Common use of Indemnification by the Servicer Clause in Contracts

Indemnification by the Servicer. (a) The Servicer hereby agrees to indemnify and hold harmless the Borrower, the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted from the bad faith, gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnification, (ii) Taxes other than Taxes that represent losses, claims or damages arising from any non-Tax claim and (iii) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):

Indemnification by the Servicer. (a) The Servicer hereby agrees to indemnify and hold harmless the BorrowerSeller, the Administrative Agent, the Credit Purchaser Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, reasonable Attorney Costs and other costs or expenses actually incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted solely from the bad faith, gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnification, (ii) Taxes that are covered by Section 4.03 (other than any Taxes that represent losses, claims or damages claims, damages, etc. arising from any non-Tax claim claim) and (iii) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):

Indemnification by the Servicer. (a) The Servicer hereby agrees to indemnify and hold harmless the BorrowerBorrowers, the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, reasonable and documented Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted solely from the bad faithfraud, gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnificationindemnification or a material breach by such Servicer Indemnified Party of this Agreement or any other Transaction Document, (ii) Taxes that are covered by Section 5.03 (other than any Taxes that represent losses, claims or damages claims, damages, etc. arising from any non-Tax claim claim) and (iii) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):

Indemnification by the Servicer. (a) The Servicer hereby agrees to indemnify and hold harmless the Borrower, the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted from the bad faith, gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnification, (ii) Taxes that are covered by Section 4.03 (other than any Taxes that represent losses, claims or damages claims, damages, etc. arising from any non-Tax claim claim) and (iii) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):

Indemnification by the Servicer. (a) The Servicer hereby agrees to indemnify and hold harmless the Borrower, the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim arising out of the foregoing (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted solely from the bad faith, gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnification, (ii) Taxes other than Taxes that represent losses, claims or damages claims, damages, etc., arising from any non-Tax claim and (iii) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay or financial or credit condition of the related Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):

Indemnification by the Servicer. (a) The Servicer hereby agrees to indemnify and hold harmless the Borrower, the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted solely from the bad faith, gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnificationindemnification or any of its Controlled Related Parties, (ii) Taxes other than Taxes that represent losses, claims or damages arising from any non-Tax claim are covered by Section 5.03 and (iii) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness bankruptcy or other financial inability credit related reasons with respect to pay of the related relevant Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):

Indemnification by the Servicer. (a) The Servicer hereby agrees to shall indemnify the Master Servicer, the Depositor, the Trustee, the Trust Fund and the NIMS Insurer and hold them harmless the Borroweragainst any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses (collectively, the Administrative Agent, “Liabilities”) that the Credit Parties, indemnified party may sustain in any way related to (i) any breach of the Affected Persons representations and their respective assigns, officers, directors, agents and employees warranties contained in Section 6.01 or (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities ii) the failure of the Servicer to perform its duties and service the Mortgage Loans in accordance with the terms of this Agreement or for any inaccurate or misleading information provided in the certification pursuant to Section 5.05. The Servicer shall promptly notify the Master Servicer, the Depositor, the Trustee, or the NIMS Insurer if a claim is made by a third party with respect to this Agreement or any other Transaction Documentthe Mortgage Loans that may result in such Liabilities, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection the Servicer shall assume (with the prior written consent of the indemnified party) the defense of any actual such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or threatened actiondecree which may be entered against it or any indemnified party in respect of such claim and follow any written instructions received from the such indemnified party in connection with such claim. The Servicer shall be reimbursed promptly from the Trust Fund for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the Servicer’s indemnification pursuant to Section 6.02, proceeding or claim (all the failure of the foregoing being collectively referred Servicer to asservice and administer the Mortgage Loans in accordance with the terms of this Agreement. In the event a dispute arises between the Servicer and an indemnified party with respect to any of the rights and obligations of the parties pursuant to this Agreement, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of and such dispute is adjudicated in a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted from law, by an arbitration panel or any other judicial process, then the bad faithlosing party (if the Trustee, gross negligence or willful misconduct by then the Servicer Indemnified Party seeking indemnification, (iiTrust Fund) Taxes shall indemnify and reimburse the winning party for all attorney’s fees and other than Taxes that represent losses, claims or damages arising from any non-Tax claim costs and (iii) Servicer Indemnified Amounts expenses related to the extent the same includes losses in respect adjudication of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):said dispute.

Indemnification by the Servicer. (a) The Servicer hereby agrees to shall indemnify the Master Servicer, the Depositor, the Trustee, the Securities Administrator, the Trust Fund and the NIMS Insurer and hold them harmless the Borroweragainst any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses (collectively, the Administrative Agent, “Liabilities”) that the Credit Parties, indemnified party may sustain in any way related to (i) any breach of the Affected Persons representations and their respective assigns, officers, directors, agents and employees warranties contained in Section 6.01 or (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities ii) the failure of the Servicer to perform its duties and service the Mortgage Loans in accordance with the terms of this Agreement or for any inaccurate or misleading information provided in the certification pursuant to Section 5.05. The Servicer shall promptly notify the Master Servicer, the Depositor, the Securities Administrator, the Trustee, or the NIMS Insurer if a claim is made by a third party with respect to this Agreement or any other Transaction Documentthe Mortgage Loans that may result in such Liabilities, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection the Servicer shall assume (with the prior written consent of the indemnified party) the defense of any actual such claim and pay all expenses in connection therewith, including counsel fees, promptly pay, discharge and satisfy any judgment or threatened actiondecree which may be entered against it or any indemnified party in respect of such claim and follow any written instructions received from the such indemnified party in connection with such claim. The Servicer shall be reimbursed promptly from the Trust Fund for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the Servicer’s indemnification pursuant to Section 6.02, proceeding or claim (all the failure of the foregoing being collectively referred Servicer to asservice and administer the Mortgage Loans in accordance with the terms of this Agreement. In the event a dispute arises between the Servicer and an indemnified party with respect to any of the rights and obligations of the parties pursuant to this Agreement, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of and such dispute is adjudicated in a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted from law, by an arbitration panel or any other judicial process, then the bad faithlosing party (if the Trustee, gross negligence or willful misconduct by then the Servicer Indemnified Party seeking indemnification, (iiTrust Fund) Taxes shall indemnify and reimburse the winning party for all attorney’s fees and other than Taxes that represent losses, claims or damages arising from any non-Tax claim costs and (iii) Servicer Indemnified Amounts expenses related to the extent the same includes losses in respect adjudication of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):said dispute.

Indemnification by the Servicer. (a) The Servicer hereby agrees to indemnify and hold harmless the Borrower, the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted from the bad faith, gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnification, (ii) Taxes other than Taxes that represent losses, claims or damages arising from any non-Tax claim claim, and (iii) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):

Indemnification by the Servicer. (a) The Servicer hereby agrees to indemnify the Depositor and hold harmless the BorrowerTrustee, the Administrative Agent, the Credit Parties, the Affected Persons and each of their respective assigns, officers, directors, agents and employees (eachand each Person, a if any, who “Servicer Indemnified Party”)controls” the Depositor or the Trustee within the meaning of the 1933 Act for, from and against to hold them harmless against, any loss, liabilityliability or expense (except as otherwise provided herein with respect to expenses) (including reasonable legal fees and disbursements of counsel) incurred on their part (i) by reason of the Servicer’s willful misfeasance, expensebad faith or negligence in the performance of such obligations pursuant to Section 3.20, damage Section 3.21 or injury suffered Section 3.30, (ii) by reason of the Servicer’s reckless disregard of such obligations pursuant to Section 3.20, Section 3.21 or sustained Section 3.30 or (iii) by reason of any actsmaterial misstatement or omission contained in the Servicer Certification provided pursuant to Section 3.30; provided, omissions in each case, that with respect to any such claim or alleged acts legal action (or pending or threatened claim or legal action), such indemnified Person shall have given the Servicer written notice thereof promptly after such indemnified Person shall have with respect to such claim or legal action knowledge thereof; provided, however, that such agreement by the Servicer to indemnify and hold harmless such Person shall not include or apply to any such loss, liability or expense arising from, caused by or resulting from the actions or omissions arising out of activities any Person other than the Servicer, including without limitation the negligence, willful misfeasance, bad faith or reckless disregard of the Servicer duties or obligations under or pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted from the bad faith, gross negligence or willful misconduct applicable agreement by the Servicer Indemnified Party seeking indemnificationDepositor or the Trustee. If the indemnification provided for in this Section 3.31 is unavailable or insufficient to hold harmless such indemnified Persons, (ii) Taxes other than Taxes that represent losses, claims or damages arising from any non-Tax claim and (iii) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, then the Servicer shall pay on demand, contribute to each Servicer Indemnified Party any and all amounts necessary to indemnify the amount paid or payable by such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any indemnified Persons as a result of the following (but excluding losses, claims, damages or liabilities of such indemnified Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or the Trustee, as applicable, on the one hand and the Servicer Indemnified Amounts described in clauses (i), (ii) on the other. This indemnity shall survive the resignation or removal of the Servicer and (iii) above):the termination of this Agreement.

Indemnification by the Servicer. (a) The Servicer hereby agrees to indemnify and hold harmless the Borrower, the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted from the bad faith, gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnification, (ii) Taxes other than Taxes that represent losses, claims or damages arising from any non-Tax claim are covered by Section 5.03 and (iii) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):

Indemnification by the Servicer. (a) The Servicer hereby agrees to shall indemnify and hold harmless the Borrowereach of Cartus, CFC, the Administrative AgentTransferor, the Credit PartiesIssuer, the Affected Persons Indenture Trustee and their respective assignsits directors, officers, directors, employees and agents and employees (each, a “Servicer Indemnified Party”), from and against any and all loss, liability, claim, expense, actions, suits, demands, damage or injury suffered or sustained by reason of (i) any actsrepresentation or warranty made by the Servicer under any of the Transaction Documents, omissions any Receivables Activity Report, Weekly Activity Report or alleged any other information or report delivered by the Servicer with respect to the Servicer or the Transferred Assets having been untrue or incorrect in any material respect when made or deemed to have been made; or (ii) any acts or omissions arising out of activities of the Servicer pursuant to this Agreement (other than such as may arise from the negligence or any other Transaction Documentwillful misconduct of Cartus, CFC, the Transferor, the Issuer and the Indenture Trustee, respectively, and their respective directors, officers, employees and agents), including any judgment, award, settlement, Attorney Costs reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred claim, that in each case arises from or relates to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted from the bad faith, gross negligence or willful misconduct breach by the Servicer Indemnified Party seeking indemnificationof its representations, (ii) Taxes other than Taxes that represent losseswarranties, claims covenants or damages arising from any non-Tax claim and agreements hereunder; or (iii) any reduction in the Unpaid Balance of any Pool Receivable as a result of any cash discount or any adjustment by the Servicer, including any such adjustment that gives rise to a Servicer Indemnified Amounts Dilution Adjustment (but not including any write-off of any Receivable) or (iv) any failure of the Servicer to comply with any material applicable law, rule or regulation applicable to it and which relates to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account servicing or administration of the insolvencyTransferred Assets. Indemnification pursuant to this Section 7.04 shall not be payable from the Transferred Assets. The Servicer’s obligations under this Section 7.04 shall survive the termination of this Agreement, bankruptcy, lack of creditworthiness the resignation or other financial inability to pay removal of the related Obligor. Without limiting Indenture Trustee or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to earlier removal or resulting from any resignation of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):Servicer.

Indemnification by the Servicer. (a) The Without limiting any other rights that any Indemnified Party may have hereunder or under applicable Law, the Servicer hereby agrees to indemnify and hold harmless the Borrower, the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted from the bad faith, gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnification, (ii) Taxes other than Taxes that represent losses, claims or damages arising from any non-Tax claim and (iii) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating subject to or resulting from any of the following (but excluding Servicer Indemnified Amounts described limitations set forth in clauses (i), (iia) and (iiib) above):of the first sentence of Section 3.1 that arise out of or relate to (whether directly or indirectly): (a) the failure of any information contained in any Monthly Receivables Report or Interim Receivables Report to be true and correct at the time delivered, or the failure of any other information provided to such Indemnified Party by, or on behalf of, the Servicer to be true and correct at the time delivered, (b) the failure of any representation, warranty or statement made or deemed made by the Servicer (or any of its officers) under or in connection with this Agreement or any other Transaction Document to which it is a party to have been true and correct as of the date made or deemed made in all respects when made, (c) the failure by the Servicer to comply with any applicable Law with respect to any Pool Receivable or the related Contract, (d) any dispute, claim, offset or defense of the Obligor to the payment of any Pool Receivable in, or purporting to be in, the Receivables Pool resulting from or related to the collection activities with respect to such Pool Receivable or (e) the Servicer’s performance of, or failure to perform, any of its duties or obligations under or in connection with (whether directly or indirectly) the provisions hereof or any other Transaction Document to which it is a party. Any Indemnified Amounts shall be paid by the Servicer to the applicable Indemnified Party within five (5) Business Days following such Indemnified Party’s written demand therefor, setting forth, in reasonable detail, the calculation of such amount and the basis of such demand. The agreements of the Servicer contained in this Section 3.2 shall survive the replacement or termination of any Person acting as Servicer hereunder with respect to any Indemnified Amounts arising in connection with such Person’s acting as Servicer.

Indemnification by the Servicer. (a) The Servicer hereby agrees to indemnify and hold harmless the Borrower, the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted solely from the bad faith, gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnification, (ii) Taxes that are covered by Section 5.03 (other than any Taxes that represent losses, claims or damages claims, damages, etc. arising from any non-Tax claim claim) and (iii) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):

Indemnification by the Servicer. (a) The Servicer hereby agrees to indemnify and hold harmless the Borrower, the Administrative Agent, the each Credit PartiesParty, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any lossand all claims, liabilityexpenses, expensedamages, damage or injury losses and liabilities suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (ix) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted from the gross negligence, bad faith, gross negligence faith or willful misconduct by the Servicer Indemnified Party seeking indemnification, (iiy) Taxes other than Taxes that represent losses, claims or damages arising from any non-Tax claim are covered by Section 4.03 and (iiiz) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (ix), (iiy) and (iiiz) above):

Indemnification by the Servicer. (a) The Servicer hereby agrees to indemnify and hold harmless the Borrower, the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other reasonable and documented out-of-pocket costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to (x) resulted solely from the extent gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnification, as determined by a final non-appealable judgment of a court of competent jurisdiction holds that such portion Servicer Indemnified Amounts, (y) resulting from a material breach of any Transaction Document on the part of such Servicer Indemnified Amounts resulted from Party, as determined by a final non-appealable judgment of a court of competent jurisdiction, or (z) that constitute recourse with respect to a Pool Receivable by reason of an Event of Bankruptcy or insolvency, or the bad faithfinancial or credit condition or financial default, gross negligence or willful misconduct by of the Servicer Indemnified Party seeking indemnificationrelated Obligor, (ii) Taxes (other than any Taxes that represent losses, claims or damages claims, damages, etc. arising from any non-Tax claim Claim), and (iii) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):

Indemnification by the Servicer. (a) The Servicer hereby agrees to indemnify and hold harmless the BorrowerSeller, the Administrative Agent, the Credit Purchaser Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted solely from the bad faith, gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnification, (ii) Taxes that are covered by Section 5.03 (other than any Taxes that represent losses, claims or damages claims, damages, etc. arising from any non-Tax claim claim) and (iii) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):

Indemnification by the Servicer. (a) The Servicer hereby agrees to shall indemnify and hold harmless the Borrowereach of Cartus, CRC, the Administrative Agent, Issuer and the Credit Parties, the Affected Persons Trustee and their respective assignsdirectors, officers, directors, employees and agents and employees (each, a “Servicer Indemnified Party”), from and against any and all loss, liability, claim, expense, actions, suits, demands, damage or injury suffered or sustained by reason of (i) any actsrepresentation or warranty made by the Servicer under any of the Transaction Documents, omissions any Monthly Originator Report or alleged Weekly Activity Report, as applicable or any other information or report delivered by the Servicer with respect to the Servicer or the Pledged Assets having been untrue or incorrect in any material respect when made or deemed to have been made; or (ii) any acts or omissions arising out of activities of the Servicer pursuant to this Agreement (other than such as may arise from the negligence or any other Transaction Documentwillful misconduct of Cartus, CRC, the Issuer and the Trustee, respectively, and their respective directors, officers, employees and agents, or that are taken at the direction of the Trustee, the Administrative Agent or the Purchaser), including any judgment, award, settlement, Attorney Costs reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred claim, that in each case arises from or relates to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted from the bad faith, gross negligence or willful misconduct breach by the Servicer Indemnified Party seeking indemnificationof its representations, (ii) Taxes other than Taxes that represent losseswarranties, claims covenants or damages arising from any non-Tax claim and agreements hereunder; or (iii) any reduction in the Unpaid Balance of any Pool Receivable or Fee Receivable as a result of any cash discount or any adjustment by the Servicer, (but not including any write-off of any Receivable or any adjustment required by law) or (iv) any failure of the Servicer Indemnified Amounts to comply with any material applicable law, rule or regulation applicable to it and which relates to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account servicing or administration of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related ObligorPledged Assets. Without limiting or being limited by the foregoingIn addition, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and the Trustee against any and all loss, liability or expense (including the fees of either in-house counsel or outside counsel, but not both) incurred by it in connection with the performance of its duties hereunder and under any other Transaction Document. The Trustee shall notify the Issuer and the Servicer Indemnified Amounts relating promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Servicer shall not relieve the Servicer of its obligations hereunder unless such loss, liability or resulting expense could have been avoided with such prompt notification and then only to the extent of such loss, expenses or liability which could have been so avoided. The Servicer need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct, negligence or bad faith. Indemnification pursuant to this Section 7.04 shall not be payable from any the Pledged Assets. The Servicer’s obligations under this Section 7.04 shall survive the termination of this Agreement, the resignation or removal of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):Trustee or the earlier removal or resignation of the Servicer.

Indemnification by the Servicer. (a) The Servicer hereby agrees to indemnify and hold harmless the BorrowerIssuer, the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of (i) any acts, omissions or alleged acts or omissions arising out of activities failure of the Servicer pursuant to comply with any of its covenants, obligations or agreements contained in this Agreement or any other Transaction DocumentDocument to which it is a party, (ii) any representation, warranty or statement made or deemed made by the Servicer (or any of its respective officers) under or in connection with this Agreement, any of the other Transaction Documents to which it is a party, any Information Package, Weekly Report or any other information or report delivered by or on behalf of the Servicer pursuant hereto which shall have been untrue or incorrect when made or deemed made or (iii) the Servicer’s gross negligence or willful misconduct in the performance of its duties or obligations under this Agreement or any other Transaction Document to which it is a party, in each case, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim with respect thereto (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (iA) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted from the bad faith, gross negligence or willful misconduct by the Servicer Indemnified Party or any of its Affiliates seeking indemnification, (iiB) any Taxes (the indemnification of which are governed by other provisions herein) other than Taxes that represent losses, claims or claims, damages and liabilities arising from any with respect to a non-Tax claim and (iiiC) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, bankruptcy or lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):.

Indemnification by the Servicer. (a) The Servicer hereby agrees to indemnify and hold harmless the Borrower, the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities the Servicer’s fraud or failure of the Servicer pursuant to perform the Servicing Services in compliance in all material respects with the terms of this Agreement or and any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted solely from the bad faith, gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnification, (ii) Taxes (other than any Taxes that represent losses, claims or damages claims, damages, etc. arising from any non-Tax claim claim), and (iii) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related ObligorObligor and (iv) Servicer Indemnified Amounts arising from a claim by one Servicer Indemnified Party against another Servicer Indemnified Party (other than actions against the Administrative Agent in its capacity as Administrative Agent or similar capacity and also excluding any action, claim or dispute involving any Servicer or any of its Affiliates or resulting from any action or inaction by any Servicer of any of its Affiliates). Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii), (iii) and (iiiiv) above):

Indemnification by the Servicer. (a) The Servicer hereby agrees to indemnify and hold harmless the BorrowerSeller, the Administrative Agent, the Credit Purchaser Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted from the bad faith, gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnification, (ii) Taxes other than Taxes that represent losses, claims or damages arising from any non-Tax claim are covered by Section 5.03 and (iii) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):

Indemnification by the Servicer. (a) The Servicer hereby agrees to indemnify and hold harmless the Borrower, the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted from the bad faith, gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnification, (ii) Servicer Indemnified Amounts to the extent resulting from a claim brought by the Borrower, any Originator, the Servicer, or the Performance Guarantor against a Servicer Indemnified Party for breach in bad faith of such Servicer Indemnified Party’s obligations hereunder or under any other Transaction Document, if such party has obtained a final and nonappealable judgment in its favor on such claim against the Servicer Indemnified Party as determined by a court of competent jurisdiction, (iii) Taxes that are either (i) indemnified by Section 5.03 or (ii) Taxes other than Taxes that represent losses, claims or damages arising from any non-Tax claim Servicer Indemnified Amount (provided that this clause (iii) shall not operate to exclude from Servicer Indemnified Amounts any Taxes described in clause (viii) below) and (iiiiv) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), ) through (ii) and (iiiiv) above):

Indemnification by the Servicer. (a) The Servicer hereby agrees to indemnify and hold harmless the Borrower, the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any lossand all claims, liabilityexpenses, expensedamages, damage or injury losses and liabilities suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (iw) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted solely from the gross negligence, bad faith, gross negligence faith or willful misconduct by the Servicer Indemnified Party seeking indemnification, (iix) Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such Servicer Indemnified Amounts resulted solely from a material breach of a Transaction Document by the Servicer Indemnified Party seeking indemnification, (y) Taxes other than Taxes that represent losses, claims or damages arising from any non-Tax claim are covered by Section 4.03 and (iiiz) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (iz), (iiy) and (iiiz) above):

Indemnification by the Servicer. (a) The Servicer hereby agrees to indemnify and hold harmless the BorrowerSeller, the Administrative Agent, the Credit Purchaser Parties, the Affected Persons other Secured Parties and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted from (A) the gross negligence, bad faith, gross negligence faith or willful misconduct by the Servicer Indemnified Party seeking indemnificationindemnification or (B) a breach in bad faith of such Servicer Indemnified Party’s obligations hereunder or any other Transaction Document, (ii) Taxes that are covered by Section 4.03 (other than any Taxes that represent losses, claims or damages claims, damages, etc. arising from any non-Tax claim claim) and (iii) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):

Indemnification by the Servicer. (a) The Servicer hereby agrees to indemnify and hold harmless the BorrowerSeller, the Administrative Agent, the Credit Purchaser Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction DocumentDocument or relating to the Subject Lien, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted solely from the bad faith, gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnificationindemnification or any material breach of the obligations of such Servicer Indemnified Party under the Transaction Documents, (ii) Taxes (other than any Taxes that represent losses, claims or damages claims, damages, etc. arising from any non-Tax claim claim) and (iii) Servicer Indemnified 104 Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):

Indemnification by the Servicer. (a) The Servicer hereby agrees to indemnify and hold harmless Without limiting any other rights that the Borrower, the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”)) may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify and hold harmless each Servicer Indemnified Party from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs (limited to one firm of counsel and a single firm of local counsel in each relevant jurisdiction, in each case acting for the foregoing collectively, plus in the case of an actual or perceived conflict of interest where the person affected by such conflict informs the Servicer of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person and, if necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected person)) and other reasonable and documented out-of-pocket costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent resulting primarily from the gross negligence or willful misconduct of, or material breach of this Agreement by, the Servicer Indemnified Party seeking indemnification, as determined by a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted from the bad faith, gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnificationjurisdiction, (ii) Taxes (other than (x) Taxes enumerated below and (y) any Taxes that represent losses, claims or damages claims, damages, etc. arising from any non-Tax claim or that are specifically described below), (iii) any Servicer Indemnified Amount as a result of any dispute solely among Servicer Indemnified Parties other than the Borrower and other than claims against the Administrative Agent or any other agent or arranger in its capacity or in fulfilling its role as Administrative Agent, agent or arranger or any similar role in respect of the credit facilities provided hereunder and other than claims to the extent arising out of any act or omission on the part of the Servicer or any other Deluxe Party and (iiiiv) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii), (iii) and (iiiiv) above):

Indemnification by the Servicer. (a) The Servicer hereby agrees to indemnify and hold harmless the Borrower, the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer (i) Servicer’s failure to duly and punctually perform its obligations pursuant to this Agreement or any other Transaction DocumentDocument to which it is a party, (ii) the breach by the Servicer of any of its representations, warranties or covenants hereunder, (iii) any violation of Applicable Law by the Servicer, (iv) any Adverse Claim asserted by any creditor of the Servicer against any of the Collateral, (v) any third party claim against a Servicer Indemnified Party for damages caused by the Servicer’s servicing, administration or collection of Pool Receivables, (vi) any governmental investigation or proceeding against a Servicer Indemnified Party based on the Servicer’s servicing, administration or collection of Pool Receivables, (vii) the commingling of Collections of Pool Receivables at any time with other funds, (viii) the failure of any Pool Receivable which the Servicer includes as an Eligible Receivable as part of the Net Receivables Pool Balance to be an Eligible Receivable at such time or (ix) the voluntary resignation of the Servicer hereunder, in each case, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted from the bad faithexcluding, gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnificationhowever, (ii) Taxes other than Taxes that represent losses, claims or damages arising from any non-Tax claim and (iiiA) Servicer Indemnified Amounts to the extent arising out of or resulting from the same includes losses in respect gross negligence or willful misconduct of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against or any and all of its Related Indemnified Parties or the breach by such Servicer Indemnified Amounts relating to Party or resulting from any of the following (but excluding Servicer its Related Indemnified Amounts described Parties of its obligations under any Transaction Document to which it is a party, in clauses (i)each case, (ii) as determined in a final non-appealable judgment by a court of competent jurisdiction and (iiiB) above):any Credit Risk Losses or losses arising under arrangements (synthetically or 84 otherwise) to the extent such arrangements have the effect of replicating, in whole or in part, exposure to Credit Risk Losses.

Indemnification by the Servicer. (a) The Servicer hereby agrees to indemnify and hold harmless the Borrower, the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); , excluding (i) any portion Servicer Indemnified Amounts to the extent a final, non-appealable judgment of a court of competent jurisdiction holds that such Servicer Indemnified Amounts resulted from the gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnification, (ii) Taxes that are covered by Section 5.03, (iii) Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of Servicer Indemnified Amounts result primarily from a claim brought by the Servicer against a Servicer Indemnified Party for a material breach by such Servicer Indemnified Amounts resulted from the bad faithParty of its obligations under any Transaction Document, gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnification, (ii) Taxes other than Taxes that represent losses, claims or damages arising from any non-Tax claim and (iiiiv) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, bankruptcy or lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):by

Indemnification by the Servicer. (a) The Servicer hereby agrees to indemnify and hold harmless the BorrowerSeller, the Administrative Agent, the Credit Purchaser Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted from the bad faith, gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnification, (ii) Taxes (other than any Taxes that represent losses, claims or damages claims, damages, etc. arising from any non-Tax claim and claim), (iii) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor, (iv) Servicer indemnified Amounts that arise from any settlement of any proceeding effected without the Servicer’s written consent (which consent shall not be unreasonably withheld, delayed or conditioned), but if settled with the Servicer’s written consent, or if there is a judgment against a Servicer Indemnified Party in any such proceeding, the Servicer agrees to indemnify and hold harmless each Servicer Indemnified Party in the manner set forth in this Section 12.02(a) (provided that the Servicer’s consent shall not be required to effect any settlement of any such proceeding if an Event of Default has occurred and is continuing at the time such settlement is to be effected; provided, further that, if at any time a Servicer Indemnified Party shall have requested in accordance with this Agreement that the Servicer reimburse such Servicer Indemnified Party for legal or other expenses in connection with investigating, responding to or defending any proceeding, the Servicer shall be liable for any settlement of any proceeding effected without the Servicer’s written consent if (x) such settlement is entered into more than 30 days after receipt by the Servicer of such request for reimbursement and (y) the Servicer shall not have reimbursed such Servicer Indemnified Party in accordance with such request prior to the date of such settlement) and (v) Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such Servicer Indemnified Amounts resulted from disputes arising solely among Servicer Indemnified Parties (other than the Administrative Agent or the Structuring Agent) and that do not involve any act or omission by the Servicer or any of its Affiliates. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):

Indemnification by the Servicer. (a) The Servicer hereby agrees to indemnify and hold harmless the BorrowerSeller, the Administrative Agent, the Credit Purchaser Parties, the Affected Persons other Secured Parties and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened (in writing) action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted solely from the bad faith, gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnification, (ii) Taxes that are covered by Section 4.03 (other than any Taxes that represent losses, claims or damages claims, damages, etc. arising from any non-Tax claim claim) and (iii) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on the Settlement Date following demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):

Indemnification by the Servicer. (a) The Servicer hereby agrees to indemnify and hold harmless the Borrower, the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted solely from the bad faith, gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnification, (ii) Taxes (other than any Taxes that represent losses, claims or damages claims, damages, etc. arising from any non-Tax claim and claim), (iii) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related ObligorObligor and (iv) Servicer Indemnified Amounts arising from a claim by one Servicer Indemnified Party against another Servicer Indemnified Party (other than actions against the Administrative Agent in its capacity as Administrative Agent or similar capacity and also excluding any action, claim or dispute involving any Servicer or any of its affiliates or resulting from any action or inaction by any Servicer or any of its affiliates). Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii), (iii) and (iiiiv) above):

Indemnification by the Servicer. (a) The Servicer hereby agrees to indemnify and hold harmless the Borrower, the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted from the bad faith, gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnification, (ii) Taxes that are covered by Section 5.03 (other than any Taxes that represent losses, claims or damages claims, damages, etc. arising from any non-Tax claim claim) and (iii) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on within 10 days of demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):

Indemnification by the Servicer. (a) The Servicer hereby agrees to indemnify and hold harmless the Borrower, the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or 90 any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted solely from the bad faith, gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnification, (ii) Taxes Servicer Indemnified Amounts that result from a claim brought by the Servicer against a Servicer Indemnified Party for breach of such Servicer Indemnified Party’s obligations under this Agreement or under any other than Transaction Document, if the Servicer has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction, (iii) Taxes that represent losses, claims or damages arising from any non-Tax claim are covered by Section 5.03 and (iiiiv) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, bankruptcy or lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):.

Indemnification by the Servicer. (a) The Servicer hereby agrees to indemnify and hold harmless the BorrowerSeller, the Administrative Agent, the Credit Purchaser Parties, the Affected Persons other Secured Parties and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs; provided that, so long as no Event of Termination or Unmatured Event of Termination is continuing, such Attorney Costs shall be limited to those of not more than one firm of counsel for all such Servicer Indemnified Parties, taken as a whole (but excluding the Seller), and, if necessary, a single local firm of counsel in each appropriate jurisdiction for all such Servicer Indemnified Parties (excluding the Seller), taken as a whole (and, in the case of an actual or perceived conflict of interest, of another firm of counsel for such affected Servicer Indemnified Party) and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted solely from the bad faith, gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnification, (ii) Taxes that are covered by Section 4.03 (other than any Taxes that represent losses, claims or damages claims, damages, etc. arising from any non-Tax claim and claim), (iii) Servicer Indemnified Amounts to the extent the same includes losses in respect arising from a material breach of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against Party’s obligations under any and all Servicer Indemnified Amounts relating to or resulting from any of the following Transaction Document (but excluding Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):as

Indemnification by the Servicer. (a) The Servicer hereby agrees to shall indemnify and hold harmless the Borrowereach of Cartus, CFC, the Administrative AgentTransferor, the Credit PartiesIssuer, the Affected Persons Indenture Trustee and their respective assignsits directors, officers, directorsemployees and agents (any such indemnified party, agents and employees (each, a an “Servicer Indemnified Party”), ) from and against any and all loss, liability, claim, expense, actions, suits, demands, damage or injury suffered or sustained by reason of (i) any actsrepresentation or warranty made by the Servicer under any of the Transaction Documents, omissions any Receivables Activity Report, or alleged any other information or report delivered by the Servicer with respect to the Servicer or the Transferred Assets having been untrue or incorrect in any material respect when made or deemed to have been made; or (ii) any acts or omissions arising out of activities of the Servicer pursuant to this Agreement (other than such as may arise from the negligence or any other Transaction Documentwillful misconduct of Cartus, CFC, the Transferor, the Issuer and the Indenture Trustee, respectively, and their respective directors, officers, employees and agents), including any judgment, award, settlement, Attorney Costs reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred claim, that in each case arises from or relates to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted from the bad faith, gross negligence or willful misconduct breach by the Servicer Indemnified Party seeking indemnificationof its representations, (ii) Taxes other than Taxes that represent losseswarranties, claims covenants or damages arising from any non-Tax claim and agreements hereunder; or (iii) any reduction in the Unpaid Balance of any Pool Receivable as a result of any cash discount or any adjustment by the Servicer, including any such adjustment that gives rise to a Servicer Indemnified Amounts Dilution Adjustment (but not including any write-off of any Receivable) or (iv) any failure of the Servicer to comply with any material applicable law, rule or regulation applicable to it and which relates to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account servicing or administration of the insolvencyTransferred Assets. Indemnification pursuant to this Section 7.04 shall not be payable from the Transferred Assets. The Servicer will be entitled (except as provided below), bankruptcyif it so elects and upon written notice to the applicable Indemnified Party, lack to take control of creditworthiness the defense and investigation of a claim for which indemnity has been sought and to employ and engage attorneys of its own choice, reasonably acceptable to such Indemnified Party, to handle and defend the same, at the Servicer’s expense. The Servicer shall not be entitled to assume the defense of claim as to which such Indemnified Party shall have reasonably concluded that there may be a conflict of interest between such Indemnified Party and the Servicer regarding the defense of such claim. Should the Servicer so elect to assume the defense of a claim, the Servicer will not be liable to such Indemnified Party for any legal or other financial inability expenses subsequently incurred by such Indemnified Party in connection with the defense thereof. Such Indemnified Party shall be entitled to pay of the related Obligoremploy its own counsel at its own expense. Without limiting or being limited by the foregoingNevertheless, the Servicer shall pay on demandfor such Indemnified Party’s own counsel (one firm or counsel retained to defend such claim in respect of all Indemnified Parties) if (1) the Servicer agrees to do the same, to each Servicer (2) such Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Servicer and such Indemnified Party regarding the defense of such action, or (3) the Servicer shall not in fact have employed counsel to assume the defense of the claim. The Servicer shall obtain the prior written consent of such Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of Exhibit 10.59 such claim, if the settlement (i) does not release such Indemnified Party and all amounts necessary officers, directors and employees thereof from all liabilities and obligations with respect to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i)claim, (ii) and imposes injunctive or other equitable relief against such Indemnified Party or any officer, director or employee thereof, (iii) above):admits any liability in connection therewith or (iv) is not payable in its entirety from funds of Persons other than such Indemnified Party or any officer, director or employee thereof. The Servicer shall not be liable to such Indemnified Party under this Agreement for any amounts paid in settlement of any claim unless the Servicer consents to such settlement. Each of the Servicer and such Indemnified Party will deliver to the other party, upon request, copies of all correspondence, pleadings, motions, briefs, appeals or other written statements relating to or submitted in connection with the defense of any claim, and timely notices of, and the right to participate in (as an observer), any hearing or other court proceeding relating to such claim. Such Indemnified Party will cooperate in all reasonable respects with the Servicer and such attorneys in the investigation, trial and defense of any claim and any related appeal, including by retaining and (upon the Servicer’s written request) providing to the Servicer records and information that are reasonably relevant to such claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder; provided that such Indemnified Party may, at its own cost, participate in the investigation, trial and defense of any claim and any related appeal. The Servicer’s obligations under this Section 7.04 shall survive the termination of this Agreement, the resignation or removal of the Indenture Trustee or the earlier removal or resignation of the Servicer.

Indemnification by the Servicer. (a) The Servicer hereby agrees to shall indemnify and hold harmless the Borrowereach of CMSC, CMF, the Administrative AgentTransferor, the Credit PartiesIssuer, the Affected Persons Indenture Trustee and their respective assignsits directors, officers, directors, employees and agents and employees (each, a “Servicer Indemnified Party”), from and against any and all loss, liability, claim, expense, actions, suits, demands, damage or injury suffered or sustained by reason of (i) any actsrepresentation or warranty made by the Servicer under any of the Transaction Documents, omissions any Receivables Activity Report or alleged any other information or report delivered by the Servicer with respect to the Servicer or the Transferred Assets having been untrue or incorrect in any material respect when made or deemed to have been made; or (ii) any acts or omissions arising out of activities of the Servicer pursuant to this Agreement (other than such as may arise from the negligence or any other Transaction Documentwillful misconduct of CMSC, CMF, the Transferor, the Issuer and the Indenture Trustee, respectively, and their respective directors, officers, employees and agents), including any judgment, award, settlement, Attorney Costs reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred claim, that in each case arises from or relates to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted from the bad faith, gross negligence or willful misconduct breach by the Servicer Indemnified Party seeking indemnificationof its representations, (ii) Taxes other than Taxes that represent losseswarranties, claims covenants or damages arising from any non-Tax claim and agreements hereunder; or (iii) any reduction in the Unpaid Balance of any Pool Receivable as a result of any cash discount or any adjustment by the Servicer, including any such adjustment that gives rise to a Servicer Indemnified Amounts Dilution Adjustment (but not including any write-off of any Receivable) or (iv) any failure of the Servicer to comply with any material applicable law, rule or regulation applicable to it and which relates to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account servicing or administration of the insolvencyTransferred Assets. Indemnification pursuant to this Section 7.04 shall not be payable from the Transferred Assets. The Servicer's obligations under this Section 7.04 shall survive the termination of this Agreement, bankruptcy, lack of creditworthiness the resignation or other financial inability to pay removal of the related Obligor. Without limiting Indenture Trustee or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to earlier removal or resulting from any resignation of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):Servicer.

Indemnification by the Servicer. (a) The Servicer hereby agrees to indemnify indemnify, defend and hold harmless the BorrowerBorrowers, the Administrative Agent (as such and in its individual capacity), the Custodian, the Paying Agent, the Credit PartiesBack-Up Servicer, the Affected Persons any Successor Servicer and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted from the bad faith, gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnification, (ii) Taxes other than Taxes that represent losses, claims or damages arising from any non-Tax claim and (iii) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party Lender from and against any and all claims, losses, penalties, fines, forfeitures, judgments (provided that any indemnification for damages is limited to actual damages, not consequential, special or punitive damages), reasonable documented and out-of-pocket legal fees and related costs and any other reasonable costs, fees and expenses that such Person may sustain (including reasonable out-of- pocket fees and expenses of counsel and court costs and in connection with any enforcement (including any action, suit or claim brought by an Indemnitee) of the Servicer’s indemnification obligations hereunder) as a result of the Servicer's fraud or the failure of the Servicer Indemnified Amounts relating to perform its obligations required of the Servicer hereunder in compliance in all material respects with the terms of this Agreement (giving effect to the Servicing Standard and Section 8.01) so long as this Agreement remains in effect, except to the extent arising from the negligence (in the case of any Successor Servicer) or resulting from gross negligence (in the case of the Back-Up Servicer, Custodian, Paying Agent, Agent and each Lender), willful misconduct or fraud by the Person claiming indemnification. Any Person seeking indemnification hereunder shall promptly notify the Servicer if such Person receives a complaint, claim, compulsory process or other notice of any loss, claim, damage or liability giving rise to a claim of indemnification hereunder but failure to provide such notice shall not relieve the Servicer of its indemnification obligations hereunder unless the Servicer is deprived of material substantive or procedural rights or defenses as a result thereof. Other than with respect to the enforcement of any indemnification obligations, the Servicer shall assume (with the consent of the indemnified party, such consent not to be unreasonably withheld) the defense and any settlement of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the indemnified party in respect of such claim. The terms of this Section 7.01 shall survive the termination or assignment of this Agreement and the resignation or removal of any of the following (but excluding parties hereto. Notwithstanding anything to the contrary in this Section 7.01, the provisions of this Section shall be applied without prejudice to, and the provisions shall not have the effect of diminishing, the rights of the Back-Up Servicer and any Wxxxx Fargo Indemnified Amounts described in clauses (i), (ii) and (iii) above):Parties under Section 9.5 of the Credit Agreement or any other provision of any Transaction Document providing for the indemnification of any such Persons.

Indemnification by the Servicer. (a) The Servicer hereby agrees to indemnify and hold harmless the BorrowerSeller, the Administrative Agent, the Credit Purchaser Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted from the bad faith, gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnification, (ii) Taxes that are covered by Section 5.03 (other than any Taxes that represent losses, claims or damages claims, damages, etc. arising from any non-Tax claim claim) and (iii) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):

Indemnification by the Servicer. (a) The Servicer hereby agrees to indemnify and hold harmless the Borrower, the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted from the bad faith, gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnification, (ii) Servicer Indemnified Amounts to the extent resulting from a claim brought by the Borrower, any Originator, the Servicer, or the Performance Guarantor against a Servicer Indemnified Party for breach in bad faith of such Servicer Indemnified Party’s obligations hereunder or under any other Transaction Document, if such party has obtained a final and nonappealable judgment in its favor on such claim against the Servicer Indemnified Party as determined by a court of competent jurisdiction, (iii) Taxes that are either (i) indemnified by Section 5.03 or (ii) Taxes other than Taxes that represent losses, claims or damages arising from any non-Tax claim Servicer Indemnified Anount (provided that this clause (iii) shall not operate to exclude from Servicer Indemnified Amounts any Taxes described in clause (viii) below) and (iiiiv) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), ) through (ii) and (iiiiv) above):

Indemnification by the Servicer. (a) The Servicer hereby agrees to indemnify and hold harmless the Borrower, the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer (i) Servicer’s failure to duly and punctually perform its obligations pursuant to this Agreement or any other Transaction DocumentDocument to which it is a party, (ii) the breach by the Servicer of any of its representations, warranties or covenants hereunder, (iii) any violation of Applicable Law by the Servicer, (iv) any Adverse Claim asserted by any creditor of the Servicer against any of the Collateral, (v) any third party claim against a Servicer Indemnified Party for damages caused by the Servicer’s servicing, administration or collection of Pool Receivables, (vi) any governmental investigation or proceeding against a Servicer Indemnified Party based on the Servicer’s servicing, administration or collection of Pool Receivables, (vii) the commingling of Collections of Pool Receivables at any time with other funds, (viii) the failure of any Pool Receivable which the Servicer includes as an Eligible Receivable as part of the Net Receivables Pool Balance to be an Eligible Receivable at such time or (ix) the voluntary resignation of the Servicer hereunder, in each case, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted from the bad faithexcluding, gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnificationhowever, (ii) Taxes other than Taxes that represent losses, claims or damages arising from any non-Tax claim and (iiiA) Servicer Indemnified Amounts to the extent arising out of or resulting from the same includes losses in respect gross negligence or willful misconduct of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against or any and all of its Related Indemnified Parties or the breach by such Servicer Indemnified Amounts relating to Party or resulting from any of the following (but excluding Servicer its Related Indemnified Amounts described Parties of its obligations under any Transaction Document to which it is a party, in clauses (i)each case, (ii) as determined in a final non-appealable judgment by a court of competent jurisdiction and (iiiB) above):any Credit Risk Losses or losses arising under arrangements (synthetically or 84

Indemnification by the Servicer. (a) The Servicer hereby agrees to indemnify and hold harmless the Borrower, the Administrative AgentAdministrator, the Credit Parties, the Affected Persons and their respective assignsAffiliates, employees, officers, directors, agents agents, counsel, successors, transferees and employees assigns (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted solely from the bad faith, gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnification, (ii) Taxes (other than Taxes that represent losses, claims or damages arising from any non-Tax claim claim) and (iii) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):

Indemnification by the Servicer. (a) The Without limiting any other rights which the Funding Agents, the Administrative Agent or the Purchasers may have hereunder or under applicable law, the Servicer hereby agrees to indemnify each Indemnified Party for all Indemnified Amounts awarded against or incurred by any of them in any action or proceeding between the Servicer (in its capacity as Servicer) and hold harmless any of the Borrower, Indemnified Parties or between any of the Administrative Agent, the Credit Parties, the Affected Persons Indemnified Parties and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage third party or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions otherwise arising out of activities or as a result of this Agreement, the other Transaction Documents, the ownership or maintenance, either directly or indirectly, of the Notes or any of the other transactions contemplated hereby or thereby, in each case to the extent arising out of or as a result of any breach, default or misrepresentation of the Servicer pursuant to under this Agreement or any of the other Transaction DocumentDocuments, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted result from the bad faith, gross negligence or willful misconduct on the part of a Purchaser seeking indemnification or any material breach by a Purchaser of its obligations hereunder or under the Servicer Indemnified Party seeking indemnificationTransaction Documents, or (ii) Taxes other than Taxes that represent losses, claims or damages arising from any non-Tax claim and (iii) Servicer Indemnified Amounts to the extent the same includes include losses in respect of Pool Receivables Loans that are uncollectible solely on account of the insolvency, bankruptcy, bankruptcy or lack of creditworthiness or other financial inability to pay of the related Loan Obligor. Without limiting or being limited by the generality of the foregoing, the Servicer shall pay on demand, to indemnify each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer for Indemnified Amounts relating to arising out of or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):from:

Indemnification by the Servicer. (a) The Servicer hereby agrees to indemnify and hold harmless the BorrowerSellers, the Administrative Agent, the Credit Purchaser Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted solely from the bad faith, gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnificationindemnification or any material breach of the obligations of such Servicer Indemnified Party under the Transaction Documents, (ii) Taxes (other than any Taxes that represent losses, claims or damages claims, damages, etc. arising from any non-Tax claim claim) and (iii) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):): 104

Indemnification by the Servicer. (a) The Servicer hereby agrees to indemnify and hold harmless the Borrower, the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted solely from the bad faith, gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnification, (ii) Taxes Servicer Indemnified Amounts that result from a claim brought by the Servicer against a Servicer Indemnified Party for breach of such Servicer Indemnified Party’s obligations under this Agreement or under any other than Transaction Document, if the Servicer has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction, (iii) Taxes that represent losses, claims or damages arising from any non-Tax claim are covered by Section 5.03 and (iiiiv) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, bankruptcy or lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):.

Indemnification by the Servicer. (a) The Servicer hereby agrees to indemnify and hold harmless the BorrowerSeller, the Administrative Agent, the Credit Purchaser Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction DocumentDocument or relating to the Subject Lien, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted solely from the bad faith, gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnificationindemnification or any material breach of the obligations of such Servicer Indemnified Party under the Transaction Documents, (ii) Taxes (other than any Taxes that represent losses, claims or damages claims, damages, etc. arising from any non-Tax claim claim) and (iii) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):

Indemnification by the Servicer. (a) The Servicer hereby agrees to indemnify and hold harmless the Borrower, the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted from the bad faith, gross negligence or willful misconduct by the such Servicer Indemnified Party seeking indemnification, (ii) Taxes other than Taxes that represent losses, claims or damages arising Servicer Indemnified Amounts resulting from any non-Tax claim litigation not involving an act or omission of any Oncor Party brought by a Servicer Indemnified Party against another Servicer Indemnified Party (unless such litigation relates to claims against the Administrative Agent, acting in such capacity) and (iii) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):

Indemnification by the Servicer. (a) The Servicer hereby agrees to indemnify and hold harmless the Borrower, the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); , excluding (i) any portion Servicer Indemnified Amounts to the extent a final, non-appealable judgment of a court of competent jurisdiction holds that such Servicer Indemnified Amounts resulted from the gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnification, (ii) Taxes that are covered by Section 5.03, (iii) Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of Servicer Indemnified Amounts result primarily from a claim brought by the Servicer against a Servicer Indemnified Party for a material breach by such Servicer Indemnified Amounts resulted from the bad faithParty of its obligations under any Transaction Document, gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnification, (ii) Taxes other than Taxes that represent losses, claims or damages arising from any non-Tax claim and (iiiiv) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, bankruptcy or lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii), (iii) and (iiiiv) above):

Indemnification by the Servicer. (a) The Servicer hereby agrees to indemnify and hold harmless the Borrower, the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted from the bad faith, gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnification, (ii) Taxes other than Taxes that represent losses, claims or damages arising from any non-Tax claim are covered by Section 5.03 and (iii) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):

Indemnification by the Servicer. (a) The Without limiting any other rights which any Indemnified Party may have hereunder or under applicable law, the Servicer hereby agrees to indemnify and hold harmless the BorrowerTrustee, the Administrative Agent, and the Credit Partiesother Indemnified Parties from and against any and all Indemnified Losses awarded against or incurred by any of them that arise out of or relate to the Servicer's performance of, or failure to perform, any of its obligations under or in connection with any Transaction Document while it was acting as Servicer hereunder; PROVIDED, HOWEVER, that no Successor Servicer (if other than a Stone Person) shall have any liability hereunder for any such Indemnified Loss except to the extent such loss was caused by such Successor Servicer's own negligence or wilful misconduct in the performance of, or failure to perform, its obligations under the Transaction Documents. Any Indemnified Losses shall be paid by the Servicer to the applicable Indemnified Party within 5 Business Days following such Indemnified Party's written demand therefor, setting forth, in reasonable detail, the Affected Persons calculation of such amount and their respective assignsthe basis of such demand. Notwithstanding the foregoing (and, with respect to CLAUSE (b) below, without prejudice to the rights that such Indemnified Party may have pursuant to the other provisions of this Indenture or the provisions of any of the other Transaction Documents), in no event shall any Indemnified Party be indemnified against any Indemnified Losses (a) resulting from gross negligence or wilful misconduct on the part of such Indemnified Party (or the gross negligence or wilful misconduct on the part of any of such Indemnified Party's officers, directors, agents and employees (each, a “Servicer Indemnified Party”or agents), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (ib) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted from the bad faith, gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnification, (ii) Taxes other than Taxes that represent losses, claims or damages arising from any non-Tax claim and (iii) Servicer Indemnified Amounts to the extent the same includes losses Indemnified Losses in respect of Pool Receivables and reimbursement therefore that are uncollectible solely on account would constitute credit recourse to the Servicer for the amount of the insolvency, bankruptcy, lack of creditworthiness any Receivable or other financial inability to pay of Related Transferred Asset not paid by the related Obligor. Without limiting , (c) to the extent such Indemnified Losses represent or being limited by result from lost profits, (d) to the foregoingextent such Indemnified Losses are or result from taxes (including interest and penalties thereon) asserted with respect to (i) payments of principal of, interest on, or other amounts owed with respect to, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i)Notes, (ii) franchise or withholding taxes imposed on or payable by any Indemnified Party or (iii) Federal, state, local or other income taxes on or measured by the gross or net income or receipts of such Indemnified Party and costs and expenses in defending against the same, or (e) to the extent that such Indemnified Losses constitute consequential, special or punitive damages. The agreements of the Servicer contained in this SECTION 8.04 shall survive (i) the replacement or termination of any Person acting as Servicer hereunder with respect to any Indemnified Losses arising in connection with such Person's acting as Servicer, (ii) the satisfaction and discharge of this Indenture and (iii) above):the resignation or removal of the Trustee or the Administrative Agent, as the case may be.

Indemnification by the Servicer. (a) The Servicer hereby agrees to shall indemnify and hold harmless the Borrowereach of CMSC, CMF, the Administrative AgentTransferor, the Credit PartiesIssuer, the Affected Persons Indenture Trustee and their respective assignsits directors, officers, directors, employees and agents and employees (each, a “Servicer Indemnified Party”), from and against any and all loss, liability, claim, expense, actions, suits, demands, damage or injury suffered or sustained by reason of (i) any actsrepresentation or warranty made by the Servicer under any of the Transaction Documents, omissions any Receivables Activity Report or alleged any other information or report delivered by the Servicer with respect to the Servicer or the Transferred Assets having been untrue or incorrect in any material respect when made or deemed to have been made; or (ii) any acts or omissions arising out of activities of the Servicer pursuant to this Agreement (other than such as may arise from the negligence or any other Transaction Documentwillful misconduct of CMSC, CMF, the Transferor, the Issuer and the Indenture Trustee, respectively, and their respective directors, officers, employees and agents), including any judgment, award, settlement, Attorney Costs reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred claim, that in each case arises from or relates to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted from the bad faith, gross negligence or willful misconduct breach by the Servicer Indemnified Party seeking indemnificationof its representations, (ii) Taxes other than Taxes that represent losseswarranties, claims covenants or damages arising from any non-Tax claim and agreements hereunder; or (iii) any reduction in the Unpaid Balance of any Pool Receivable as a result of any cash discount or any adjustment by the Servicer, including any such adjustment that gives rise to a Servicer Indemnified Amounts Dilution Adjustment (but not including any write-off of any Receivable) or (iv) any failure of the Servicer to comply with any material applicable law, rule or regulation applicable to it and which relates to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account servicing or administration of the insolvencyTransferred Assets. Indemnification pursuant to this Section 7.04 shall not be payable from the Transferred Assets. The Servicer’s obligations under this Section 7.04 shall survive the termination of this Agreement, bankruptcy, lack of creditworthiness the resignation or other financial inability to pay removal of the related Obligor. Without limiting Indenture Trustee or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to earlier removal or resulting from any resignation of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):Servicer.

Indemnification by the Servicer. (a) The Servicer hereby agrees to indemnify and hold harmless the Borrower, the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted solely from the bad faith, gross negligence or willful misconduct by the such Servicer Indemnified Party seeking indemnification, indemnification and (ii) Taxes other than Taxes that represent losses, claims or damages arising from any non-Tax claim and (iii) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), ) and (ii) and (iii) above):

Indemnification by the Servicer. (a) i.The Servicer hereby agrees to indemnify and hold harmless the Borrower, the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any lossand all claims, liabilityexpenses, expensedamages, damage or injury losses and liabilities suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (iw) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted solely from the gross negligence, bad faith, gross negligence faith or willful misconduct by the Servicer Indemnified Party seeking indemnification, (iix) Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds Error! Unknown document property name. that such Servicer Indemnified Amounts resulted solely from a material breach of a Transaction Document by the Servicer Indemnified Party seeking indemnification, (y) Taxes other than Taxes that represent losses, claims or damages arising from any non-Tax claim are covered by Section 4.03 and (iiiz) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (iz), (iiy) and (iiiz) above):

Indemnification by the Servicer. (a) The Servicer hereby agrees to indemnify and hold harmless the Borrower, the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, reasonable and documented Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted solely from the bad faith, gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnification, (ii) Taxes that are covered by Section 5.03 (other than any Taxes that represent losses, claims or damages claims, damages, etc. arising from any non-Tax claim claim) and (iii) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):

Indemnification by the Servicer. (a) The Servicer hereby agrees to shall indemnify and hold harmless the Borrowereach of CMSC, CMGFSC, the Administrative AgentIssuer, the Credit Parties, Trustee and the Affected Persons Issuer’s assignees and their respective assignsdirectors, officers, directors, employees and agents and employees (each, a “Servicer Indemnified Party”), from and against any and all loss, liability, claim, expense, actions, suits, demands, damage or injury suffered or sustained by reason of (i) any actsrepresentation or warranty made by the Servicer under any of the Transaction Documents, omissions any Monthly Originator Report or alleged any other information or report delivered by the Servicer with respect to the Servicer or the Pledged Assets having been untrue or incorrect in any material respect when made or deemed to have been made; or (ii) any acts or omissions arising out of activities of the Servicer pursuant to this Agreement (other than such as may arise from the negligence or any other Transaction Documentwillful misconduct of CMSC, CMGFSC, the Issuer and the Trustee, respectively, and their respective directors, officers, employees and agents), including any judgment, award, settlement, Attorney Costs reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred claim, that in each case arises from or relates to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted from the bad faith, gross negligence or willful misconduct breach by the Servicer Indemnified Party seeking indemnificationof its representations, (ii) Taxes other than Taxes that represent losseswarranties, claims covenants or damages arising from any non-Tax claim and agreements hereunder; or (iii) any reduction in the Unpaid Balance of any Pool Receivable or Fee Receivable as a result of any cash discount or any adjustment by the Servicer, (but not including any write-off of any Receivable) or (iv) any failure of the Servicer Indemnified Amounts to comply with any material applicable law, rule or regulation applicable to it and which relates to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account servicing or administration of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related ObligorPledged Assets. Without limiting or being limited by the foregoingIn addition, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and the Trustee against any and all loss, liability or expense (including the fees of either in-house counsel or outside counsel, but not both) incurred by it in connection with the performance of its duties hereunder and under any other Transaction Document. The Trustee shall notify the Issuer and the Servicer Indemnified Amounts relating promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Servicer shall not relieve the Servicer of its obligations hereunder unless such loss, liability or resulting expense could have been avoided with such prompt notification and then only to the extent of such loss, expenses or liability which could have been so avoided. The Servicer need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct, negligence or bad faith. Indemnification pursuant to this Section 7.04 shall not be payable from any the Pledged Assets. The Servicer’s obligations under this Section 7.04 shall survive the termination of this Agreement, the resignation or removal of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):Trustee or the earlier removal or resignation of the Servicer.

Indemnification by the Servicer. (a) The Servicer hereby agrees to indemnify and hold harmless the BorrowerSeller, the Administrative Agent, the Credit Purchaser Parties, the Affected Persons other Secured Parties and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained to the extent by reason of any acts, omissions or alleged acts or 127256974\V-8 omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion of however, in all cases, Servicer Indemnified Amounts to the extent a final final, non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted from the gross negligence, bad faith, gross negligence fraud or willful misconduct by the Servicer Indemnified Party seeking indemnificationindemnification or a material breach of the obligations of such Servicer Indemnified Party under any Transaction Document, (ii) not arising from an act or omission (or alleged acts or omissions) of any Seller-Related Party and have been brought by the applicable Servicer Indemnified Party against any other Servicer Indemnified Party, (iii) Taxes that are covered by Section 4.03 (other than any Taxes that represent losses, claims or damages claims, damages, etc. arising from any non-Tax claim claim) and (iiiiv) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay (or pay when due) of or by the related Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding excluding, in all cases, Servicer Indemnified Amounts described in clauses (i), (ii), (iii) and (iiiiv) above):

Indemnification by the Servicer. (ab) The Servicer hereby agrees to indemnify and hold harmless the Borrower, the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted from the bad faith, gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnification, (ii) Taxes (other than (x) Taxes included in clauses (vi) and (vii) below and (y) any Taxes that represent losses, claims or damages claims, damages, etc. arising from any non-Tax claim claim) and (iii) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):): 102 76673676321689858

Indemnification by the Servicer. (a) The Without limiting any other rights that any Indemnified Party may have hereunder or under applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party and hold harmless the Borrower, the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage and all Indemnified Amounts that arise out of or injury suffered relate to (whether directly or sustained by reason indirectly): (a) the failure of any actsinformation contained in any Monthly Receivables Report to be true and correct at the time delivered, omissions or alleged acts the failure of any other information provided to such Indemnified Party by, or omissions arising out of activities of on behalf of, the Servicer pursuant to be true and correct at the time delivered, (b) the failure of any representation, warranty or statement made or deemed made by the Servicer (or any of its officers) under or in connection with this Agreement or any other Transaction DocumentDocument to which it is a party to have been true and correct as of the date made or deemed made in all respects when made, including (c) the failure by the Servicer to comply with any judgmentapplicable Law with respect to any Pool Receivable or the related Contract, award(d) any dispute, settlementclaim, Attorney Costs and other costs offset or expenses incurred defense of the Obligor to the payment of any Pool Receivable in, or purporting to be in, the Receivables Pool resulting from or related to the collection activities of the Servicer or any of its Affiliates or Subsidiaries, or any of their respective agents, with respect to such Pool Receivable, (e) the Servicer’s failure to perform, any of its duties or obligations under or in connection with (whether directly or indirectly) the defense provisions hereof or any other Transaction Document to which it is a party, (f) the commingling of Collections of Pool Receivables at any time with other funds of the Borrower or any Elanco Entity, (g) (A) the failure of any actual Originator Collection Account to be subject to an Originator Account Control Agreement, (B) any failure of a Collection Account Bank to comply with the terms of any Originator Account Control Agreement, (C) the termination by a Collection Account Bank of any Originator Account Control Agreement or threatened action(D) any amounts (including in respect of an indemnity) payable by the Administrative Agent to a Collection Account Bank under any Originator Account Control Agreement, proceeding (h) any amounts payable by the Administrative Agent to a Collection Account Bank under any Blocked Account Agreement in respect of an indemnification for which the Servicer is also liable under such Blocked Account Agreement, or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion breach of Servicer the representations of Sections 1(dd) of Exhibit III or the covenants of Section 1(x) of Exhibit IV and any liability of the Borrower under Section 1.9; excluding, however, (a) Indemnified Amounts to the extent a final non-appealable judgment of finally determined by a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts to have resulted from the bad faithfraud, gross negligence or willful misconduct by on the Servicer part of such Indemnified Party seeking indemnificationParty, (iib) Taxes other than Taxes that represent losses, claims or damages arising from any non-Tax claim and (iii) Servicer Indemnified Amounts recourse with respect to the extent the same includes losses in respect of a Pool Receivables that are uncollectible solely on account Receivable by reason of the bankruptcy or insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay pay, of the related Obligor, (c) Indemnified Amounts in respect of Taxes (other than Taxes specifically enumerated above or any Taxes that represent losses, claims, damages, etc. Without limiting arising from any non-Tax claim); provided, however, that nothing contained in this sentence shall limit the liability of the Borrower or being limited the Servicer or limit the recourse of any Indemnified Party to the Borrower or the Servicer for any amounts otherwise specifically provided to be paid by the foregoingBorrower or the Servicer hereunder. Any Indemnified Amounts shall be paid by the Servicer to the applicable Indemnified Party or the Borrower within ten (10) Business Days following such Person’s written demand therefor, setting forth, in reasonable detail, the calculation of such amount and the basis of such demand. The agreements of the Servicer contained in this Section 3.2 shall pay on demand, survive the replacement or termination of any Person acting as Servicer hereunder with respect to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described arising in clauses (i), (ii) and (iii) above):connection with such Person’s acting as Servicer.

Indemnification by the Servicer. (a) The Servicer hereby agrees to indemnify and hold harmless the Borrower, the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted from the bad faith, gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnification, (ii) Taxes other than Taxes that represent losses, claims or damages arising from any are both (A) covered by Section 5.03 and (B) not attributable to a non-Tax claim Servicer Indemnified Amount and (iii) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, bankruptcy or lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):

Indemnification by the Servicer. (a) The Servicer hereby agrees to indemnify and hold harmless the BorrowerSeller, the Administrative Agent, the Credit Purchaser Parties, the Affected Persons other Secured Parties and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted from the gross negligence, bad faith, gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnification, (ii) Taxes that are covered by Section 4.03 (other than any Taxes that represent losses, claims or damages claims, damages, etc. arising from any non-Tax claim claim) and (iii) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):

Indemnification by the Servicer. (a) The Servicer hereby agrees to indemnify shall indemnify, defend and hold harmless the BorrowerSubservicer, the Administrative Agent, the Credit Parties, the Affected Persons its Affiliates and each of their respective assigns, officers, directors, members, managers, employees, agents and employees representatives (eachthe “Indemnified Parties”) harmless from any and all claims, a “Servicer Indemnified Party”)losses, from damages, liabilities, penalties, fines, forfeitures, reasonable legal fees and related reasonable costs, judgments, and any other reasonable costs, fees and expenses incurred by or asserted against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions such Indemnified Parties arising out of activities or based upon (i) any breach or alleged breach of any representation, warranty or covenant made by the Servicer in this Agreement, (ii) any act or omission by the Servicer prior to the related Transfer Date with respect to the Assets, (iii) the Subservicer’s compliance with a directive or instructions of the Servicer, (iv) any Environmental Liability, and (v) any failure of the Servicer pursuant or applicable Mortgage Loan Holder to provide the Subservicer with any documents or information required to be delivered to the Subservicer to service the Mortgage Loans. Subservicer has an affirmative obligation to notify Servicer of any alleged failures by a Mortgage Loan Holder within a reasonable time from discovery; failure to do so will waive this warranty. The Subservicer shall immediately notify the Servicer if a claim is made by a third party with respect to this Agreement or any other Transaction Documentthe Assets, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection assume (with the prior written consent of the Servicer) the defense of any actual such claim and pay all expenses in connection therewith, including counsel fees and expenses, promptly pay, discharge and satisfy any judgment or threatened action, proceeding decree which may be entered against it or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted from the bad faith, gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnification, (ii) Taxes other than Taxes that represent losses, claims or damages arising from any non-Tax claim and (iii) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account such claim with the prior written consent of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay Servicer and follow any written instructions received from the Servicer in connection with such claim. The Servicer shall have final approval of the related Obligorcounsel to be hired by Subservicer to defend any such claim and shall have the option to actively participate in the management of the defense of such claim. Without limiting or being limited The Servicer promptly shall reimburse the Subservicer for all reasonable amounts advanced by it pursuant to the foregoingpreceding sentence. In the alternative, at the option of Servicer, Servicer may hire its own separate counsel to defend the claim directly. In such circumstance, the Subservicer may hire its own counsel to represent it separate and apart from Servicer at Subservicer’s own cost. The Servicer’s obligations under this Section 6.03 shall pay on demand, to each Servicer Indemnified Party any survive the Transfer Date and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any the termination of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):this Agreement.

Indemnification by the Servicer. (a) The Servicer hereby agrees to --------------------------------- shall indemnify and hold harmless each of the BorrowerSeller, the Administrative AgentTransferor, the Credit PartiesIssuer, the Affected Persons Indenture Trustee and their respective assignsits directors, officers, directors, employees and agents and employees (each, a “Servicer Indemnified Party”), from and against any and all loss, liability, claim, expense, actions, suits, demands, damage or injury suffered or sustained by reason of (i) any actsrepresentation or warranty made by the Servicer under any of the Transaction Documents, omissions any Monthly Receivables Activity Report, Daily Receivables Activity Report, or alleged any other information or report delivered by the Servicer with respect to the Servicer or the Purchased Assets having been untrue or incorrect in any material respect when made or deemed to have been made, (ii) any acts or omissions arising out of activities of the Servicer pursuant to this Agreement (other than such as may arise from the negligence or any other Transaction Documentwillful misconduct of the indemnified party or its directors, officers, employees and agents), including any judgment, award, settlement, Attorney Costs reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim claim, that in each case arises from or relates to a breach by the Servicer of its representations, warranties, covenants or agreements hereunder or (all iii) any failure of the foregoing being collectively referred Servicer to ascomply with any material applicable law, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts rule or regulation applicable to it and which relates to the extent a final nonservicing or administration of the Purchased Assets. The Servicer shall further indemnify the Indenture Trustee, the Paying Agent, the Authentication Agent and the Transfer Agent and Registrar against all losses, liabilities, claims, expenses, actions, suits, demands, or other reasonable out-appealable judgment of-pocket losses incurred by any of a court of competent jurisdiction holds that them in connection with performing their respective obligations under the Transaction Documents, (other than such portion of such Servicer Indemnified Amounts resulted as may arise from the bad faith, gross negligence or willful misconduct by of such Person or its directors, officers, employees and agents). Indemnification pursuant to this Section 6.04 shall not be payable from the Servicer Indemnified Party seeking indemnificationPurchased Assets. ------------- The Servicer's obligations under this Section 6.04 shall survive the termination ------------ of this Agreement, (ii) Taxes other than Taxes that represent losses, claims the resignation or damages arising from any non-Tax claim and (iii) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account removal of the insolvency, bankruptcy, lack of creditworthiness Indenture Trustee and the resignation or other financial inability to pay removal of the related Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):Servicer.

Indemnification by the Servicer. (a) The Servicer hereby agrees to indemnify and hold harmless the Borrower, the Administrative AgentAdministrator, the Credit Parties, the Affected Persons and their respective assignsAffiliates, employees, officers, directors, agents agents, counsel, successors, transferees and employees assigns (each, a “Servicer 749336112 22708133 Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted solely from the bad faith, gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnification, (ii) Taxes (other than Taxes that represent losses, claims or damages arising from any non-Tax claim claim) and (iii) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):

Indemnification by the Servicer. (a) The Servicer hereby agrees to indemnify and hold harmless the BorrowerSellers, the Administrative Agent, the Credit Purchaser Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted solely from the bad faith, gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnificationindemnification or any material breach of the obligations of such Servicer Indemnified Party under the Transaction Documents, (ii) Taxes (other than any Taxes that represent losses, claims or damages claims, damages, etc. arising from any non-Tax claim claim) and (iii) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):

Indemnification by the Servicer. (a) The Servicer hereby agrees to indemnify and hold harmless the Borrower, the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted solely from the bad faith, gross negligence or willful misconduct by the such 108 Servicer Indemnified Party seeking indemnification, indemnification and (ii) Taxes other than Taxes that represent losses, claims or damages arising from any non-Tax claim and (iii) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), ) and (ii) and (iii) above):

Indemnification by the Servicer. (a) The Servicer hereby agrees to indemnify and hold harmless Without limiting any other rights that the Borrower, the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”)) may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify and hold harmless each Servicer Indemnified Party from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other reasonable and documented out-of-pocket costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted resulting solely from the bad faith, gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnification, as determined by a final non-appealable judgment of a court of competent jurisdiction, (ii) Taxes (other than any Taxes that represent losses, claims or damages claims, damages, etc. arising from any non-Tax claim and or that are specifically described below), (iii) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor, (iv) Servicer Indemnified Amounts resulting solely from the material breach of the Transaction Documents by the Servicer Indemnified Party seeking indemnification, as determined by a final non-appealable judgment of a court of competent jurisdiction and (v) Servicer Indemnified Amounts that arise out of any claim, litigation, investigation or proceeding brought by such Servicer Indemnified Party against another Servicer Indemnified Party (other than any claim, litigation, investigation or proceeding brought by or against the Administrative Agent, acting in its capacity as the Administrative Agent) that does not involve any act or omission of any Agiliti Party or any of its Subsidiaries. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii), (iii), (iv) and (iiiv) above):

Indemnification by the Servicer. (a) The a)The Servicer hereby agrees to indemnify and hold harmless the Borrower, the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, ​ 118 ​ ​ Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted solely from the bad faith, gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnificationindemnification or any of its Controlled Related Parties, (ii) Taxes other than Taxes that represent losses, claims or damages arising from any non-Tax claim are covered by Section 5.03 and (iii) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness bankruptcy or other financial inability credit related reasons with respect to pay of the related relevant Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):

Indemnification by the Servicer. (a) The Servicer hereby agrees to indemnify and hold harmless the BorrowerSeller, the Administrative Agent, the Credit Purchaser Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted solely from the bad faith, gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnification, (ii) Taxes that are covered by Section 5.03 (other than any Taxes that represent losses, claims or damages claims, damages, etc. arising from any non-Tax claim claim) and (iii) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of lackof creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):

Indemnification by the Servicer. (a) The Servicer hereby agrees to indemnify and hold harmless the BorrowerSeller, the Administrative Agent, the Credit Purchaser Parties, the Affected Persons other Secured Parties and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted from (A) the gross negligence, bad faith, gross negligence faith or willful misconduct by the Servicer Indemnified Party seeking indemnificationindemnification or (B) a material breach by such Servicer Indemnified Party of its obligations hereunder or under the other Transaction Documents, (ii) Taxes that are covered by Section 4.03 (other than any Taxes that represent losses, claims or damages claims, damages, etc. arising from any non-Tax claim claim) and (iii) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):

Indemnification by the Servicer. (a) The Servicer hereby agrees to indemnify and hold harmless the BorrowerSeller, the Administrative Agent, the Credit Purchaser Parties, the Affected Persons other Secured Parties and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted from the bad faith, gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnification, (ii) Taxes Servicer Indemnified Amounts to the extent resulting from any dispute solely among Servicer Indemnified Parties (other than the Seller), other than any claims against a Servicer Indemnified Party in its capacity or in fulfilling its role as Administrative Agent or any similar role under this Agreement and other than any claims arising out of any act or omission of any Seller-Related Party (other than the Seller) or any of its Affiliates, (iii) Taxes that are covered by Section 4.03 (other than any Taxes that represent losses, claims or damages claims, damages, etc. arising from any non-Tax claim claim) and (iiiiv) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii), (iii) and (iiiiv) above):

Indemnification by the Servicer. (a) The Servicer hereby agrees to indemnify and hold harmless the BorrowerSeller, the Administrative Agent, the Credit Purchaser Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted solely from the bad faith, gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnification, (ii) Taxes (other than any Taxes that represent losses, claims or damages claims, damages, etc. arising from any non-Tax claim claim) and (iii) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):

Indemnification by the Servicer. (a) The Servicer hereby agrees to indemnify and hold harmless the Borrower, the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted solely from the bad faith, gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnification, (ii) Taxes other than Taxes that represent losses, claims or damages arising from any are both (A) covered by Section 5.03 and (B) not attributable to a non-Tax claim Servicer Indemnified Amount and (iii) Servicer Indemnified Amounts to the extent the same includes losses any loss, liability, expense, damage or injury suffered or sustained in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):