Common use of Indemnities by the Seller Clause in Contracts

Indemnities by the Seller. Without limiting any other rights which the Indemnified Party may have hereunder or under applicable Law, the Seller hereby agrees to indemnify the SPV and its respective officers, directors, employees, counsel, other agents, successors and assigns (collectively, “Seller Indemnified Party”) from and against any and all damages, losses, claims, liabilities, costs and expenses, including reasonable attorneys’ fees (which such attorneys may be employees of the Program Support Providers, the Agent, the Collateral Agent or the Class Agents, as applicable) and disbursements (all of the foregoing being collectively referred to as “Seller Indemnified Amounts”) awarded against or incurred by it in any action or proceeding between the Seller and the Seller Indemnified Party or between the Seller Indemnified Party and any third party or otherwise arising out of or as a result of this Agreement, the other Transaction Documents, the ownership or maintenance, either directly or indirectly, of the Receivables, any Related Security or any interest therein or any of the other transactions contemplated hereby or thereby, excluding, however, (x) Seller Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Seller Indemnified Party, as finally determined by a court of competent jurisdiction, (y) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (z) Excluded Taxes.

Indemnities by the Seller. Without limiting any other rights which that the Administrative Agent, the Purchaser Agents, the Investors, the Banks or any entity that provides liquidity or credit enhancement or any of their respective Affiliates or any of their respective employees, officers, directors, agents or counsel (each, an “Indemnified Party Party”) may have hereunder or under applicable Lawlaw, the Seller hereby agrees to indemnify the SPV and its respective officers, directors, employees, counsel, other agents, successors and assigns (collectively, “Seller each Indemnified Party”) Party from and against any and all claims, damages, lossescosts, claims, liabilities, costs and expenses, losses and liabilities (including reasonable attorneys’ fees (which such attorneys may be employees of the Program Support Providers, the Agent, the Collateral Agent or the Class Agents, as applicablefees) and disbursements (all of the foregoing being collectively referred to as “Seller Indemnified Amounts”) awarded against or incurred by it in any action or proceeding between the Seller and the Seller Indemnified Party or between the Seller Indemnified Party and any third party or otherwise arising out of or as a result of resulting from this Agreement, the other Transaction Documents, Agreement or the ownership of Receivable Interests or maintenance, either directly or indirectly, in respect of the Receivables, any Related Security Receivable or any interest therein or any of the other transactions contemplated hereby or therebyContract, excluding, however, (xa) Seller Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Seller Indemnified Party, as finally determined by a court of competent jurisdiction, (yb) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (zc) Excluded Taxes.any income taxes 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 ownership of Receivable Interests or in respect of any Receivable or any Contract. Without limiting or being limited by the foregoing (but subject to the aforementioned exclusions), the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:

Indemnities by the Seller. Without limiting any other rights which that the Agent, the Investors, the Banks, any of their respective Affiliates or members or any of their respective officers, directors, employees or advisors (each, an “Indemnified Party Party”) may have hereunder or under applicable Lawlaw, the Seller hereby agrees to indemnify the SPV and its respective officers, directors, employees, counsel, other agents, successors and assigns (collectively, “Seller each Indemnified Party”) Party from and against any and all damages, losses, claims, liabilities, costs losses and expenses, liabilities (including reasonable attorneys’ fees (which such attorneys may be employees of the Program Support Providers, the Agent, the Collateral Agent or the Class Agents, as applicablefees) and disbursements (all of the foregoing being collectively referred to as “Seller Indemnified Amounts”) awarded against or incurred by it in any action or proceeding between the Seller and the Seller Indemnified Party or between the Seller Indemnified Party and any third party or otherwise arising out of or as a result of resulting from this Agreement, Agreement or the other Transaction Documents, Documents or the use of proceeds of purchases or reinvestments or the ownership of Receivable Interests or maintenance, either directly or indirectly, in respect of the Receivables, any Related Security Receivable or any interest therein or any of the other transactions contemplated hereby or therebyContract, excluding, however, (xa) Seller Indemnified Amounts to the extent resulting found in 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 Seller Indemnified Party, as finally determined by a court of competent jurisdiction, (yb) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (zc) Excluded Taxes.any income taxes incurred by such Indemnified Party arising out of or as a result of this Agreement or the ownership of Receivable Interests or in respect of any Receivable or any Contract. Without limiting or being limited by the foregoing, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:

Indemnities by the Seller. Without limiting any other rights which that the Agent, any Purchaser, any Bank or any of their respective Affiliates (each an "Indemnified Party Party") may have hereunder or under applicable Lawlaw, the Seller hereby agrees to indemnify the SPV and its respective officers, directors, employees, counsel, other agents, successors and assigns (collectively, “Seller each Indemnified Party”) Party from and against any and all damages, losses, claims, liabilities, liabilities and related costs and expenses, including reasonable attorneys’ ' fees (which such attorneys may be employees of the Program Support Providers, the Agent, the Collateral Agent or the Class Agents, as applicable) and disbursements (all of the foregoing being collectively referred to as “Seller collectively, "Indemnified Amounts”) "), awarded against or incurred by it in any action or proceeding between the Seller and the Seller Indemnified Party or between the Seller Indemnified Party and any third party or otherwise of them arising out of or as a result of this Agreement, the other Transaction Documents, Agreement or the ownership of Receivable Interests or maintenance, either directly or indirectly, in respect of the Receivables, any Related Security Receivable or any interest therein or any of the other transactions contemplated hereby or therebyContract, excluding, however, (xa) Seller Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Seller Indemnified Party, as finally determined by a court of competent jurisdiction, (yb) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (zc) Excluded Taxes.any taxes based on or measured by the income of any Indemnified Party incurred by such Indemnified Party arising out of or as a result of this Agreement or the ownership of Receivable Interests or in respect of any Receivable or any Contract. Without limiting or being limited by the foregoing, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:

Indemnities by the Seller. Without limiting any other rights which the Agent, any Owner or any of their respective Affiliates (each an "Indemnified Party Party") may have hereunder or under applicable Lawlaw, the Seller hereby agrees to indemnify the SPV and its respective officers, directors, employees, counsel, other agents, successors and assigns (collectively, “Seller each Indemnified Party”) Party from and against any and all damages, losses, claims, liabilities, liabilities and related costs and expenses, including reasonable attorneys’ ' fees (which such attorneys may be employees of the Program Support Providers, the Agent, the Collateral Agent or the Class Agents, as applicable) and disbursements (all of the foregoing being collectively referred to as “Seller "Indemnified Amounts”") awarded against or incurred by it in any action or proceeding between the Seller and the Seller Indemnified Party or between the Seller Indemnified Party and any third party or otherwise of them arising out of or as a result of this Agreement, Agreement or the other Transaction Documents, use of proceeds of Purchases or the ownership of Eligible Assets or maintenance, either directly or indirectly, in respect of the Receivables, any Related Security Receivable or any interest therein or any of the other transactions contemplated hereby or therebyContract, excluding, however, (xa) Seller Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Seller Indemnified Party, as finally determined by a court of competent jurisdiction, Party or (yb) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables Receivables. Without limiting or (z) Excluded Taxes.being limited by the foregoing, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party for Indemnified Amounts relating to or resulting from:

Indemnities by the Seller. Without limiting any other rights which that the Agent, the Purchaser, the Affected Persons or any of their respective Affiliates, officers, directors and employees (each, an "Indemnified Party Party") may have hereunder or under applicable Lawlaw, the Seller hereby agrees to indemnify the SPV and its respective officers, directors, employees, counsel, other agents, successors and assigns (collectively, “Seller each Indemnified Party”) Party from and against any and all damages, losses, claims, liabilities, costs losses and expenses, liabilities (including reasonable attorneys’ fees (which such attorneys may be employees of the Program Support Providers, the Agent, the Collateral Agent or the Class Agents, as applicable' fees) and disbursements (all of the foregoing being collectively referred to as “Seller "Indemnified Amounts”") awarded against or incurred by it in any action or proceeding between the Seller and the Seller Indemnified Party or between the Seller Indemnified Party and any third party or otherwise arising out of or as a result of resulting from this Agreement, the Agreement or any other Transaction Documents, Document or the use of proceeds of purchases or reinvestments or the ownership of Receivable Interests or maintenance, either directly or indirectly, in respect of the Receivables, any Related Security Receivable or any interest therein or any of the other transactions contemplated hereby or therebyContract, excluding, however, (xa) Seller Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Seller Indemnified Party, as finally determined by a court of competent jurisdiction, or (yb) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (z) Excluded Taxes.delayed payment thereon due to creditworthiness of the Obligors. Without limiting or being limited by the foregoing, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:

Indemnities by the Seller. Without limiting any other rights which that the Program Agent, the Investor Agents, the Investors, the Banks or any of their respective Affiliates (each, an “Indemnified Party Party”) may have hereunder or under applicable Lawlaw, the Seller hereby agrees to indemnify the SPV and its respective officers, directors, employees, counsel, other agents, successors and assigns (collectively, “Seller each Indemnified Party”) Party from and against any and all damages, losses, claims, liabilities, costs losses and expenses, liabilities (including reasonable attorneys’ fees (which such attorneys may be employees of the Program Support Providers, the Agent, the Collateral Agent or the Class Agents, as applicablefees) and disbursements (all of the foregoing being collectively referred to as “Seller Indemnified Amounts”) awarded against or incurred by it in any action or proceeding between the Seller and the Seller Indemnified Party or between the Seller Indemnified Party and any third party or otherwise arising out of or as a result of resulting from this Agreement, Agreement or the other Transaction Documents, Documents or the use of proceeds of purchases or reinvestments or the ownership of Receivable Interests or maintenance, either directly or indirectly, in respect of the Receivables, any Related Security Receivable or any interest therein or any of the other transactions contemplated hereby or therebyContract, excluding, however, (xa) Seller Indemnified Amounts to the extent resulting found by a court of competent jurisdiction to have resulted from gross negligence or willful misconduct on the part of such Seller Indemnified Party, as finally determined by a court of competent jurisdiction, (yb) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (zc) Excluded Taxes.any income taxes incurred by such Indemnified Party arising out of or as a result of this Agreement or the ownership of Receivable Interests or in respect of any Receivable or any Contract. Without limiting or being limited by the foregoing, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:

Indemnities by the Seller. Without limiting any other rights which the Indemnified Party Deal Agent, the Liquidity Agent, any Secured Parties, the Registrar or their assignees, or any of their respective Affiliates may have hereunder or under applicable any Requirements of Law, the Seller hereby agrees to indemnify the SPV Deal Agent, the Secured Parties, the Registrar or their assignees and its each of their respective Affiliates and officers, directors, employees, counsel, other agents, successors employees and assigns agents thereof (collectively, “Seller the "Indemnified Party”Parties") from and against any and all damages, losses, claims, liabilities, liabilities and related costs and expenses, including reasonable attorneys’ ' fees (which such attorneys may be employees of the Program Support Providers, the Agent, the Collateral Agent or the Class Agents, as applicable) and disbursements (all of the foregoing being collectively referred to as “Seller "Indemnified Amounts”") awarded against or incurred by it in by, any action or proceeding between the Seller and the Seller such Indemnified Party or between the Seller other non-monetary damages of any such Indemnified Party and any third party or otherwise of them arising out of or as a result of this Agreement, the other Transaction Documents, the ownership or maintenance, either directly or indirectly, of the Receivables, any Related Security or any interest therein or any of the other transactions contemplated hereby or thereby, excluding, however, (x) Seller Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Seller any Indemnified Party. Without limiting the foregoing, as finally determined by a court of competent jurisdiction, (y) recourse (except as otherwise specifically provided in this Agreement) the Seller shall indemnify the Indemnified Parties for uncollectible Receivables Indemnified Amounts relating to or (z) Excluded Taxes.resulting from:

Indemnities by the Seller. Without limiting any other rights which that the Indemnified Party Administrative Agent, FSA or the Purchaser or any Affiliate thereof and their respective officers, directors, employees and agents (each, an "INDEMNIFIED PARTY") may have hereunder or under applicable Lawlaw, the Seller hereby agrees to indemnify the SPV and its respective officers, directors, employees, counsel, other agents, successors and assigns (collectively, “Seller each Indemnified Party”) Party from and against any and all damages, losses, claims, liabilities, costs losses and expenses, liabilities (including reasonable attorneys’ attorneys fees (which such attorneys may be employees of the Program Support Providers, the Agent, the Collateral Agent or the Class Agents, as applicableand expenses but excluding administrative overhead) and disbursements (all of the foregoing being collectively referred to as “Seller Indemnified Amounts”"INDEMNIFIED AMOUNTS") awarded against or incurred by it in any action or proceeding between the Seller and the Seller Indemnified Party or between the Seller Indemnified Party and any third party or otherwise arising out of or as a result resulting from this Agreement or the use of this Agreement, the other Transaction Documents, proceeds of Purchases or the ownership of Purchased Receivables or maintenance, either directly or indirectly, in respect of the Receivables, any Related Security Receivable or any interest therein or any of the other transactions contemplated hereby or therebyContract, excluding, however, (x) Seller Indemnified Amounts (a) to the extent resulting from gross negligence or willful misconduct on the part of such Seller Indemnified Party, as finally determined by a court of competent jurisdiction, (y) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables Party or (zb) Excluded Taxes.the effect of which would constitute recourse for nonpayment or delayed payment of Receivables due to the creditworthiness or financial ability to pay of the Obligors. Without limitation of the generality of the foregoing, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:

Indemnities by the Seller. Without limiting any other rights which the any Indemnified Party may have hereunder or under applicable Lawlaw, the Seller hereby agrees to indemnify each Indemnified Party (without duplication in the SPV and its respective officers, directors, employees, counsel, other agents, successors and assigns (collectively, “Seller Indemnified Party”case of the participation by any Participant) from and against any and all damages, losses, claims, liabilities, liabilities and related costs and expenses, including reasonable attorneys’ ' fees (which such attorneys may be employees of the Program Support Providers, the Agent, the Collateral Agent or the Class Agents, as applicable) and disbursements (all of the foregoing being collectively referred to as “Seller Indemnified Amounts”"INDEMNIFIED AMOUNTS") awarded against or incurred by it in any action or proceeding between the Seller and the Seller Indemnified Party or between the Seller Indemnified Party and any third party or otherwise of them arising out of or as a result of this Agreement, Agreement or the other Transaction Documents, use of proceeds of Purchases or the ownership of Eligible Assets or maintenance, either directly or indirectly, in respect of the Receivables, any Related Security Receivable or any interest therein or any of the other transactions contemplated hereby or therebyContract, excludingEXCLUDING, howeverHOWEVER, (xa) Seller Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Seller Indemnified Party, as finally determined by a court of competent jurisdiction, Party or (yb) Indemnified Amounts resulting from recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables Receivables. Without limiting or (z) Excluded Taxes.being limited by the foregoing, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party for Indemnified Amounts relating to or resulting from:

Indemnities by the Seller. Without limiting any other rights which the Indemnified Deal Agent, the Liquidity Agent, any Secured Party or its assignee, or any of their respective Affiliates may have hereunder or under applicable Lawlaw, the Seller hereby agrees to indemnify the SPV Deal Agent, the Liquidity Agent, any Secured Party or its assignee and its each of their respective Affiliates and officers, directors, employees, counsel, other agents, successors employees and assigns agents thereof (collectively, “Seller the "Indemnified Party”Parties") from and against any and all damages, losses, claims, liabilities, liabilities and related costs and expenses, including reasonable attorneys’ ' fees (which such attorneys may be employees of the Program Support Providers, the Agent, the Collateral Agent or the Class Agents, as applicable) and disbursements (all of the foregoing being collectively referred to as “Seller "Indemnified Amounts”") awarded against or incurred by it in by, any action or proceeding between the Seller and the Seller such Indemnified Party or between the Seller other non-monetary damages of any such Indemnified Party and any third party or otherwise of them arising out of or as a result of this Agreement, the other Transaction Documents, the ownership or maintenance, either directly or indirectly, of the Receivables, any Related Security or any interest therein or any of the other transactions contemplated hereby or thereby, excluding, however, (x) Seller Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Seller any Indemnified Party. Without limiting the foregoing, as finally determined by a court of competent jurisdiction, (y) recourse (except as otherwise specifically provided in this Agreement) the Seller shall indemnify the Indemnified Parties for uncollectible Receivables Indemnified Amounts relating to or (z) Excluded Taxes.resulting from:

Indemnities by the Seller. Without limiting any other rights which the Indemnified Party Purchaser may have hereunder or under applicable Lawlaw, the Seller each Seller, severally and not jointly, hereby agrees to indemnify the SPV Purchaser and its successors, assigns and transferees and their respective directors, partners, officers, directors, employees, counsel, other employees and agents, successors and assigns including without limitation, each Indemnified Party (collectivelyas defined in the Second-Tier Agreement) (each of the foregoing, “Seller a "Sale Indemnified Party”") from and against any and all damages, claims, losses, claimsliabilities (other than taxes on the overall net income of a Sale Indemnified Party and franchise taxes imposed on a Sale Indemnified Party by any taxing authority in any jurisdiction which asserts jurisdiction to impose such taxes on the basis of the contacts which such Sale Indemnified Party maintains with such jurisdiction other than the contacts arising from the execution, liabilitiesperformance and delivery of, or receipt of payments under, this Agreement or any other Program Document) and related costs and expenses, including reasonable attorneys’ ' fees (which such attorneys may be employees of the Program Support Providers, the Agent, the Collateral Agent or the Class Agents, as applicable) and disbursements (all of the foregoing being collectively referred to as “Seller "Indemnified Amounts”) "), awarded against or incurred by it in any action or proceeding between the Seller and the Seller Sale Indemnified Party or between the Seller Indemnified Party and any third party or otherwise arising out of or as a result of this Agreement, the other Transaction Documents, the ownership or maintenance, either directly or indirectly, of the Receivables, any Related Security or any interest therein or any of the other transactions contemplated hereby or thereby, excluding, however, (x) Seller Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Seller Indemnified Party, as finally determined by a court of competent jurisdiction, (y) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (z) Excluded Taxes.of:

Indemnities by the Seller. Without limiting any other rights which that the Indemnified Party Agent, the Investors or any of their respective Affiliates (each, an "INDEMNIFIED PARTY") may have hereunder or under applicable Lawlaw, the Seller hereby agrees to indemnify the SPV and its respective officers, directors, employees, counsel, other agents, successors and assigns (collectively, “Seller each Indemnified Party”) Party from and against any and all damages, losses, claims, liabilities, costs losses and expenses, liabilities (including reasonable attorneys’ fees (which such attorneys may be employees of the Program Support Providers, the Agent, the Collateral Agent or the Class Agents, as applicable' fees) and disbursements (all of the foregoing being collectively referred to as “Seller Indemnified Amounts”"INDEMNIFIED AMOUNTS") awarded against or incurred by it in any action or proceeding between the Seller and the Seller Indemnified Party or between the Seller Indemnified Party and any third party or otherwise arising out of or as a result of resulting from this Agreement, Agreement or the other Transaction Documents, Documents or the use of proceeds of purchases or reinvestments or the ownership of Receivable Interests or maintenance, either directly or indirectly, in respect of the Receivables, any Related Security Receivable or any interest therein or any of the other transactions contemplated hereby or therebyContract, excluding, however, (xa) Seller Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Seller Indemnified Party, as finally determined by a court of competent jurisdiction, (yb) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (zc) Excluded Taxes.any income taxes incurred by such Indemnified Party arising out of or as a result of this Agreement or the ownership of Receivable Interests or in respect of any Receivable or any Contract. Without limiting or being limited by the foregoing, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:

Indemnities by the Seller. Without limiting any other rights which that the Purchaser and its assigns (including without limitation, the Agent, the "Purchaser" under the Purchase Agreement and their respective Affiliates, officers, directors and employees) (each, an "Indemnified Party Party") may have hereunder or under applicable Lawlaw, the Seller hereby agrees to indemnify the SPV and its respective officers, directors, employees, counsel, other agents, successors and assigns (collectively, “Seller each Indemnified Party”) Party from and against any and all damages, losses, claims, liabilities, costs losses and expenses, liabilities (including reasonable attorneys’ fees (which such attorneys may be employees of the Program Support Providers, the Agent, the Collateral Agent or the Class Agents, as applicable' fees) and disbursements (all of the foregoing being collectively referred to as “Seller "Indemnified Amounts”") awarded against or incurred by it in any action or proceeding between the Seller and the Seller Indemnified Party or between the Seller Indemnified Party and any third party or otherwise arising out of or as a result of resulting from this Agreement, the Agreement or any other Transaction Documents, Document or the ownership or maintenance, either directly or indirectly, acquisition by the Purchaser of the Receivables, any Related Security or any interest therein or any of the other transactions contemplated hereby or thereby, Receivable excluding, however, (x) Seller Indemnified Amounts to the extent the same includes losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor. Without limiting the generality of the foregoing indemnification, the Seller shall indemnify each Indemnified Party for all Indemnified Amounts resulting from gross negligence or willful misconduct on any of the part of such Seller Indemnified Party, as finally determined by a court of competent jurisdiction, (y) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (z) Excluded Taxes.following:

Indemnities by the Seller. Without limiting any other rights which that the Administrative Agent or the Purchasers or any Affiliate thereof and their respective officers, directors, employees and agents (each, an "Indemnified Party Party") may have hereunder or under applicable Lawlaw, the Seller hereby agrees to indemnify the SPV and its respective officers, directors, employees, counsel, other agents, successors and assigns (collectively, “Seller each Indemnified Party”) Party from and against any and all damages, losses, claims, liabilities, costs losses and liabilities (including reasonable attorneys fees and expenses, including reasonable attorneys’ fees (which such attorneys may be employees of the Program Support Providers, the Agent, the Collateral Agent or the Class Agents, as applicable) and disbursements (all of the foregoing being collectively referred to as “Seller as. "Indemnified Amounts”") awarded against or incurred by it in any action or proceeding between the Seller and the Seller Indemnified Party or between the Seller Indemnified Party and any third party or otherwise arising out of or as a result resulting from this Agreement or the use of this Agreement, the other Transaction Documents, proceeds of purchases or reinvestments or the ownership of Receivable Interests or maintenance, either directly or indirectly, in respect of the Receivables, any Related Security Receivable or any interest therein or any of the other transactions contemplated hereby or therebyContract, excluding, however, (xa) Seller Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Seller Indemnified Party, as finally determined by a court of competent jurisdiction, (yb) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (zc) Excluded Taxes.except as set forth below, any income taxes incurred by such Indemnified Party arising out of or as a result of this Agreement or the ownership of Receivable Interests or in respect of any Receivable or any Contract. Without limitation of the generality of the foregoing, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:

Indemnities by the Seller. (a) Without limiting any other rights which the Indemnified any Affected Party may have hereunder or under applicable Lawlaw, the Seller and the Initial Servicer jointly and severally hereby agrees agree to indemnify the SPV Purchaser and FNBB, individually and in its respective officerscapacity as Deal Agent (the "Indemnified Parties"), directors, employees, counsel, other agents, successors and assigns (collectively, “Seller Indemnified Party”) from and against any and all damages, losses, claims, liabilities, liabilities and related costs and expenses, including reasonable attorneys’ ' fees (which such attorneys may be employees of the Program Support Providers, the Agent, the Collateral Agent or the Class Agents, as applicable) and disbursements (all of the foregoing being collectively referred to as “Seller "Indemnified Amounts”") awarded against or incurred by it in any action or proceeding between the Seller and the Seller such Indemnified Party or between the Seller Indemnified Party and any third party or otherwise arising out of or as a result of this Agreement, the other Transaction Documents, the ownership or maintenance, either directly or indirectly, of the Receivables, any Related Security or any interest therein or any of the other transactions contemplated hereby Facility Documents, or therebyany interest of any such Indemnified Party in, to or under the Purchased Interests, or in respect of any Asset, excluding, however, (xi) Seller Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Seller any Indemnified Party, as finally determined by a court of competent jurisdiction, (yii) recourse (except as otherwise specifically with respect to payment and performance obligations provided for in this Agreement) for uncollectible Receivables Purchased Assets, or (ziii) Excluded Taxes.Indemnified Amounts which are cured upon a repurchase of the Purchased Assets by the Seller or the Initial Servicer. The Seller and, if the Seller fails to do so, the Initial Servicer shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:

Indemnities by the Seller. Without limiting any other ------------------------- rights which the Agent, Citibank or CNA or any Affiliate of any thereof (each, an "Indemnified Party Party") may have hereunder or under applicable Lawlaw, the Seller hereby agrees to indemnify the SPV and its respective officers, directors, employees, counsel, other agents, successors and assigns (collectively, “Seller each Indemnified Party”) Party from and against any and all damages, losses, claims, liabilities, costs losses and expenses, liabilities (including reasonable attorneys’ fees (which such attorneys may be employees of the Program Support Providers, the Agent, the Collateral Agent or the Class Agents, as applicable' fees) and disbursements (all of the foregoing being collectively referred to as “Seller "Indemnified Amounts”") awarded against or incurred by it in any action or proceeding between the Seller and the Seller Indemnified Party or between the Seller Indemnified Party and any third party or otherwise of them arising out of or as a result of this Agreement, Agreement or the other Transaction Documents, use of proceeds of Purchases or reinvestments or the ownership of Shares or maintenance, either directly or indirectly, in respect of the Receivables, any Related Security Receivable or any interest therein or any of the other transactions contemplated hereby or therebyContract, excluding, however, (xa) Seller Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Seller Indemnified Party, as finally determined by a court of competent jurisdiction, Party or (yb) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables Receivables. Without limiting or (z) Excluded Taxes.being limited by the foregoing, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from:

Indemnities by the Seller. Without limiting any other rights which the Agent, the Banks or any of their respective Affiliates (each an "Indemnified Party Party") may have hereunder or under applicable Lawlaw, the Seller hereby agrees to indemnify the SPV and its respective officers, directors, employees, counsel, other agents, successors and assigns (collectively, “Seller each Indemnified Party”) Party from and against any and all damages, losses, claims, liabilities, liabilities and related costs and expenses, including reasonable attorneys’ ' fees (which such attorneys may be employees of the Program Support Providers, the Agent, the Collateral Agent or the Class Agents, as applicable) and disbursements (all of the foregoing being collectively referred to as “Seller "Indemnified Amounts”") awarded against or incurred by it in any action or proceeding between the Seller and the Seller Indemnified Party or between the Seller Indemnified Party and any third party or otherwise of them arising out of or as a result of this Agreement, Agreement or the other Transaction Documents, use of proceeds of Purchases or the ownership of Eligible Assets or maintenance, either directly or indirectly, in respect of the Receivables, any Related Security Receivable or any interest therein or any of the other transactions contemplated hereby or therebyContract, excluding, however, (xa) Seller Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Seller Indemnified Party, as finally determined by a court of competent jurisdiction, (yb) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (zc) Excluded Taxes.any income taxes incurred by any of them arising out of or as a result of this Agreement or the ownership of Eligible Assets or in respect of any Receivable or any Contract. Without limiting or being limited by the foregoing, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party for Indemnified Amounts relating to or resulting from:

Indemnities by the Seller. Without limiting any other rights that the Agent, the Investors, the Banks or any entity which the provides liquidity or credit enhancement or any of their respective Affiliates or agents (each, an “Indemnified Party Party”) may have hereunder or under applicable Lawlaw, the Seller hereby agrees to indemnify the SPV and its respective officers, directors, employees, counsel, other agents, successors and assigns (collectively, “Seller each Indemnified Party”) Party from and against any and all claims, damages, lossescosts, claims, liabilities, costs and expenses, losses and liabilities (including reasonable attorneys’ fees (which such attorneys may be employees of the Program Support Providers, the Agent, the Collateral Agent or the Class Agents, as applicablefees) and disbursements (all of the foregoing being collectively referred to as “Seller Indemnified Amounts”) awarded against or incurred by it in any action or proceeding between the Seller and the Seller Indemnified Party or between the Seller Indemnified Party and any third party or otherwise arising out of or as a result of resulting from this Agreement, the other Transaction Documents, Agreement or the ownership of Receivable Interests or maintenance, either directly or indirectly, in respect of the Receivables, any Related Security Receivable or any interest therein or any of the other transactions contemplated hereby or therebyContract, excluding, however, (xa) Seller Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Seller Indemnified Party, as finally determined by a court of competent jurisdiction, (yb) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (zc) Excluded Taxes.any income taxes 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 ownership of Receivable Interests or in respect of any Receivable or any Contract. Without limiting or being limited by the foregoing (but subject to the aforementioned exclusions), the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:

Indemnities by the Seller. Without limiting any other rights which the any Indemnified Party may have hereunder or under applicable Lawlaw, the Seller hereby agrees to indemnify the SPV and its respective officers, directors, employees, counsel, other agents, successors and assigns (collectively, “Seller each Indemnified Party”) Party from and against any and all damages, losses, claims, liabilities, liabilities and related costs and expenses, including reasonable attorneys’ ' fees (which such attorneys may be employees of the Program Support Providers, the Agent, the Collateral Agent or the Class Agents, as applicable) and disbursements (all of the foregoing being collectively referred to as “Seller Indemnified Amounts”"INDEMNIFIED AMOUNTS") awarded against or incurred by it in any action or proceeding between the Seller and the Seller Indemnified Party or between the Seller Indemnified Party and any third party or otherwise of them arising out of or as a result of this Agreement, Agreement or the other Transaction Documents, use of proceeds of Purchases or the ownership of Eligible Assets or maintenance, either directly or indirectly, in respect of the Receivables, any Related Security Receivable or any interest therein or any of the other transactions contemplated hereby or therebyContract, excluding, however, (xa) Seller Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Seller Indemnified Party, as finally determined by a court of competent jurisdiction, (yb) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (zc) Excluded Taxes.any income taxes incurred by any of them arising out of or as a result of this Agreement or the ownership of Eligible Assets or in respect of any Receivable or any Contract. Without limiting or being limited by the foregoing, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party for Indemnified Amounts relating to or resulting from:

Indemnities by the Seller. Without limiting any other rights which that the Program Agent, the Investor Agents, the Investors, the Banks or any of their respective Affiliates (each, an "Indemnified Party Party") may have hereunder or under applicable Lawlaw, the Seller hereby agrees to indemnify the SPV and its respective officers, directors, employees, counsel, other agents, successors and assigns (collectively, “Seller each Indemnified Party”) Party from and against any and all damages, losses, claims, liabilities, costs losses and expenses, liabilities (including reasonable attorneys’ fees (which such attorneys may be employees of the Program Support Providers, the Agent, the Collateral Agent or the Class Agents, as applicable' fees) and disbursements (all of the foregoing being collectively referred to as “Seller "Indemnified Amounts”") awarded against or incurred by it in any action or proceeding between the Seller and the Seller Indemnified Party or between the Seller Indemnified Party and any third party or otherwise arising out of or as a result of resulting from this Agreement, Agreement or the other Transaction Documents, Documents or the use of proceeds of purchases or reinvestments or the ownership of Receivable Interests or maintenance, either directly or indirectly, in respect of the Receivables, any Related Security Receivable or any interest therein or any of the other transactions contemplated hereby or therebyContract, excluding, however, (xa) Seller Indemnified Amounts to the extent resulting found by a court of competent jurisdiction to have resulted from gross negligence or willful misconduct on the part of such Seller Indemnified Party, as finally determined by a court of competent jurisdiction, (yb) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (zc) Excluded Taxes.any income taxes incurred by such Indemnified Party arising out of or as a result of this Agreement or the ownership of Receivable Interests or in respect of any Receivable or any Contract. Without limiting or being limited by the foregoing, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:

Indemnities by the Seller. Without limiting any other rights which that the Agent, the Investors, the Banks or any of their respective Affiliates (each, an "Indemnified Party Party") may have hereunder or under applicable Lawlaw, the Seller hereby agrees to indemnify the SPV and its respective officers, directors, employees, counsel, other agents, successors and assigns (collectively, “Seller each Indemnified Party”) Party from and against any and all damages, losses, claims, liabilities, costs losses and expenses, liabilities (including reasonable attorneys’ fees (which such attorneys may be employees of the Program Support Providers, the Agent, the Collateral Agent or the Class Agents, as applicable' fees) and disbursements (all of the foregoing being collectively referred to as “Seller "Indemnified Amounts”") awarded against or incurred by it in any action or proceeding between the Seller and the Seller Indemnified Party or between the Seller Indemnified Party and any third party or otherwise arising out of or as a result of resulting from this Agreement, Agreement or the other Transaction Documents, Documents or the use of proceeds of purchases or reinvestments or the ownership of Receivable Interests or maintenance, either directly or indirectly, in respect of the Receivables, any Related Security Receivable or any interest therein or any of the other transactions contemplated hereby or therebyContract, excluding, however, (xa) Seller Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Seller Indemnified Party, as finally determined by a court of competent jurisdiction, (yb) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (zc) Excluded Taxes.any income taxes incurred by such Indemnified Party arising out of or as a result of this Agreement or the ownership of Receivable Interests or in respect of any Receivable or any Contract. Without limiting or being limited by the foregoing, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:

Indemnities by the Seller. Without limiting any other rights which that the Agent, any Purchaser, any Bank or any of their respective Affiliates (each, an "Indemnified Party Party") may have hereunder or under applicable Lawlaw, the Seller hereby agrees to indemnify the SPV and its respective officers, directors, employees, counsel, other agents, successors and assigns (collectively, “Seller each Indemnified Party”) Party from and against any and all damages, losses, claims, liabilities, liabilities and related costs and expenses, including reasonable attorneys’ ' fees (which such attorneys may be employees of the Program Support Providers, the Agent, the Collateral Agent or the Class Agents, as applicable) and disbursements (all of the foregoing being collectively referred to as “Seller collectively, "Indemnified Amounts”) "), awarded against or incurred by it in any action or proceeding between the Seller and the Seller Indemnified Party or between the Seller Indemnified Party and any third party or otherwise of them arising out of or as a result of this Agreement, the other Transaction Documents, Agreement or the ownership of Receivable Interests or maintenance, either directly or indirectly, in respect of the Receivables, any Related Security Receivable or any interest therein or any of the other transactions contemplated hereby or therebyContract, excluding, however, (xa) Seller Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Seller Indemnified Party, as finally determined by a court of competent jurisdiction, (yb) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (zc) Excluded Taxes.any taxes based on or measured by the income of any Indemnified Party incurred by such Indemnified Party arising out of or as a result of this Agreement or the ownership of Receivable Interests or in respect of any Receivable or any Contract. Without limiting or being limited by the foregoing, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:

Indemnities by the Seller. (a) Without limiting any ------------------------- other rights which the Indemnified any Affected Party may have hereunder or under applicable Lawlaw, the Seller hereby agrees to indemnify the SPV Purchaser and FNBB, individually and in its respective officerscapacity as Deal Agent (the "Indemnified Parties"), directors, employees, counsel, other agents, successors and assigns (collectively, “Seller Indemnified Party”) from and against ------------------- any and all damages, losses, claims, liabilities, liabilities and related costs and expenses, including reasonable attorneys’ ' fees (which such attorneys may be employees of the Program Support Providers, the Agent, the Collateral Agent or the Class Agents, as applicable) and disbursements (all of the foregoing being collectively referred to as “Seller "Indemnified Amounts”") awarded against or ------------------- incurred by it in any action or proceeding between the Seller and the Seller such Indemnified Party or between the Seller Indemnified Party and any third party or otherwise arising out of or as a result of this Agreement, the other Transaction Documents, the ownership or maintenance, either directly or indirectly, of the Receivables, any Related Security or any interest therein or any of the other transactions contemplated hereby Facility Documents, or therebyany interest of any such Indemnified Party in, to or under the Purchased Interests, the Equipment Collateral or in respect of any Asset or any Lease, excluding, however, (xi) Seller Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Seller any Indemnified Party, as finally determined by a court of competent jurisdiction, Party or (yii) recourse (except as otherwise specifically with respect to payment and performance obligations provided for in this Agreement) for uncollectible Receivables Purchased Assets. Without limiting the foregoing, Seller shall indemnify each Indemnified Party for Indemnified Amounts relating to or (z) Excluded Taxes.resulting from:

Indemnities by the Seller. Without limiting any other rights which that the Agent, the Conduit Purchaser, the Bank Purchasers, the Affected Persons or any of their respective Affiliates (each, an "Indemnified Party Party") may have hereunder or under applicable Lawlaw, the Seller hereby agrees to indemnify the SPV and its respective officers, directors, employees, counsel, other agents, successors and assigns (collectively, “Seller each Indemnified Party”) Party from and against any and all damages, losses, claims, liabilities, costs losses and expenses, liabilities (including reasonable attorneys’ fees (which such attorneys may be employees of the Program Support Providers, the Agent, the Collateral Agent or the Class Agents, as applicable' fees) and disbursements (all of the foregoing being collectively referred to as “Seller "Indemnified Amounts”") awarded against or incurred by it in any action or proceeding between the Seller and the Seller Indemnified Party or between the Seller Indemnified Party and any third party or otherwise arising out of or as a result of resulting from this Agreement, the Agreement or any other Transaction Documents, Document or the use of proceeds of purchases or reinvestments or the ownership of Receivable Interests or maintenance, either directly or indirectly, in respect of the Receivables, any Related Security Receivable or any interest therein or any of the other transactions contemplated hereby or therebyContract, excluding, however, (xa) Seller Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Seller Indemnified Party, as finally determined by a court of competent jurisdiction, or (yb) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (z) Excluded Taxes.delayed payment thereon due to creditworthiness of the Obligors. Without limiting or being limited by the foregoing, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:

Indemnities by the Seller. Without limiting any other rights which the Indemnified Party that Agent, any Purchaser Agent, any Funding Source, any Purchaser or any of their respective Affiliates may have hereunder or under applicable Applicable Law, the Seller hereby agrees to indemnify the SPV (and its pay upon demand to) Agent, each Purchaser Agent, each Funding Source, each Purchaser and their respective Affiliates, successors, assigns, officers, directors, employees, counsel, other agents, successors agents and assigns employees (collectively, each an “Seller Indemnified Party”) from and against any and all damages, losses, claims, taxes, liabilities, costs costs, expenses and expensesfor all other amounts payable, including reasonable attorneys’ fees (which such attorneys may be employees of the Program Support Providers, the Agent, the Collateral Agent or the Class Agents, as applicableany Indemnified Party) and disbursements (all of the foregoing being collectively referred to as “Seller Indemnified Amounts”) awarded against or incurred by it in any action or proceeding between the Seller and the Seller Indemnified Party or between the Seller Indemnified Party and any third party or otherwise of them arising out of or as a result of this Agreement, or the other Transaction Documentsuse of the proceeds of any Purchase hereunder, or the acquisition, funding or ownership or maintenance, either directly or indirectly, by any Indemnified Party of an interest in the Asset Portfolio, Receivables, or any Receivable or any Contract or any Related Security Security, or any interest therein action or inaction of any of the other transactions contemplated hereby or therebySeller Party, excluding, however, (x) Seller Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Seller Indemnified Party, as finally determined by a court of competent jurisdiction, (y) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (z) Excluded Taxes.:

Indemnities by the Seller. Without limiting any other rights which the Buyer, any Affiliate thereof and their respective permitted designees and assignees (each an "Indemnified Party Party") may have hereunder under any Purchase Document or under applicable Lawlaw, the Seller hereby agrees to indemnify the SPV and its respective officers, directors, employees, counsel, other agents, successors and assigns (collectively, “Seller each Indemnified Party”) Party from and against any and all damages, losses, claims, liabilities, costs losses and liabilities (including reasonable attorneys' fees and expenses, including reasonable attorneys’ fees but excluding (which such attorneys may be employees of the Program Support Providers, the Agent, the Collateral Agent or the Class Agents, as applicablea) and disbursements (all of the foregoing being collectively referred to as “Seller Indemnified Amounts”) awarded against or incurred by it in any action or proceeding between the Seller and the Seller Indemnified Party or between the Seller Indemnified Party and any third party or otherwise arising out of or as a result of this Agreement, the other Transaction Documents, the ownership or maintenance, either directly or indirectly, of the Receivables, any Related Security or any interest therein or any of the other transactions contemplated hereby or thereby, excluding, however, (x) Seller Indemnified Amounts amount to the extent resulting from gross negligence or willful misconduct on the part of such Seller Indemnified Party, as finally determined by a court of competent jurisdiction, (yb) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (zc) Excluded Taxes.any income taxes (other than any withholding taxes in respect of any Included Foreign Receivable) incurred by such Indemnified Party arising out of or as a result of any Purchase Document or the ownership of Purchased Interests or in respect of any Receivable, any Contract, any Related Security or any Additional Assigned Rights) (all of the foregoing, to the extent not so excluded, being collectively referred to as "Indemnified Amounts"), and shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts, resulting from:

Indemnities by the Seller. Without limiting any other rights which the Indemnified Party SFC may have hereunder or under applicable Lawlaw, the Seller hereby agrees to indemnify the SPV SFC and its any successors and permitted assigns and their respective officers, directors, employees, counsel, other agents, successors directors and assigns employees (collectively, “Seller "Indemnified Party”Parties") from and against any and all damages, losses, claims, liabilities, costs and expenses, including including, without limitation, reasonable attorneys’ ' fees (which such attorneys may be employees of the Program Support Providers, the Agent, the Collateral Agent or the Class Agents, as applicable) and disbursements (all of the foregoing being collectively referred to as “Seller "Indemnified Amounts”") awarded against or incurred by it any of them in any action or proceeding between the Seller (including such Person's capacity as the Collection Agent) and any of the Seller Indemnified Party Parties or between any of the Seller Indemnified Party Parties and any third party or otherwise arising out of or as a result of this Agreement, or the other Transaction Documents, the ownership or maintenance, either directly or indirectly, of the Receivables, any Related Security or any interest therein or any of the other transactions contemplated hereby or thereby, excluding, however, (xi) Seller Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Seller an Indemnified Party, as finally determined by a court of competent jurisdiction, Party or (yii) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables which become Defaulted Receivables for credit reasons. Without limiting the generality of the foregoing, the Seller shall indemnify each Indemnified Party for Indemnified Amounts relating to or (z) Excluded Taxes.resulting from:

Indemnities by the Seller. Without limiting any other rights which that the Administrator or the Issuer or any of their respective Affiliates, employees, agents, successors, transferees or assigns (each, an "Indemnified Party Party") may have hereunder or under applicable Lawlaw, the Seller hereby agrees to indemnify the SPV and its respective officers, directors, employees, counsel, other agents, successors and assigns (collectively, “Seller each Indemnified Party”) Party from and against any and all claims, damages, losses, claims, liabilities, costs and expenses, losses and liabilities (including reasonable attorneys’ fees (which such attorneys may be employees of the Program Support Providers, the Agent, the Collateral Agent or the Class Agents, as applicableAttorney Costs) and disbursements (all of the foregoing being collectively referred to as “Seller "Indemnified Amounts”") awarded against or incurred by it in any action or proceeding between the Seller and the Seller Indemnified Party or between the Seller Indemnified Party and any third party or otherwise arising out of or as a result of resulting from this Agreement, the other Transaction Documents, the ownership or maintenance, either Agreement (whether directly or indirectly, ) or the use of proceeds of purchases or reinvestments or the ownership of the ReceivablesPurchased Interest, any Related Security or any interest therein therein, or in respect of any Receivable or any of the other transactions contemplated hereby or therebyContract, excluding, however, (xa) Seller Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Seller Indemnified Party, as finally determined by a court of competent jurisdiction, (y) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (zb) Excluded Taxes.any overall net income taxes or franchise taxes imposed on such Indemnified Party by the jurisdiction under the laws of which such Indemnified Party is organized or any political subdivision thereof. Without limiting or being limited by the foregoing, but subject to the exclusions set forth in the preceding sentence, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:

Indemnities by the Seller. Without limiting any other rights which that the Indemnified Party Agent, the Investors, the Banks or any of their respective Affiliates (each, an "INDEMNIFIED PARTY") may have hereunder or under applicable Lawlaw, the Seller hereby agrees to indemnify the SPV and its respective officers, directors, employees, counsel, other agents, successors and assigns (collectively, “Seller each Indemnified Party”) Party from and against any and all damages, losses, claims, liabilities, costs losses and expenses, liabilities (including reasonable attorneys’ fees (which such attorneys may be employees of the Program Support Providers, the Agent, the Collateral Agent or the Class Agents, as applicable' fees) and disbursements (all of the foregoing being collectively referred to as “Seller Indemnified Amounts”"INDEMNIFIED AMOUNTS") awarded against or incurred by it in any action or proceeding between the Seller and the Seller Indemnified Party or between the Seller Indemnified Party and any third party or otherwise arising out of or as a result of resulting from this Agreement, Agreement or the other Transaction Documents, Documents or the use of proceeds of purchases or reinvestments or the ownership of Receivable Interests or maintenance, either directly or indirectly, in respect of the Receivables, any Related Security Receivable or any interest therein or any of the other transactions contemplated hereby or therebyContract, excluding, however, (xa) Seller Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Seller Indemnified Party, as finally determined by a court of competent jurisdiction, (yb) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (zc) Excluded Taxes.any taxes which are subject to indemnity under Section 2.10 or excluded from the definition of Taxes thereunder. Without limiting or being limited by the foregoing, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:

Indemnities by the Seller. Without limiting any other rights which that the Administrator, the Issuer, any Program Support Provider or any of their respective Affiliates, employees, officers, directors, agents, counsel, successors, transferees or assigns (each, an "Indemnified Party Party") may have hereunder or under applicable Lawlaw, the Seller hereby agrees to indemnify the SPV and its respective officers, directors, employees, counsel, other agents, successors and assigns (collectively, “Seller each Indemnified Party”) Party from and against any and all claims, damages, losses, claims, liabilities, costs and expenses, costs, losses and liabilities (including reasonable attorneys’ fees (which such attorneys may be employees of the Program Support Providers, the Agent, the Collateral Agent or the Class Agents, as applicableAttorney Costs) and disbursements (all of the foregoing being collectively referred to as “Seller "Indemnified Amounts”") awarded against or incurred by it in any action or proceeding between the Seller and the Seller Indemnified Party or between the Seller Indemnified Party and any third party or otherwise arising out of or as a result of resulting from this AgreementAgreement (whether directly or indirectly), the other Transaction Documentsuse of proceeds of purchases or reinvestments, the ownership or maintenance, either directly or indirectly, of the ReceivablesPurchased Interest, or any interest therein, or in respect of any Receivable, Related Security or any interest therein or any of the other transactions contemplated hereby or therebyContract, excluding, however, : (xa) Seller Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Seller Indemnified PartyParty or its officers, as finally determined by a court of competent jurisdictiondirectors, agents or counsel, (yb) recourse (except as otherwise specifically provided in this AgreementSection 3.1) for uncollectible Receivables collectibility or performance of the Receivables, and (c) Indemnified Amounts resulting from any act or failure to act by any Obligor in violation of the applicable Contract, or (zd) Excluded Taxes.any overall net income taxes or franchise taxes imposed on such Indemnified Party by the jurisdiction under the laws of which such Indemnified Party is organized or any political subdivision thereof. Without limiting or being

Indemnities by the Seller. Without limiting any other -------------------------- rights which that the Administrative Agent or the Secondary Purchasers or any Affiliate thereof and their respective officers, directors, employees and agents (each, an "Indemnified Party Party") may have hereunder or under applicable Lawlaw, the Seller hereby agrees to indemnify the SPV and its respective officers, directors, employees, counsel, other agents, successors and assigns (collectively, “Seller each Indemnified Party”) Party from and against any and all damages, losses, claims, liabilities, costs losses and liabilities (including reasonable attorneys fees and expenses, including reasonable attorneys’ fees (which such attorneys may be employees of the Program Support Providers, the Agent, the Collateral Agent or the Class Agents, as applicable) and disbursements (all of the foregoing being collectively referred to as “Seller "Indemnified Amounts”") awarded against or incurred by it in any action or proceeding between the Seller and the Seller Indemnified Party or between the Seller Indemnified Party and any third party or otherwise arising out of or as a result resulting from this Agreement or the use of this Agreement, the other Transaction Documents, proceeds of purchases or reinvestments or the ownership of Receivable Interests or maintenance, either directly or indirectly, in respect of the Receivables, any Related Security Receivable or any interest therein or any of the other transactions contemplated hereby or therebyContract, excluding, however, (xa) Seller Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Seller Indemnified Party, as finally determined by a court of competent jurisdiction, (yb) recourse (except recourses(except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (zc) Excluded Taxes.except as set forth below, any income taxes incurred by such Indemnified Party arising out of or as a result of this Agreement or the ownership of Receivable Interests or in respect of any Receivable or any Contract. Without limitation of the generality of the foregoing, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:

Indemnities by the Seller. Without limiting any other rights which that the Agent, the Investors, the Banks or any of their respective Affiliates (each, an "Indemnified Party Party") may have hereunder or under applicable Lawlaw, the Seller hereby agrees to indemnify the SPV and its respective officers, directors, employees, counsel, other agents, successors and assigns (collectively, “Seller each Indemnified Party”) Party from and against any and all damages, losses, claims, liabilities, costs losses and expenses, liabilities (including reasonable attorneys’ fees (which such attorneys may be employees of the Program Support Providers, the Agent, the Collateral Agent or the Class Agents, as applicable' fees) and disbursements (all of the foregoing being collectively referred to as “Seller "Indemnified Amounts”") awarded against or incurred by it in any action or proceeding between the Seller and the Seller Indemnified Party or between the Seller Indemnified Party and any third party or otherwise arising out of or as a result of resulting from this Agreement, Agreement or the other Transaction Documents, Documents or the use of proceeds of purchases or reinvestments or the ownership of Receivable Interests or maintenance, either directly or indirectly, in respect of the Receivables, any Related Security Receivable or any interest therein or any of the other transactions contemplated hereby or therebyContract, excluding, however, (xa) Seller Indemnified Amounts to the extent resulting found by a court of competent jurisdiction to have resulted from gross negligence or willful misconduct on the part of such Seller Indemnified Party, as finally determined by a court of competent jurisdiction, (yb) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (zc) Excluded Taxes.any income taxes incurred by such Indemnified Party arising out of or as a result of this Agreement or the ownership of Receivable Interests or in respect of any Receivable or any Contract. Without limiting or being limited by the foregoing, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:

Indemnities by the Seller. Without limiting any other rights that the Agent, the Investors, the Banks or any entity which the provides liquidity or credit enhancement or any of their respective Affiliates or agents (each, an “Indemnified Party Party”) may have hereunder or under applicable Lawlaw, the Seller hereby agrees to indemnify the SPV and its respective officers, directors, employees, counsel, other agents, successors and assigns (collectively, “Seller each Indemnified Party”) Party from and against any and all claims, damages, lossescosts, claims, liabilities, costs and expenses, losses and liabilities (including reasonable attorneys’ fees (which such attorneys may be employees of the Program Support Providers, the Agent, the Collateral Agent or the Class Agents, as applicablefees) and disbursements (all of the foregoing being collectively referred to as “Seller Indemnified Amounts”) awarded against or incurred by it in any action or proceeding between the Seller and the Seller Indemnified Party or between the Seller Indemnified Party and any third party or otherwise arising out of or as a result of resulting from this Agreement, the other Transaction Documents, Agreement or the ownership of Receivable Interests or maintenance, either directly or indirectly, in respect of the Receivables, any Related Security Receivable or any interest therein or any of the other transactions contemplated hereby or therebyContract, excluding, however, (xa) Seller Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Seller Indemnified Party, as finally determined by a court of competent jurisdiction, (yb) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (zc) Excluded any taxes (other than Taxes or Other Taxes.) incurred by such Indemnified Party, arising out of or as a result of this Agreement or the ownership of Receivable Interests or in respect of any Receivable or any Contract. Without limiting or being limited by the foregoing, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following (subject, however, to the exclusions in clauses (a), (b) and (c) of the previous sentence):

Indemnities by the Seller. Without limiting any other rights which that the Administrative Agent, the Investors or Scaldis Capital Limited (each, an "Indemnified Party Party") may have hereunder or under applicable Lawlaw, the Seller hereby agrees to indemnify the SPV and its respective officers, directors, employees, counsel, other agents, successors and assigns (collectively, “Seller each Indemnified Party”) Party from and against any and all damages, losses, claims, liabilities, costs losses and expenses, liabilities (including reasonable attorneys’ fees (which such attorneys may be employees of the Program Support Providers, the Agent, the Collateral Agent or the Class Agents, as applicable' fees) and disbursements (all of the foregoing being collectively referred to as “Seller "Indemnified Amounts”") awarded against or incurred by it in any action or proceeding between the Seller and the Seller Indemnified Party or between the Seller Indemnified Party and any third party or otherwise arising out of or as a result of resulting from this Agreement, Agreement or the other Transaction Documents, Documents or the use of proceeds of purchases or the ownership of Receivable Interests or maintenance, either directly or indirectly, in respect of the Receivables, any Related Security Receivable or any interest therein or any of the other transactions contemplated hereby or therebyContract, excluding, however, (xa) Seller Indemnified Amounts to the extent resulting found in 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 Seller Indemnified Party, as finally determined by a court of competent jurisdiction, (yb) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (zc) Excluded Taxes.any income taxes incurred by such Indemnified Party arising out of or as a result of this Agreement or the ownership of Receivable Interests or in respect of any Receivable or any Contract. Without limiting or being limited by the foregoing, the Seller shall pay within 30 days of demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:

Indemnities by the Seller. Without limiting any other rights which that the Purchaser or any of its employees, agents, successors, transferees or assigns (each, an "Indemnified Party Party") may have hereunder or under applicable Lawlaw, the Seller hereby agrees to indemnify the SPV and its respective officers, directors, employees, counsel, other agents, successors and assigns (collectively, “Seller each Indemnified Party”) Party from and against any and all claims, damages, losses, claims, liabilities, costs and expenses, losses and liabilities (including reasonable attorneys’ fees (which such attorneys may be employees of the Program Support Providers, the Agent, the Collateral Agent or the Class Agents, as applicableAttorney Costs) and disbursements (all of the foregoing being collectively referred to as “Seller "Indemnified Amounts”") awarded against or incurred by it in any action or proceeding between the Seller and the Seller Indemnified Party or between the Seller Indemnified Party and any third party or otherwise arising out of or as a result of resulting from this Agreement, the other Transaction Documents, the ownership or maintenance, either Agreement (whether directly or indirectly, ) or the use of proceeds of purchases or the Receivables, ownership of any Related Security Receivable or any interest therein or any of the other transactions contemplated hereby or therebyrelated Contract, excluding, however, (xa) Seller Indemnified Amounts to the extent resulting from gross negligence or negligence, willful misconduct or unlawful conduct on the part of such Seller Indemnified Party, as finally determined by a court of competent jurisdiction, (yb) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables Receivables, or (zc) Excluded Taxes.any overall net income taxes or franchise taxes imposed on such Indemnified Party by the jurisdiction under the laws of which such Indemnified Party is organized or any political subdivision thereof. Without limiting or being limited by the foregoing, and subject to the exclusions set forth in the preceding sentence, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:

Indemnities by the Seller. (a) Without limiting any other rights which that the Indemnified Party Purchaser, the Administrative Agent or any director, officer, employee or agent of such party (each an "INDEMNIFIED PARTY") may have hereunder hereunder, or under applicable Lawlaw, the Seller hereby agrees to indemnify the SPV and its respective officers, directors, employees, counsel, other agents, successors and assigns (collectively, “Seller each Indemnified Party”) Party from and against any and all damagesclaims, losses, claims, liabilities, obligations, damages, penalties, actions, judgments, suits, and related costs and expenses, expenses of any nature whatsoever (including reasonable attorneys’ legal fees and disbursements) (other than taxes imposed or measured by the net income of the Purchaser or any Administrative Agent in the jurisdiction in which such attorneys party has its principal office), which may be employees of the Program Support Providersimposed on, the Agent, the Collateral Agent or the Class Agents, as applicable) and disbursements (all of the foregoing being collectively referred to as “Seller Indemnified Amounts”) awarded against or incurred by it or asserted against an Indemnified Party in any action or proceeding between the Seller and the Seller Indemnified Party or between the Seller Indemnified Party and any third party or otherwise way arising out of or as a result relating to any breach of the Seller's obligations under this Agreement, the other Transaction Documents, the ownership or maintenance, either directly or indirectly, of the Receivables, any Related Security or any interest therein or any of the other transactions contemplated hereby or thereby, excluding, however, (x) Seller Indemnified Amounts to the extent resulting solely from gross negligence or willful misconduct on the part of such Indemnified Party (all of the foregoing being collectively referred to as "INDEMNIFIED AMOUNTS"). Without limiting or being limited by the foregoing, the Seller shall pay on demand to each Indemnified Party, as finally determined by a court of competent jurisdiction, (y) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or (z) Excluded Taxes.resulting from:

Indemnities by the Seller. Without limiting any other rights which the Company or any Purchase and Sale Indemnified Party may have hereunder or under applicable Lawlaw, the Seller hereby agrees to indemnify the SPV Company and each of its respective assigns, officers, directors, employees, counsel, other agents, successors employees and assigns agents (collectively, “Seller each of the foregoing Persons being individually called a "Purchase and Sale Indemnified Party”) "), forthwith on demand, from and against any and all claims, damages, losses, claims, liabilities, costs and expenses, costs, losses and liabilities (including reasonable attorneys’ fees (which such attorneys may be employees of the Program Support Providers, the Agent, the Collateral Agent or the Class Agents, as applicableAttorney Costs) and disbursements (all of the foregoing being collectively referred to as “Seller "Purchase and Sale Indemnified Amounts”") awarded against or incurred by it in any action or proceeding between the Seller and the Seller Indemnified Party or between the Seller Indemnified Party and any third party or otherwise of them arising out of or as a result of resulting from this AgreementAgreement (whether directly or indirectly), the other Transaction Documentsuse of the proceeds acquired by the Seller hereunder , the ownership or maintenance, either directly or indirectly, of the ReceivablesReceivables and Related Rights or in respect of any Receivable, any Related Security or Contract. Without limiting or being limited by the foregoing, and subject to the exclusions set forth below, the Seller shall pay on demand to each Purchase and Sale Indemnified Party any interest therein or and all amounts necessary to indemnify such party from and against any and all Purchase and Sale Indemnified Amounts resulting from any of the other transactions contemplated hereby or thereby, excluding, however, (x) Seller Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Seller Indemnified Party, as finally determined by a court of competent jurisdiction, (y) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (z) Excluded Taxes.following:

Indemnities by the Seller. Without limiting any other rights which that the Administrative Agent, the Investors or Scaldis Capital Limited (each, an “Indemnified Party Party”) may have hereunder or under applicable Lawlaw, the Seller hereby agrees to indemnify the SPV and its respective officers, directors, employees, counsel, other agents, successors and assigns (collectively, “Seller each Indemnified Party”) Party from and against any and all damages, losses, claims, liabilities, costs losses and expenses, liabilities (including reasonable attorneys’ fees (which such attorneys may be employees of the Program Support Providers, the Agent, the Collateral Agent or the Class Agents, as applicablefees) and disbursements (all of the foregoing being collectively referred to as “Seller Indemnified Amounts”) awarded against or incurred by it in any action or proceeding between the Seller and the Seller Indemnified Party or between the Seller Indemnified Party and any third party or otherwise arising out of or as a result of resulting from this Agreement, Agreement or the other Transaction Documents, Documents or the use of proceeds of purchases or the ownership of Receivable Interests or maintenance, either directly or indirectly, in respect of the Receivables, any Related Security Receivable or any interest therein or any of the other transactions contemplated hereby or therebyContract, excluding, however, (xa) Seller Indemnified Amounts to the extent resulting found in 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 Seller Indemnified Party, as finally determined by a court of competent jurisdiction, (yb) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (zc) Excluded Taxes.any income taxes incurred by such Indemnified Party arising out of or as a result of this Agreement or the ownership of Receivable Interests or in respect of any Receivable or any Contract. Without limiting or being limited by the foregoing, the Seller shall pay within 30 days of demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:

Indemnities by the Seller. Without limiting any other rights which that the Indemnified Party Administrator or the Issuer or any of their respective Affiliates, employees, agents, successors, transferees or assigns (each, an "INDEMNIFIED PARTY") may have hereunder or under applicable Lawlaw, the Seller hereby agrees to indemnify the SPV and its respective officers, directors, employees, counsel, other agents, successors and assigns (collectively, “Seller each Indemnified Party”) Party from and against any and all claims, damages, losses, claims, liabilities, costs and expenses, losses and liabilities (including reasonable attorneys’ fees (which such attorneys may be employees of the Program Support Providers, the Agent, the Collateral Agent or the Class Agents, as applicableAttorney Costs) and disbursements (all of the foregoing being collectively referred to as “Seller Indemnified Amounts”"INDEMNIFIED AMOUNTS") awarded against or incurred by it in any action or proceeding between the Seller and the Seller Indemnified Party or between the Seller Indemnified Party and any third party or otherwise arising out of or as a result of resulting from this Agreement, the other Transaction Documents, the ownership or maintenance, either Agreement (whether directly or indirectly, ) or the use of proceeds of purchases or reinvestments or the ownership of the ReceivablesPurchased Interest, any Related Security or any interest therein therein, or in respect of any Receivable or any of the other transactions contemplated hereby or therebyContract, excluding, however, (xa) Seller Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Seller Indemnified Party, as finally determined by a court of competent jurisdiction, (y) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (zb) Excluded Taxes.any overall net income taxes or franchise taxes imposed on such Indemnified Party by the jurisdiction under the laws of which such Indemnified Party is organized or any political subdivision thereof. Without limiting or being limited by the foregoing, but subject to the exclusions set forth in the preceding sentence, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:

Indemnities by the Seller. Without limiting any other rights which the Agent, any Owner or any of their respective Affiliates (each an "Indemnified Party Party") may have hereunder or under applicable Lawlaw, the Seller hereby agrees to indemnify the SPV and its respective officers, directors, employees, counsel, other agents, successors and assigns (collectively, “Seller each Indemnified Party”) Party from and against any and all damages, losses, claims, liabilities, liabilities and related costs and expenses, including reasonable attorneys’ ' fees (which such attorneys may be employees of the Program Support Providers, the Agent, the Collateral Agent or the Class Agents, as applicable) and disbursements (all of the foregoing being collectively referred to as “Seller "Indemnified Amounts”") awarded against or incurred by it in any action or proceeding between the Seller and the Seller Indemnified Party or between the Seller Indemnified Party and any third party or otherwise of them arising out of or as a result of this Agreement, Agreement or the other Transaction Documents, use of proceeds of Purchases or the ownership of Eligible Assets or maintenance, either directly or indirectly, in respect of the Receivables, any Related Security Receivable or any interest therein or any of the other transactions contemplated hereby or therebyContract, excluding, however, (xi) Seller Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Seller Indemnified Party, as finally determined by a court of competent jurisdiction, Party or (yii) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables Receivables. Without limiting or (z) Excluded Taxes.being limited by the foregoing, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party for Indemnified Amounts relating to or resulting from: