Common use of INDEMNIFICATION; EXPENSES; RELATED MATTERS Clause in Contracts

INDEMNIFICATION; EXPENSES; RELATED MATTERS. Section 9.1 Indemnities by the SPV, the Receivables Seller and each Originator. Without limiting any other rights which the Indemnified Parties may have hereunder or under applicable Law, the SPV, the Receivables Seller and each Originator hereby agrees to indemnify the Investors, the Agent, each Class Agent, any Collateral Agent, the Program Support Providers and their respective officers, directors, employees, counsel and other agents (collectively, “Indemnified Parties”) from and against any and all damages, losses, claims, liabilities, costs and expenses, including reasonable attorneys’ fees (which such attorneys may be employees of the Program Support Providers, the Agent, any Collateral Agent or the Class Agents, as applicable) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them (x) in the case of the SPV, in any action or proceeding between, the SPV, the Servicer, the Receivables Seller or any Originator or any of their respective Affiliates and any of the Indemnified Parties or between any of the Indemnified Parties and any third party or otherwise arising out of or as a result of this Agreement, the other Transaction Documents, the ownership or maintenance, either directly or indirectly, by the Agent or any Investor of the Asset Interest or any of the other transactions contemplated hereby or thereby and (y) in the case of any Originator and/or the Receivables Seller, in any action or proceeding between such Person or any of its Affiliates and any of the Indemnified Parties or between any of the Indemnified Parties and any third party or otherwise arising out of or as a result of the Transaction Documents, the ownership or maintenance, either directly or indirectly, by the Agent or any Investor of the Asset Interest or any of the other transactions contemplated hereby or thereby, excluding, in each case, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, as finally determined by a court of competent jurisdiction, or (ii) Indemnified Amounts to the extent including losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor. Without limiting the generality of the foregoing (including clauses (i) and (ii)), the SPV, the Receivables Seller and each Originator shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from: (a) any representation or warranty made by it or any of its officers (or in the case of the SPV, by it, the Servicer or any Originator or any officers of the SPV, the Servicer or any Originator) under or in connection with this Agreement, the First Tier Agreement or the Second Tier Agreement, any of the other Transaction Documents, any Servicer Report or any other information or report delivered by the SPV or the Servicer pursuant hereto, or pursuant to any of the other Transaction Documents which shall have been incomplete, false or incorrect in any respect when made or deemed made; (b) the failure by it (or in the case of the SPV, it, the Servicer, the Receivables Seller or any Originator) to comply with any applicable Law with respect to any Receivable or the related Contract, or the nonconformity of any Receivable or the related Contract with any such applicable Law; (c) the failure (i) to vest and maintain vested in the Agent, on behalf of the Investors, a first priority, perfected ownership interest in the Asset Interest free and clear of any Adverse Claim or (ii) to create or maintain a valid and perfected first priority security interest in favor of the Agent, for the benefit of the Investors, in the Affected Assets, free and clear of any Adverse Claim; (d) the failure to file, or any delay in filing, financing statements, continuation statements, or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any of the Affected Assets; (e) any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Receivable (including a defense based on such Receivable or the related Contract not being the legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services, or from any breach or alleged breach of any provision of the Receivables or the related Contracts restricting assignment of any Receivables; (f) in the case of the SPV only, any failure of the Servicer to perform its duties or obligations in accordance with the provisions hereof; (g) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with merchandise or services which are the subject of any Receivable; (h) the transfer of an interest in any Receivable other than an Eligible Receivable; (i) the failure by it (or in the case of the SPV, it, the Servicer, the Receivables Seller or any Originator) to comply with any term, provision or covenant contained in this Agreement or any of the other Transaction Documents to which it is a party or to perform any of its respective duties or obligations under the Receivables or related Contracts; (j) the Aggregate Net Investment exceeding the Net Pool Balance, minus the Required Reserves at any time; (k) the failure of it (or in the case of the SPV, it, the Receivables Seller or any Originator) to pay when due any sales, excise or personal property taxes payable in connection with any of the Receivables; (l) any repayment by any Indemnified Party of any amount previously distributed in reduction of Net Investment which such Indemnified Party believes in good faith is required to be made; (m) the commingling by it (or in the case of the SPV, it, any Originator, the Receivables Seller or the Servicer) of Collections of Receivables at any time with any other funds; (n) any investigation, litigation or proceeding related to this Agreement, any of the other Transaction Documents, the use of proceeds of Investments by it (or in the case of the SPV, it, the Receivables Seller or any Originator), the ownership of the Asset Interest, or any Affected Asset; (o) failure of any Blocked Account Bank to remit any amounts held in the Blocked Accounts or in any related lock-boxes pursuant to the instructions of it (or in the case of the SPV, of the Servicer, the Receivables Seller, the SPV, the related Originator or the Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Blocked Account Agreement)) whether by reason of the exercise of set-off rights or otherwise; (p) any inability to obtain any judgment in or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of it (or in the case of the SPV, it, the Receivables Seller or the related Originator) to qualify to do business or file any notice of business activity report or any similar report; (q) any attempt by any Person to void, rescind or set-aside any transfer by such Originator to the SPV (or in the case of the SPV, by any Originator to the SPV) of any Receivable or Related Security under statutory provisions or common law or equitable action, including any provision of the Bankruptcy Code or other insolvency law; (r) any action taken by it (or in the case of the SPV, by it, any Originator, the Receivables Seller or the Servicer (if Boise Cascade or any Affiliate or designee of Boise Cascade)) in the enforcement or collection of any Receivable; (s) in the case of the SPV only, the use of the proceeds of any Investment or Reinvestment.

INDEMNIFICATION; EXPENSES; RELATED MATTERS. Section 9.1 SECTION 8.1. Indemnities by the SPV, the Receivables Seller and each OriginatorTransferor. Without limiting any other rights which the Indemnified Parties Agent, the Administrative Agents or the Investors may have hereunder or under applicable Lawlaw, the SPV, the Receivables Seller and each Originator Transferor hereby agrees to indemnify the Investors, the Agent, each Class Agent, any Collateral Agentthe Administrative Agents, the Program Collateral Agents, the Liquidity Providers and the Credit Support Providers and their respective successors and permitted assigns and their respective officers, directors, employees, counsel directors and other agents employees (collectively, “"Indemnified Parties”") from and against any and all damages, losses, claims, liabilities, costs and expenses, including including, without limitation, reasonable attorneys’ ' fees (which such attorneys may be employees of the Program a Liquidity Provider, a Credit Support ProvidersProvider, the Agent, any Collateral an Administrative Agent or the Class Agentsa Collateral Agent, as applicable) and disbursements (all of the foregoing being collectively referred to as “"Indemnified Amounts”") awarded against or incurred by any of them (x) in the case of the SPV, in any action or proceeding between, between the SPV, the Servicer, the Receivables Seller Transferor or any Originator or Parent Group Member (including any of their respective Affiliates Parent Group Member, in its capacity as the Collection Agent) and any of the Indemnified Parties or between any of the Indemnified Parties and any third party or otherwise arising out of or as a result of this Agreement, the other Transaction Documents, the ownership or maintenance, either directly or indirectly, by the Agent or any Investor of the Asset Interest or any of the other transactions contemplated hereby or thereby and (y) in the case of any Originator and/or the Receivables Seller, in any action or proceeding between such Person or any of its Affiliates and any of the Indemnified Parties or between any of the Indemnified Parties and any third party or otherwise arising out of or as a result of the Transaction Documents, the ownership or maintenance, either directly or indirectly, by the Agent or any Investor of the Asset Transferred Interest or any of the other transactions contemplated hereby or thereby, excluding, in each case, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such an Indemnified Party, as finally determined by a court of competent jurisdiction, Party or (ii) Indemnified Amounts to the extent including losses recourse (except as otherwise specifically provided in respect of Receivables that are this Agreement) for uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related ObligorReceivables. Without limiting the generality of the foregoing (including clauses (i) and (ii))foregoing, the SPV, the Receivables Seller and each Originator Transferor shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from: (ai) any representation or warranty made by it or any of Parent Group Member (including any Parent Group Member, in its officers (or in capacity as the case of the SPV, by it, the Servicer or any Originator Collection Agent) or any officers of any Parent Group Member (including any Parent Group Member, in its capacity as the SPV, the Servicer or any OriginatorCollection Agent) under or in connection with this Agreement, the First Tier Agreement or Receivable Purchase Agreement, the Second Tier Parent Agreement, the Transferring Affiliate Letter, the BMA Transfer Agreement, any of the other Transaction Documents, any Servicer Investor Report or any other information or report delivered by the SPV or the Servicer pursuant hereto, or any Parent Group Member pursuant to or in connection with any of the other Transaction Documents Document, which shall have been incomplete, false or incorrect in any material respect when made or deemed made; (bii) the failure by it any Parent Group Member (or including any Parent Group Member, in its capacity as the case of the SPV, it, the Servicer, the Receivables Seller or any OriginatorCollection Agent) to comply with any applicable Law law, rule or regulation (including, without limitation, any CHAMPUS/VA Regulation, any Medicaid Regulation or any Medicare Regulation), including with respect to any Receivable or the related Contract, or the nonconformity of any Receivable or the related Contract with any such applicable Lawlaw, rule or regulation; (ciii) the failure (ix) to vest and maintain vested in the Agent, on behalf of the Investors, a an undivided first priority, perfected percentage ownership interest (to the extent of the Transferred Interest) in the Asset Interest Affected Assets free and clear of any Adverse Claim or (iiy) to create or maintain a valid and perfected first 50 priority security interest in favor of the Agent, for the benefit of the Investors, in the Affected AssetsAssets as contemplated pursuant to Section 10.11, free and clear of any Adverse Claim; (div) the failure to file, or any delay in filing, financing statements, continuation statements, or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any of the Affected Assets; (ev) any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Receivable (including including, without limitation, a defense based on such Receivable or the related Contract not being the legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services, or from any breach or alleged breach of any provision of the Receivables or the related Contracts restricting assignment of any Receivables; (fvi) in the case of the SPV only, any failure of the Servicer Collection Agent to perform its duties or obligations in accordance with the provisions hereof;; or (gvii) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with merchandise or services which are the subject of any Receivable; (hviii) the transfer of an ownership interest in any Receivable other than an Eligible Receivable; (iix) the failure by it any Parent Group Member (individually or in the case of the SPV, it, the Servicer, the Receivables Seller or any Originatoras Collection Agent) to comply with any term, provision or covenant contained in this Agreement or any of the other Transaction Documents to which it is a party or to perform any of its respective duties or obligations under the Receivables or related Contracts; (jx) the Aggregate Net Investment Percentage Factor exceeding the Net Pool Balance, minus the Required Reserves Maximum Percentage Factor at any time; (kxi) the failure of it (or in the case of the SPV, it, the Receivables Seller or any Originator) Originating Entity to pay when due any taxes, including without limitation, sales, excise or personal property taxes payable in connection with any of the Receivables; (lxii) any repayment by any Indemnified Party of any amount previously distributed in reduction of on Net Investment which such Indemnified Party believes in good faith is required to be made; (mxiii) the commingling by it (or in the case of the SPV, itTransferor, any Originator, the Receivables Seller Originating Entity or the Servicer) Collection Agent of Collections of Receivables at any time with any other funds; (nxiv) any investigation, litigation or proceeding instituted by or against a Person other than such Indemnified Party related to this Agreement, any of the other Transaction Documents, the use of proceeds of Investments Transfers by it (or in the case of the SPV, it, the Receivables Seller Transferor or any Originator)Originating Entity, the ownership of the Asset InterestTransferred Interests, or any Affected AssetReceivable, Related Security or Contract; (oxv) the failure of any Blocked Special Account Bank, Designated Account Agent or the Concentration Account Bank to remit any amounts held in the Blocked Accounts or in any related lock-boxes by it pursuant to the instructions of it (or set forth in the case applicable Special Account Letter or Concentration Account Agreement or any instruction of the SPV, of the ServicerCollection Agent, the Receivables SellerTransferor, the SPV, the related Originator any Originating Entity or the Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Blocked Special Account Letter or Concentration Account Agreement)) whether by reason of the exercise of set-off rights or otherwise; (pxvi) any inability to obtain any judgment in or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of it (or in the case of the SPV, it, the Receivables Seller Transferor or the related Originator) Seller to qualify to do business or file any notice of business activity report or any similar report; (qxvii) any failure of the Transferor to give reasonably equivalent value to the Seller in consideration of the purchase by the Transferor from the Seller of any Receivable, any failure of the Seller to give reasonably equivalent value to any Transferring Affiliate in consideration of the purchase by the Seller from such Transferring Affiliate of any Receivable, or any attempt by any Person to void, rescind or set-aside any such transfer by such Originator to the SPV (or in the case of the SPV, by any Originator to the SPV) of any Receivable or Related Security under statutory provisions or common law or equitable action, including including, without limitation, any provision of the Bankruptcy Code or other insolvency lawCode; (rxviii) any action taken by it (or in the case of the SPV, by itTransferor, any Originator, the Receivables Seller Originating Entity or the Servicer Collection Agent (if Boise Cascade or any Affiliate a Parent Group Member or designee of Boise Cascade)thereof) in the enforcement or collection of any Receivable; provided, however, that if any Conduit Investor enters into agreements for the purchase of interests in receivables from one or more Other Transferors, such Conduit Investor shall allocate such Indemnified Amounts which are in connection with a Credit Support Agreement or the credit support furnished by the Credit Support Provider to the Transferor and each Other Transferor; and provided, further, that if such Indemnified Amounts are attributable to any Parent Group Member and not attributable to any Other Transferor, the Transferor shall be solely liable for such Indemnified Amounts or if such Indemnified Amounts are attributable to Other Transferors and not attributable to any Parent Group Member, such Other Transferors shall be solely liable for such Indemnified Amounts; (sxix) any reduction or extinguishment of, or any failure by any Obligor to pay (in the case whole or in part), any Receivable or any Related Security with respect thereto as a result of or on account of any violation of or prohibition under any law, rule or regulation now or hereafter in effect from time to time, including without limitation and CHAMPUS/VA Regulation, any Medicaid Regulation or any Medicare Regulation, or as a result of or on account of the SPV only, the use of the proceeds entering of any Investment judicial or Reinvestmentregulatory order or agreement adversely affecting the Transferor or any Parent Group Member; or (xx) any failure by the Transferor or any Parent Group Member to maintain all governmental and other authorization and approvals necessary to render the services, or sell the merchandise, resulting in Receivables.

INDEMNIFICATION; EXPENSES; RELATED MATTERS. Section 9.1 SECTION 8.1. Indemnities by the SPV, the Receivables Seller and each Originator. Transferor (a) Without limiting any other rights which the Indemnified Parties Agent, the Buyer or any other Owner may have hereunder or under applicable Lawlaw, the SPV, the Receivables Seller and each Originator Transferor hereby agrees to indemnify the InvestorsBuyer, each other Owner, the Agent, each Class Agent, any Collateral the Administrative Agent, the Program Liquidity Provider and the Credit Support Providers Provider and any successors and permitted assigns and any of their respective officers, directors, employees, counsel directors and other agents employees (collectively, “"Indemnified Parties”") from and against any and all damages, losses, claims, liabilities, costs and expenses, including including, without limitation, reasonable and actual attorneys’ ' fees (which such attorneys may be employees of the Program Support ProvidersLiquidity Provider, the AgentCredit Support Provider, any Collateral the Agent or the Class AgentsAdministrative Agent, as applicable) and disbursements (all of the foregoing being collectively referred to as “"Indemnified Amounts”") awarded against or incurred by any of them (x) in the case of the SPV, in any action or proceeding betweenbetween the Transferor or CompuCredit (including, the SPV, in its capacity as the Servicer, the Receivables Seller or any Originator or any of their respective Affiliates ) and any of the Indemnified Parties or between any of the Indemnified Parties and any third party or otherwise arising out of or as a result of this Agreement, the other Transaction Documents, the ownership or maintenance, either directly or indirectly, by the Agent Agent, the Buyer or any Investor other Owner of the Asset Interest or any of the other transactions contemplated hereby or thereby and (y) in the case of any Originator and/or the Receivables Seller, in any action or proceeding between such Person or any of its Affiliates and any of the Indemnified Parties or between any of the Indemnified Parties and any third party or otherwise arising out of or as a result of the Transaction Documents, the ownership or maintenance, either directly or indirectly, by the Agent or any Investor of the Asset Transferred Interest or any of the other transactions contemplated hereby or thereby, excluding, in each case, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such an Indemnified Party, as finally determined by a court of competent jurisdiction, or (ii) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables, (iii) Indemnified Amounts to the extent including losses in respect of Receivables that are uncollectible on account of the insolvencyspecifically excluded from coverage under Sections 8.2, bankruptcy or lack of creditworthiness of the related Obligor8.3 and 8.4 and (iv) Taxes and Excluded Taxes. Without limiting the generality of the foregoing (including clauses (i) and (ii))foregoing, the SPV, the Receivables Seller and each Originator Transferor shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from: (ai) any representation or warranty made by it or any of its officers (or in the case of the SPV, by it, the Servicer or any Originator Transferor or any officers of the SPV, the Servicer or any Originator) Transferor under or in connection with this Agreement, the First Tier Agreement or the Second Tier Receivable Purchase Agreement, any of the other Transaction Documents, any Monthly Servicer Report or any other information or report delivered by the SPV Transferor or the Servicer pursuant hereto, or pursuant to any of the other Transaction Documents which shall have been incomplete, false or incorrect in any material respect when made or deemed made; (bii) the failure by it (or in the case of the SPV, it, the Servicer, the Receivables Seller or any Originator) Transferor to comply with any applicable Law law, rule or regulation with respect to any Receivable or the related ContractAccount, or the nonconformity of any Receivable or the related Contract Account with any such applicable Lawlaw, rule or regulation; (ciii) the failure (i) to vest and maintain vested in the Agent, on behalf of the InvestorsBuyer and the other Owners, a an undivided first priority, perfected ownership security interest (to the extent of the Transferred Interest) in the Asset Interest Affected Assets free and clear of any Adverse Claim or (ii) to create or maintain a valid and perfected first priority security interest in favor of except as may be expressly permitted under the Agent, for the benefit of the Investors, in the Affected Assets, free and clear of any Adverse ClaimTransaction Documents); (div) the failure to file, or any delay in filing, financing statements, continuation statements, or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any of the Affected Assets; (ev) any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Receivable (including including, without limitation, a defense based on such Receivable or the related Contract Account not being the legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting the enforcement of creditors' rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity)), or any other claim resulting from the sale of merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services, or from any breach or alleged breach of any provision of the Receivables or the related Contracts restricting assignment of any Receivables; (f) in the case of the SPV only, any failure of the Servicer to perform its duties or obligations in accordance with the provisions hereof; (gvi) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with merchandise or services which are the subject of any Receivable; (h) the transfer of an interest in any Receivable other than an Eligible Receivable; (ivii) the failure by it (or in the case of the SPV, it, the Servicer, the Receivables Seller or any Originator) Transferor to comply with any term, provision or covenant contained in this Agreement or any of the other Transaction Documents to which it is a party or to perform any of its respective duties or obligations under the Receivables or related ContractsAccounts; (j) the Aggregate Net Investment exceeding the Net Pool Balance, minus the Required Reserves at any time; (k) the failure of it (or in the case of the SPV, it, the Receivables Seller or any Originator) to pay when due any sales, excise or personal property taxes payable in connection with any of the Receivables; (lviii) any repayment by any Indemnified Party of any amount previously distributed in reduction of the Net Investment which such Indemnified Party believes in good faith is required to be made; (mix) the commingling by it (or in the case of the SPV, it, any Originator, the Receivables Seller Transferor or the Servicer) Servicer of Collections of Receivables at any time with any other funds; (nx) any investigation, litigation or proceeding related to this Agreement, any of the other Transaction Documents, the use of proceeds of Investments Transfers by it (or the Transferor, the interests in the case of the SPV, it, the Receivables Seller or any Originator), the ownership of the Asset InterestTransferred Interests, or any Affected AssetReceivable or Related Security; (o) failure of any Blocked Account Bank to remit any amounts held in the Blocked Accounts or in any related lock-boxes pursuant to the instructions of it (or in the case of the SPV, of the Servicer, the Receivables Seller, the SPV, the related Originator or the Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Blocked Account Agreement)) whether by reason of the exercise of set-off rights or otherwise; (pxi) any inability to obtain any judgment in or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of it (or in the case of the SPV, it, the Receivables Seller or the related Originator) Transferor to qualify to do business or file any notice of business activity report or any similar report; (qxii) any failure of the Transferor to give reasonably equivalent value to CAC in consideration of the purchase by the Transferor from CAC of any Receivable, or any attempt by any Person to void, rescind or set-aside any such transfer by such Originator to the SPV (or in the case of the SPV, by any Originator to the SPV) of any Receivable or Related Security under statutory provisions or common law or equitable action, including including, without limitation, any provision of the Bankruptcy Code or other insolvency law;Code; or (rxiii) any action taken by it (or in the case of the SPV, by it, any Originator, the Receivables Seller or the Servicer (if Boise Cascade or any Affiliate or designee of Boise Cascade)) Transferor in the enforcement or collection of any Receivable; (s) . provided, however, that if the Buyer enters into agreements for the purchase of interests in receivables from one or more Other Transferors, Buyer shall allocate such Indemnified Amounts which are in connection with the case of the SPV only[Liquidity Provider Agreement, the use of Credit Support Agreement or the proceeds of credit support furnished by the Credit Support Provider] to the Transferor and each Other Transferor; and provided, further, that if such Indemnified Amounts are attributable to the Transferor or the Servicer and not attributable to any Investment Other Transferor, the Transferor shall be solely liable for such Indemnified Amounts or Reinvestmentif such Indemnified Amounts are attributable to Other Transferors and not attributable to the Transferor or the Servicer, such Other Transferors shall be solely liable for such Indemnified Amounts.

INDEMNIFICATION; EXPENSES; RELATED MATTERS. Section 9.1 Indemnities (a) Indemnity by the SPV, the Receivables Seller and each OriginatorSeller. Without limiting any other rights ----------------------- which the Indemnified Parties K2F may have hereunder or under applicable Lawlaw, the SPV, the Receivables Seller and each Originator hereby agrees to indemnify the Investors, the Agent, each Class Agent, K2F and any Collateral Agent, the Program Support Providers permitted assigns and their respective officers, directors, employees, counsel directors and other agents employees (collectively, “"Indemnified Parties”") from and against any and all damages, losses, claims, liabilities, costs and expenses, including including, without limitation, reasonable attorneys’ ' fees (which such attorneys may be employees of the Program Support Providers, the Agent, any Collateral Agent or the Class Agents, as applicableIndemnified Parties) and disbursements (all of the foregoing being collectively referred to as “"Indemnified Amounts”") awarded against or incurred by any of them (x) in the case of the SPV, in any action or proceeding between, between the SPV, the Servicer, the Receivables Seller or any Originator or any of their respective Affiliates and any of the Indemnified Parties or between any of the Indemnified Parties and any third party or otherwise otherwise, arising out of or as a result of this Agreement, Agreement or the other Transaction Documents, the ownership or maintenanceownership, either directly or indirectly, by the Agent or any Investor K2F of the Asset Transferred Interest or any of the other transactions contemplated hereby or thereby and (y) in the case of any Originator and/or the Receivables Seller, in any action or proceeding between such Person or any of its Affiliates and any of the Indemnified Parties or between any of the Indemnified Parties and any third party or otherwise arising out of or as a result of the Transaction Documents, the ownership or maintenance, either directly or indirectly, by the Agent or any Investor of the Asset Interest or any of the other transactions contemplated hereby or thereby, excluding, in each case, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such an Indemnified Party, as finally determined by a court of competent jurisdiction, Party or (ii) Indemnified Amounts to the extent including losses recourse (except as otherwise specifically provided in respect of Receivables that are this Agreement) for uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related ObligorReceivables. Without limiting the generality of the foregoing (including clauses (i) and (ii))foregoing, the SPV, the Receivables Seller and each Originator shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from: (ai) reliance on any representation or warranty made by it or any of its officers the Seller (or in the case of the SPV, by it, the Servicer or any Originator or any officers of the SPV, the Servicer or any OriginatorSeller) under or in connection with this Agreement, the First Tier Agreement or the Second Tier Agreement, any of the other Transaction Documents, any Servicer Investor Report or any other information or report delivered by the SPV or the Servicer Seller pursuant hereto, or pursuant to any of the other Transaction Documents which shall have been incomplete, false or incorrect in any material respect when made or deemed made; (bii) the failure by it (or in the case of the SPV, it, the Servicer, the Receivables Seller or any Originator) to comply with any applicable Law law, rule or regulation with respect to any Receivable or the related Contract, or the nonconformity of any Receivable or the related Contract with any such applicable Lawlaw, rule or regulation; (ciii) the failure (i) to vest and maintain vested in K2F title to the Agent, on behalf of Transferred Interest and the Investors, a first priority, perfected ownership interest in the Asset Interest free and clear of any Adverse Claim or (ii) to create or maintain a valid and perfected first priority security interest in favor of the Agent, for the benefit of the Investors, in the Affected Assets, Receivables included therein free and clear of any Adverse Claim; (div) the failure to file, or any delay in filing, financing statements, continuation statements, or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any of Receivable included in the Affected AssetsTransferred Interest; (ev) any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Receivable included in the Transferred Interest (including including, without limitation, a defense based on such Receivable or the related Contract not being the legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services, or from any breach or alleged breach of any provision of the Receivables or the related Contracts restricting assignment of any Receivables; (fvi) in the case of the SPV only, any failure of the Servicer Seller to perform its duties or obligations in accordance with the provisions of Section 7 hereof;; or (gvii) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with merchandise or services which are the subject of any Receivable; (h) the transfer of an interest in any Receivable other than an Eligible Receivable; (i) the failure by it (or in the case of the SPV, it, the Servicer, the Receivables Seller or any Originator) to comply with any term, provision or covenant contained in this Agreement or any of the other Transaction Documents to which it is a party or to perform any of its respective duties or obligations under the Receivables or related Contracts; (j) the Aggregate Net Investment exceeding the Net Pool Balance, minus the Required Reserves at any time; (k) the failure of it (or in the case of the SPV, it, the Receivables Seller or any Originator) to pay when due any sales, excise or personal property taxes payable in connection with any of the Receivables; (l) any repayment by any Indemnified Party of any amount previously distributed in reduction of Net Investment which such Indemnified Party believes in good faith is required to be made; (m) the commingling by it (or in the case of the SPV, it, any Originator, the Receivables Seller or the Servicer) of Collections of Receivables at any time with any other funds; (n) any investigation, litigation or proceeding related to this Agreement, any of the other Transaction Documents, the use of proceeds of Investments by it (or in the case of the SPV, it, the Receivables Seller or any Originator), the ownership of the Asset Interest, or any Affected Asset; (o) failure of any Blocked Account Bank to remit any amounts held in the Blocked Accounts or in any related lock-boxes pursuant to the instructions of it (or in the case of the SPV, of the Servicer, the Receivables Seller, the SPV, the related Originator or the Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Blocked Account Agreement)) whether by reason of the exercise of set-off rights or otherwise; (p) any inability to obtain any judgment in or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of it (or in the case of the SPV, it, the Receivables Seller or the related Originator) to qualify to do business or file any notice of business activity report or any similar report; (q) any attempt by any Person to void, rescind or set-aside any transfer by such Originator to the SPV (or in the case of the SPV, by any Originator to the SPV) of any Receivable or Related Security under statutory provisions or common law or equitable action, including any provision of the Bankruptcy Code or other insolvency law; (r) any action taken by it (or in the case of the SPV, by it, any Originator, the Receivables Seller or the Servicer (if Boise Cascade or any Affiliate or designee of Boise Cascade)) in the enforcement or collection of any Receivable; (s) in the case of the SPV only, the use of the proceeds of any Investment or Reinvestment.