Common use of General Indemnity by Seller Clause in Contracts

General Indemnity by Seller. Without limiting any other rights that any such Person may have hereunder or under Applicable Law, Seller hereby agrees to indemnify the Administrator, each of the Purchasers, each of their respective Affiliates, and all successors, permitted transferees, participants and permitted assigns and all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each an “Indemnified Party”), within thirty (30) days after demand, 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”) awarded against or incurred by any of them arising out of or relating to the Transaction Documents or the ownership or funding of the Receivable Interest or in respect of any Receivable or any Contract, excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party or (ii) Indemnified Amounts that have the effect of recourse for non-payment of the Pool Receivables due to credit problems of the Obligors; provided that Seller shall be liable to each Indemnified Party for all representations, warranties, covenants and indemnities made by Seller pursuant to the terms of this Agreement. Without limiting the foregoing, Seller shall indemnify each Indemnified Party for Indemnified Amounts arising out of or relating to:

General Indemnity by Seller. Without limiting any other rights that which any such Person may have hereunder or under Applicable Law, Seller hereby agrees to indemnify each of the Administrator, Purchaser, each of the PurchasersProgram Support Provider, each of their respective Affiliates, and all successors, permitted transferees, participants and permitted assigns and all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each an “"Indemnified Party”"), within thirty ten (3010) days after Business Days of demand, 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”") awarded against or incurred by any of them arising out of or relating to the Transaction Documents or the ownership or funding of the Receivable Asset Interest or in respect of any Receivable or any Contract, excluding, however, (ia) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party or (iib) Indemnified Amounts that which have the effect of recourse for non-payment of the Pool Receivables due to credit problems of the Obligors; Obligors (except as otherwise specifically provided that Seller shall be liable to each Indemnified Party for all representations, warranties, covenants and indemnities made by Seller pursuant to the terms of in this Agreement). Without limiting the foregoing, Seller shall indemnify each Indemnified Party for Indemnified Amounts arising out of or relating to: (i) the transfer by Seller of any interest in any Pool Receivable other than the transfer of an Asset Interest to the Administrator, for the benefit of Purchaser, pursuant to this Agreement and the grant of a security interest to the Administrator pursuant to Section 9.01; (ii) any representation or warranty made by Seller under or in connection with any Transaction Document, any Servicer Report, any Daily Report or any other information or report delivered by or on behalf of Seller pursuant hereto, which shall have been false, incorrect or misleading in any respect when made or deemed made; (iii) the failure by Seller to comply with any Applicable Law, or the nonconformity of any Pool Receivable or the related Contract with any Applicable Law; (iv) the failure to vest and maintain vested in the Administrator, for the benefit of Purchaser, an undivided percentage ownership interest, to the extent of the Asset Interest, in the Pool Assets, free and clear of any Lien, other than a Lien arising solely as a result of an act of Purchaser or the Administrator, whether existing at the time of any Purchase or Reinvestment of such Asset Interest or at any time thereafter; (v) the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Pool Assets, whether at the time of any Purchase or Reinvestment or at any time thereafter; (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy or payment) of the Obligor to the payment of any Receivable included in the Net Pool Balance (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vii) any failure of Seller to perform its duties or obligations in accordance with this Agreement; (viii) any products liability claim arising out of or in connection with merchandise or services that are the subject of any Pool Receivable; (ix) any litigation, proceedings or investigation against Seller; or (x) any tax or governmental fee or charge (but not including taxes upon or measured by net income or representing a franchise or unincorporated business tax of such Person), all interest and penalties thereon or with respect thereto, and all out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of any Asset Interest, or any other interest in the Pool Receivables or in any goods which secure any such Pool Receivables.

General Indemnity by Seller. Without limiting any other rights that any such Person may have hereunder or under Applicable Law, Seller hereby agrees to indemnify the Administrator, each of the Purchasers, each of their respective Affiliates, and all successors, permitted transferees, participants and permitted assigns and all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each an “"Indemnified Party”"), within thirty (30) days after demand, 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”") awarded against or incurred by any of them arising out of or relating to the Transaction Documents or the ownership or funding of the Receivable Interest or in respect of any Receivable or any Contract, excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party or (ii) Indemnified Amounts that have the effect of recourse for non-payment of the Pool Receivables due to credit problems of the Obligors; provided that Seller shall be liable to each Indemnified Party for all representations, warranties, covenants and indemnities made by Seller pursuant to the terms of this Agreement. Without limiting the foregoing, Seller shall indemnify each Indemnified Party for Indemnified Amounts arising out of or relating to:

General Indemnity by Seller. Without limiting any other rights that which any such Person may have hereunder or under Applicable Law, Seller hereby agrees to indemnify each of the Administrator, each of the PurchasersAgent, each Purchaser, each Program Support Provider, each of their respective Affiliates, and all successors, permitted transferees, participants and permitted assigns and all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each an “"Indemnified Party”"), within thirty ten (3010) days after Business Days of demand, 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”") awarded against or incurred by any of them arising out of or relating to the Transaction Documents or the ownership or funding of the Receivable Asset Interest or in respect of any Receivable or any Contract, excluding, however, (ia) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party or (iib) Indemnified Amounts that which have the effect of recourse for non-payment of the Pool Receivables due to credit problems of the Obligors; Obligors (except as otherwise specifically provided that Seller shall be liable to each Indemnified Party for all representations, warranties, covenants and indemnities made by Seller pursuant to the terms of in this Agreement). Without limiting the foregoing, Seller shall indemnify each Indemnified Party for Indemnified Amounts arising out of or relating to: (i) the transfer by Seller of any interest in any Pool Receivable other than the transfer of an Asset Interest to the Administrator, for the ratable benefit of the Purchasers, pursuant to this Agreement and the grant of a security interest to the Administrator pursuant to Section 9.01; (ii) any representation or warranty made by Seller under or in connection with any Transaction Document, any Servicer Report, any Daily Report, any Weekly Servicer Report or any other information or report delivered by or on behalf of Seller pursuant hereto, which shall have been false, incorrect or misleading in any respect when made or deemed made; (iii) the failure by Seller to comply with any Applicable Law, or the nonconformity of any Pool Receivable or the related Contract with any Applicable Law; (iv) the failure to vest and maintain vested in the Administrator, for the ratable benefit of the Purchasers, an undivided percentage ownership interest, to the extent of the Asset Interest, in the Pool Assets, free and clear of any Lien, other than a Lien arising solely as a result of an act of a Purchaser or the Administrator, whether existing at the time of any Purchase or Reinvestment of such Asset Interest or at any time thereafter; (v) the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Pool Assets, whether at the time of any Purchase or Reinvestment or at any time thereafter; (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy or payment) of the Obligor to the payment of any Receivable included in the Net Pool Balance (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vii) any failure of Seller to perform its duties or obligations in accordance with this Agreement; (viii) any products liability claim arising out of or in connection with merchandise or services that are the subject of any Pool Receivable; (ix) any litigation, proceedings or investigation against Seller; or (x) any tax or governmental fee or charge (but not including taxes upon or measured by net income or representing a franchise or unincorporated business tax of such Person), all interest and penalties thereon or with respect thereto, and all out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of any Asset Interest, or any other interest in the Pool Receivables or in any goods which secure any such Pool Receivables.

General Indemnity by Seller. Without limiting any other rights that which any such Person may have hereunder or under Applicable Law, Seller hereby agrees to indemnify each of the Administrator, each of the PurchasersPurchaser, each Program Support Provider, each of their respective Affiliates, and all successors, permitted transferees, participants and permitted assigns and all officers, directors, shareholders, members, controlling persons, employees and agents of any of the foregoing (each an “"Indemnified Party”"), within thirty ten (3010) days after Business Days of demand, 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”") awarded against or incurred by any of them arising out of or relating to the Transaction Documents or the ownership or funding of the Receivable Asset Interest or in respect of any Receivable or any Contract, excluding, however, (ia) Indemnified Amounts to the extent resulting from gross negligence negligence, bad faith or willful misconduct on the part of such Indemnified Party or (iib) Indemnified Amounts that which have the effect of recourse for non-payment of the Pool Receivables due to credit problems of the Obligors; Obligors (except as otherwise specifically provided that Seller shall be liable to each Indemnified Party for all representations, warranties, covenants and indemnities made by Seller pursuant to the terms of in this Agreement). Without limiting the foregoing, Seller shall indemnify each Indemnified Party for Indemnified Amounts arising out of or relating to: (i) the transfer by Seller of any interest in any Pool Receivable other than the transfer of an Asset Interest to the Administrator, for the benefit of Purchasers, pursuant to this Agreement and the grant of a security interest to the Administrator pursuant to Section 9.01; (ii) any representation or warranty made by Seller under or in connection with any Transaction Document, any Servicer Report, any Weekly Report or any other information or report delivered by or on behalf of Seller pursuant hereto, which shall have been false, incorrect or misleading in any respect when made; (iii) the failure by Seller to comply with any Applicable Law, or the nonconformity of any Pool Receivable or the related Contract with any Applicable Law; (iv) the failure to vest and maintain vested in the Administrator, for the benefit of Purchasers, an undivided percentage ownership interest, to the extent of the Asset Interest, in the Pool Assets, free and clear of any Lien, other than a Lien created pursuant to this Agreement or any other Transaction Document or arising solely as a result of an act of a Purchaser or the Administrator, whether existing at the time of any Purchase or Reinvestment of such Asset Interest or at any time thereafter; (v) the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Pool Assets, whether at the time of any Purchase or Reinvestment or at any time thereafter; (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy or payment) of the Obligor to the payment of any Receivable included in the Net Pool Balance (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vii) any breach by Seller of any of its covenants or agreements under this Agreement or any other Transaction Document; (viii) any products liability claim arising out of or in connection with merchandise or services that are the subject of any Pool Receivable; (ix) any litigation, proceeding or investigation against Seller; or (x) any tax or governmental fee or charge (but not including taxes upon or measured by net income or representing a franchise or unincorporated business tax of such Person), all interest and penalties thereon or with respect thereto, and all out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of any Asset Interest, or any other interest in the Pool Receivables or in any goods which secure any such Pool Receivables.

General Indemnity by Seller. Without limiting any other rights that which any such Person may have hereunder or under Applicable Law, Seller hereby agrees to indemnify each of the Administrator, each of the PurchasersPurchaser, each Program Support Provider, each of their respective Affiliates, and all successors, permitted transferees, participants and permitted assigns and all officers, directors, shareholders, members, controlling persons, employees and agents of any of the foregoing (each an “"Indemnified Party”"), within thirty five (305) days after Business Days of demand, 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”") awarded against or incurred by any of them arising out of or relating to the Transaction Documents or the ownership or funding of the Receivable Asset Interest or in respect of any Receivable or any Contract, excluding, however, (ia) Indemnified Amounts to the extent resulting determined by a court of competent jurisdiction to have resulted from gross negligence negligence, bad faith or willful misconduct on the part of such Indemnified Party or (iib) Indemnified Amounts that which have the effect of recourse for non-payment of the Pool Receivables due to credit problems of the Obligors; Obligors (except as otherwise specifically provided that Seller shall be liable to each Indemnified Party for all representations, warranties, covenants and indemnities made by Seller pursuant to the terms of in this Agreement). Without limiting the foregoing, Seller shall indemnify each Indemnified Party for Indemnified Amounts arising out of or relating to: (i) the transfer by Seller of any interest in any Pool Receivable other than the transfer of an Asset Interest to the Administrator, for the benefit of Purchasers, pursuant to this Agreement and the grant of a security interest to the Administrator pursuant to Section 9.01; (ii) any representation or warranty made by Seller under or in connection with any Transaction Document, any Servicer Report, any Mid-Month Report or any other information or report delivered by or on behalf of Seller pursuant hereto, which shall have been false, incorrect or misleading in any respect when made; (iii) the failure by Seller to comply with any Applicable Law, or the nonconformity of any Pool Receivable or the related Contract with any Applicable Law; (iv) the failure to vest and maintain vested in the Administrator, for the benefit of Purchasers, an undivided percentage ownership interest, to the extent of the Asset Interest, in the Pool Assets, free and clear of any Lien, other than a Lien created pursuant to this Agreement or any other Transaction Document or arising solely as a result of an act of a Purchaser or the Administrator, whether existing at the time of any Purchase or Reinvestment of such Asset Interest or at any time thereafter; (v) the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Pool Assets, whether at the time of any Purchase or Reinvestment or at any time thereafter; (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy or payment) of any Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vii) any breach by Seller of any of its covenants or agreements under this Agreement or any other Transaction Document; (viii) any products liability claim arising out of or in connection with merchandise or services that are the subject of any Pool Receivable; (ix) any litigation, proceeding or investigation against Seller; or (x) any tax or governmental fee or charge (but not including taxes upon or measured by net income or representing a franchise or unincorporated business tax of such Person), all interest and penalties thereon or with respect thereto, and all out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of any Asset Interest, or any other interest in the Pool Receivables or in any goods which secure any such Pool Receivables.

General Indemnity by Seller. Without limiting any other rights that which any such Person may have hereunder or under Applicable Law, Seller hereby agrees to indemnify each of the Administrator, each of the PurchasersPurchaser, each Agent, each Program Support Provider, each of their respective Affiliates, and all successors, permitted transferees, participants and permitted assigns and all officers, directors, shareholders, controlling persons, members, employees and agents of any of the foregoing (each an “"Indemnified Party”"), within thirty (30) days after five Business Days of demand, 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”") awarded against or incurred by any of them arising out of or relating to the Transaction Documents or the ownership or funding of the Receivable Asset Interest or in respect of any Receivable or any Contract, excluding, however, (ia) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such any Indemnified Party or (iib) Indemnified Amounts that which have the effect of recourse for non-non- payment of the Pool Receivables due to credit problems of the Obligors; Obligors (except as otherwise specifically provided that Seller shall be liable to each Indemnified Party for all representations, warranties, covenants and indemnities made by Seller pursuant to the terms of in this Agreement). Without limiting the foregoing, Seller shall indemnify each Indemnified Party for Indemnified Amounts arising out of or relating to: (i) the transfer by Seller of any interest in any Pool Receivable other than the transfer of an Asset Interest to the Administrator, for the benefit of the Purchasers, pursuant to this Agreement and the grant of a security interest to the Administrator pursuant to Section 9.1; (ii) any representation or warranty made by Seller under or in connection with any Transaction Document, any Servicer Report, any Daily Report or any other information or report delivered by or on behalf of Seller pursuant hereto, which shall have been false, incorrect or misleading in any respect when made or deemed made; (iii) the failure by Seller to comply with any Applicable Law, or the nonconformity of any Pool Receivable or the related Contract with any Applicable Law; (iv) the failure to vest and maintain vested in the Administrator, for the benefit of the Purchasers, an undivided percentage ownership or security interest, to the extent of the Asset Interest, in the Pool Assets, free and clear of any Lien, other than a Lien arising solely as a result of an act of a Purchaser, an Agent or the Administrator, whether existing at the time of any Purchase or Reinvestment of such Asset Interest or at any time thereafter; (v) the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Pool Assets, whether at the time of any Purchase or Reinvestment or at any time thereafter; (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy or payment) of the Obligor to the payment of any Receivable included in the Net Pool Balance (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vii) any failure of Seller to perform its duties or obligations in accordance with this Agreement; (viii) any products liability claim arising out of or in connection with merchandise or services that are the subject of any Pool Receivable; (ix) any litigation, proceedings or investigation against Seller other than by an Indemnified Person; or (x) any tax or governmental fee or charge (but not including taxes upon or measured by net income or representing a franchise or unincorporated business tax of such Person), all interest and penalties thereon or with respect thereto, and all out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of any Asset Interest, or any other interest in the Pool Receivables or in any goods which secure any such Pool Receivables.

General Indemnity by Seller. Without limiting any other rights that which any such Person may have hereunder or under Applicable Law, Seller hereby agrees to indemnify each of the Administrator, each of the PurchasersPurchaser, each of their respective Affiliates, and all successors, permitted transferees, participants and permitted assigns and all officers, directors, shareholders, members, controlling persons, employees and agents of any of the foregoing (each an “"Indemnified Party”"), within thirty ten (3010) days after Business Days of demand, 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”") awarded against or incurred by any of them arising out of or relating to the Transaction Documents or the ownership or funding of the Receivable Asset Interest or in respect of any Receivable or any Contract, excluding, however, (ia) Indemnified Amounts to the extent resulting from gross negligence negligence, bad faith or willful misconduct on the part of such Indemnified Party or (iib) Indemnified Amounts that which have the effect of recourse for non-payment of the Pool Receivables due to credit problems of the Obligors; Obligors (except as otherwise specifically provided that Seller shall be liable to each Indemnified Party for all representations, warranties, covenants and indemnities made by Seller pursuant to the terms of in this Agreement). Without limiting the foregoing, Seller shall indemnify each Indemnified Party for Indemnified Amounts arising out of or relating to: (i) the transfer by Seller of any interest in any Pool Receivable other than the transfer of an Asset Interest to the Administrator, for the benefit of Purchasers, pursuant to this Agreement and the grant of a security interest to the Administrator pursuant to Section 9.01; (ii) any representation or warranty made by Seller under or in connection with any Transaction Document, any Servicer Report, any Weekly Report or any other information or report delivered by or on behalf of Seller pursuant hereto, which shall have been false, incorrect or misleading in any respect when made; (iii) the failure by Seller to comply with any Applicable Law, or the nonconformity of any Pool Receivable or the related Contract with any Applicable Law; (iv) the failure to vest and maintain vested in the Administrator, for the benefit of Purchasers, an undivided percentage ownership interest, to the extent of the Asset Interest, in the Pool Assets, free and clear of any Lien, other than a Lien created pursuant to this Agreement or any other Transaction Document or arising solely as a result of an act of a Purchaser or the Administrator, whether existing at the time of any Purchase or Reinvestment of such Asset Interest or at any time thereafter; (v) the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Pool Assets, whether at the time of any Purchase or Reinvestment or at any time thereafter; (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy or payment) of the Obligor to the payment of any Receivable included in the Net Pool Balance (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vii) any breach by Seller of any of its covenants or agreements under this Agreement or any other Transaction Document; (viii) any products liability claim arising out of or in connection with merchandise or services that are the subject of any Pool Receivable; (ix) any litigation, proceeding or investigation against Seller; or (x) any tax or governmental fee or charge (but not including taxes upon or measured by net income or representing a franchise or unincorporated business tax of such Person), all interest and penalties thereon or with respect thereto, and all out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of any Asset Interest, or any other interest in the Pool Receivables or in any goods which secure any such Pool Receivables.

General Indemnity by Seller. Without limiting any other rights that which any such Person may have hereunder or under Applicable Law, Seller hereby agrees to indemnify each of the Administrator, Purchaser, each of the PurchasersProgram Support Provider, each of their respective Affiliates, and all successors, permitted transferees, participants and permitted assigns and all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each an “"Indemnified Party”"), within thirty (30) days after five Business Days of demand, 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”") awarded against or incurred by any of them arising out of or relating to the Transaction Documents or the ownership or funding of the Receivable Asset Interest or in respect of any Receivable or any Contract, excluding, however, (ia) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such any Indemnified Party or (iib) Indemnified Amounts that which have the effect of recourse for non-payment of the Pool Receivables due to credit problems of the Obligors; Obligors (except as otherwise specifically provided that Seller shall be liable to each Indemnified Party for all representations, warranties, covenants and indemnities made by Seller pursuant to the terms of in this Agreement). Without limiting the foregoing, Seller shall indemnify each Indemnified Party for Indemnified Amounts arising out of or relating to: (i) the transfer by Seller of any interest in any Pool Receivable other than the transfer of an Asset Interest to the Administrator, for the benefit of Purchaser, pursuant to this Agreement and the grant of a security interest to the Administrator pursuant to Section 9.01; (ii) any representation or warranty made by Seller under or in connection with any Transaction Document, any Servicer Report or any other information or report delivered by or on behalf of Seller pursuant hereto, which shall have been false, incorrect or misleading in any respect when made or deemed made; (iii) the failure by Seller to comply with any Applicable Law, or the nonconformity of any Pool Receivable or the related Contract with any Applicable Law; (iv) the failure to vest and maintain vested in the Administrator, for the benefit of Purchaser, an undivided percentage ownership or security interest, to the extent of the Asset Interest, in the Pool Assets, free and clear of any Lien, other than a Lien arising solely as a result of an act of Purchaser or the Administrator, whether existing at the time of any Purchase or Reinvestment of such Asset Interest or at any time thereafter; (v) the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Pool Assets, whether at the time of any Purchase or Reinvestment or at any time thereafter; (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy or payment) of the Obligor to the payment of any Receivable included in the Net Pool Balance (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vii) any failure of Seller to perform its duties or obligations in accordance with this Agreement; (viii) any products liability claim arising out of or in connection with merchandise or services that are the subject of any Pool Receivable; (ix) any litigation, proceedings or investigation against Seller other than by an Indemnified Person; or (x) any tax or governmental fee or charge (but not including taxes upon or measured by net income or representing a franchise or unincorporated business tax of such Person), all interest and penalties thereon or with respect thereto, and all out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of any Asset Interest, or any other interest in the Pool Receivables or in any goods which secure any such Pool Receivables.