Common use of Indemnities by the Borrower Clause in Contracts

Indemnities by the Borrower. (a) Without limiting any other rights that the Affected Parties or any of their respective officers, directors, employees, attorneys, agents, representatives, transferees, successors or assigns (each, an “Indemnified Person”) may have hereunder or under applicable law, the Borrower hereby agrees to indemnify and hold harmless each Indemnified Person from and against any and all Indemnified Amounts that may be claimed or asserted against or incurred by any such Indemnified Person in connection with or arising out of the transactions contemplated under this Agreement or under any other Related Document or any actions or failures to act in connection therewith, including any and all Rating Agency costs and any and all legal costs and expenses; provided that the Borrower shall not be liable for any indemnification to an Indemnified Person to the extent that any such Indemnified Amount (x) results from such Indemnified Person’s gross negligence or willful misconduct, in each case as finally determined by a court of competent jurisdiction or (y) constitutes recourse for uncollectible or uncollected Transferred Receivables as a result of the insolvency, bankruptcy or the failure (without cause or justification) or inability on the part of the related Obligor to perform its obligations thereunder. Without limiting the generality of the foregoing, the Borrower shall pay on demand to each Indemnified Person any and all Indemnified Amounts relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Affected Parties or any of their respective officers, directors, employees, attorneys, agents, representatives, transferees, successors or assigns (each, an “Indemnified Person”) may have hereunder or under applicable law, the Borrower hereby agrees to indemnify and hold harmless each Indemnified Person from and against any and all Indemnified Amounts that may be claimed or asserted against or incurred by any such Indemnified Person in connection with or arising out of the transactions contemplated under this Agreement or under any other Related Document or any actions or failures to act in connection therewith, including any and all Rating Agency costs and any and all legal costs and expenses; provided that the Borrower shall not be liable for any indemnification to an Indemnified Person to the extent that any such Indemnified Amount (x) results from such Indemnified Person’s gross negligence negligence, bad faith or willful misconduct, in each case as finally determined by a court of competent jurisdiction or jurisdiction, (y) constitutes recourse for uncollectible or uncollected Transferred Receivables as a result of the insolvency, bankruptcy or the failure (without cause or justification) or inability on the part of the related Obligor to perform its obligations thereunderthereunder or (z) results from the compliance or non-compliance of the transactions contemplated by the Related Documents with the Securitisation Regulations, including for the avoidance of doubt any increased cost or any reduction in rate of return on capital that is required or directed to be maintained by an Indemnified Person in relation to its interest in or exposure in respect of any Receivables (including by application of an additional risk weight pursuant to Article 270a of Regulation (EU) No. 575/2013, as amended). Without limiting the generality of the foregoing, the Borrower shall pay on demand to each Indemnified Person any and all Indemnified Amounts relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Affected Parties Lenders or the Administrative Agent or any of their respective officers, directors, employees, attorneys, agents, representatives, transferees, successors or assigns (each, an “Indemnified Person”) may have hereunder or under applicable law, the Borrower hereby agrees to indemnify and hold harmless each Indemnified Person from and against any and all Indemnified Amounts that may be claimed or asserted against or incurred by any such Indemnified Person in connection with or arising out of the transactions contemplated under this Agreement or under any other Related Transaction Document or any actions or failures to act in connection therewith, including any and all Rating Agency costs and any and all legal costs and expensesexpenses arising out of or incurred in connection with disputes between or among any parties to any of the Transaction Documents; provided provided, that the Borrower shall not be liable for any indemnification to an Indemnified Person to the extent that any such Indemnified Amount (x) results from such Indemnified Person’s gross negligence or willful misconduct, in each case as finally determined by a court of competent jurisdiction or (y) constitutes recourse for uncollectible or uncollected Transferred Receivables as a result of the insolvency, bankruptcy or the failure (without cause or justificationjustification triggered by the actions of the Borrower or any Affiliate) or inability on the part of the related Obligor to perform its obligations thereunder. Without limiting the generality of the foregoing, the Borrower shall pay on demand to each Indemnified Person any and all Indemnified Amounts relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Affected Parties Lenders or the Administrative Agent or any of their respective officers, directors, employees, attorneys, agents, representatives, transferees, successors agents or assigns representatives (each, an “"Indemnified Person”") may have hereunder or under applicable law, the Borrower hereby agrees to indemnify and hold harmless each Indemnified Person from and against any and all Indemnified Amounts that may be claimed or asserted against or incurred by any such Indemnified Person in connection with or arising out of the transactions contemplated under this Agreement or under any other Related Document or any actions or failures to act in connection therewith, including any and all Rating Agency costs and any and all reasonable legal costs and expensesreasonable expenses arising out of or incurred in connection with disputes between or among any parties to any of the Related Documents; provided provided, that the Borrower shall not be liable for any indemnification to an Indemnified Person to the extent that any such Indemnified Amount (x) results from such Indemnified Person’s 's gross negligence or willful misconduct, in each case as finally determined by a court of competent jurisdiction or (y) constitutes recourse for uncollectible or uncollected Transferred Receivables as a result of the insolvency, bankruptcy or the failure (without cause or justification) or inability on the part of the related Obligor to perform its obligations thereunder. Without limiting the generality of the foregoing, the Borrower shall pay on demand to each Indemnified Person any and all Indemnified Amounts relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Affected Parties Lenders or the Administrative Agent or any of their respective officers, directors, employees, attorneys, agents, representatives, transferees, successors or assigns (each, an “Indemnified Person”) may have hereunder or under applicable law, the Borrower hereby agrees to indemnify and hold harmless each Indemnified Person from and against any and all Indemnified Amounts that may be claimed or asserted against or incurred by any such Indemnified Person in connection with or arising out of the transactions contemplated under this Agreement or under any other Related Transaction Document or any actions or failures to act in connection therewith, including any and all Rating Agency costs and any and all legal costs and expensesexpenses arising out of or incurred in connection with disputes between or among any parties to any of the Transaction Documents; provided provided, that the Borrower shall not be liable for any indemnification to an Indemnified Person to the extent that any such Indemnified Amount (x) results from such Indemnified Person’s gross negligence or willful misconduct, in each case as finally Credit and Security Agreement determined by a court of competent jurisdiction or (y) constitutes recourse for uncollectible or uncollected Transferred Receivables as a result of the insolvency, bankruptcy or the failure (without cause or justificationjustification triggered by the actions of the Borrower or any Affiliate) or inability on the part of the related Obligor to perform its obligations thereunder. Without limiting the generality of the foregoing, the Borrower shall pay on demand to each Indemnified Person any and all Indemnified Amounts relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Affected Parties Lenders or the Administrative Agent or any of their respective Affiliates, officers, directors, employees, attorneys, agents, representatives, transferees, successors or assigns representatives and agents (each, an “Indemnified Person”) may have hereunder or under applicable law, the Borrower hereby agrees to indemnify and hold harmless each Indemnified Person from and against any and all Indemnified Amounts that may be claimed or asserted against or incurred by any such Indemnified Person in connection with or arising out of the transactions contemplated under this Agreement or under any other Related Document or any actions or failures to act in connection therewith, including any and all Rating Agency costs and any and all reasonably legal costs and expensesexpenses arising out of or incurred in connection with disputes between or among any parties to any of the Related Documents; provided provided, that the Borrower shall not be liable for any indemnification to an Indemnified Person to the extent that any such Indemnified Amount (x) results from such Indemnified Person’s gross negligence or willful misconduct, in each case as finally determined by a court of competent jurisdiction or (y) constitutes recourse for uncollectible or uncollected Transferred Receivables as a result of the insolvency, bankruptcy or the failure (without cause or justification) or inability on the part of the related Obligor to perform its obligations thereunder. Without limiting the generality of the foregoing, the Borrower shall pay on demand to each Indemnified Person any and all Indemnified Amounts relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Affected Parties Lenders or the Administrative Agent or any of their respective officers, directors, employees, attorneys, agents, representatives, transferees, successors agents or assigns representatives (each, an “"Indemnified Person”") may have ------------------ hereunder or under applicable law, the Borrower hereby agrees to indemnify and hold harmless each Indemnified Person from and against any and all Indemnified Amounts that may be claimed or asserted against or incurred by any such Indemnified Person in connection with or arising out of the transactions contemplated under this Agreement or under any other Related Document or any actions or failures to act in connection therewith, including any and all Rating Agency costs and any and all reasonable legal costs and expensesreasonable expenses arising out of or incurred in connection with disputes between or among any parties to any of the Related Documents; provided provided, that the Borrower shall not be liable for any -------- indemnification to an Indemnified Person to the extent that any such Indemnified Amount (x) results from (i) such Indemnified Person’s 's gross negligence or willful misconduct, in each case as finally determined by a court of competent jurisdiction or (yii) constitutes recourse for uncollectible such Indemnified Persons' breach of any provision of this Agreement or uncollected Transferred Receivables any other Related Document applicable to it, as finally determined by a result court of the insolvency, bankruptcy or the failure (without cause or justification) or inability on the part of the related Obligor to perform its obligations thereundercompetent jurisdiction. Without limiting the generality of the foregoing, the Borrower shall pay on demand to each Indemnified Person any and all Indemnified Amounts relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Affected Parties Lenders or the Administrative Agent or any of their respective officers, directors, employees, attorneys, agents, representatives, transferees, successors or assigns (each, an “Indemnified Person”) may have hereunder or under applicable law, the Borrower hereby agrees to indemnify and hold harmless each Indemnified Person from and against any and all Indemnified Amounts that may be claimed or asserted against or incurred by any such Indemnified Third Amended and Restated Credit and Security Agreement Person in connection with or arising out of the transactions contemplated under this Agreement or under any other Related Transaction Document or any actions or failures to act in connection therewith, including any and all Rating Agency costs and any and all legal costs and expensesexpenses arising out of or incurred in connection with disputes between or among any parties to any of the Transaction Documents; provided provided, that the Borrower shall not be liable for any indemnification to an Indemnified Person to the extent that any such Indemnified Amount (x) results from such Indemnified Person’s gross negligence or willful misconduct, in each case as finally determined by a court of competent jurisdiction or (y) constitutes recourse for uncollectible or uncollected Transferred Receivables as a result of the insolvency, bankruptcy or the failure (without cause or justificationjustification triggered by the actions of the Borrower or any Affiliate) or inability on the part of the related Obligor to perform its obligations thereunder. Without limiting the generality of the foregoing, the Borrower shall pay on demand to each Indemnified Person any and all Indemnified Amounts relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Affected Parties Lenders or the Administrative Agent or any of their respective officers, directors, employees, attorneys, agents, representatives, transferees, successors or assigns (each, an “Indemnified Person”) may have hereunder or under applicable law, the Borrower hereby agrees to indemnify and hold harmless each Indemnified Person from and against any and all Indemnified Amounts that may be claimed or asserted against or incurred by any such Indemnified Person in connection with or arising out of the transactions contemplated under this Agreement or under any other Related Document or any actions or failures to act in connection therewith, including any and all Rating Agency costs and any and all legal costs and expensesexpenses arising out of or incurred in connection with disputes between or among any parties to any of the Related Documents; provided provided, that the Borrower shall not be liable for any indemnification to an Indemnified Person to the extent that any such Indemnified Amount (x) results from such Indemnified Person’s gross negligence or willful misconduct, in each case as finally determined by a court of competent jurisdiction or (y) constitutes recourse for uncollectible or uncollected Transferred Receivables as a result of the insolvency, bankruptcy or the failure (without cause or justification) or inability on the part of the related Obligor to perform its obligations thereunder. Without limiting the generality of the foregoing, the Borrower shall pay on demand to each Indemnified Person any and all Indemnified Amounts relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Affected Parties Lenders or the Administrative Agent or any of their respective officers, directors, employees, attorneys, agents, representatives, transferees, successors agents or assigns representatives (each, an “Indemnified Person”) may have hereunder or under applicable law, the Borrower hereby agrees to indemnify and hold harmless each Indemnified Person from and against any and all Indemnified Amounts that may be claimed or asserted against or incurred by any such Indemnified Person in connection with or arising out of the transactions contemplated under this Agreement or under any other Related Document or any actions or failures to act in connection therewith, including any and all Rating Agency costs and any and all legal costs and expensesexpenses arising out of or incurred in connection with disputes between or among any parties to any of the Related Documents; provided provided, that the Borrower shall not be liable for any indemnification to an Indemnified Person to the extent that any such Indemnified Amount (x) results from such Indemnified Person’s gross negligence or willful misconduct, in each case as finally determined by a court of competent jurisdiction or (y) constitutes recourse for uncollectible or uncollected Transferred Receivables as a result of the insolvency, bankruptcy or the failure (without cause or justification) or inability on the part of the related Obligor to perform its obligations thereunder. Without limiting the generality of the foregoing, the Borrower shall pay on demand to each Indemnified Person any and all Indemnified Amounts relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Affected Parties Lenders or the Administrative Agent or any of their respective officers, directors, employees, attorneys, agents, representatives, transferees, successors or assigns (each, an “Indemnified Person”) may have hereunder or under applicable law, the Borrower hereby agrees to indemnify and hold harmless each Indemnified Person from and against any and all Indemnified Amounts that may be claimed or asserted against or incurred by any such Indemnified Person in connection with or arising out of the transactions contemplated under this Agreement or under any other Related Document or any actions or failures to act in connection therewith, including any and all Rating Agency costs and any and all reasonably legal costs and expensesexpenses arising out of or incurred in connection with disputes between or among any parties to any of the Related Documents; provided provided, that the Borrower shall not be liable for any indemnification to an Indemnified Person to the extent that any such Indemnified Amount (x) results from such Indemnified Person’s gross negligence or willful misconduct, in each case as finally determined by a court of competent jurisdiction or (y) constitutes recourse for uncollectible or uncollected Transferred Receivables as a result of the insolvency, bankruptcy or the failure (without cause or justification) or inability on the part of the related Obligor to perform its obligations thereunder. Without limiting the generality of the foregoing, the Borrower shall pay on demand to each Indemnified Person any and all Indemnified Amounts relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Affected Parties or any of their respective officers, directors, employees, attorneys, agents, representatives, transferees, successors or assigns (each, an “Indemnified Person”) may have hereunder or under applicable law, the Borrower hereby agrees to indemnify and hold harmless each Indemnified Person from and against any and all Indemnified Amounts that may be claimed or asserted against or incurred by any such Indemnified Person in connection with or arising out of the transactions contemplated under this Agreement or under any other Related Document or any actions or failures to act in connection therewith, including any and all Rating Agency costs and any and all legal costs and expenses; provided that the Borrower shall not be liable for any indemnification to an Indemnified Person to the extent that any such Indemnified Amount (x) results from such Indemnified Person’s gross negligence negligence, bad faith or willful misconduct, in each case as finally determined by a court of competent jurisdiction or jurisdiction, (y) constitutes recourse for uncollectible or uncollected Transferred 48 Receivables as a result of the insolvency, bankruptcy or the failure (without cause or justification) or inability on the part of the related Obligor to perform its obligations thereunderthereunder or (z) results from the compliance or non-compliance of the transactions contemplated by the Related Documents with the Securitisation Regulations, including for the avoidance of doubt any increased cost or any reduction in rate of return on capital that is required or directed to be maintained by an Indemnified Person in relation to its interest in or exposure in respect of any Receivables (including by application of an additional risk weight pursuant to Article 270a of Regulation (EU) No. 575/2013, as amended). Without limiting the generality of the foregoing, the Borrower shall pay on demand to each Indemnified Person any and all Indemnified Amounts relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other --------------------------- rights that which the Affected Parties Agent, the Lender or any of their respective officers, directors, employees, attorneys, agents, representatives, transferees, successors or assigns (each, an “Indemnified Person”) Affiliates may have hereunder or under applicable law, the Borrower hereby agrees to indemnify the Agent, the Lender, and hold harmless each Indemnified Person of their respective Affiliates from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts that may be claimed or asserted Amounts") awarded against or ------------------- incurred by any such Indemnified Person in connection with or of them arising out of the transactions contemplated under or as a result of this Agreement or under the ownership of Pledged Assets or in respect of any other Loan Receivable, Purchased Receivable or Related Document or any actions or failures to act in connection therewithSecurity, including any and all Rating Agency costs and any and all legal costs and expenses; provided that the Borrower shall not be liable for any indemnification to an excluding, however, (a) Indemnified Person Amounts to the extent that any such Indemnified Amount (x) results resulting from such Indemnified Person’s gross negligence or willful misconduct, in each case as finally determined by a court of competent jurisdiction or (y) constitutes recourse for uncollectible or uncollected Transferred Receivables as a result of the insolvency, bankruptcy or the failure (without cause or justification) or inability misconduct on the part of the related Obligor to perform its obligations thereunderAgent, the Lender or such Affiliate or (b) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Pledged Receivables. Without limiting the generality of the foregoing, the Borrower shall pay on demand to indemnify the Agent, the Lender and each Indemnified Person any and all of their respective Affiliates for Indemnified Amounts relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Affected Parties Lenders, the Group Agents or the Administrative Agent or any of their respective officers, directors, employees, attorneys, agents, representatives, transferees, successors or assigns (each, an “Indemnified Person”) may have hereunder or under applicable law, the Borrower hereby agrees to indemnify and hold harmless each Indemnified Person from and against any and all Indemnified Amounts that may be claimed or asserted against or incurred by any such Indemnified Person in connection with or arising out of the transactions contemplated under this Agreement or under any other Related Document or any actions or failures to act in connection therewith, including any and all Rating Agency costs and any and all legal costs and expensesexpenses arising out of or incurred in connection with disputes between or among any parties to any of the Related Documents; provided provided, that the Borrower shall not be liable for any indemnification to an Indemnified Person to the extent that any such Indemnified Amount (x) results from such Indemnified Person’s gross negligence or willful misconduct, in each case as finally determined by a court of competent jurisdiction or jurisdiction, (y) constitutes recourse for uncollectible or uncollected Transferred Receivables as a result of the insolvency, bankruptcy or the failure (without cause or justification) or inability on the part of the related Obligor to perform its obligations thereunderthereunder or (z) constitutes Excluded Taxes. Without limiting the generality of the foregoing, the Borrower shall pay on demand to each Indemnified Person any and all Indemnified Amounts relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Affected Parties LC Lenders, the Lenders or the Administrative Agent or any of their respective officers, directors, employees, attorneys, agents, representatives, permitted transferees, successors or permitted assigns (each, an “Indemnified Person”) may have hereunder or under applicable law, the Borrower hereby agrees to indemnify and hold harmless each Indemnified Person from and against any and all Indemnified Amounts that may be claimed or asserted against or incurred by any such Indemnified Person in connection with or arising out of the transactions contemplated under this Agreement or under any other Related Transaction Document or any actions or failures to act in connection therewith, including any and all Rating Agency costs and any and all reasonable and documented legal costs and expensesout-of-pocket expenses arising out of or incurred in connection with disputes between or among any parties to any of the Transaction Documents; provided provided, that the Borrower shall not be liable for any indemnification to an Indemnified Person to the extent that any such Indemnified Amount (x) results from such Indemnified Person’s gross negligence or willful misconduct, in each case as finally determined by a court of competent jurisdiction or (y) constitutes recourse for uncollectible or uncollected Transferred Receivables as a result of jurisdiction. Subject to the insolvencyproviso in the immediately preceding sentence, bankruptcy or the failure (but without cause or justification) or inability on the part of the related Obligor to perform its obligations thereunder. Without limiting the generality of the foregoing, the Borrower shall pay on demand in accordance with subsection (b) below to each Indemnified Person any and all Indemnified Amounts relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Affected Parties Lenders or the Administrative Agent or any of their respective officers, directors, employees, attorneys, agents, representatives, transferees, successors or assigns (each, an “Indemnified Person”) may have hereunder or under applicable law, the Borrower hereby agrees to indemnify and hold harmless each Indemnified Person from and against any and all Indemnified Amounts that may be claimed or asserted against or incurred by any such Indemnified Person in connection with or arising out of the transactions contemplated under this Agreement or under any other Related Document or any actions or failures to act in connection therewith, including any and all Rating Agency costs and any and all reasonably legal costs and expensesexpenses arising out of or incurred in connection with disputes between or among any parties to any of the Related Documents; provided provided, that the Borrower shall not be liable for any indemnification to an Indemnified Person to the extent that any such Indemnified Amount (x) results from such Indemnified Person’s gross negligence or willful misconduct, in each case as finally determined by a court of competent jurisdiction or (y) constitutes recourse for uncollectible or uncollected Transferred Receivables as a result of the insolvency, bankruptcy or the failure (without cause or justification) or inability on the part of the related Obligor to perform its obligations thereunder. Without limiting the generality of the foregoing, the Borrower shall pay on demand to each Indemnified Person any and all Indemnified Amounts relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Affected Parties or any of their respective officers, directors, employees, attorneys, agents, representatives, transferees, successors or assigns (each, an “Indemnified Person”) Lender may have hereunder or under applicable law, the Borrower hereby agrees to indemnify the Lender and hold harmless each any of its agents, officers, directors and employees (each, a "Lender Indemnified Person Person") from and against any and all Indemnified Amounts that may be claimed or asserted awarded against or incurred by any such Lender Indemnified Person in connection with the entering into or arising out performance of the transactions contemplated under this Agreement or under any other Related Document (other than any action successfully brought by or on behalf of the Borrower with respect to any determination by the Lender not to fund any Advance or any actions action by the Lender to terminate or failures to act reduce the Commitment in connection therewithviolation of the terms of this Agreement); provided, including any and all Rating Agency costs and any and all legal costs and expenses; provided that the Borrower shall not be liable for any indemnification to an a Lender Indemnified Person (1) to the extent that any such Indemnified Amount (x) results from such Lender Indemnified Person’s 's gross negligence or willful misconduct, (2) to the extent otherwise provided for in each case as finally determined by Sections 2.08(f) and 2.09, (3) in respect of special, punitive, exemplary or consequential damages under this Section 12.01, except to the extent that such damages are imposed on a court of competent jurisdiction or (y) constitutes recourse for uncollectible or uncollected Transferred Receivables Lender Indemnified Person as a result of the insolvency, bankruptcy or the failure (without cause or justification) or inability on the part claims in respect of Indemnified Amounts asserted by an unaffiliated Person not party to any of the related Obligor to perform its obligations thereunder. Without limiting the generality Related Documents or any of the foregoingtransactions contemplated thereby, or (4) to the Borrower shall pay on demand to each extent that any such Indemnified Person Amount constitutes recourse (except as otherwise specifically provided herein or in any and all Indemnified Amounts relating to or resulting from:other Related Document) for Charged-Off Receivables.

Indemnities by the Borrower. (a) Without limiting any other rights that which the Affected Parties Agent, the Lender or any of their respective officers, directors, employees, attorneys, agents, representatives, transferees, successors or assigns (each, an “Indemnified Person”) Affiliates may have hereunder or under applicable law, the Borrower hereby agrees to indemnify the Agent, the Lender, and hold harmless each Indemnified Person of their respective Affiliates from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys, fees and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts that may be claimed or asserted Amounts") awarded against or incurred by any such Indemnified Person in connection with or of them arising out of the transactions contemplated under or as a result of this Agreement or under the ownership of Pledged Assets or in respect of any other Related Document Receivable or any actions or failures to act in connection therewithcontract, including any and all Rating Agency costs and any and all legal costs and expenses; provided that the Borrower shall not be liable for any indemnification to an excluding, however, (a) Indemnified Person Amounts to the extent that any such Indemnified Amount (x) results resulting from such Indemnified Person’s gross negligence or willful misconduct, in each case as finally determined by a court of competent jurisdiction or (y) constitutes recourse for uncollectible or uncollected Transferred Receivables as a result of the insolvency, bankruptcy or the failure (without cause or justification) or inability misconduct on the part of the related Obligor Agent, the Lender or such Affiliate or (b) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Pledged Receivables; provided, however, that the liability for Indemnified Amounts partially attributable to perform its obligations thereunderother Persons from whom the Lender purchases receivables or to whom the Lender makes loans shall be reasonably allocated between the Borrower and such other Persons by the Lender. Without limiting the generality of the foregoing, the Borrower shall pay on demand to indemnify the Agent, the Lender and each Indemnified Person any and all of their respective Affiliates for Indemnified Amounts relating to or resulting from:;

Indemnities by the Borrower. (a) Without limiting any other rights that the Affected Parties Lenders or the Administrative Agent or any of their respective officers, directors, employees, attorneys, agents, representatives, transferees, successors or assigns (each, an “Indemnified Person”) may have hereunder or under applicable law, the Borrower hereby agrees to indemnify and hold harmless each Indemnified Person from and against any and all Indemnified Amounts that may be claimed or asserted against or incurred by any such Indemnified Person in connection with or arising out of the transactions contemplated under this Agreement or under any other Related Document or any actions or failures to act in connection therewith, including any and all Rating Agency costs reasonable out-of-pocket and any and all documented legal costs and expensesexpenses arising out of or incurred in connection with disputes between or among any parties to any of the Related Documents; provided provided, that the Borrower shall not be liable for any indemnification to an Indemnified Person to the extent that any such Indemnified Amount (x) results from such Indemnified Person’s gross negligence or willful misconduct, in each case as finally determined by a court of competent jurisdiction or (y) constitutes recourse for uncollectible or uncollected Transferred Receivables as a result of the insolvency, bankruptcy or the failure (without cause or justification) or inability on the part of the related Obligor to perform its obligations thereunder. Without limiting the generality of the foregoing, the Borrower shall pay on demand to each Indemnified Person any and all Indemnified Amounts relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Affected Parties Lenders or the Administrative Agent or any of their respective Affiliates, officers, directors, employees, attorneys, agents, representatives, transferees, successors or assigns representatives and agents (each, an “Indemnified Person”) may have hereunder or under applicable law, the Borrower hereby agrees to indemnify and hold harmless each Indemnified Person from and against any and all Indemnified Amounts that may be claimed or asserted against or incurred by any such Indemnified Person in connection with or arising out of the transactions contemplated under this Agreement or under any other Related Document or any actions or failures to act in connection therewith, including any and all Rating Agency costs and any and all reasonably legal costs and expensesexpenses arising out of or incurred in connection with disputes between or among any parties to any of the Related Documents; provided Receivables Funding and Administration Agreement provided, that the Borrower shall not be liable for any indemnification to an Indemnified Person to the extent that any such Indemnified Amount (x) results from such Indemnified Person’s gross negligence or willful misconduct, in each case as finally determined by a court of competent jurisdiction or (y) constitutes recourse for uncollectible or uncollected Transferred Receivables as a result of the insolvency, bankruptcy or the failure (without cause or justification) or inability on the part of the related Obligor to perform its obligations thereunder. Without limiting the generality of the foregoing, the Borrower shall pay on demand to each Indemnified Person any and all Indemnified Amounts relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Affected Parties Administrative Agent, the Lenders or any of their respective Affiliates or members or any of their respective officers, directors, employees, attorneys, agents, representatives, transferees, successors employees or assigns advisors (each, an “Indemnified PersonParty”) may have hereunder or under applicable law, the Borrower hereby agrees to indemnify and hold harmless each Indemnified Person Party from and against any and all claims, losses and liabilities (including reasonable attorneys’ fees) (all of the foregoing being collectively referred to as “Indemnified Amounts that may be claimed or asserted against or incurred by any such Indemnified Person in connection with or Amounts”) arising out of the transactions contemplated under or resulting from this Agreement or under the other Transaction Documents or the use of proceeds of the Loans or the security interest granted hereunder or in respect of any other Related Document Transferred Asset or any actions or failures to act in connection therewithContract, including any and all Rating Agency costs and any and all legal costs and expenses; provided that the Borrower shall not be liable for any indemnification to an excluding, however, (a) Indemnified Person Amounts to the extent that any such Indemnified Amount (x) results from such Indemnified Person’s gross negligence or willful misconduct, found in each case as finally determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from gross negligence or willful misconduct on the part of such Indemnified Party, (yb) constitutes recourse (except as otherwise specifically provided in this Agreement) for Transferred Assets which are not collected, not paid or uncollectible or uncollected Transferred Receivables as a result on account of the insolvency, bankruptcy or the failure (without cause or justification) or financial inability on the part to pay of the related applicable Obligor to perform its obligations thereunderor (c) any income taxes or franchise taxes measured by income or any other tax or fee measured by income incurred by such Indemnified Party arising out of or as a result of this Agreement or the security interest granted hereunder or in respect of any Transferred Asset or any Contract. Without limiting the generality of or being limited by the foregoing, the Borrower shall pay on demand to each Indemnified Person Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting fromfrom any of the following: