Common use of Indemnities by Seller Clause in Contracts

Indemnities by Seller. (a) Seller agrees to indemnify, defend and save harmless the Buyer and Second Step Purchaser and their respective directors, officers, shareholders, employees and agents (each, an "Indemnified Party"), forthwith on demand, from and against any and all losses, claims, damages, liabilities, costs and expenses (including, without limitation, all attorneys' fees and expenses, expenses incurred by their respective credit recovery groups (or any successors thereto) and expenses of settlement, litigation or preparation therefor) which the Buyer or Second Step Purchaser may incur or which may be asserted against the Buyer or Second Step Purchaser by any Person (including, without limitation, any Obligor or any other Person whether on its own behalf or derivatively on behalf of Seller) (all of the foregoing being collectively referred to as "Losses"), excluding, however, (a) Losses to the extent resulting from the gross negligence or willful misconduct on the part of such Indemnified Party, (b) recourse (except as otherwise provided in this Agreement) for Defaulted Receivables, (c) any Losses with respect to any tax, reserve, capital charge or expense related thereto (indemnification with respect to such Losses being provided as and to the extent provided in the Purchase Agreement), or (d) Losses, to the extent that such Losses resulted from an act or omission of the Servicer if the Servicer is not Seller or an Affiliate of Seller, arising from or incurred in connection with (i) any breach of a representation, warranty or covenant by Seller or Buyer made or deemed made hereunder or under the Purchase Agreement or in connection herewith or therewith or the transactions contemplated herewith or therewith, or (ii) any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, on tort, on contract or otherwise, before any Official Body, which arises out of or relates to the Transaction Documents, the Ownership Interest or the Participation Interest in the Receivables or related Contracts, or the use of the proceeds of the Receivables pursuant hereto or to the Purchase Agreement or the transactions contemplated hereby or thereby (all Losses, after giving effect to the limitations set forth in clauses (a) through (d) hereof, ----------- --- being hereinafter referred to as "Indemnified Amounts").

Indemnities by Seller. (a) Seller agrees to indemnify, defend and save harmless the Buyer and Second Step Purchaser and their respective directors, officers, shareholders, employees and agents (each, an "Indemnified Party"), forthwith on demand, from and against any and all losses, claims, damages, liabilities, costs and expenses (including, without limitation, all attorneys' fees and expenses, expenses incurred by their respective credit recovery groups (or any successors thereto) and expenses of settlement, litigation or preparation therefor) which the Buyer or Second Step Purchaser may incur or which may be asserted against the Buyer or Second Step Purchaser by any Person (including, without limitation, any Obligor or any other Person whether on its own behalf or derivatively on behalf of Seller) (all of the foregoing being collectively referred to as "Losses"), excluding, however, (a) Losses to the extent resulting from the gross negligence or willful misconduct on the part of such Indemnified Party, (b) recourse (except as otherwise provided in this Agreement) for Defaulted Receivables, (c) any Losses with respect to any tax, reserve, capital charge or expense related thereto (indemnification with respect to such Losses being provided as and to the extent provided in the Purchase Agreement), or (d) Losses, to the extent that such Losses resulted from an act or omission of the Servicer if the Servicer is not Seller or an Affiliate of Seller, arising from or incurred in connection with (i) any breach of a representation, warranty or covenant by Seller or Buyer made or deemed made hereunder or under the Purchase Agreement or in connection herewith or therewith or the transactions contemplated herewith or therewith, or (ii) any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, on tort, on contract or otherwise, before any Official Body, which arises out of or relates to the Transaction Documents, the Ownership Interest or the Participation Interest in the Receivables or related Contracts, or the use of the proceeds of the Receivables pursuant hereto or to the Purchase Agreement or the transactions contemplated hereby or thereby (all Losses, after giving effect to the limitations set forth in clauses (a) through (d) hereof, ----------- --- being hereinafter referred to as "Indemnified Amounts").

Indemnities by Seller. (a) Seller hereby agrees to indemnifyindemnify Purchaser (together with its officers, defend and save harmless the Buyer and Second Step Purchaser and their respective directors, officersagents, representatives, shareholders, employees counsel and agents (employees, each, an "“Indemnified Party"), forthwith on demand, ”) from and against any and all losses, claims, damages, liabilities, costs losses and expenses liabilities (including, without limitation, all reasonable attorneys' fees and expenses, expenses incurred by their respective credit recovery groups (or any successors thereto) and expenses of settlement, litigation or preparation therefor) which the Buyer or Second Step Purchaser may incur or which may be asserted against the Buyer or Second Step Purchaser by any Person (including, without limitation, any Obligor or any other Person whether on its own behalf or derivatively on behalf of Seller’ fees) (all of the foregoing being collectively referred to as "Losses"“Indemnified Amounts”) arising out of or resulting from any of the following: (i) the sale to Purchaser of any Receivable as to which the representations and warranties made herein are not true and correct on the Purchase Date therefor; (ii) any representation or warranty made by Seller (or any of its respective officers) under or in connection with this Agreement (except with respect to the Purchased Receivables) which shall have been incorrect in any material respect when made; (iii) the failure by Seller to comply with any applicable law, rule or regulation with respect to any Purchased Receivable; (iv) the failure to vest in Purchaser a perfected interest in each Purchased Receivable and the proceeds and Collections in respect thereof free and clear of any liens or encumbrances of any kind or nature whatsoever (other than those granted under this Agreement), excluding, however; (v) any Dispute or any other claim related to such Purchased Receivable (or any portion thereof) excluding any Dispute or claim that (A) relates to the acts or omissions of the Purchaser which are (x) in material violation of applicable law relating to such action or omission or (y) in material breach of its obligations hereunder, (aB) Losses does not relate to the acts or omissions of the Seller, the Servicer or any of their Affiliates, (C) does not relate to the transfer of such Purchased Receivable from the Seller to the Purchaser and (D) does not relate to the goods or services that are the subject of such Purchased Receivables; (vi) the commingling by Seller of Collections at any time with other funds of Seller or any other Person; (vii) any products liability claim, personal injury or property damage suit, environmental liability claim or any other claim or action by a party of whatever sort, whether in tort, contract or any other legal theory, arising out of or in connection with the goods or services that are the subject of any Purchased Receivable with respect thereto; (viii) this Agreement and the transactions contemplated hereby and the purchases of the Purchased Receivables by Purchaser pursuant to the terms hereof, excluding any Dispute or claim that (A) relates to the acts or omissions of the Purchaser which are (x) in material violation of applicable law relating to such action or omission or (y) in material breach of its obligations hereunder, (B) does not relate to the acts or omissions of the Seller, the Servicer or any of their Affiliates, (C) does not relate to the transfer of such Purchased Receivable from the Seller to the Purchaser and (D) does not relate to the goods or services that are the subject of such Purchased Receivables; or (ix) any currency restrictions or foreign political restrictions or regulations that are in force with respect to any Purchased Receivables on the applicable Purchase Date therefor (it being understood and agreed that if the Purchaser and/or any Purchased Receivables becomes (following the applicable Purchase Date therefor) subject to any such currency or political restriction matters which are not subject to the indemnity or recovery of this clause (ix) as a result of coming into existence or effectiveness after such date of purchaser, Purchaser shall have the right, upon thirty (30) days prior written notice to the Seller, to terminate this Agreement and its commitments hereunder and under the other Transaction Documents). The foregoing indemnification shall not apply in the case any claims, losses or liabilities to the extent resulting solely from (i) the gross negligence or willful misconduct on the part of such an Indemnified PartyParty as determined in a final non-appealable judgment by a court of competent jurisdiction, (b) recourse (except as otherwise provided in this Agreement) for Defaulted Receivables, (c) any Losses with respect to any tax, reserve, capital charge or expense related thereto (indemnification with respect to such Losses being provided as and to the extent provided in the Purchase Agreement), or (d) Losses, to the extent that such Losses resulted from an act or omission of the Servicer if the Servicer is not Seller or an Affiliate of Seller, arising from or incurred in connection with (i) any breach of a representation, warranty or covenant by Seller or Buyer made or deemed made hereunder or under the Purchase Agreement or in connection herewith or therewith or the transactions contemplated herewith or therewith, or (ii) any suitlack of credit worthiness of the related Account Debtor or an Account Debtor Insolvency Event or (iii) (A) acts or omissions of the Purchaser which are (x) in material violation of applicable law relating to such action or omission or (y) in material breach of its obligations hereunder, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, on tort, on contract or otherwise, before any Official Body, (B) which arises out of or relates do not relate to the Transaction Documentsacts or omissions of the Seller, the Ownership Interest Servicer or the Participation Interest in the Receivables or related Contractsany of their Affiliates, or the use of the proceeds of the Receivables pursuant hereto or (C) which do not relate to the Purchase Agreement or transfer of such Purchased Receivable from the transactions contemplated hereby or thereby (all Losses, after giving effect Seller to the limitations set forth in clauses Purchaser and (aD) through (d) hereof, ----------- --- being hereinafter referred which do not relate to as "Indemnified Amounts")the goods or services that are the subject of such Purchased Receivables. Amounts due hereunder shall accrue interest at the Delinquent Rate.

Indemnities by Seller. (a) Seller hereby agrees to indemnifyindemnify the Purchaser Representative and each Purchaser (together with their officers, defend and save harmless the Buyer and Second Step Purchaser and their respective directors, officersagents, representatives, shareholders, employees counsel and agents (employees, each, an "“Indemnified Party"), forthwith on demand, ”) from and against any and all losses, claims, damages, liabilities, costs losses and expenses liabilities (including, without limitation, all reasonable attorneys' fees and expenses, expenses incurred by their respective credit recovery groups (or any successors thereto) and expenses of settlement, litigation or preparation therefor) which the Buyer or Second Step Purchaser may incur or which may be asserted against the Buyer or Second Step Purchaser by any Person (including, without limitation, any Obligor or any other Person whether on its own behalf or derivatively on behalf of Seller’ fees) (all of the foregoing being collectively referred to as "Losses"“Indemnified Amounts”) arising out of or resulting from any of the following: (i) the sale to such Purchaser of any Receivable as to which the representations and warranties made herein are not all true and correct on the Purchase Date therefor; (ii) any representation or warranty made by Seller (or any of its respective officers) under or in connection with this Agreement (except with respect to the Purchased Receivables) which shall have been incorrect in any respect when made; (iii) the failure by Seller or Servicer to comply with any applicable law, rule or regulation with respect to any Purchased Receivable; (iv) the failure to vest in each Purchaser a perfected interest in each Purchased Receivable and other Sold Assets and the proceeds and Collections in respect thereof sold or assigned to such Purchaser hereunder, free and clear of any liens or encumbrances of any kind or nature whatsoever (other than those granted to the Purchasers under this Agreement), excluding, however; (v) any Dispute or any other claim related to such Purchased Receivable (or any portion thereof) excluding any Dispute or claim that (A) relates to the acts or omissions of such Purchaser which are (x) in material violation of applicable law relating to such action or omission or (y) in material breach of its obligations hereunder, (aB) Losses does not relate to the acts or omissions of the Seller, the Servicer or any of their Affiliates, (C) does not relate to the transfer of such Purchased Receivable from the Seller to such Purchaser and (D) does not relate to the goods or services that are the subject of such Purchased Receivables; (vi) except as otherwise expressly provided in this Agreement or in any of the other Transaction Documents, the commingling by Seller of Collections at any time with other funds of Seller or any other Person; (vii) any products liability claim, personal injury or property damage suit, environmental liability claim or any other claim or action by a party of whatever sort, whether in tort, contract or any other legal theory, arising out of or in connection with the goods or services that are the subject of any Purchased Receivable with respect thereto; (viii) this Agreement and the transactions contemplated hereby and the purchases of the Purchased Receivables by such Purchaser pursuant to the terms hereof, excluding any Dispute or claim that (A) relates to the acts or omissions of such Purchaser which are (x) in material violation of applicable law relating to such action or omission or (y) in material breach of its obligations hereunder, (B) does not relate to the acts or omissions of the Seller, the Servicer or any of their Affiliates, (C) does not relate to the transfer of such Purchased Receivable from the Seller to such Purchaser and (D) does not relate to the goods or services that are the subject of such Purchased Receivables; (ix) any currency restrictions or foreign political restrictions or regulations; (x) any failure by any Person who is not a party to the Intercreditor Agreement and to whom Seller, Originator or Servicer directs or furnishes payment to pay over to such Purchaser reasonably promptly Collections on account of Purchased Receivables received by it; or (xi) the failure of Seller to perform any of its obligations under this Agreement or any of the other Transaction Documents. The foregoing indemnification shall not apply in the case any claims, losses or liabilities to the extent resulting solely from (1) the gross negligence or willful misconduct on of the part Indemnified Party making a claim hereunder as determined in a final non-appealable judgment by a court of such Indemnified Partycompetent jurisdiction, (b2) recourse (except as otherwise provided in this Agreement) for Defaulted Receivables, (c) any Losses with respect to any tax, reserve, capital charge or expense related thereto (indemnification with respect to such Losses being provided as and to the extent provided in the Purchase Agreement), or (d) Losses, to the extent that such Losses resulted from an act or omission of the Servicer if the Servicer is not Seller or an Affiliate of Seller, arising from or incurred in connection with (i) any breach of a representation, warranty or covenant by Seller or Buyer made or deemed made hereunder or under the Purchase Agreement or in connection herewith or therewith or the transactions contemplated herewith or therewith, or (ii) any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, on tort, on contract or otherwise, before any Official Body, which arises out of or relates to the Transaction Documents, the Ownership Interest or the Participation Interest in the Receivables or related Contracts, or the use of the proceeds of the Receivables pursuant hereto or to the Purchase Agreement or the transactions contemplated hereby or thereby (all Losses, after giving effect to the limitations set forth in clauses (a) through (d) hereof, ----------- --- being hereinafter referred to as "Indemnified Amounts").lack of

Indemnities by Seller. (a) Seller agrees to indemnify, defend and save harmless the Buyer and Second Step Purchaser and their respective directors, officers, shareholders, employees and agents (each, an "Indemnified Party"), forthwith on demand, from and against any and all losses, claims, damages, liabilities, costs and expenses (including, without limitation, all attorneys' fees and expenses, expenses incurred by their respective credit recovery groups (or any successors thereto) and expenses of settlement, litigation or preparation therefor) which the Buyer or Second Step Purchaser may incur or which may be asserted against the Buyer or Second Step Purchaser by any Person (including, without limitation, any Obligor or any other Person whether on its own behalf or derivatively on behalf of Seller) (all of the foregoing being collectively referred to as "Losses"), excluding, however, (a) Losses to the extent resulting from the gross negligence or willful misconduct on the part of such Indemnified Party, (b) recourse (except as otherwise provided in this Agreement) for Defaulted Receivables, (c) any Losses with respect to any tax, reserve, capital charge or expense related thereto (indemnification with respect to such Losses being provided as and to the extent provided in the Purchase Agreement), or (d) Losses, to the extent that such Losses resulted from an act or omission of the Servicer if the Servicer is not Seller or an Affiliate of Seller, arising from or incurred in connection with (ix) any breach of a representation, warranty or covenant by Seller or Buyer made or deemed made hereunder or under the Purchase Agreement or in connection herewith or therewith or the transactions contemplated herewith or therewith, or (iiy) any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, on tort, on contract or otherwise, before any Official Body, which arises out of or relates to the Transaction Documents, the Ownership Interest or the Participation Interest in the Transferred Receivables or related Contracts, or the use of the proceeds of the Transferred Receivables pursuant hereto or to the Purchase Agreement or the transactions contemplated hereby or thereby (all Losses, after giving effect to the limitations set forth in clauses this subsection and in subsections (ab) through and (dc) hereofbelow, ----------- --- being hereinafter referred to as "Indemnified Amounts"), excluding, however, (i) Losses to the extent resulting from the gross negligence or willful misconduct on the part of such Indemnified Party, (ii) recourse (except as otherwise provided in this Agreement) for Defaulted Receivables, (iii) any Losses with respect to any tax, reserve, capital charge or expense related thereto (indemnification with respect to such Losses being provided as and to the extent provided in the Purchase Agreement), and (iv) Losses, to the extent that such Losses resulted from an act or omission of Servicer (if Servicer is not Seller or another Seller Entity).

Indemnities by Seller. (a) Seller hereby agrees to indemnifyindemnify Purchaser (together with its officers, defend and save harmless the Buyer and Second Step Purchaser and their respective directors, officersagents, representatives, shareholders, employees counsel and agents (employees, each, an "“Indemnified Party"), forthwith on demand, ”) from and against any and all losses, claims, damages, liabilities, costs losses and expenses liabilities (including, without limitation, all reasonable attorneys' fees and expenses, expenses incurred by their respective credit recovery groups (or any successors thereto) and expenses of settlement, litigation or preparation therefor) which the Buyer or Second Step Purchaser may incur or which may be asserted against the Buyer or Second Step Purchaser by any Person (including, without limitation, any Obligor or any other Person whether on its own behalf or derivatively on behalf of Seller’ fees) (all of the foregoing being collectively referred to as "Losses"“Indemnified Amounts”) arising out of or resulting from any of the following: (i) the sale to Purchaser of any Receivable as to which the representations and warranties made herein are not all true and correct on the Purchase Date therefor; (ii) any representation or warranty made by Seller (or any of its respective officers) under or in connection with this Agreement (except with respect to the Purchased Receivables) which shall have been incorrect in any respect when made; (iii) the failure by Seller or Servicer to comply with any applicable law, rule or regulation with respect to any Purchased Receivable; (iv) the failure to vest in Purchaser a perfected interest in each Purchased Receivable and other Sold Assets and the proceeds and Collections in respect thereof free and clear of any liens or encumbrances of any kind or nature whatsoever (other than those granted to Purchaser under this Agreement), excluding, however; (v) any Dispute or any other claim related to such Purchased Receivable (or any portion thereof) excluding any Dispute or claim that (A) relates to the acts or omissions of the Purchaser which are (x) in material violation of applicable law relating to such action or omission or (y) in material breach of its obligations hereunder, (aB) Losses does not relate to the acts or omissions of the Seller, the Servicer or any of their Affiliates, (C) does not relate to the transfer of such Purchased Receivable from the Seller to the Purchaser and (D) does not relate to the goods or services that are the subject of such Purchased Receivables; (vi) except as otherwise expressly provided in this Agreement or in any of the other Transaction Documents, the commingling by Seller of Collections at any time with other funds of Seller or any other Person; (vii) any products liability claim, personal injury or property damage suit, environmental liability claim or any other claim or action by a party of whatever sort, whether in tort, contract or any other legal theory, arising out of or in connection with the goods or services that are the subject of any Purchased Receivable with respect thereto; (viii) this Agreement and the transactions contemplated hereby and the purchases of the Purchased Receivables by Purchaser pursuant to the terms hereof, excluding any Dispute or claim that (A) relates to the acts or omissions of the Purchaser which are (x) in material violation of applicable law relating to such action or omission or (y) in material breach of its obligations hereunder, (B) does not relate to the acts or omissions of the Seller, the Servicer or any of their Affiliates, (C) does not relate to the transfer of such Purchased Receivable from the Seller to the Purchaser and (D) does not relate to the goods or services that are the subject of such Purchased Receivables; (ix) any currency restrictions or foreign political restrictions or regulations; (x) any failure by: (A) any Person who is not a party to the Intercreditor Agreement and to whom Seller, Originator or Servicer directs or furnishes payment, or (B) HSBC Bank USA, National Association or any of its successors, assigns or agents, to pay over to Purchaser reasonably promptly any Collections on account of Purchased Receivables received by it; (xi) any breach by Seller, Originator or any of their affiliates of that certain letter dated March 11, 2016 from Originator and Wise Alloys Funding LLC to Purchaser regarding the termination of the receivables purchase facility between Wise Alloys Funding LLC and HSBC Bank USA, National Association; or (xii) the failure of Seller to perform any of its obligations under this Agreement or any of the other Transaction Documents. The foregoing indemnification shall not apply in the case any claims, losses or liabilities to the extent resulting solely from (1) the gross negligence or willful misconduct on of an Indemnified Party as determined in a final non-appealable judgment by a court of competent jurisdiction, (2) lack of credit worthiness of the part related Account Debtor or an Account Debtor Insolvency Event or (3) acts or omissions of the Purchaser (A) which are (x) in material violation of applicable law relating to such action or omission or (y) in material breach of its obligations hereunder, (B) which do not relate to the acts or omissions of the Seller, the Servicer or any of their Affiliates, (C) which do not relate to the transfer of such Indemnified Party, Purchased Receivable from the Seller to the Purchaser and (bD) recourse (except as otherwise provided in this Agreement) for Defaulted which do not relate to the goods or services that are the subject of such Purchased Receivables, (c4) any Losses taxes imposed on Purchaser under FATCA, or (5) with respect to any tax, reserve, capital charge or expense related thereto (indemnification with respect to such Losses being provided as and to the extent provided in the Purchase Agreement), or (d) Losses, to the extent that such Losses resulted from an act or omission occurrence of the Servicer if the Servicer is not Seller or an Affiliate of Seller, arising from or incurred in connection with (i) any breach of a representation, warranty or covenant by Seller or Buyer made or deemed made hereunder or under the Purchase Agreement or in connection herewith or therewith or the transactions contemplated herewith or therewith, or (ii) any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, on tort, on contract or otherwise, before any Official Body, which arises out of or relates to the Transaction Documents, the Ownership Interest or the Participation Interest in the Receivables or related Contracts, or the use of the proceeds of the Receivables pursuant hereto or to the Purchase Agreement or the transactions contemplated hereby or thereby (all Losses, after giving effect to the limitations events set forth in clauses (ai), (iii), (iv), (v) through or (dvi) hereofabove, ----------- --- being hereinafter referred to as "Indemnified Amounts")the extent such Purchased Receivable has been repurchased by the Seller. Amounts due hereunder shall accrue interest at the Delinquent Rate.

Indemnities by Seller. (a) Seller hereby agrees to indemnifyindemnify the Purchaser Representative and each Purchaser (together with their officers, defend and save harmless the Buyer and Second Step Purchaser and their respective directors, officersagents, representatives, shareholders, employees counsel and agents (employees, each, an "“Indemnified Party"), forthwith on demand, ”) from and against any and all losses, claims, damages, liabilities, costs losses and expenses liabilities (including, without limitation, all reasonable attorneys' fees and expenses, expenses incurred by their respective credit recovery groups (or any successors thereto) and expenses of settlement, litigation or preparation therefor) which the Buyer or Second Step Purchaser may incur or which may be asserted against the Buyer or Second Step Purchaser by any Person (including, without limitation, any Obligor or any other Person whether on its own behalf or derivatively on behalf of Seller’ fees) (all of the foregoing being collectively referred to as "Losses"“Indemnified Amounts”) arising out of or resulting from any of the following: (i) the sale to such Purchaser of any Receivable as to which the representations and warranties made herein are not all true and correct on the Purchase Date therefor; (ii) any representation or warranty made by Seller (or any of its respective officers) under or in connection with this Agreement (except with respect to the Purchased Receivables) which shall have been incorrect in any respect when made; (iii) the failure by Seller or Servicer to comply with any applicable law, rule or regulation with respect to any Purchased Receivable; (iv) the failure to vest in each Purchaser a perfected interest in each Purchased Receivable and other Sold Assets and the proceeds and Collections in respect thereof sold or assigned to such Purchaser hereunder, free and clear of any liens or encumbrances of any kind or nature whatsoever (other than those granted to the Purchasers under this Agreement), excluding, however; (v) any Dispute or any other claim related to such Purchased Receivable (or any portion thereof) excluding any Dispute or claim that (A) relates to the acts or omissions of such Purchaser which are (x) in material violation of applicable law relating to such action or omission or (y) in material breach of its obligations hereunder, (aB) Losses does not relate to the acts or omissions of the Seller, the Servicer or any of their Affiliates, (C) does not relate to the transfer of such Purchased Receivable from the Seller to such Purchaser and (D) does not relate to the goods or services that are the subject of such Purchased Receivables; (vi) except as otherwise expressly provided in this Agreement or in any of the other Transaction Documents, the commingling by Seller of Collections at any time with other funds of Seller or any other Person; (vii) any products liability claim, personal injury or property damage suit, environmental liability claim or any other claim or action by a party of whatever sort, whether in tort, contract or any other legal theory, arising out of or in connection with the goods or services that are the subject of any Purchased Receivable with respect thereto; (viii) this Agreement and the transactions contemplated hereby and the purchases of the Purchased Receivables by such Purchaser pursuant to the terms hereof, excluding any Dispute or claim that (A) relates to the acts or omissions of such Purchaser which are (x) in material violation of applicable law relating to such action or omission or (y) in material breach of its obligations hereunder, (B) does not relate to the acts or omissions of the Seller, the Servicer or any of their Affiliates, (C) does not relate to the transfer of such Purchased Receivable from the Seller to such Purchaser and (D) does not relate to the goods or services that are the subject of such Purchased Receivables; (ix) any currency restrictions or foreign political restrictions or regulations; (x) any failure by: (A) any Person who is not a party to the Intercreditor Agreement and to whom Seller, Originator or Servicer directs or furnishes payment, or (B) HSBC Bank USA, National Association or any of its successors, assigns or agents, to pay over to such Purchaser reasonably promptly any Collections on account of Purchased Receivables received by it; (xi) any breach by Seller, Originator or any of their affiliates of that certain letter dated March 11, 2016 from Originator and Wise Alloys Funding LLC to HCA regarding the termination of the receivables purchase facility between Wise Alloys Funding LLC and HSBC Bank USA, National Association; or (xii) the failure of Seller to perform any of its obligations under this Agreement or any of the other Transaction Documents. The foregoing indemnification shall not apply in the case any claims, losses or liabilities to the extent resulting solely from (1) the gross negligence or willful misconduct on of the part Indemnified Party making a claim hereunder as determined in a final non-appealable judgment by a court of competent jurisdiction, (2) lack of credit worthiness of the related Account Debtor or an Account Debtor Insolvency Event or (3) acts or omissions of such Indemnified PartyPurchaser (A) which are (x) in material violation of applicable law relating to such action or omission or (y) in material breach of its obligations hereunder, (bB) recourse which do not relate to the acts or omissions of the Seller, the Servicer or any of their Affiliates, (except as otherwise provided in this AgreementC) for Defaulted which do not relate to the transfer of such Purchased Receivable from the Seller to such Purchaser and (D) which do not relate to the goods or services that are the subject of such Purchased Receivables, (c4) any Losses taxes imposed on a Purchaser under FATCA, or (5) with respect to any tax, reserve, capital charge or expense related thereto (indemnification with respect to such Losses being provided as and to the extent provided in the Purchase Agreement), or (d) Losses, to the extent that such Losses resulted from an act or omission occurrence of the Servicer if the Servicer is not Seller or an Affiliate of Seller, arising from or incurred in connection with (i) any breach of a representation, warranty or covenant by Seller or Buyer made or deemed made hereunder or under the Purchase Agreement or in connection herewith or therewith or the transactions contemplated herewith or therewith, or (ii) any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, on tort, on contract or otherwise, before any Official Body, which arises out of or relates to the Transaction Documents, the Ownership Interest or the Participation Interest in the Receivables or related Contracts, or the use of the proceeds of the Receivables pursuant hereto or to the Purchase Agreement or the transactions contemplated hereby or thereby (all Losses, after giving effect to the limitations events set forth in clauses (ai), (iii), (iv), (v) through or (dvi) hereofabove, ----------- --- being hereinafter referred to as "Indemnified Amounts")the extent such Purchased Receivable has been repurchased by the Seller. Amounts due hereunder shall accrue interest at the Delinquent Rate.

Indemnities by Seller. Without limiting any other rights which the Buyer and each of its permitted assigns, officers, directors, employees, agents, lenders or secured creditors (aeach of the foregoing Persons being individually called a "Sale Indemnified Party") may have hereunder or under applicable law, Seller hereby agrees to indemnify, defend indemnify and save hold harmless the Buyer and Second Step Purchaser and their respective directors, officers, shareholders, employees and agents (each, an "each Sale Indemnified Party"), forthwith on demand, Party from and against any and all damages, losses, claims, damagesjudgments, liabilities, liabilities and related costs and expenses (includingexpenses, without limitation, all including reasonable attorneys' fees and expenses, expenses incurred by their respective credit recovery groups (or any successors thereto) and expenses of settlement, litigation or preparation therefor) which the Buyer or Second Step Purchaser may incur or which may be asserted against the Buyer or Second Step Purchaser by any Person (including, without limitation, any Obligor or any other Person whether on its own behalf or derivatively on behalf of Seller) disbursements (all of the foregoing collectively being collectively referred to as called "LossesSale Indemnified Amounts")) arising out of or resulting from this Agreement (whether directly or indirectly) or the use of proceeds of purchases or the purchase ownership of any Assigned Receivable or Related Rights, excluding, however, (a) Losses Sale Indemnified Amounts to the extent resulting from the gross negligence or willful misconduct on the part of the Buyer or such Sale Indemnified Party, (b) Sale Indemnified Amounts to the extent the same include losses in respect of Assigned Receivables and reimbursement therefor that would constitute credit recourse (except as otherwise provided in this Agreement) to Seller for Defaulted Receivablesthe amount of any Assigned Receivable or Related Rights not paid by the Obligor for credit reasons, or (c) any Losses with respect to any taxnet income taxes or franchise taxes imposed on the Buyer or such Sale Indemnified Party. Without limiting or being limited by the foregoing, reserve, capital charge or expense related thereto (indemnification with respect to such Losses being provided as and but subject to the extent provided in the Purchase Agreement), or (d) Losses, to the extent that such Losses resulted from an act or omission of the Servicer if the Servicer is not Seller or an Affiliate of Seller, arising from or incurred in connection with (i) any breach of a representation, warranty or covenant by Seller or Buyer made or deemed made hereunder or under the Purchase Agreement or in connection herewith or therewith or the transactions contemplated herewith or therewith, or (ii) any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, on tort, on contract or otherwise, before any Official Body, which arises out of or relates to the Transaction Documents, the Ownership Interest or the Participation Interest in the Receivables or related Contracts, or the use of the proceeds of the Receivables pursuant hereto or to the Purchase Agreement or the transactions contemplated hereby or thereby (all Losses, after giving effect to the limitations exclusions set forth in clauses (a) through (d) hereofthe immediately preceding sentence, ----------- --- being hereinafter referred Seller shall pay on demand to as "the Buyer and each Sale Indemnified Amounts").Party any and all amounts necessary to indemnify and hold harmless the Buyer and such Sale Indemnified Party from and against any and all Sale Indemnified Amounts relating to or resulting from any of the following, with the express understanding that no such claim shall arise solely due to the inability of a particular Obligor to satisfy its obligations under a particular Assigned Receivable because it lacks the financial resources to do so:

Indemnities by Seller. (a) Seller agrees to indemnifyWithout limiting any other rights that the Administrative Agent, defend and save harmless the Buyer and Second Step Purchaser Purchasers, the Affected Persons and their respective directorsassigns, officers, shareholdersdirectors, agents and employees and agents (each, an "“Indemnified Party")”) may have hereunder or under Applicable Law, forthwith on demand, Seller hereby agrees to indemnify each Indemnified Party from and against any and all losses, claims, damages, liabilities, costs losses and expenses (including, without limitation, all attorneys' liabilities including Attorney Costs; provided that Seller shall only be responsible for the reasonable documented out-of-pocket fees and expensesdisbursements of one primary counsel to the Administrative Agent and the Purchasers and, expenses incurred if reasonably necessary, one regulatory counsel and one local counsel in each jurisdiction the laws of which govern any of the Transaction Documents or in which any of the Seller Parties is organized or owns property or assets (a “Relevant Jurisdiction”), and, solely in the case of any actual or potential conflict of interest as determined by their respective credit recovery groups (the Administrative Agent or any successors thereto) Purchaser affected by such conflict, the Administrative Agent’s or such Purchaser’s own firm of counsel and, if reasonably necessary, one regulatory counsel and expenses of settlement, litigation one local counsel in each Relevant Jurisdiction to such affected Administrative Agent or preparation therefor) which the Buyer or Second Step Purchaser may incur or which may be asserted against the Buyer or Second Step Purchaser by any Person (including, without limitation, any Obligor or any other Person whether on its own behalf or derivatively on behalf of Seller) (all of the foregoing being collectively referred to as "Losses"), “Seller Indemnified Amounts”) arising out of or resulting from this Agreement or any other Transaction Document or the use of proceeds of the Investments or the security interest in respect of any Pool Receivable or any other Sold Assets or Seller Collateral; excluding, however, (a1) Losses Seller Indemnified Amounts to the extent resulting a final non-appealable judgment of a court of competent jurisdiction holds that such Seller Indemnified Amounts resulted solely from the gross negligence or negligence, willful misconduct or bad faith by the Indemnified Party seeking indemnification and (2) Taxes (other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim). Without limiting or being limited by the foregoing, Seller shall pay on the part demand (it being understood that if any portion of such Indemnified Partypayment obligation is made from Collections, (b) recourse (except as otherwise provided in this Agreement) for Defaulted Receivables, (c) any Losses with respect to any tax, reserve, capital charge or expense related thereto (indemnification with respect to such Losses being provided as payment will be made at the time and to the extent provided in the Purchase Agreementorder of priority set forth in Section 4.01), to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Seller Indemnified Amounts relating to or (d) Losses, to the extent that such Losses resulted resulting from an act or omission any of the Servicer if the Servicer is not following (but excluding Seller or an Affiliate of Seller, arising from or incurred in connection with (i) any breach of a representation, warranty or covenant by Seller or Buyer made or deemed made hereunder or under the Purchase Agreement or in connection herewith or therewith or the transactions contemplated herewith or therewith, or (ii) any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, on tort, on contract or otherwise, before any Official Body, which arises out of or relates to the Transaction Documents, the Ownership Interest or the Participation Interest in the Receivables or related Contracts, or the use of the proceeds of the Receivables pursuant hereto or to the Purchase Agreement or the transactions contemplated hereby or thereby (all Losses, after giving effect to the limitations set forth Indemnified Amounts and Taxes described in clauses (a) through and (db) hereof, ----------- --- being hereinafter referred to as "Indemnified Amounts").above):

Indemnities by Seller. (a) Seller agrees to indemnifyWithout limiting any other rights that the Administrative Agent, defend and save harmless the Buyer and Second Step Purchaser Parties, the Affected Persons and their respective directorsassigns, officers, shareholdersdirectors, agents and employees and agents (each, an "“Indemnified Party")”) may have hereunder or under Applicable Law, forthwith on demand, Seller hereby agrees to indemnify each Indemnified Party from and against any and all losses, claims, damages, liabilities, costs losses and expenses liabilities (including, without limitation, all attorneys' fees and expenses, expenses incurred by their respective credit recovery groups (or any successors thereto) and expenses of settlement, litigation or preparation therefor) which the Buyer or Second Step Purchaser may incur or which may be asserted against the Buyer or Second Step Purchaser by any Person (including, without limitation, any Obligor or any other Person whether on its own behalf or derivatively on behalf of Sellerincluding Attorney Costs) (all of the foregoing being collectively referred to as "Losses"), “Seller Indemnified Amounts”) arising out of or resulting from this Agreement or any other Transaction Document or the use of proceeds of the Investments or the security interest in respect of any Pool Receivable or any other Sold Assets or Seller Collateral; excluding, however, (a) Losses Seller Indemnified Amounts to the extent resulting a final non-appealable judgment of a court of competent jurisdiction holds that such Seller Indemnified Amounts resulted solely from the gross negligence or willful misconduct on by the part of such Indemnified Party, Party seeking indemnification and (b) recourse Taxes (except as otherwise provided in this Agreement) for Defaulted Receivablesother than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim). Without limiting or being limited by the foregoing, Seller shall pay on demand (c) it being understood that if any Losses with respect to any taxportion of such payment obligation is made from Collections, reserve, capital charge or expense related thereto (indemnification with respect to such Losses being provided as payment will be made at the time and to the extent provided in the Purchase Agreementorder of priority set forth in Section 4.01), to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Seller Indemnified Amounts relating to or (d) Losses, to the extent that such Losses resulted resulting from an act or omission any of the Servicer if the Servicer is not following (but excluding Seller or an Affiliate of Seller, arising from or incurred in connection with (i) any breach of a representation, warranty or covenant by Seller or Buyer made or deemed made hereunder or under the Purchase Agreement or in connection herewith or therewith or the transactions contemplated herewith or therewith, or (ii) any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, on tort, on contract or otherwise, before any Official Body, which arises out of or relates to the Transaction Documents, the Ownership Interest or the Participation Interest in the Receivables or related Contracts, or the use of the proceeds of the Receivables pursuant hereto or to the Purchase Agreement or the transactions contemplated hereby or thereby (all Losses, after giving effect to the limitations set forth Indemnified Amounts and Taxes described in clauses (a) through and (db) hereof, ----------- --- being hereinafter referred to as "Indemnified Amounts").above):