members, managersofficers, directors, shareholders, officerscontrolling persons, employees and attorneys or agents of any of the foregoing (each of the foregoing Persons being individually called an “Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses (including all filing fees)expenses, including reasonable attorneys’, consultants’ and accountants’ fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3, (all of the foregoing being collectively referred to as called “Indemnified Amounts”) awarded against or incurred by any of them arising out of, of or relating to any Transaction Document or in connection with the Transaction Documents, any of the transactions contemplated thereby, thereby or the ownershipuse of proceeds therefrom by the Borrower, maintenance either Seller or fundingUACC, directly or indirectly, including (without limitation) in respect of the Asset Interest (or funding of any part thereof) Advance or in respect of or related to any CollateralTransferred Contract, including Pool Receivables or any Related Assets or otherwise arising out of or relating to or in connection with the actions or inactions of Seller, Master Servicer or any other party to a Transaction Document (other than such Indemnified Party), providedexcluding, however, notwithstanding anything to the contrary in this Article XII, excluding (a) Indemnified Amounts solely payable to an Indemnified Party to the extent (x) determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct on the part of such any Indemnified Party or its agent or subcontractor, (b) except as determined by a final otherwise provided herein, non-appealable judgment payment by a court any Obligor of competent jurisdiction or (y) they constitute recourse an amount due and payable with respect to a Pool Receivable and Transferred Contract, (c) any loss in value of any Financed Vehicle or Permitted Investment due to changes in market conditions or for other reasons beyond the Related Assets by reason control of bankruptcy or insolvencythe Borrower, the Sellers or the financial Servicer or credit condition (d) any tax upon or financial default, of the related Obligormeasured by net income on any Indemnified Party. Without limiting the foregoing, Seller shall indemnify, but subject to the express limitations set forth in this Section 12.1exclusions (a) through (d) above, and hold harmless UPFC agrees to indemnify each Indemnified Party for any and all Indemnified Amounts arising out of, of or relating to or in connection withto:

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable Applicable Law, but subject to Sections 12.1(b) Section 8.06, each Originator, jointly and 13.5severally, Seller hereby agrees to indemnify and hold harmless Administrative AgentBuyer, each Program AdministratorBuyer’s Affiliates, each Purchaserthe Seller, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or and any Purchaser Agent, any assignee or successor of any of Secured Party under the foregoing Receivables Purchase Agreement and each all of their respective Affiliatessuccessors, transferees, participants and assigns, and all directorsofficers, members, managers, directors, shareholders, officers, employees and attorneys or agents of any of the foregoing (each an “Originator Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related reasonable and documented out-of-pocket costs and expenses (including all filing fees), including reasonable attorneys’and documented Attorney Costs, and reasonable consultants’ and accountants’ fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3, (all of the foregoing being collectively referred to as “Originator Indemnified Amounts”) awarded against or incurred by any of them arising out of, resulting from, relating to or in connection with the Transaction Documents, any of the transactions contemplated therebythereby (including the issuance of, or the fronting for, any Letter of Credit), or the ownership, maintenance or funding, directly or indirectly, purchasing of the Asset Interest (or any part thereof) Receivables or in respect of or related to any CollateralReceivable or Related Assets, including Pool Receivables the issuance or drawing of any Related Assets Letter of Credit or otherwise arising out of or relating to or in connection with the actions or inactions of SellerBuyer, Master Servicer Performance Guarantor, such Originator or any other party to a Transaction Document (other than such Indemnified Party), Affiliate of any of them; provided, however, notwithstanding anything to the contrary in this Article XIIVII, excluding Originator Indemnified Amounts solely to the extent (x) determined by a court of competent jurisdiction to have resulted resulting solely from the gross negligence or willful misconduct on the part of such Originator Indemnified Party Party, as determined by a final non-appealable judgment by a court of competent jurisdiction or (y) they that constitute recourse with respect to a Pool Receivable and or the Related Assets by reason of bankruptcy an Event of Bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor. Without limiting or being limited by the foregoing, Seller each Originator, jointly and severally, shall pay on demand indemnify, subject to the express limitations set forth in this Section 12.17.01, and hold harmless each Originator Indemnified Party for any and all amounts necessary to indemnify such Originator Indemnified Party from and against any and all Originator Indemnified Amounts arising out of, relating to to, resulting from or in connection with:

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable Applicable Law, but subject to Sections 12.1(b) each Seller, jointly and 13.5severally, Seller hereby agrees to indemnify and hold harmless Administrative AgentBuyer, each Program Administratorits respective Affiliates and all of its respective successors, each Purchasertransferees, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of the foregoing participants and each of their respective Affiliatesassigns, and all directorsofficers, members, managers, directors, shareholders, officers, employees and attorneys or agents of any of the foregoing (each an “Indemnified PartyPerson”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related reasonable and documented out-of-pocket costs and expenses (including all filing fees), including reasonable attorneys’, consultants’ Attorney Costs and accountants’ fees and disbursements but excluding all Excluded Taxes (other than any amounts reimbursable pursuant to Section 3.3, Excluded Taxes)) (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of, relating to or in connection with the Transaction DocumentsAgreements, any of the transactions contemplated thereby, or the ownership, maintenance or fundingpurchasing of any Purchased Securities, directly or indirectly, of the Asset Interest (or any part thereof) or in respect of or related to any Collateral, including Pool Receivables or any Related Assets or otherwise arising out of or relating to or in connection with the actions or inactions of SellerSeller Agent, Master Servicer Guarantor, any Seller or any other party to a Transaction Document (other than such Indemnified Party), Affiliate of any of them in connection with any of the foregoing; provided, however, notwithstanding anything to the contrary in this Article XII9, excluding no such Seller shall be responsible for Indemnified Amounts solely to the extent (x) determined by a court of competent jurisdiction to have resulted resulting from the gross negligence or willful misconduct on the part of such Indemnified Party Person, as determined by a final non-appealable judgment by a court of competent jurisdiction or (y) they constitute recourse with respect to jurisdiction, as determined by a Pool Receivable and the Related Assets final non-appealable judgment by reason a court of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligorcompetent jurisdiction. Without limiting the foregoing, Seller each Seller, jointly and severally, shall indemnify, subject to the express limitations set forth in this Section 12.1, and hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to or in connection with:Section

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable Law, but subject to Sections 12.1(b) and 13.5, Seller agrees the Sellers agree to indemnify and hold harmless the Collateral Agent (including, without limitation, the Collateral Agent when acting in its capacity as “Directing Agent” under and as defined in the Intercreditor Agreement), each Administrative Agent, each Program Administrator, each Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, Agent and each other Affected Party, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of the foregoing Party and each of their respective Affiliates, and all directors, members, managers, directors, shareholders, officers, employees and attorneys or agents of any of the foregoing (each an “Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses (including all filing fees)expenses, including reasonable and documented attorneys’, consultants’ and accountants’ fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to (indemnification for which shall be governed by Section 3.3, 3.3(e)) (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of, relating to or in connection with the Transaction Documents, any of the transactions contemplated thereby, or the ownership, maintenance or funding, directly or indirectly, of the any Asset Interest Portfolio (or any part thereof) or in respect of or related to any Collateral, including Pool Receivables or any Related Assets or otherwise arising out of or relating to or in connection with resulting from the actions or inactions of any Seller, Master Servicer Servicer, Sprint Spectrum, any Originator or any other party to a Transaction Document (other than such Indemnified Party)Sprint Corporation, provided, however, notwithstanding anything to the contrary in this Article XII, excluding Indemnified Amounts solely to the extent (x) determined by a court of competent jurisdiction to have resulted resulting from the gross negligence or willful misconduct on the part of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction or (y) they constitute recourse with respect to resulting from a Pool Receivable and the Related Assets claim brought by reason any Seller against an Indemnified Party for breach of bankruptcy or insolvency, or the financial or credit condition or financial default, such Indemnified Party’s obligations under any Transaction Document as determined by a final non-appealable judgment by a court of the related Obligorcompetent jurisdiction. Without limiting the foregoing, Seller the Sellers shall indemnify, subject to the express limitations set forth in this Section 12.1, and hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to or in connection withresulting from:

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable Applicable Law, but subject to Sections 12.1(b) each Seller, jointly and 13.5severally, Seller hereby agrees to indemnify and hold harmless Administrative AgentBuyer, each Program Administrator, each Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of the foregoing Buyer’s Affiliates and each all of their respective Affiliatessuccessors, transferees, participants and assigns, and all directorsofficers, members, managers, directors, shareholders, officers, employees and attorneys or agents of any of the foregoing (each an “Indemnified PartyPerson”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related reasonable and documented out-of-pocket costs and expenses (including all filing fees), including reasonable attorneys’, consultants’ Attorney Costs and accountants’ fees and disbursements but excluding all Excluded Taxes (other than any amounts reimbursable pursuant to Section 3.3, Excluded Taxes)) (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of, relating to or in connection with the Transaction DocumentsAgreements, any of the transactions contemplated thereby, or the ownership, maintenance or fundingpurchasing of any Purchased Note, directly or indirectly, of the Asset Interest (or any part thereof) or in respect of or related to any Collateral, including Pool Receivables or any Related Assets or otherwise arising out of or relating to or in connection with the actions or inactions of SellerSellers’ Agent, Master Servicer Guarantor, such Seller or any other party to a Transaction Document (other than such Indemnified Party), Affiliate of any of them in connection with any of the foregoing; provided, however, notwithstanding anything to the contrary in this Article XII8, excluding no such Buyer shall be responsible for Indemnified Amounts solely to the extent (x) determined by a court of competent jurisdiction to have resulted resulting from the gross negligence or willful misconduct on the part of such Indemnified Party Person, as determined by a final non-appealable judgment by a court of competent jurisdiction jurisdiction, or (y) they constitute recourse with respect to resulting from a Pool Receivable and material breach of any Transaction Agreement on the Related Assets part of such Indemnified Person, as determined by reason a final non-appealable judgment by a court of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligorcompetent jurisdiction. Without limiting the foregoing, Seller each Seller, jointly and severally, shall indemnify, subject to the express limitations set forth in this Section 12.18.1, and hold harmless each Indemnified Party Person for any and all Indemnified Amounts arising out of, relating to or in connection with:

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable Lawlaw, but subject to Sections 12.1(b) and 13.5without duplication for amounts paid by the Master Servicer under Section 13.2, the Seller hereby agrees to indemnify each of Wachovia, both individually and hold harmless as the Administrative Agent, each Program Administrator, each the Purchaser, each Purchaser the Liquidity Banks, the Liquidity Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of the foregoing and each of their respective Affiliates, and all directorssuccessors, memberstransferees, managersparticipants and assigns and all officers, directors, shareholders, officerscontrolling persons, employees and attorneys or agents of any of the foregoing (each an “"Indemnified Party”"), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses (including all filing fees)expenses, including reasonable attorneys’, consultants’ and accountants’ ' fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3, (all of the foregoing being collectively referred to as “"Indemnified Amounts”") awarded against or incurred by any of them arising out of, of or relating to or in connection with the Transaction Documents, any of the transactions contemplated thereby, Documents or the ownership, maintenance ownership or funding, directly or indirectly, funding of the Asset Interest (or any part thereof) or in respect of or related to any Collateral, including Pool Receivables Receivable or any Related Assets or otherwise arising out of or relating to or in connection with the actions or inactions of Sellerrelated Contract, Master Servicer or any other party to a Transaction Document (other than such Indemnified Party), providedexcluding, however, notwithstanding anything to the contrary in this Article XII, excluding (a) Indemnified Amounts solely to the extent (x) determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct on the part of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction or (yb) they constitute recourse with respect (except as otherwise specifically provided in this Agreement) for nonpayment due to a Pool Receivable and the Related Assets by reason credit problems of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related an Obligor. Without limiting the foregoing, Seller shall indemnify, foregoing but subject to the express limitations set forth in this Section 12.1foregoing exclusion, and hold harmless the Seller shall indemnify each Indemnified Party for any and all Indemnified Amounts arising out of, of or relating to or in connection withto:

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable Law, but subject to Sections 12.1(b) The Borrowers shall indemnify the Lenders and 13.5, Seller agrees to indemnify the Agent and hold them harmless Administrative from any liability, loss or damage resulting from the violation by the Borrowers of Section 2.4. In addition, the Borrowers shall indemnify each Lender, the Agent, each Program Administrator, each Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of the foregoing Lenders' or the Agent's directors, officers and employees, and each Person, if any, who controls any Lender or the Agent (each Lender, the Agent and each of their respective Affiliates, and all such directors, members, managers, directors, shareholders, officers, employees and attorneys or agents of any of the foregoing (each control Persons is referred to as an “"Indemnified Party”), forthwith on demand, ") and hold each of them harmless from and against any and all claims, damages, losses, claims, liabilities and related costs and reasonable expenses (including all filing fees), including reasonable attorneys’, consultants’ and accountants’ fees and disbursements but excluding of counsel with whom any Indemnified Party may consult in connection therewith and all Excluded Taxes other than reasonable expenses of litigation or preparation therefor) which any amounts reimbursable pursuant to Section 3.3, (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded Party may incur or which may be asserted against or incurred by any of them arising out of, relating to or Indemnified Party in connection with (a) the Transaction Documents, Indemnified Party's compliance with or contest of any subpoena or other process issued against it in any proceeding involving any of the transactions contemplated therebyObligors or their Affiliates, (b) any litigation or investigation involving the Obligors or their Affiliates, or the ownershipany officer, maintenance director or fundingemployee thereof, directly or indirectly(c) this Agreement, of the Asset Interest (any other Credit Document or any part thereof) transaction contemplated hereby or in respect of or related to any Collateral, including Pool Receivables or any Related Assets or otherwise arising out of or relating to or in connection with the actions or inactions of Seller, Master Servicer or any other party to a Transaction Document (other than such Indemnified Party), thereby; provided, however, notwithstanding anything that the foregoing indemnity shall not apply to litigation commenced by any Borrower or Obligor against the Lenders or the Agent which seeks enforcement of any of the rights of such Borrower or Obligor hereunder or under any other Credit Document and is determined adversely to the contrary Lenders or the Agent in this Article XII, excluding Indemnified Amounts solely a final nonappealable judgment or to the extent (x) determined by such claims, damages, liabilities and expenses result from a court of competent jurisdiction to have resulted from Lender's or the Agent's gross negligence or willful misconduct on the part of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction or (y) they constitute recourse with respect to a Pool Receivable and the Related Assets by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor. Without limiting the foregoing, Seller shall indemnify, subject to the express limitations set forth in this Section 12.1, and hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to or in connection with:misconduct.

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable Law, but subject to Sections 12.1(b) and 13.5, Seller Borrower agrees to indemnify and hold ----------------- harmless Administrative AgentLender and its Affiliates and their partners, each Program Administrator, each Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of the foregoing and each of their respective Affiliates, and all directors, members, managersofficers, directors, shareholdersemployees, officersagents, employees attorneys and attorneys or agents of any of the foregoing advisors (each each, an “"Indemnified Party”), forthwith on demand, ") from ----------------- and against any and all claims, damages, losses, claims, liabilities and related costs and expenses (including all filing fees)including, including without limitation, reasonable attorneys’, consultants’ and accountants’ fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3, (all expenses of the foregoing being collectively referred to as “Indemnified Amounts”counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or incurred in connection with or by reason of, or in connection with the preparation for a defense of, any of them investigation, litigation or proceeding arising out of, relating related to or in connection with (i) this Agreement or any other Loan Document, the Transaction Documents, actual or proposed use of the proceeds hereunder or any of the transactions contemplated therebyhereby or by the other Loan Documents, or (ii) the ownership, maintenance or funding, directly or indirectly, Merger and any of the Asset Interest (other transactions contemplated hereby, in either case whether or not such investigation, litigation or proceeding is brought by Borrower, its directors, shareholders or creditors or an Indemnified Party or any part thereof) Indemnified Party is otherwise a party thereto and whether or in respect of or related to any Collateralnot the transactions contemplated hereby are consummated, including Pool Receivables or any Related Assets or otherwise arising out of or relating to or in connection with the actions or inactions of Seller, Master Servicer or any other party to a Transaction Document (other than such Indemnified Party), provided, however, notwithstanding anything to the contrary in this Article XII, excluding Indemnified Amounts solely except to the extent (x) determined such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the such Indemnified Party's gross negligence or willful misconduct on the part misconduct. Borrower also agrees not to assert any claim against Lender, any of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction or (y) they constitute recourse with respect to a Pool Receivable and the Related Assets by reason of bankruptcy or insolvencyits affiliates, or the financial any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or credit condition punitive damages arising out of or financial default, otherwise relating to any of the related Obligor. Without limiting the foregoing, Seller shall indemnify, subject to the express limitations set forth in this Section 12.1, and hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to transactions contemplated herein or in connection with:any other Loan Document or the actual or proposed use of the proceeds of the Loan.

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable Law, but subject to Sections 12.1(b) The Company shall indemnify the Secured Parties and 13.5, Seller agrees to indemnify the Administrative Agent and hold them harmless from any liability, loss or damage resulting from the violation by the Company of Section 2.5. In addition, the Company shall indemnify each Lender, the Administrative Agent, each Program Administrator, each Purchaser, each Purchaser the Collateral Agent, each Enhancement Providerof the Lenders’, the Administrative Agent’s or the Collateral Agent’s directors, officers, employees, agents, attorneys, accountants and consultants, and each Liquidity ProviderPerson, if any, who controls any Lender or the Administrative Agent (each other Affected Secured Party, any sub-agent of the Administrative Agent or any Purchaser Agent, any assignee or successor of any of the foregoing and each of their respective Affiliates, and all such directors, members, managers, directors, shareholders, officers, employees employees, agents, attorneys, accountants, consultants and attorneys or agents of any of the foregoing (each control Persons is referred to as an “Indemnified Party”), forthwith on demand, ) and hold each of them harmless from and against any and all claims, damages, lossesliabilities, claims, liabilities losses and related costs and reasonable expenses (including all filing fees), including reasonable attorneys’, consultants’ and accountants’ fees and disbursements but excluding of counsel with whom any Indemnified Party may consult in connection therewith and all Excluded Taxes other than reasonable expenses of litigation or preparation therefor) which any amounts reimbursable pursuant to Section 3.3, (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded Party may incur or which may be asserted against or incurred by any of them arising out of, relating to or Indemnified Party in connection with (a) the Transaction DocumentsIndemnified Party’s compliance with or contest of any subpoena or other process 100 issued against it in any proceeding involving the Company or any of its Subsidiaries or their Affiliates, (b) any litigation or investigation involving the Company, any of the transactions contemplated therebyits Subsidiaries or their Affiliates, or any officer, director or employee thereof, (c) the ownershipexistence or exercise of any security rights with respect to the Pledged Collateral in accordance with the Credit Documents, maintenance or funding(d) this Agreement, directly or indirectly, of the Asset Interest (any other Credit Document or any part thereof) transaction contemplated hereby or in respect of or related to any Collateral, including Pool Receivables or any Related Assets or otherwise arising out of or relating to or in connection with the actions or inactions of Seller, Master Servicer or any other party to a Transaction Document (other than such Indemnified Party), thereby; provided, however, notwithstanding anything that the foregoing indemnity shall not apply to litigation commenced by the Company against the Lenders or the Administrative Agent which seeks enforcement of any of the rights of the Company hereunder or under any other Credit Document and is determined adversely to the contrary Lenders or the Administrative Agent in this Article XII, excluding Indemnified Amounts solely a final nonappealable judgment or to the extent (x) determined by such claims, damages, liabilities and expenses result from a court of competent jurisdiction to have resulted from Lender’s or the Administrative Agent’s gross negligence or willful misconduct on the part of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction or (y) they constitute recourse with respect to a Pool Receivable and the Related Assets by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligormisconduct. Without limiting the foregoing, Seller shall indemnify, subject to the express limitations set forth in this Section 12.1, and hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to or in connection with:THE COMPANY EXPRESSLY ACKNOWLEDGES THAT IT MAY BE REQUIRED TO INDEMNIFY PERSONS AGAINST THEIR OWN NEGLIGENCE.

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable LawExcept as otherwise provided herein, but subject to Sections 12.1(b) and 13.5, Seller the Corporation agrees to indemnify and hold harmless Administrative Agentsave the Indemnified Party harmless, each Program Administratorto the fullest extent permitted by law, each Purchaserincluding but not limited to that permitted under the CBCA, each Purchaser Agentas the same exists on the date hereof or may hereafter be amended (but, each Enhancement Providerin the case of such amendment, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of only to the foregoing and each of their respective Affiliates, and all directors, members, managers, directors, shareholders, officers, employees and attorneys or agents of any of extent that such amendment permits the foregoing (each an “Indemnified Party”), forthwith on demand, Corporation to provide broader indemnification rights than permitted prior to such amendment) from and against any and all damagesan costs, charges, expenses, fees, losses, claims, damages or liabilities and related costs and expenses (including all filing legal or other professional fees), including reasonable attorneys’without limitation, consultants’ and accountants’ fees whether incurred alone or jointly with others, which the Indemnified Party may suffer, sustain, incur or be required to pay and disbursements but excluding all Excluded Taxes other than which arise out of or in respect of any amounts reimbursable pursuant to Section 3.3Claim which may be brought, (all commenced, made, prosecuted or threatened against the Indemnified Party, the Corporation, the Interested Corporation or any of the foregoing being collectively referred directors or officers of the Corporation or by reason of his acting or having acted as a director or officer of the Corporation or Interested Corporation and any act, deed, matter or thing done, made or permitted by the Indemnified Party or which the Indemnified Party failed or omitted to as “Indemnified Amounts”) awarded against or incurred by any of them do arising out of, relating to or in connection with the Transaction Documentsaffairs of the Corporation or Interested Corporation or the exercise by the Indemnified Party of the powers or the performance of the Indemnified Party’s duties as a director or officer of the Corporation or the Interested Corporation including, without limitation, any of and all costs, charges, expenses, fees, losses, damages or liabilities which the transactions contemplated therebyIndemnified Party may suffer, sustain or the ownership, maintenance reasonably incur or funding, directly or indirectly, of the Asset Interest (or any part thereof) or in respect of or related be required to any Collateral, including Pool Receivables or any Related Assets or otherwise arising out of or relating to or pay in connection with investigating, initiating, defending, appealing, preparing for, providing evidence in, instructing and receiving the actions advice of counselor other professional advisor or inactions of Sellerotherwise, Master Servicer or any other party amount paid to a Transaction Document (other than such Indemnified Party)settle any Claim or satisfy any judgment, fine or penalty, provided, however, notwithstanding anything to that the contrary in this Article XII, excluding Indemnified Amounts solely to the extent (x) determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct on the part of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction or (y) they constitute recourse with respect to a Pool Receivable and the Related Assets by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor. Without limiting the foregoing, Seller shall indemnify, subject to the express limitations set forth indemnity provided for in this Section 12.1, and hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to or in connection with2.1 will only be available if:

General Indemnity. Without limiting any other rights which any such Person the Buyer may have hereunder or under applicable Lawlaw, but subject to Sections 12.1(b) and 13.5, Seller each of the Sellers agrees to indemnify the Buyer and hold harmless Administrative Agentits successors, each Program Administratortransferees, each Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of the foregoing participants and each of their respective Affiliates, assigns and all directors, members, managersofficers, directors, shareholders, officerscontrolling persons, employees and attorneys or agents of any of the foregoing (each an “Indemnified Party”each, a "SELLER INDEMNIFIED PARTY"), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses (including all filing fees)expenses, including reasonable attorneys’, consultants’ and accountants’ ' fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3, (all of the foregoing being collectively referred to as “Indemnified Amounts”"SELLER INDEMNIFIED AMOUNTS") awarded against or incurred by any of them arising out of, relating to or in connection with the Transaction Documents, any of the transactions contemplated thereby, or the ownership, maintenance or funding, directly or indirectly, of the Asset Interest (or any part thereof) or in respect of or related to any Collateral, including Pool Receivables or any Related Assets or otherwise arising out of or relating to or in connection with the actions or inactions of SellerTransaction Documents and/or the Receivables and Related Rights sold by such Seller hereunder, Master Servicer or any other party to a Transaction Document EXCLUDING, HOWEVER, (other than such Indemnified Party), provided, however, notwithstanding anything to the contrary in this Article XII, excluding a) Seller Indemnified Amounts solely to the extent (x) determined by a court of competent jurisdiction to have resulted from the bad faith, gross negligence or willful misconduct on the part of such Seller Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction or (yb) they constitute recourse with (except as otherwise specifically provided in this Agreement) for Seller Indemnified Amounts to the extent the same includes losses in respect to a Pool Receivable and of Receivables which are uncollectible on account of the Related Assets by reason of insolvency, bankruptcy or insolvency, or the financial or credit condition or financial default, lack of creditworthiness of the related Obligor. Without limiting the foregoing, each of the Sellers shall indemnify each Seller shall indemnify, subject to the express limitations set forth in this Section 12.1, and hold harmless each Indemnified Party for any and all Seller Indemnified Amounts arising out of, of or relating to or in connection withto:

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable Applicable Law, but subject to Sections 12.1(b7.1(b) and 13.58.6, Seller each Originator, jointly and severally, hereby agrees to indemnify and hold harmless Administrative AgentBuyer, each Program Administrator, each Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of the foregoing Buyer’s Affiliates and each all of their respective Affiliatessuccessors, transferees, participants and assigns, all Persons referred to in Section 8.4 hereof, and all directorsofficers, members, managers, directors, shareholders, officers, employees and attorneys or agents of any of the foregoing (each an “Originator Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related reasonable and documented out-of-pocket costs and expenses (including all filing fees), including reasonable attorneys’Attorney Costs, and reasonable consultants’ and accountants’ fees and disbursements disbursements, but excluding all Excluded Taxes other than any amounts reimbursable pursuant (except to Section 3.3, the extent provided in clauses (xvi) and (xx) below) (all of the foregoing being collectively referred to as “Originator Indemnified Amounts”) awarded against or incurred by any of them arising out of, relating to or in connection with the Transaction Documents, any of the transactions contemplated thereby, or the ownership, maintenance or funding, directly or indirectly, purchasing of the Asset Interest (or any part thereof) Receivables or in respect of or related to any Collateral, including Pool Receivables Receivable or any Related Assets or otherwise arising out of or relating to or in connection with the actions or inactions of SellerBuyer, Master Servicer Performance Guarantor, such Originator or any other party to a Transaction Document (other than such Indemnified Party), Affiliate of any of them; provided, however, notwithstanding anything to the contrary in this Article XIIVII, excluding Originator Indemnified Amounts solely to the extent (x) determined by a court of competent jurisdiction to have resulted resulting from the gross negligence or willful misconduct on the part of such Originator Indemnified Party Party, as determined by a final non-appealable judgment by a court of competent jurisdiction or jurisdiction, (y) they resulting from a material breach of any Transaction Document on the part of such Originator Indemnified Party, as determined by a final non-appealable judgment by a court of competent jurisdiction, or (z) that constitute recourse with respect to a Pool Receivable and or the Related Assets by reason of bankruptcy an Event of Bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor. Without limiting the foregoing, Seller each Originator, jointly and severally, shall indemnify, subject to the express limitations set forth in this Section 12.17.1, and hold harmless each Originator Indemnified Party for any and all Originator Indemnified Amounts arising out of, relating to or in connection with:

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable LawSubject to the limitations contained in Sections 8.6.1 and 8.6.2, but subject to Sections 12.1(b) the Company and 13.5the Senior Lender, Seller agrees hereby agree, jointly and severally, to indemnify the Purchaser and hold its Affiliates, stockholders, officers, directors, employees, agents, representatives and successors, permitted assignees of the Purchaser and their Affiliates (individually, a “Purchaser Indemnified Party” and collectively, the “Purchaser Indemnified Parties”) against, and to protect, save and keep harmless Administrative Agentthe Purchaser Indemnified Parties from, each Program Administrator, each Purchaser, each and to pay on behalf of or reimburse the Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected PartyIndemnified Parties as and when incurred for, any suband all liabilities (including liabilities for Taxes), obligations, losses, damages, penalties, demands, claims, actions, suits, judgments, settlements, penalties, interest, out-agent of-pocket costs, expenses and disbursements (including reasonable costs of Administrative Agent investigation, and reasonable attorneys’, accountants’ and expert witnesses’ fees) of whatever kind and nature (collectively, “Losses”), that may be imposed on or incurred by any Purchaser AgentIndemnified Party as a consequence of, in connection with, incident to, resulting from or arising out of or in any assignee way related to or successor by virtue of: (a) any misrepresentation, inaccuracy or breach of any warranty or representation contained in Article III.B hereof or in any certificate delivered by the Company at the Closing; (b) any action, demand, proceeding, investigation or claim by any third party (including any Governmental or Regulatory Authority) against or affecting any Purchaser Indemnified Party which may give rise to or evidence the existence of or relate to a misrepresentation or breach of any of the foregoing representations and each of their respective Affiliates, and all directors, members, managers, directors, shareholders, officers, employees and attorneys or agents of any warranties of the foregoing Company contained in Article III.B hereof or in any certificate delivered by the Company at the Closing; (each an “c) any breach or failure by the Company to comply with, perform or discharge any obligation, agreement or covenant by the Company contained in this Agreement; (d) any liability or obligation or any assertion against any Purchaser Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses (including all filing fees), including reasonable attorneys’, consultants’ and accountants’ fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3, (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of, relating to of or in connection with the Transaction Documents, any of the transactions contemplated thereby, or the ownership, maintenance or fundingrelating, directly or indirectly, to any Excluded Asset or any Retained Liability or other liability arising, in whole or in part, out of the Asset Interest ownership or operation of the assets or business of the Company prior to the Closing except for the Assumed Liabilities; (e) any litigation or claim disclosed on Schedule 3.10 to this Agreement; (f) any part thereof) liability or in respect of or related to any Collateral, including Pool Receivables or any Related Assets or otherwise obligation arising out of or relating relating, directly or indirectly, to the classification of any individual performing services for the Company (i) as an independent contractor, (ii) as a freelancer, (iii) as a consultant or (iv) in connection with the actions or inactions of Seller, Master Servicer or any other party to a Transaction Document (capacity other than such Indemnified Party)as an employee; (g) any liability or obligation arising out of or relating, provideddirectly or indirectly, howeverto any violation by the Company, notwithstanding anything on or prior to the contrary in this Article XII, excluding Indemnified Amounts solely to the extent (x) determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct on the part of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction or (y) they constitute recourse with respect to a Pool Receivable and the Related Assets by reason of bankruptcy or insolvency, or the financial or credit condition or financial defaultClosing, of the related Obligor. Without limiting the foregoingFair Labor Standards Act or any similar state or local wage and hour Law, Seller shall indemnifyOrder, subject to the express limitations set forth in this Section 12.1, ordinance or regulation and hold harmless each Indemnified Party for (h) any and all Indemnified Amounts liability of obligation arising out ofof or relating, relating directly or indirectly, to or in connection with:any Company obligation to collect and pay sales taxes.

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable LawExcept as otherwise provided herein, but subject to Sections 12.1(b) and 13.5, Seller the Corporation agrees to indemnify and hold harmless Administrative Agentsave the Indemnified Party harmless, each Program Administratorto the fullest extent permitted by law, each Purchaserincluding but not limited to that permitted under the CBCA, each Purchaser Agentas the same exists on the date hereof or may hereafter be amended (but, each Enhancement Providerin the case of such amendment, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of only to the foregoing and each of their respective Affiliates, and all directors, members, managers, directors, shareholders, officers, employees and attorneys or agents of any of extent that such amendment permits the foregoing (each an “Indemnified Party”), forthwith on demand, Corporation to provide broader indemnification rights than permitted prior to such amendment) from and against any and all damagescosts, charges, expenses, fees, losses, claims, damages or liabilities and related costs and expenses (including all filing legal or other professional fees), including reasonable attorneys’without limitation, consultants’ and accountants’ fees whether incurred alone or jointly with others, which the Indemnified Party may suffer, sustain, incur or be required to pay and disbursements but excluding all Excluded Taxes other than which arise out of or in respect of any amounts reimbursable pursuant to Section 3.3Claim which may be brought, (all commenced, made, prosecuted or threatened against the Indemnified Party, the Corporation, the Interested Corporation or any of the foregoing being collectively referred directors or officers of the Corporation or by reason of his acting or having acted as a director or officer of the Corporation or Interested Corporation and any act, deed, matter or thing done, made or permitted by the Indemnified Party or which the Indemnified Party failed or omitted to as “Indemnified Amounts”) awarded against or incurred by any of them do arising out of, relating to or in connection with the Transaction Documentsaffairs of the Corporation or Interested Corporation or the exercise by the Indemnified Party of the powers or the performance of the Indemnified Party’s duties as a director or officer of the Corporation or the Interested Corporation including, without limitation, any of and all costs, charges, expenses, fees, losses, damages or liabilities which the transactions contemplated therebyIndemnified Party may suffer, sustain or the ownership, maintenance reasonably incur or funding, directly or indirectly, of the Asset Interest (or any part thereof) or in respect of or related be required to any Collateral, including Pool Receivables or any Related Assets or otherwise arising out of or relating to or pay in connection with investigating, initiating, defending, appealing, preparing for, providing evidence in, instructing and receiving the actions advice of counselor other professional advisor or inactions of Sellerotherwise, Master Servicer or any other party amount paid to a Transaction Document (other than such Indemnified Party)settle any Claim or satisfy any judgment, fine or penalty, provided, however, notwithstanding anything to that the contrary in this Article XII, excluding Indemnified Amounts solely to the extent (x) determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct on the part of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction or (y) they constitute recourse with respect to a Pool Receivable and the Related Assets by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor. Without limiting the foregoing, Seller shall indemnify, subject to the express limitations set forth indemnity provided for in this Section 12.1, and hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to or in connection with2.1 will only be available if:

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable Law, but subject to Sections 12.1(b) and 13.5, Seller agrees the Sellers agree to indemnify and hold harmless Administrative the Collateral Agent, each Program AdministratorAdministrative Agent, each Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, Agent and each other Affected Party, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of the foregoing Party and each of their respective Affiliates, and all directors, members, managers, directors, shareholders, officers, employees and attorneys or agents of any of the foregoing (each an “Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses (including all filing fees)expenses, including reasonable and documented attorneys’, consultants’ and accountants’ fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to (indemnification for which shall be governed by Section 3.3, 3.3(e)) (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of, relating to or in connection with the Transaction Documents, any of the transactions contemplated thereby, or the ownership, maintenance or funding, directly or indirectly, of the any Asset Interest Portfolio (or any part thereof) or in respect of or related to any Collateral, including Pool Receivables or any Related Assets or otherwise arising out of or relating to or in connection with resulting from the actions or inactions of any Seller, Master Servicer Servicer, Sprint Spectrum, any Originator or any other party to a Transaction Document (other than such Indemnified Party)Sprint Corporation, provided, however, notwithstanding anything to the contrary in this Article XII, excluding Indemnified Amounts solely to the extent (x) determined by a court of competent jurisdiction to have resulted resulting from the gross negligence or willful misconduct on the part of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction or (y) they constitute recourse with respect to resulting from a Pool Receivable and the Related Assets claim brought by reason any Seller against an Indemnified Party for breach of bankruptcy or insolvency, or the financial or credit condition or financial default, such Indemnified Party’s obligations under any Transaction Document as determined by a final non-appealable judgment by a court of the related Obligorcompetent jurisdiction. Without limiting the foregoing, Seller the Sellers shall indemnify, subject to the express limitations set forth in this Section 12.1, and hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to or in connection withresulting from:

General Indemnity. Without limiting any other rights which any such Person may have hereunder hereunder, under any Related Document or under applicable Lawlaw, but subject to Sections 12.1(b) and 13.5the Borrower hereby agrees, Seller agrees to indemnify and hold harmless each of the Administrative Agent, each Program Administratorthe Lender, each Purchaserthe Parallel Lenders, each Purchaser the Bank Agent, each Enhancement the Program Support Providers, the Liquidity Agent, the Surety Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or any Purchaser the Collateral Agent, any assignee or successor of any of the foregoing and Standby Servicer, the Collection Account Bank, each of their respective Affiliates, and all directorssuccessors, memberstransferees, managersparticipants and assigns and all officers, directors, shareholders, officerscontrolling persons, employees and attorneys or agents of any of the foregoing (each an “"Indemnified Party”"), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses (including all filing fees)expenses, including reasonable attorneys’, consultants’ and accountants’ ' fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3, (all of the foregoing being collectively referred to as “"Indemnified Amounts”") awarded against or incurred by any of them arising out of, of or relating to the Related Documents or in connection with the Transaction Documents, any ownership or funding of the transactions contemplated thereby, or the ownership, maintenance or funding, directly or indirectly, of the Asset Interest (or any part thereof) Collateral or in respect of or related to any Collateral, including Pool Receivables Receivable or any Related Assets or otherwise arising out of or relating to or in connection with the actions or inactions of SellerContract, Master Servicer or any other party to a Transaction Document (other than such Indemnified Party), providedexcluding, however, notwithstanding anything to the contrary in this Article XII, excluding (a) Indemnified Amounts solely to the extent (x) determined by a court of competent jurisdiction to have resulted resulting from the gross negligence or willful misconduct on the part of such any Indemnified Party as determined or its agents (other than Borrower) or subcontractors, (b) recourse for Defaulted Receivables, and (c) any tax upon or measured by a final non-appealable judgment by a court net income of competent jurisdiction or (y) they constitute recourse with respect to a Pool Receivable and the Related Assets by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligorany Indemnified Party. Without limiting the foregoing, Seller shall indemnify, but subject to the express limitations set forth in this Section 12.1foregoing exclusions, and hold harmless the Borrower shall indemnify each Indemnified Party for any and all Indemnified Amounts arising out of, of or relating to or in connection withto:

General Indemnity. Without limiting any In addition to the Borrower's other rights which any such Person may have hereunder or Obligations under applicable Lawthis Agreement, but subject to Sections 12.1(b) the Borrower agrees to, jointly and 13.5severally, Seller agrees to defend, protect, indemnify and hold harmless Administrative each Agent, each Program Administrator, each Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of Lender and the foregoing L/C Issuer and each all of their respective Affiliates, and all directors, members, managersofficers, directors, shareholdersemployees, officersattorneys, employees consultants and attorneys or agents of any of (collectively called the foregoing (each an “Indemnified Party”), forthwith on demand, "Indemnitees") from and against any and all losses, damages, lossesliabilities, claimsobligations, liabilities and related penalties, fees, reasonable costs and expenses (including all filing fees)including, including without limitation, reasonable attorneys’' fees, consultants’ costs and accountants’ fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3, (all of the foregoing being collectively referred to as “Indemnified Amounts”expenses) awarded against or incurred by any of them arising out ofsuch Indemnitees, relating whether prior to or in connection with from and after the Transaction DocumentsEffective Date, any of the transactions contemplated therebywhether direct, indirect or the ownershipconsequential, maintenance or funding, directly or indirectly, of the Asset Interest (or any part thereof) or in respect as a result of or related to any Collateral, including Pool Receivables or any Related Assets or otherwise arising out of from or relating to or in connection with any of the actions following: (i) the negotiation, preparation, execution or inactions performance or enforcement of Sellerthis Agreement, Master Servicer any other Loan Document or of any other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent's or any Lender's furnishing of funds to the Borrower or the L/C Issuer's issuing of Letters of Credit for the account of the Borrower under this Agreement or the other Loan Documents, including, without limitation, the management of any such Loans, the Reimbursement Obligations or the Letter of Credit Obligations, (iii) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party to a Transaction Document thereto (other than such collectively, the "Indemnified PartyMatters"), ; provided, however, notwithstanding anything that the Borrower shall not have any obligation to the contrary in any Indemnitee under this Article XII, excluding Section 12.15(a) for any Indemnified Amounts solely Matter caused by or attributable to the extent (x) determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct on the part of such Indemnified Party Indemnitee, as determined by a final non-appealable judgment by of a court of competent jurisdiction or (y) they constitute recourse with respect to a Pool Receivable and the Related Assets by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor. Without limiting the foregoing, Seller shall indemnify, subject to the express limitations set forth in this Section 12.1, and hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to or in connection with:jurisdiction.

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable Law, but subject to Sections 12.1(b) and 13.5, Seller agrees to indemnify and hold harmless Administrative Agent, The Borrower hereby covenants with each Program Administrator, each Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of the foregoing and each of Lender that it shall at all times hereafter keep the Agent and such Lender, their respective Affiliates, affiliates and all their directors, members, managers, directors, shareholders, officers, employees and attorneys or agents of any of the foregoing (each each, an “Indemnified Party”), forthwith on demand, ) indemnified and held harmless from and against any all suits (whether founded or unfounded), actions, proceedings, judgments, demands or claims instituted or made against such Indemnified Party, and all damagescosts, losses, claimsliabilities, liabilities and related costs damages and expenses (including all filing fees), including reasonable attorneys’, consultants’ and accountants’ fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3, (all expenses of the foregoing being collectively referred to as “Indemnified Amounts”counsel) awarded against or incurred by such Indemnified Party in any of them way relating to, arising out of, relating or incidental to any Environmental Laws or in connection with the Transaction Documents, any default by any Loan Party under any provision of any of the transactions contemplated thereby, or the ownership, maintenance or funding, directly or indirectly, of the Asset Interest (or any part thereof) or in respect of or related to any Collateral, including Pool Receivables or any Related Assets or otherwise arising out of or relating to or in connection with the actions or inactions of Seller, Master Servicer or any other party to a Transaction Document (other than such Indemnified Party), provided, however, notwithstanding anything to the contrary in this Article XII, excluding Indemnified Amounts solely Loan Documents except to the extent (x) determined by a court any of competent jurisdiction to have resulted the foregoing result directly from the gross negligence or willful misconduct on of such Indemnified Party. In case any proceeding shall be instituted involving any person in respect of which indemnity may be sought pursuant to this Section 10.6, the part applicable Indemnified Party shall promptly notify the Borrower in writing (but failure to do so shall not relieve the Borrower from any liability which it may have pursuant to this Section 10.6) and the Borrower, upon request of the Indemnified Party, shall retain counsel satisfactory to the Indemnified Party, acting reasonably, to represent the Indemnified Party and any others the Borrower may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction or (y) they constitute recourse with respect to a Pool Receivable and the Related Assets by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor. Without limiting the foregoing, Seller shall indemnify, subject to the express limitations set forth in this Section 12.1, and hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to or in connection withunless:

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable Applicable Law, but subject to Sections 12.1(b) and 13.5, Seller agrees to indemnify and hold harmless Administrative Agent, each Program Administrator, each Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or Agent, any Purchaser Agent, any assignee or successor of any of the foregoing and each of their respective Affiliates, and all directors, members, managers, directors, shareholders, officers, employees and attorneys or agents of any of the foregoing (each an “Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses (including all filing fees), including reasonable attorneys’, consultants’ and accountants’ fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3, 4.3 (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of, relating to or in connection with the Transaction Documents, any of the transactions contemplated thereby, or the ownership, maintenance or fundingpurchasing, directly or indirectly, of the Asset Interest Portfolio (or any part thereof) or in respect of or related to any Collateral, including Pool Receivables or any Related Seller Assets or otherwise arising out of or relating to or in connection with resulting from the actions or inactions of Seller, Master Servicer any Originator, Servicer, CHS, Performance Guarantor or any other party to a Transaction Document (other than such Indemnified Party), Document; provided, however, notwithstanding anything to the contrary in this Article XII, excluding in all events there shall be excluded from the foregoing indemnification any damages, claims, losses, costs, expenses, liabilities or other Indemnified Amounts solely to the extent resulting from (x) determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct on the part of such an Indemnified Party as determined by in a final non-appealable judgment by a court of competent jurisdiction or (y) they constitute recourse with respect the failure of an Account Debtor or Obligor to a pay any sum due under its Pool Receivable and the Related Assets by reason of bankruptcy or insolvency, or the financial or credit condition of such Account Debtor or financial default, Obligor (including the occurrence of an Insolvency Event with respect to the related applicable Account Debtor or Obligor). Without limiting the foregoing, Seller shall indemnify, subject to the express limitations set forth in this Section 12.1, and hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to or in connection withresulting from:

General Indemnity. Without limiting any other rights which any ----------------- such Person may have hereunder or under applicable Lawlaw, but subject to Sections 12.1(b) and 13.5, Seller AFS hereby agrees to indemnify and hold harmless Administrative each of the Agent, each Program Administratorthe Investors, each Purchaser, each Purchaser the Collateral Agent, each Enhancement Providerthe Custodian (if other than AFS), each Liquidity Providerthe Backup Servicer, the Borrower, the Trust Trustee and each other Affected PartyPerson and each of their Affiliates, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of the foregoing and each of their respective Affiliatessuccessors, transferees, participants and assigns and all directors, members, managersofficers, directors, shareholders, officerscontrolling persons, employees and attorneys or agents of any of the foregoing (each of the foregoing Persons being individually called an “"Indemnified Party”"), forthwith on demand, from and against any and all damages, ----------------- losses, claims, liabilities and related costs and expenses (including all filing fees)expenses, including reasonable attorneys’, consultants’ and accountants’ ' fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3, (all of the foregoing being collectively referred to as “called "Indemnified Amounts”") awarded against or incurred by any of them arising out of, relating to or in connection with the Transaction Documents, any of the transactions contemplated thereby, or the ownership, maintenance or funding, directly or indirectly, of the Asset Interest (or any part thereof) or in respect of or related to any Collateral, including Pool Receivables or any Related Assets or otherwise arising ------------------- out of or relating to any Transaction Document or the transactions contemplated thereby or the use of proceeds therefrom by the Borrower, including (without limitation) in respect of the funding of any Advance or in connection with the actions or inactions respect of Sellerany Transferred Receivable, Master Servicer or any other party to a Transaction Document (other than such Indemnified Party), providedexcluding, however, notwithstanding anything (a) Indemnified Amounts to the contrary in this Article XII, excluding Indemnified Amounts solely to the --------- ------- extent (x) determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct on the part of such Indemnified Party or its agent or subcontractor, (b) except as determined by a final otherwise provided herein, non-appealable judgment payment by a court any Obligor of competent jurisdiction or (y) they constitute recourse an amount due and payable with respect to a Pool Receivable and Transferred Receivable, (c) any loss in value of any Financed Vehicle or Permitted Investment due to changes in market conditions or for other reasons beyond the Related Assets by reason control of bankruptcy or insolvency, AFS or the financial Borrower or credit condition (d) any tax upon or financial default, of the related Obligormeasured by net income on any Indemnified Party. Without limiting the foregoing, Seller shall indemnify, but subject to the express limitations set forth in this Section 12.1exclusions (a) through (d) above, and hold harmless AFS agrees to indemnify each Indemnified Party for any and all Indemnified Amounts arising out of, of or relating to or in connection withto:

General Indemnity. Without limiting any other rights ---------------- which any such Person may have hereunder or under applicable Lawlaw, but subject to Sections 12.1(b) and 13.5, Seller the Company hereby agrees to indemnify and hold harmless Administrative each of the Administrator, Lender, the Liquidity Banks, the other Program Support Providers, the Liquidity Agent, each Program Administrator, each Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of the foregoing and each of their respective Affiliates, and all directorssuccessors, memberstransferees, managersparticipants and assigns and all officers, directors, shareholders, officerscontrolling persons, employees and attorneys or agents of any of the foregoing (each an “"Indemnified Party”"), ----------------- forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses (including all filing fees)expenses, including reasonable attorneys’, consultants’ and accountants’ ' fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3, (all of the foregoing being collectively referred to as “"Indemnified ----------- Amounts”") awarded against or incurred by any of them arising out of, ------- of or relating to or in connection with the Transaction Documents, any Documents or the ownership or funding of the transactions contemplated thereby, or the ownership, maintenance or funding, directly or indirectly, of the Asset Interest (or any part thereof) Loans or in respect of or related to any Collateral, including Pool Receivables Receivable or any Related Assets or otherwise arising out of or relating to or in connection with the actions or inactions of SellerContract, Master Servicer or any other party to a Transaction Document (other than such Indemnified Party), providedexcluding, however, notwithstanding anything (a) Indemnified Amounts to the contrary in this Article XII, excluding Indemnified Amounts solely to the --------- ------- extent (x) determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct on the part of such Indemnified Party Party, (b) recourse (except as determined by a final non-appealable judgment by a court of competent jurisdiction otherwise specifically provided in this Agreement) for Defaulted Receivables, (c) taxes on net income, or (yd) they constitute recourse with respect to a Pool Receivable and the Related Assets by reason Indemnified Amounts resulting solely from acts or omissions of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related ObligorServicer. Without limiting the foregoing, Seller the Company shall indemnify, subject to the express limitations set forth in this Section 12.1, and hold harmless indemnify each Indemnified Party for any and all Indemnified Amounts arising out of, of or relating to or in connection withto:

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable Law, but subject to Sections 12.1(b) and 13.5, each Seller agrees to indemnify and hold harmless Administrative Agentthe Buyer, each Program Administratorand any of Buyer’s respective successors, each Purchaserassigns, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, creditors (including any sub-agent for a group of Administrative Agent or any Purchaser Agent, any assignee or successor creditors; provided that the obligation to indemnify the expenses of any such agent under this Section 5.1(a) shall be limited to the expenses of the foregoing two agents for each class of creditors) and each of pledgees and their respective Affiliates, and all directors, members, managers, directors, shareholdersemployees, officers, employees directors and attorneys or agents of any of the foregoing equityholders (each an “Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses (including all filing fees)expenses, including reasonable and documented attorneys’, consultants’ and accountants’ fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3, (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of, relating to or in connection with the Transaction Documentsthis Agreement, any of the transactions contemplated thereby, or the ownership, maintenance or funding, directly or indirectly, of the Asset Interest (or any part thereof) or in respect of or related to any Collateral, including Pool Receivables or any Related Assets or otherwise arising out of or relating to or in connection with resulting from the actions or inactions of such Seller, Master Servicer or any other party to a Transaction Document (other than such Indemnified Party), provided, however, notwithstanding anything to the contrary in this Article XIIV, excluding Indemnified Amounts solely to the extent (x) determined by a court of competent jurisdiction to have resulted resulting from the gross negligence or willful misconduct on the part of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction or (y) they constitute recourse with respect to resulting from a Pool Receivable and the Related Assets claim brought by reason such Seller against an Indemnified Party for breach of bankruptcy or insolvency, or the financial or credit condition or financial default, such Indemnified Party’s obligations under any Loan Document as determined by a final non-appealable judgment by a court of the related Obligorcompetent jurisdiction. Without limiting the foregoing, such Seller shall indemnify, subject to the express limitations set forth in this Section 12.15.1, and hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to or in connection withresulting from:

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable Applicable Law, but subject to Sections 12.1(b) and 13.5, Seller agrees to indemnify and hold harmless Administrative Agent, each Program Administrator, each Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or Agent, any Purchaser Agent, any assignee or successor of any of the foregoing and each of their respective Affiliates, and all directors, members, managers, directors, shareholders, officers, employees and attorneys or agents of any of the foregoing (each an “Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses (including all filing fees), including reasonable attorneys’, consultants’ and accountants’ fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3, 4.3 (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of, relating to or in connection with the Transaction Documents, any of the transactions contemplated thereby, or the ownership, maintenance or funding, directly or indirectly, of the Asset Interest (or any part thereof) or in respect of or related to any CollateralSeller Assets, including Pool Receivables Assets or any Related Assets or otherwise arising out of or relating to or in connection with resulting from the actions or inactions of Seller, Master Servicer any Originator, Servicer, CHS, Performance Guarantor or any other party to a Transaction Document (other than such Indemnified Party), Document; provided, however, notwithstanding anything to the contrary in this Article XII, excluding in all events there shall be excluded from the foregoing indemnification any damages, claims, losses, costs, expenses, liabilities or other Indemnified Amounts solely to the extent resulting from (x) determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct on the part of such an Indemnified Party as determined by in a final non-appealable judgment by a court of competent 755931971 16509877 jurisdiction or (y) they constitute recourse with respect the failure of an Account Debtor or Obligor to a pay any sum due under its Pool Receivable and the Related Assets by reason of bankruptcy or insolvency, or the financial or credit condition of such Account Debtor or financial default, Obligor (including the occurrence of an Insolvency Event with respect to the related applicable Account Debtor or Obligor). Without limiting the foregoing, Seller shall indemnify, subject to the express limitations set forth in this Section 12.1, and hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to or in connection withresulting from:

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable Lawlaw, but subject to Sections 12.1(b) and 13.5, the Seller hereby agrees to indemnify BTMUNY, both individually and hold harmless as the Administrative Agent, each Program Administrator, each Purchaser, each Agent and the BTMU Purchaser Agent, each Enhancement Providerthe Purchasers, each the Liquidity ProviderBanks, each other Affected Party, any sub-agent of Administrative Agent or any Purchaser the Liquidity Agent, any assignee or successor of any of the foregoing and each of their respective Affiliates, and all directorssuccessors, memberstransferees, managersparticipants and assigns and all officers, directors, shareholders, officerscontrolling persons, and employees and attorneys or agents of any of the foregoing foregoing, and any successor servicer and subservicer not affiliated with Lennox (each an “Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses (including all filing fees)expenses, including reasonable attorneys’, consultants’ and accountants’ fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3, (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of, of or relating to or in connection with the Transaction Documents, any of the transactions contemplated thereby, Documents or the ownership, maintenance ownership or funding, directly or indirectly, funding of the Asset Interest (or any part thereof) or in respect of or related to any Collateral, including Pool Receivables Receivable or any Related Assets or otherwise arising out of or relating to or in connection with the actions or inactions of SellerContract, Master Servicer or any other party to a Transaction Document (other than such Indemnified Party), providedexcluding, however, notwithstanding anything to the contrary in this Article XII, excluding (x) Indemnified Amounts solely to the extent (x) determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct on the part of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction or (y) they constitute recourse with respect (except as otherwise specifically provided in this Agreement) for Defaulted Receivables; the Seller further agrees to a Pool Receivable indemnify any agent (which is not otherwise an Indemnified Party) of any of BTMUNY, the Agents, the Purchasers, the Liquidity Banks, and the Related Assets Liquidity Agent forthwith on demand, from and against any and all Indemnified Amounts awarded against or incurred by reason any of bankruptcy them arising out of or insolvency, caused by the gross negligence or the financial or credit condition or financial default, willful misconduct of the related ObligorSeller. Without limiting the foregoing, the Seller shall indemnify, subject to the express limitations set forth in this Section 12.1, and hold harmless indemnify each Indemnified Party for any and all Indemnified Amounts arising out of, of or relating to or in connection withto:

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable Applicable Law, but subject to Sections 12.1(b) Section 8.06, each Originator, jointly and 13.5severally, Seller hereby agrees to indemnify and hold harmless Administrative AgentBuyer, each Program AdministratorBuyer’s Affiliates, each Purchaserthe Borrower, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or and any Purchaser Agent, any assignee or successor of any of Secured Party under the foregoing Loan and each Security Agreement and all of their respective Affiliatessuccessors, transferees, participants and assigns, and all directorsofficers, members, managers, directors, shareholders, officers, employees and attorneys or agents of any of the foregoing (each an “Originator Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related reasonable and documented out-of-pocket costs and expenses (including all filing fees), including reasonable attorneys’and documented Attorney Costs, and reasonable consultants’ and accountants’ fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3, (all of the foregoing being collectively referred to as “Originator Indemnified Amounts”) awarded against or incurred by any of them arising out of, resulting from, relating to or in connection with the Transaction Documents, any of the transactions contemplated thereby, or the ownership, maintenance or funding, directly or indirectly, purchasing of the Asset Interest (or any part thereof) Receivables or in respect of or related to any CollateralReceivable or Related Assets, including Pool Receivables or any Related Assets or otherwise arising out of or relating to or in connection with the actions or inactions of SellerBuyer, Master Servicer Performance Guarantor, such Originator or any other party to a Transaction Document (other than such Indemnified Party), Affiliate of any of them; provided, however, notwithstanding anything to the contrary in this Article XIIVII, excluding Originator Indemnified Amounts solely to the extent (x) determined by a court of competent jurisdiction to have resulted resulting solely from the gross negligence or willful misconduct on the part of such Originator Indemnified Party Party, as determined by a final non-appealable judgment by a court of competent jurisdiction or (y) they that constitute recourse with respect to a Pool Receivable and or the Related Assets by reason of bankruptcy an Event of Bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor. Without limiting or being limited by the foregoing, Seller each Originator, jointly and severally, shall pay on demand indemnify, subject to the express limitations set forth in this Section 12.17.01, and hold harmless each Originator Indemnified Party for any and all amounts necessary to indemnify such Originator Indemnified Party from and against any and all Originator Indemnified Amounts arising out of, relating to to, resulting from or in connection with:

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable Lawlaw, but subject to Sections 12.1(b) and 13.5, Seller MFN hereby agrees to indemnify and hold harmless Administrative each of the Agent, each Program Administratorthe Investors, each Purchaser, each Purchaser the Collateral Agent, each Enhancement Providerthe Custodian, each Liquidity Providerthe Backup Servicer, the Designated Backup Subservicer, the Borrower, and each other Affected PartyPerson and each of their Affiliates, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of the foregoing and each of their respective Affiliatessuccessors, transferees, participants and assigns and all directors, members, managersofficers, directors, shareholders, officerscontrolling persons, employees and attorneys or agents of any of the foregoing (each of the foregoing Persons being individually called an “"Indemnified Party”"), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses (including all filing fees)expenses, including reasonable attorneys’, consultants’ and accountants’ ' fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3, (all of the foregoing being collectively referred to as “called "Indemnified Amounts”") awarded against or incurred by any of them arising out of, of or relating to any Transaction Document or in connection with the Transaction Documents, any of the transactions contemplated thereby, thereby or the ownershipuse of proceeds therefrom by any MFN Entity, maintenance or funding, directly or indirectly, including (without limitation) in respect of the Asset Interest (or funding of any part thereof) Advance or in respect of or related to any CollateralTransferred Receivable, including Pool Receivables or any Related Assets or otherwise arising out of or relating to or in connection with the actions or inactions of Seller, Master Servicer or any other party to a Transaction Document (other than such Indemnified Party), providedexcluding, however, notwithstanding anything to the contrary in this Article XII, excluding (a) Indemnified Amounts solely to the extent (x) determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct on the part of such Indemnified Party or its agent or subcontractor, (b) except as determined by a final otherwise provided herein, non-appealable judgment payment by a court any obligor of competent jurisdiction or (y) they constitute recourse an amount due and payable with respect to a Pool Receivable and Transferred Receivable, (c) any loss in value of any Financed Vehicle or Permitted Investment due to changes in market conditions or for other reasons beyond the Related Assets by reason control of bankruptcy or insolvency, MFN or the financial Borrower or credit condition (d) any tax upon or financial default, of the related Obligormeasured by net income on any Indemnified Party. Without limiting the foregoing, Seller shall indemnify, but subject to the express limitations set forth in this Section 12.1exclusions (a) through (d) above, and hold harmless MFN agrees to indemnify each Indemnified Party for any and all Indemnified Amounts arising out of, of or relating to or in connection withto:

General Indemnity. Without limiting any other rights which that any such Person may have hereunder or under applicable Law, but subject to Sections 12.1(b) and 13.5, Seller agrees to indemnify and hold harmless Administrative Agent, each Program Administrator, each Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent Beneficiary or any Purchaser Agent, any assignee or successor of any of the foregoing and each of their respective Affiliates, and all directors, members, managersofficers, directors, shareholdersagents, officersemployees, employees and attorneys controlling Persons or agents Affiliates of any of the foregoing (each an “"Indemnified Party”)") may have hereunder, forthwith on demandunder any other Transaction Document or under applicable Law, the Performance Undertaking Provider hereby agrees to indemnify and hold harmless each Indemnified Party from and against any and all damages, losses, claims, liabilities liabilities, deficiencies, costs, disbursements and related costs expenses, including interest, penalties, amounts paid in settlement and reasonable attorneys' fees and expenses (including all filing fees), including reasonable attorneys’, consultants’ and accountants’ fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3, (all of the foregoing being collectively referred to as “"Indemnified Amounts”") awarded against or incurred by any of them arising out of, relating to or Indemnified Party (including in connection with the Transaction Documentsor relating to any investigation by an Official Body, any of the transactions contemplated thereby, litigation or the ownership, maintenance lawsuit (actual or funding, directly or indirectly, of the Asset Interest (or any part thereofthreatened) or order, consent, decree, judgment, claim or other action of whatever sort (including the preparation of any defense with respect thereto)), in respect of or related to any Collateraleach case, including Pool Receivables or any Related Assets or otherwise arising out of or relating to or in connection with the actions or inactions of Seller, Master Servicer resulting from this Agreement or any other party to a Transaction Document (other than such Indemnified Party)or any transaction contemplated hereby or thereby, providedexcluding, however, notwithstanding anything to the contrary in this Article XII, excluding (a) Indemnified Amounts solely to the extent (x) determined by a court of competent jurisdiction to have that such Indemnified Amounts resulted from the gross negligence negligence, fraud or willful wilful misconduct on the part of such Indemnified Party; (b) recourse (except as otherwise specifically provided in this Agreement or any other Transaction Document) for Uncollectible Portfolio Receivables and the Related Security and Collections with respect thereto; (c) any Excluded Taxes and (d) any Indemnified Amount to the extent the same has been fully and finally paid in cash to such Indemnified Party pursuant to any other provision of this Agreement or any other Transaction Document; provided that nothing in this Section 3 shall be construed as determined by constituting a final non-appealable judgment by a court guarantee or indemnity in respect of competent jurisdiction or (y) they constitute recourse the Seller's obligation to make payments with respect to a Pool Receivable and the Related Assets by reason of bankruptcy Yield, Fees or insolvency, or the financial or credit condition or financial default, of the related Obligor. Without limiting the foregoing, Seller shall indemnify, subject any Invested Amounts pursuant to the express limitations set forth in this Section 12.1, and hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to or in connection with:Receivables Transfer Agreement.

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable Lawlaw, but subject to Sections 12.1(b) and 13.5, the Seller hereby agrees to indemnify Bank of America, both individually and hold harmless as the Administrative Agent, each Program Administrator, each Purchaser, each Agent and the Yorktown Purchaser Agent, each Enhancement Providerthe Purchasers, each the Liquidity ProviderBanks, each other Affected Party, any sub-agent of Administrative Agent or any Purchaser the Liquidity Agent, any assignee or successor of any of the foregoing and each of their respective Affiliates, and all directorssuccessors, memberstransferees, managersparticipants and assigns and all officers, directors, shareholders, officerscontrolling persons, and employees and attorneys or agents of any of the foregoing foregoing, and any successor servicer and subservicer not affiliated with Lennox (each an “Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses (including all filing fees)expenses, including reasonable attorneys’, consultants’ and accountants’ fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3, (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of, of or relating to or in connection with the Transaction Documents, any of the transactions contemplated thereby, Documents or the ownership, maintenance ownership or funding, directly or indirectly, funding of the Asset Interest (or any part thereof) or in respect of or related to any Collateral, including Pool Receivables Receivable or any Related Assets or otherwise arising out of or relating to or in connection with the actions or inactions of SellerContract, Master Servicer or any other party to a Transaction Document (other than such Indemnified Party), providedexcluding, however, notwithstanding anything to the contrary in this Article XII, excluding (x) Indemnified Amounts solely to the extent (x) determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct on the part of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction or (y) they constitute recourse with respect (except as otherwise specifically provided in this Agreement) for Defaulted Receivables; the Seller further agrees to a Pool Receivable indemnify any agent (which is not otherwise an Indemnified Party) of any of Bank of America, the Agents, the Purchasers, the Liquidity Banks, and the Related Assets Liquidity Agent forthwith on demand, from and against any and all Indemnified Amounts awarded against or incurred by reason any of bankruptcy them arising out of or insolvency, caused by the gross negligence or the financial or credit condition or financial default, willful misconduct of the related ObligorSeller (unless otherwise expressly agreed to in writing by the Seller). Without limiting the foregoing, the Seller shall indemnify, subject to the express limitations set forth in this Section 12.1, and hold harmless indemnify each Indemnified Party for any and all Indemnified Amounts arising out of, of or relating to or in connection withto:

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable Applicable Law, but subject to Sections 12.1(b) and 13.5, Seller the Borrower hereby agrees to indemnify and hold harmless each of the Administrative Agent, each Program Administratorthe Lender, each Purchaserthe Liquidity Providers, each Purchaser the Liquidity Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or any Purchaser the Collateral Agent, any assignee or successor of any of the foregoing and each of their respective Affiliates, and all directorssuccessors and permitted transferees, members, managersparticipants and assigns and all officers, directors, shareholders, officerscontrolling persons, employees and attorneys or agents of any of the foregoing (each an “"Indemnified Party”"), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses (including all filing fees)expenses, including reasonable attorneys’, consultants’ and accountants’ ' fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3, (all of the foregoing being collectively referred to as “"Indemnified Amounts”") awarded against or incurred by any of them arising out of, relating to or in connection with the Transaction Documents, any as a result of the transactions contemplated thereby, or the ownership, maintenance or funding, directly or indirectly, of the Asset Interest (or any part thereof) or in respect of or related to any Collateral, including Pool Receivables or any Related Assets or otherwise a claim arising out of or relating to the Transaction Documents or in connection with the actions or inactions of Sellertransactions contemplated thereby, Master Servicer or any other party to a Transaction Document (other than such Indemnified Party), providedexcluding, however, notwithstanding anything to the contrary in this Article XII, excluding Indemnified Amounts solely to the extent (x) determined by a court of competent jurisdiction or in binding arbitration to have resulted from the gross negligence or willful misconduct on the part of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction or (y) they constitute recourse with respect to a Pool Receivable and the Related Assets by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related ObligorParty. Without limiting the foregoing, Seller Borrower shall indemnify, subject to the express limitations set forth in this Section 12.1, and hold harmless indemnify each Indemnified Party for any and all Indemnified Amounts arising out of, of or relating to or in connection withto:

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable Lawlaw, but subject to Sections 12.1(b) and 13.5without duplication for amounts paid by the Master Servicer under Section 13.2, the Seller hereby agrees to indemnify each of Wachovia, both individually and hold harmless Administrative as the Administrator, the Purchaser, the Liquidity Banks, the Liquidity Agent, each Program Administrator, each Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of the foregoing and each of their respective Affiliates, and all directorssuccessors, memberstransferees, managersparticipants and assigns and all officers, directors, shareholders, officerscontrolling persons, employees and attorneys or agents of any of the foregoing (each an “"Indemnified Party”"), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses (including all filing fees)expenses, including reasonable attorneys’, consultants’ and accountants’ ' fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3, (all of the foregoing being collectively referred to as “"Indemnified Amounts”") awarded against or incurred by any of them arising out of, relating to or in connection with or relating to the Transaction Documents, any of the transactions contemplated thereby, Documents or the ownership, maintenance ownership or funding, directly or indirectly, funding of the Asset Interest (or any part thereof) or in respect of or related to any Collateral, including Pool Receivables Receivable or any Related Assets or otherwise arising out of or relating to or in connection with the actions or inactions of Sellerrelated Contract, Master Servicer or any other party to a Transaction Document (other than such Indemnified Party), providedexcluding, however, notwithstanding anything to the contrary in this Article XII, excluding (a) Indemnified Amounts solely to the extent (x) determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct on the part of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction or (yb) they constitute recourse with respect (except as otherwise specifically provided in this Agreement) for nonpayment due to a Pool Receivable and the Related Assets by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, problems of the related Obligor. Without limiting the foregoing, Seller shall indemnify, foregoing but subject to the express limitations set forth in this Section 12.1foregoing exclusion, and hold harmless the Seller shall indemnify each Indemnified Party for any and all Indemnified Amounts arising out of, relating to or in connection withto:

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable Lawlaw, but subject to Sections 12.1(b) each of Guarantor and 13.5the Seller hereby agrees, Seller agrees jointly and severally, to indemnify and hold harmless each of the Administrative Agent, Purchaser, BASI, each Program AdministratorSupport Provider, BofA, each Purchaserof BofA's Affiliates, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent or any Purchaser Agent, any assignee or successor of any of the foregoing and each of their respective Affiliatessuccessors, transferees, participants and assigns and all directors, members, managersofficers, directors, shareholders, officerscontrolling persons, employees and attorneys or agents of any of the foregoing (each an “"Indemnified Party”"), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses (including all filing fees)expenses, including reasonable attorneys’, consultants’ and accountants’ ' fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3, (all of the foregoing being collectively referred to as “"Indemnified Amounts”") awarded against or incurred by any of them arising out of, of or relating to or in connection with the Transaction Documentsthis Agreement, any of the transactions contemplated thereby, other Agreement Document or the ownership, maintenance ownership or funding, directly or indirectly, funding of the Asset any Undivided Interest (or any part thereof) or in respect of or related to any Collateral, including Pool Receivables Receivable or any Related Assets or otherwise arising out of or relating to or in connection with the actions or inactions of SellerContract, Master Servicer or any other party to a Transaction Document (other than such Indemnified Party), providedexcluding, however, notwithstanding anything to the contrary in this Article XII, excluding (a) Indemnified Amounts solely to the extent (x) determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct on the part of the Administrative Agent, Purchaser or such Indemnified Party and (b) recourse (except as determined by a final non-appealable judgment by a court otherwise specifically provided in Article II of competent jurisdiction or (ythis Agreement in connection with the calculation of Undivided Interests) they constitute recourse with respect to a Pool Receivable and the Related Assets by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligorfor Defaulted Receivables. Without limiting the foregoing, each of Guarantor and the Seller shall indemnifyhereby agrees, subject jointly and severally, to the express limitations set forth in this Section 12.1, and hold harmless indemnify each Indemnified Party for any and all Indemnified Amounts arising out of, of or relating to or in connection withto: