Common use of Indemnities by Servicer Clause in Contracts

Indemnities by Servicer. Without limiting any other rights which any Indemnified Party may have hereunder or under applicable law, the Servicer hereby agrees to indemnify each of the Indemnified Parties forthwith on demand, from and against any and all Indemnified Amounts awarded against or incurred by any of them arising out of or relating to the Servicer’s performance of, or failure to perform, any of its obligations under or in connection with any Transaction Document, or any representation or warranty made by the Servicer (or any of its officers) under or in connection with any Transaction Document, any Monthly Report, Weekly Report, computation of Cash Collateral Payment or any other information or report delivered by or on behalf of the Servicer, which shall have been false, incorrect or misleading in any material respect when made or deemed made or delivered, as the case may be, or the failure of the Servicer to comply with any applicable law, rule or regulation with respect to any Receivable or the related Contract and Invoice. Notwithstanding the foregoing, in no event shall any Indemnified Party be awarded any Indemnified Amounts (a) to the extent determined by a court of competent jurisdiction to have resulted from gross negligence or willful misconduct on the part of such Indemnified Party or (b) as recourse for Indemnified Amounts to the extent the same includes losses in respect of Receivables which are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor. If for any reason the indemnification provided above in this Section 13.2 (and subject to the exceptions set forth therein) is unavailable to an Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Servicer shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations.

Indemnities by Servicer. Without limiting any other rights which any Indemnified Party may have hereunder or under applicable law, the Servicer hereby agrees to indemnify each of the Indemnified Parties forthwith on demand, from and against any and all Indemnified Amounts awarded against or incurred by any of them arising out of or relating to the Servicer’s 's performance of, or failure to perform, any of its obligations under or in connection with any Transaction Document, or any representation or warranty made by the Servicer (or any of its officers) under or in connection with any Transaction Document, any Monthly Report, Weekly Report, computation of Cash Collateral Payment or any other information or report delivered by or on behalf of the Servicer, which shall have been false, incorrect or misleading in any material respect when made or deemed made or delivered, as the case may be, or the failure of the Servicer to comply with any applicable law, rule or regulation with respect to any Receivable or the related Contract and Invoice. Notwithstanding the foregoing, in no event shall any Indemnified Party be awarded any Indemnified Amounts (a) to the extent determined by a court of competent jurisdiction to have resulted from gross negligence or willful misconduct on the part of such Indemnified Party or (b) as recourse for Indemnified Amounts to the extent the same includes losses in respect of Receivables which are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor. If for any reason the indemnification provided above in this Section 13.2 (and subject to the exceptions set forth therein) is unavailable to an Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Servicer shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations.

Indemnities by Servicer. (a) Without limiting any other rights which any Indemnified Party may have hereunder or under applicable lawApplicable Law, the Servicer hereby agrees to indemnify each of the Indemnified Parties Party forthwith on demand, demand from and against any and all Indemnified Amounts awarded against or incurred by any of them arising out of or relating to the Servicer’s performance ofAmounts, or failure to performdetermined in a final, any of its obligations under or in connection with any Transaction Document, or any representation or warranty made by the Servicer (or any of its officers) under or in connection with any Transaction Document, any Monthly Report, Weekly Report, computation of Cash Collateral Payment or any other information or report delivered by or on behalf of the Servicer, which shall have been false, incorrect or misleading in any material respect when made or deemed made or delivered, as the case may be, or the failure of the Servicer to comply with any applicable law, rule or regulation with respect to any Receivable or the related Contract and Invoice. Notwithstanding the foregoing, in no event shall any Indemnified Party be awarded any Indemnified Amounts (a) to the extent determined non-appealable judgment by a court of competent jurisdiction to have resulted from the actions of the Servicer in performing its duties under the Transaction Documents strictly as Servicer thereunder constituting fraud, bad faith or willful misconduct (any such action, a “Servicer Breach”), excluding, however, Indemnified Amounts payable to an Indemnified Party (i) determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from the gross negligence or willful misconduct on the part of such any Indemnified Party or its agent or subcontractor, (bii) as recourse for resulting from the performance of the Loan Assets (including without limitation any change in the market value of such Loan Asset) unless such performance has resulted in a loss and was caused by a Servicer Breach, (iii) any loss in value of any Permitted Investment and (iv) in respect of Taxes (other than Taxes that represent losses or damages arising from a non-Tax claim); provided that the Servicer shall not have any liability hereunder to any Indemnified Amounts Party to the extent an Indemnified Party effects any settlement of a matter that is (or could be) subject to indemnification hereunder without the same includes losses in respect of Receivables which are uncollectible on account prior written consent of the insolvencyServicer (which consent shall not be unreasonably withheld or delayed), bankruptcy but if settled with such consent or lack if there be a final judgment for the plaintiff, the Servicer agrees to indemnify the Indemnified Party from and against any loss or liability by reason of creditworthiness of such settlement or judgment to the related Obligor. If for any reason the indemnification provided above extent set forth in this Section 13.2 (and subject to the exceptions set forth therein) is unavailable to an Indemnified Party or is insufficient to hold an Indemnified Party harmless, then 8.02. In no case shall the Servicer shall contribute to the amount paid be responsible for any Indemnified Party’s lost revenues or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerationslost profits.

Indemnities by Servicer. Without limiting any other rights which any Indemnified Party may have hereunder or under applicable law, the Servicer hereby agrees to indemnify each of the Indemnified Parties forthwith on demand, from and against any and all Indemnified Amounts awarded against or incurred by any of them arising out of or relating to the Servicer’s performance of, or failure to perform, any of its obligations under or in connection with any Transaction Document, or any representation or warranty made by the Servicer (or any of its officers) under or in connection with any Transaction Document, any Monthly Report, Weekly Report, computation of Cash Collateral Payment Information Package or any other information or report delivered by or on behalf of the Servicer, which shall have been false, incorrect or misleading in any material respect when made or deemed made or delivered, as the case may be, or the failure of the Servicer to comply with any applicable law, rule or regulation with respect to any Receivable or the related Contract and InvoiceContract. Notwithstanding the foregoing, in no event shall any Indemnified Party be awarded any Indemnified Amounts (a) to the extent determined by a court of competent jurisdiction to have resulted from gross negligence or willful misconduct on the part of such Indemnified Party or Party, (b) as recourse for Indemnified Amounts to the extent the same includes losses in respect of Receivables which are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor, (c) that represent taxes based upon, or measured by, net income, of changes in the rate of tax or as determined by reference to the overall net income, of such Indemnified Party, (d) that represent franchise taxes, taxes on, or in the nature of, doing business taxes or capital taxes or (e) that represent withholding taxes required for payments made to any foreign entity which, at the time such foreign entity issues its Commitment or Liquidity Commitment or becomes an assignee of a Lender hereunder, fails to deliver to the Agent and the Borrower an accurate IRS Form W-8 BEN or W-8 ECI, as applicable. If for any reason the indemnification provided above in this Section 13.2 (and subject to the exceptions set forth therein) is unavailable to an Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Servicer shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations.

Indemnities by Servicer. Without limiting any other rights which any Indemnified Party may have hereunder or under applicable law, the Servicer hereby agrees to indemnify each of the Purchaser (together with its officers, directors, agents, representatives, shareholders, counsel and employees, each, an “Indemnified Parties forthwith on demand, Party”) from and against any and all claims, losses and liabilities (including, without limitation, reasonable attorneys’ fees) (all of the foregoing being collectively referred to as “Indemnified Amounts awarded against or incurred by any of them Amounts”) arising out of or relating to the Servicer’s performance of, or failure to perform, resulting from any of its obligations under or in connection with any Transaction Document, or the following: (i) any representation or warranty made by the Servicer (or any of its respective officers) under or in connection with any Transaction Document, any Monthly Report, Weekly Report, computation of Cash Collateral Payment or any other information or report delivered by or on behalf of this Agreement (except with respect to the Servicer, Purchased Receivables) which shall have been false, incorrect or misleading in any material respect when made or deemed made or delivered, as the case may be, or made; (ii) the failure of the by Servicer to comply with any applicable law, rule or regulation with respect to any Receivable Purchased Receivable; (iii) any failure by Servicer or the related Contract and Invoice. Notwithstanding the foregoingOriginator to perform its duties or obligations hereunder in accordance with this Agreement or under any other Transaction Document to which it is a party, in no event shall or any claim brought by any Person other than an Indemnified Party be awarded arising from Servicer’s collection activities; or (iv) except as otherwise expressly provided in this Agreement or in any Indemnified Amounts (a) of the other Transaction Documents, the commingling by the Servicer of Collections at any time with other funds of the Servicer or any other Person. The foregoing indemnification shall not apply in the case any claims, losses or liabilities to the extent resulting solely from (A) the gross negligence or willful misconduct of an Indemnified Party as determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from gross negligence or willful misconduct on the part of such Indemnified Party or jurisdiction, (bB) as recourse for Indemnified Amounts to the extent the same includes losses in respect of Receivables which are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness credit worthiness of the related Obligor. If for any reason Account Debtor or an Account Debtor Insolvency Event or (C) (w) enforcement or similar actions of the indemnification provided above Purchaser with respect to a related Purchased Receivable as against the Account Debtor and which (as determined in this Section 13.2 a final non appealable judgment by a court of competent jurisdiction) are in material violation of applicable law relating to such action, (and subject to x) a Dispute or Dilution by the exceptions set forth therein) is unavailable to an Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Servicer shall contribute to the amount paid or payable by such Indemnified Party Account Debtor not as a result of anything relating to the product or service provided to such lossAccount Debtor by the Originator, claimSeller or Servicer, damage but solely as a result of a separate and distinct transaction or liability in such proportion as is appropriate to reflect not only agreement between the relative benefits received by such Indemnified Party on the one hand Account Debtor and the Servicer on Purchaser and not in any way related to this Agreement or the other hand but also transactions contemplated hereby (y) taxes imposed upon Purchaser under FATCA, or (z) with respect to the relative fault occurrence of any of the events set forth in clause (iii) or (iv) above, to the extent such Indemnified Party as well as any other relevant equitable considerationsPurchased Receivable has been repurchased by the Seller. Amounts due hereunder shall accrue interest at the Delinquent Rate.

Indemnities by Servicer. (a) Without limiting any other rights which any Indemnified Party may have hereunder or under applicable law, the Servicer hereby agrees to indemnify each of the Indemnified Parties forthwith on demand, from and against any and all Indemnified Amounts awarded against or incurred by any of them arising out of or relating to (i) the Servicer’s 's performance of, or failure to perform, any of its obligations under or in connection with any Transaction Document, or (ii) any representation or warranty made by the Servicer (or any of its officers) under or in connection with any Transaction Document, any Monthly Report, Weekly Report, computation of Cash Collateral Payment Report or any other information or report delivered by or on behalf of the Servicer, which shall have been false, incorrect or misleading in any material respect when made or deemed made or delivered, as the case may be, or (iii) the failure of the Servicer to comply with any applicable law, rule or regulation with respect to any Receivable or the related Contract and InvoiceInvoice or (iv) any commingling of any funds by the Servicer relating to the Receivables with any of its funds or the funds of any other Person. Notwithstanding the foregoing, in no event shall any Indemnified Party be awarded indemnified from and against any and all (i) Indemnified Amounts (a) to the extent determined by a court of competent jurisdiction to have resulted from gross negligence or willful misconduct on the part of such Indemnified Party Party, (ii) taxes imposed by the jurisdiction in which such Indemnified Party's principal executive office is located, on or measured by the overall net income of such Indemnified Party; and or (biii) recourse (except as recourse otherwise specifically provided in this Agreement) for Indemnified Amounts to the extent the same includes losses in respect of Receivables that were Eligible Receivables on the date such Receivables were purchased by the Borrower which are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor. If for any reason the indemnification provided above in this Section 13.2 (and subject to the exceptions set forth therein) is unavailable to an Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Servicer shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations.

Indemnities by Servicer. Without limiting any other rights which any Indemnified Party may have hereunder or under applicable law, the Servicer hereby agrees to indemnify each of the Indemnified Parties forthwith on demand, from and against any and all Indemnified Amounts awarded against or incurred by any of them arising out of or relating to the Servicer’s performance of, or failure to perform, any of its obligations under or in connection with any Transaction Document, or any representation or warranty made by the Servicer (or any of its officers) under or in connection with any Transaction Document, any Monthly Report, Weekly Report, computation of Cash Collateral Payment or any other information or report delivered by or on behalf of the Servicer, which shall have been false, incorrect or misleading in any material respect when made or deemed made or delivered, as the case may 58 be, or the failure of the Servicer to comply with any applicable law, rule or regulation with respect to any Receivable or the related Contract and Invoice. Notwithstanding the foregoing, in no event shall any Indemnified Party be awarded any Indemnified Amounts (a) to the extent determined by a court of competent jurisdiction to have resulted from gross negligence or willful misconduct on the part of such Indemnified Party or (b) as recourse for Indemnified Amounts to the extent the same includes losses in respect of Receivables which are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor. If for any reason the indemnification provided above in this Section 13.2 (and subject to the exceptions set forth therein) is unavailable to an Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Servicer shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations.

Indemnities by Servicer. Without limiting any other rights which any Indemnified Party may have hereunder or under applicable law, the Servicer hereby agrees to indemnify each of the Indemnified Parties forthwith on demand, from and against any and all Indemnified Amounts (including, without limitation, losses arising from a loss of coverage under the Insurance Policy) awarded against or incurred by any of them arising out of or relating to the Servicer’s 's performance of, or failure to perform, any of its obligations under or in connection with any Transaction DocumentDocument (including, without limitation, the Insurance Policy), or any representation or warranty made by the Servicer (or any of its officers) under or in connection with any Transaction Document, any Monthly Report, Weekly Report, computation of Cash Collateral Payment Document or any other information or report delivered by or on behalf of the Servicer, which shall have been false, incorrect or misleading in any material respect when made or deemed made or delivered, as the case may be, or the failure of the Servicer to comply with any applicable law, rule or regulation with respect to any Pool Receivable or the related Contract and InvoiceContract. Notwithstanding the foregoing, in no event shall any Indemnified Party be awarded any Indemnified Amounts (a) to the extent determined by a court of competent jurisdiction to have resulted from gross negligence or willful misconduct on the part of such Indemnified Party or (b) as recourse for Indemnified Amounts (except as otherwise specifically provided in this Agreement) to Servicer for non-payment of the Pool Receivables due to the extent the same includes losses in respect of Receivables which are uncollectible on account credit problems of the insolvency, bankruptcy or lack of creditworthiness of the related ObligorObligors thereof. If for any reason the indemnification provided above in this Section 13.2 13.02 (and subject to the exceptions set forth therein) is unavailable to an Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Servicer shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations.

Indemnities by Servicer. Without limiting any other rights which any Indemnified Party may have hereunder or under applicable law, the Servicer hereby agrees to indemnify each of the Indemnified Parties forthwith on demand, from and against any and all Indemnified Amounts awarded against or incurred by any of them arising out of or relating to the Servicer’s 's performance of, or failure to perform, any of its obligations under or in connection with any Transaction Document, or any representation or warranty made by the Servicer (or any of its officers) under or in connection with any Transaction Document, any Monthly Report, Weekly Report, computation of Cash Collateral Payment Information Package or any other information or report delivered by or on behalf of the Servicer, which shall have been false, incorrect or misleading in any material respect when made or deemed made or delivered, as the case may be, or the failure of the Servicer to comply with any applicable law, rule or regulation with respect to any Receivable or the related Contract and and/or Invoice. Notwithstanding the foregoing, in no event shall any Indemnified Party be awarded any Indemnified Amounts (a) to the extent determined by a court of competent jurisdiction to have resulted from gross negligence or willful misconduct on the part of such Indemnified Party or (b) as recourse for Indemnified Amounts to the extent the same includes losses in respect of Receivables which are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor. If for any reason the indemnification provided above in this Section SECTION 13.2 (and subject to the exceptions set forth therein) is unavailable to an Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Servicer shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations.

Indemnities by Servicer. Without limiting any other rights which any Indemnified Party may have hereunder or under applicable law, the Servicer hereby agrees to indemnify each of the Indemnified Parties forthwith on demand, from and against any and all claims, losses and liabilities (including, without limitation, reasonable attorneys’ fees) (all of the foregoing being collectively referred to as “Indemnified Amounts awarded against or incurred by any of them Amounts”) arising out of or relating to the Servicer’s performance of, or failure to perform, resulting from any of its obligations under or in connection with any Transaction Document, or the following: (i) any representation or warranty made by the Servicer (or any of its respective officers) under or in connection with any Transaction Document, any Monthly Report, Weekly Report, computation of Cash Collateral Payment or any other information or report delivered by or on behalf of this Agreement (except with respect to the Servicer, Purchased Receivables) which shall have been false, incorrect or misleading in any material respect when made or deemed made or delivered, as the case may be, or made; (ii) the failure of the by Servicer to comply with any applicable law, rule or regulation with respect to any Receivable Purchased Receivable; (iii) any failure by Servicer or the related Contract and Invoice. Notwithstanding the foregoingOriginator to perform its duties or obligations hereunder in accordance with this Agreement or under any other Transaction Document to which it is a party, in no event shall or any claim brought by any Person other than an Indemnified Party be awarded arising from Servicer’s collection activities; or (iv) except as otherwise expressly provided in this Agreement or in any Indemnified Amounts (a) of the other Transaction Documents, the commingling by the Servicer of Collections at any time with other funds of the Servicer or any other Person. The foregoing indemnification shall not apply in the case any claims, losses or liabilities to the extent resulting solely from (A) the gross negligence or willful misconduct of the Indemnified Party making a claim hereunder as determined in a final non- appealable judgment by a court of competent jurisdiction to have resulted from gross negligence or willful misconduct on the part of such Indemnified Party or jurisdiction, (bB) as recourse for Indemnified Amounts to the extent the same includes losses in respect of Receivables which are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness credit worthiness of the related Obligor. If for any reason Account Debtor or an Account Debtor Insolvency Event or (C) (w) enforcement or similar actions of such Purchaser with respect to a related Purchased Receivable as against the indemnification provided above Account Debtor and which (as determined in this Section 13.2 a final non appealable judgment by a court of competent jurisdiction) are in material violation of applicable law relating to such action, (and subject to x) a Dispute or Dilution by the exceptions set forth therein) is unavailable to an Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Servicer shall contribute to the amount paid or payable by such Indemnified Party Account Debtor not as a result of anything relating to the product or service provided to such lossAccount Debtor by the Originator, claimSeller or Servicer, damage but solely as a result of a separate and distinct transaction or liability agreement between the Account Debtor and a Purchaser and not in any way related to this Agreement or the transactions contemplated hereby (y) taxes imposed upon a Purchaser under FATCA, or (z) with respect to the occurrence of any of the events set forth in clause (iii) or (iv) above, to the extent such proportion as is appropriate to reflect not only Purchased Receivable has been repurchased by the relative benefits received by such Indemnified Party on Seller. Amounts due hereunder shall accrue interest at the one hand and the Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations.Delinquent Rate. (c)

Indemnities by Servicer. Without limiting any other rights which any Indemnified Party may have hereunder or under applicable law, the Servicer hereby agrees to indemnify each of the Purchaser (together with its officers, directors, agents, representatives, shareholders, counsel and employees, each, an “Indemnified Parties forthwith on demand, Party”) from and against any and all claims, losses and liabilities (including, without limitation, reasonable attorneys’ fees) (all of the foregoing being collectively referred to as “Indemnified Amounts awarded against or incurred by any of them Amounts”) arising out of or relating to the Servicer’s performance of, or failure to perform, resulting from any of its obligations under or in connection with any Transaction Document, or the following: (i) any representation or warranty made by the Servicer (or any of its respective officers) under or in connection with any Transaction Document, any Monthly Report, Weekly Report, computation of Cash Collateral Payment or any other information or report delivered by or on behalf of this Agreement (except with respect to the Servicer, Purchased Receivables) which shall have been false, incorrect or misleading in any material respect when made or deemed made or delivered, as the case may be, or made; (ii) the failure of the by Servicer to comply with any applicable law, rule or regulation with respect to any Receivable Purchased Receivable; (iii) any failure by Servicer to perform its duties or the related Contract and Invoice. Notwithstanding the foregoing, obligations as Servicer hereunder in no event shall accordance with this Agreement or any claim brought by any Person other than an Indemnified Party be awarded arising from Servicer’s collection activities; or (iv) the commingling by the Servicer of Collections at any Indemnified Amounts (a) time with other funds of the Servicer or any other Person. 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 of an Indemnified Party as determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from gross negligence or willful misconduct on the part of such Indemnified Party or jurisdiction, (bii) as recourse for Indemnified Amounts to the extent the same includes losses in respect of Receivables which are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness credit worthiness of the related Obligor. If for any reason Account Debtor or an Account Debtor Insolvency Event or (iii) (x) enforcement or similar actions of the indemnification provided above Purchaser with respect to a related Purchased Receivable as against the Account Debtor and which (as determined in this Section 13.2 a final non appealable judgment by a court of competent jurisdiction) are in material violation of applicable law relating to such action or (and subject to y) a Dispute or Dilution by the exceptions set forth therein) is unavailable to an Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Servicer shall contribute to the amount paid or payable by such Indemnified Party Account Debtor not as a result of anything relating to the product or service provided to such lossAccount Debtor by the Originator, claimSeller or Servicer, damage but solely as a result of a separate and distinct transaction or liability in such proportion as is appropriate to reflect not only agreement between the relative benefits received by such Indemnified Party on the one hand Account Debtor and the Servicer on Purchaser and not in any way related to this Agreement or the other hand but also transactions contemplated hereby. Amounts due hereunder shall accrue interest at the relative fault of such Indemnified Party as well as any other relevant equitable considerationsDelinquent Rate.

Indemnities by Servicer. Without limiting any other rights which any Indemnified Party may have hereunder or under applicable law, the Servicer hereby agrees to indemnify each of the Indemnified Parties forthwith on demand, from and against any and all claims, losses and liabilities (including, without limitation, reasonable attorneys’ fees) (all of the foregoing being collectively referred to as “Indemnified Amounts awarded against or incurred by any of them Amounts”) arising out of or relating to the Servicer’s performance of, or failure to perform, resulting from any of its obligations under or in connection with any Transaction Document, or the following: (i) any representation or warranty made by the Servicer (or any of its respective officers) under or in connection with any Transaction Document, any Monthly Report, Weekly Report, computation of Cash Collateral Payment or any other information or report delivered by or on behalf of this Agreement (except with respect to the Servicer, Purchased Receivables) which shall have been false, incorrect or misleading in any material respect when made or deemed made or delivered, as the case may be, or made; (ii) the failure of the by Servicer to comply with any applicable law, rule or regulation with respect to any Receivable Purchased Receivable; (iii) any failure by Servicer or the related Contract and Invoice. Notwithstanding the foregoingOriginator to perform its duties or obligations hereunder in accordance with this Agreement or under any other Transaction Document to which it is a party, in no event shall or any claim brought by any Person other than an Indemnified Party be awarded arising from Servicer’s collection activities; or (iv) except as otherwise expressly provided in this Agreement or in any Indemnified Amounts (a) of the other Transaction Documents, the commingling by the Servicer of Collections at any time with other funds of the Servicer or any other Person. The foregoing indemnification shall not apply in the case any claims, losses or liabilities to the extent resulting solely from (A) the gross negligence or willful misconduct of the Indemnified Party making a claim hereunder as determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from gross negligence or willful misconduct on the part of such Indemnified Party or jurisdiction, (bB) as recourse for Indemnified Amounts to the extent the same includes losses in respect of Receivables which are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness credit worthiness of the related Obligor. If for any reason Account Debtor or an Account Debtor Insolvency Event or (C) (w) enforcement or similar actions of such Purchaser with respect to a related Purchased Receivable as against the indemnification provided above Account Debtor and which (as determined in this Section 13.2 a final non appealable judgment by a court of competent jurisdiction) are in material violation of applicable law relating to such action, (and subject to x) a Dispute or Dilution by the exceptions set forth therein) is unavailable to an Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Servicer shall contribute to the amount paid or payable by such Indemnified Party Account Debtor not as a result of anything relating to the product or service provided to such lossAccount Debtor by the Originator, claimSeller or Servicer, damage but solely as a result of a separate and distinct transaction or liability agreement between the Account Debtor and a Purchaser and not in any way related to this Agreement or the transactions contemplated hereby (y) taxes imposed upon a Purchaser under FATCA, or (z) with respect to the occurrence of any of the events set forth in clause (iii) or (iv) above, to the extent such proportion as is appropriate to reflect not only Purchased Receivable has been repurchased by the relative benefits received by such Indemnified Party on Seller. Amounts due hereunder shall accrue interest at the one hand and the Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations.Delinquent Rate. (c)

Indemnities by Servicer. Without limiting any other rights which any Indemnified Party may have hereunder or under applicable law, the Servicer hereby agrees to indemnify each of the Indemnified Parties forthwith on demand, from and against any and all claims, losses and liabilities (including, without limitation, reasonable attorneys’ fees) (all of the foregoing being collectively referred to as “Indemnified Amounts awarded against or incurred by any of them Amounts”) arising out of or relating to the Servicer’s performance of, or failure to perform, resulting from any of its obligations under or in connection with any Transaction Document, or the following: (i) any representation or warranty made by the Servicer (or any of its respective officers) under or in connection with any Transaction Document, any Monthly Report, Weekly Report, computation of Cash Collateral Payment or any other information or report delivered by or on behalf of this Agreement (except with respect to the Servicer, Purchased Receivables) which shall have been false, incorrect or misleading in any material respect when made or deemed made or delivered, as the case may be, or made; (ii) the failure of the by Servicer to comply with any applicable law, rule or regulation with respect to any Receivable Purchased Receivable; (iii) any failure by Servicer or the related Contract and Invoice. Notwithstanding the foregoingOriginator to perform its duties or obligations hereunder in accordance with this Agreement or under any other Transaction Document to which it is a party, in no event shall or any claim brought by any Person other than an Indemnified Party be awarded arising from Servicer’s collection activities; or (iv) except as otherwise expressly provided in this Agreement or in any Indemnified Amounts (a) of the other Transaction Documents, the commingling by the Servicer of Collections at any time with other funds of the Servicer or any other Person. The foregoing indemnification shall not apply in the case any claims, losses or liabilities to the extent resulting solely from (A) the gross negligence or willful misconduct of the Indemnified Party making a claim hereunder as determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from gross negligence or willful misconduct on the part of such Indemnified Party or jurisdiction, (bB) as recourse for Indemnified Amounts to the extent the same includes losses in respect of Receivables which are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness credit worthiness of the related Obligor. If for any reason Account Debtor or an Account Debtor Insolvency Event or (C) (w) enforcement or similar actions of such Purchaser with respect to a related Purchased Receivable as against the indemnification provided above Account Debtor and which (as determined in this Section 13.2 a final non appealable judgment by a court of competent jurisdiction) are in material violation of applicable law relating to such action, (and subject to x) a Dispute or Dilution by the exceptions set forth therein) is unavailable to an Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Servicer shall contribute to the amount paid or payable by such Indemnified Party Account Debtor not as a result of anything relating to the product or service provided to such lossAccount Debtor by the Originator, claimSeller or Servicer, damage but solely as a result of a separate and distinct transaction or liability agreement between the Account Debtor and a Purchaser and not in any way related to this Agreement or the transactions contemplated hereby (y) taxes imposed upon a Purchaser under FATCA, or (z) with respect to the occurrence of any of the events set forth in clause (iii) or (iv) above, to the extent such proportion as is appropriate to reflect not only Purchased Receivable has been repurchased by the relative benefits received by such Indemnified Party on Seller. Amounts due hereunder shall accrue interest at the one hand and the Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerationsDelinquent Rate.

Indemnities by Servicer. (a) Without limiting any other rights which any Indemnified Party may have hereunder or under applicable law, the Servicer (if LEAF Financial or one of its Affiliates) hereby agrees to indemnify and defend each of the Indemnified Parties forthwith on demand, Party from and against any and all damages, losses, claims, liabilities and related costs and expenses (including reasonable attorneys’ fees and disbursements) (all of the foregoing being collectively referred to as “Servicer Indemnified Amounts awarded against Amounts”) suffered or incurred sustained by any Indemnified Party as a consequence of them arising out of or relating to the Servicer’s performance of, or failure to perform, any of its obligations under or in connection with any Transaction Documentthe following, or any representation or warranty made by the Servicer excluding, however, (or any of its officersA) under or in connection with any Transaction Document, any Monthly Report, Weekly Report, computation of Cash Collateral Payment or any other information or report delivered by or on behalf of the Servicer, which shall have been false, incorrect or misleading in any material respect when made or deemed made or delivered, as the case may be, or the failure of the Servicer to comply with any applicable law, rule or regulation with respect to any Receivable each of Lyon (in its capacity as the Backup Servicer or as a successor Servicer), the related Contract Custodian, the Agent’s Bank and Invoice. Notwithstanding the foregoingits Affiliates, in no event shall any Indemnified Party be awarded any Servicer Indemnified Amounts (a) to the extent determined by a court of competent jurisdiction to have resulted resulting solely from gross negligence any negligence, bad faith or willful misconduct on the part of such Indemnified Party or (bB) as recourse for excluding, with respect to any other Indemnified Party, Servicer Indemnified Amounts resulting solely from any gross negligence, bad faith or willful misconduct of such Indemnified Party claiming indemnification hereunder, or (C) resulting from any income or franchise taxes incurred by any Indemnified Party arising out of or as a result of this Agreement or (D) to the extent that providing such indemnity would constitute recourse for losses due to the same includes losses in respect uncollectability of any Pledged Receivables which are uncollectible on account of due to the insolvency, bankruptcy or lack of creditworthiness financial inability or refusal to pay of the related Obligor. If for Obligor arising or occurring at any reason time after the indemnification provided above in this Section 13.2 date of its Conveyance under (and subject to as defined in) the exceptions set forth therein) is unavailable to an Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Servicer shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand Purchase and the Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations.Contribution Agreement:

Indemnities by Servicer. Without limiting any other rights which any Indemnified Party may have hereunder or under applicable law, the Servicer hereby agrees to indemnify each of the Indemnified Parties forthwith on demand, from and against any and all Indemnified Amounts awarded against or incurred by any of them arising out of or relating to the Servicer’s 's performance of, or failure to perform, any of its obligations under or in connection with any Transaction Document, or any representation or warranty made by the Servicer (or any of its officers) under or in connection with any Transaction Document, any Monthly Report, Weekly Report, computation of Cash Collateral Payment or any other information or report delivered by or on behalf of the Servicer, which shall have been false, incorrect or misleading in any material respect when made or deemed made or delivered, as the case may be, or the failure of the Servicer to comply with any applicable law, rule or regulation with respect to any Receivable or the related Contract and Invoice. Notwithstanding the foregoing, in no event shall any Indemnified Party be awarded any Indemnified Amounts (a) to the extent determined by a court of competent jurisdiction to have resulted from gross negligence or willful misconduct on the part of such Indemnified Party or (b) as recourse for Indemnified Amounts to the extent the same includes losses in respect of Receivables which are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor. If for any reason the indemnification provided above in this Section 13.2 (and subject to the exceptions set forth therein) is unavailable to an Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Servicer shall contribute to the amount paid or 55 payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations.

Indemnities by Servicer. (a) Without limiting any other rights which any Indemnified Party may have hereunder or under applicable law, the Servicer hereby agrees to indemnify each of the Indemnified Parties forthwith on demand, from and against any and all Indemnified Amounts awarded against or incurred by any of them arising out of or relating to (i) the Servicer’s 's performance of, or failure to perform, any of its obligations under or in connection with any Transaction Document, or (ii) any representation or warranty made by the Servicer (or any of its officers) under or in connection with any Transaction Document, any Monthly Report, Weekly Report, computation of Cash Collateral Payment or any other information or report delivered by or on behalf of the Servicer, which shall have been false, incorrect or misleading in any material respect when made or deemed made or delivered, as the case may be, or (iii) the failure of the Servicer to comply with any applicable law, rule or regulation with respect to any Receivable or the related Contract and InvoiceInvoice or (iv) any commingling of any funds by the Servicer relating to the Receivables with any of its funds or the funds of any other Person. Notwithstanding the foregoing, in no event shall any Indemnified Party be awarded indemnified from and against any and all (i) Indemnified Amounts (a) to the extent determined by a court of competent jurisdiction to have resulted from gross negligence or willful misconduct on the part of such Indemnified Party Party, (ii) taxes imposed by the jurisdiction in which such Indemnified Party's principal executive office is located, on or measured by the overall net income of such Indemnified Party; and or (biii) recourse (except as recourse otherwise specifically provided in this Agreement) for Indemnified Amounts to the extent the same includes losses in respect of Receivables that were Eligible Receivables on the date such Receivables were purchased by the Borrower which are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor. If for any reason the indemnification provided above in this Section 13.2 (and subject to the exceptions set forth therein) is unavailable to an Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Servicer shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations.

Indemnities by Servicer. (a) Without limiting any other rights which any Indemnified Party may have hereunder or under applicable lawApplicable Law, the Servicer hereby agrees to indemnify each of the Indemnified Parties forthwith on demand, Party from and against any and all Indemnified Amounts Amounts, awarded against or incurred by any of them Indemnified Party arising out of or relating to the Servicer’s performance of, or failure to perform, any of its obligations under or in connection with any (i) acts or omissions of the Servicer constituting bad faith, gross negligence or willful misconduct on the part of the Servicer in connection with this Agreement, any other Transaction DocumentDocument or any transaction contemplated hereby or thereby, or (ii) breach of any representation or warranty made under this Agreement or any other Transaction Document by the Servicer or (or any of its officersiii) under or in connection with any Transaction Document, any Monthly Report, Weekly Report, computation of Cash Collateral Payment or any other information or report delivered failure by or on behalf of the Servicer, which shall have been false, incorrect or misleading in any material respect when made or deemed made or delivered, as the case may be, or the failure of the Servicer to comply with any applicable lawterm, rule provision or regulation with respect covenant contained in this Agreement or any other Transaction Document; provided that Indemnified Amounts shall not be available to any Receivable or the related Contract and Invoice. Notwithstanding the foregoing, in no event shall any an Indemnified Party be awarded any to the extent that such Indemnified Amounts (ax) to the extent are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted solely from the gross negligence or willful misconduct on the part of such Indemnified Party claiming indemnification hereunder, (y) resulting from the performance of the Loan Assets (including without limitation any change in the market value of such Loan Asset) unless such loss resulting from the performance of such Loan Asset is due to the action or inaction of the Servicer arising in connection with any of the items described in sub-clauses (i), (ii) or (biii) as recourse for Indemnified Amounts above of this clause (a), or (z) to the extent that any such Indemnified Amounts result from a claim solely between or among Lenders and not arising out of any act or omission on the same includes losses in respect of Receivables which are uncollectible on account part of the insolvency, bankruptcy or lack of creditworthiness of Servicer. In no case shall the related Obligor. If Servicer be responsible for any reason the indemnification provided above in this Indemnified Party’s lost revenues or lost profits. This Section 13.2 (and subject 8.02 shall not apply with respect to the exceptions set forth therein) is unavailable to an Indemnified Party or is insufficient to hold an Indemnified Party harmlessTaxes other than any Taxes that represent losses, then the Servicer shall contribute to the amount paid or payable by such Indemnified Party as a result of such lossclaims, damages, etc. arising from any non-Tax claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations.

Indemnities by Servicer. Without limiting any other rights which any Indemnified Party may have hereunder or under applicable law, the Servicer hereby agrees to indemnify each of the Indemnified Parties forthwith on demand, from and against any and all Indemnified Amounts awarded against or incurred by any of them arising out of or relating to the Servicer’s 's performance of, or failure to perform, any of its obligations under or in connection with any Transaction Document, or any representation or warranty made by the Servicer (or any of its officers) under or in connection with any Transaction Document, any Monthly Report, Weekly Report, computation of Cash Collateral Payment Information Package or any other information or report delivered by or on behalf of the Servicer, which shall have been false, incorrect or misleading in any material respect when made or deemed made or delivered, as the case may be, or the failure of the Servicer to comply with any applicable law, rule or regulation with respect to any Receivable or the related Contract and InvoiceContract. Notwithstanding the foregoing, in no event shall any Indemnified Party be awarded any Indemnified Amounts (a) to the extent determined by a court of competent jurisdiction to have resulted from gross negligence or willful misconduct on the part of such Indemnified Party or Party, (b) as recourse for Indemnified Amounts to the extent the same includes losses in respect of Receivables which are uncollectible on account of the insolvency, bankruptcy or -42- lack of creditworthiness of the related Obligor, (c) that represent taxes based upon, or measured by, net income, of changes in the rate of tax or as determined by reference to the overall net income, of such Indemnified Party, (d) that represent franchise taxes, taxes on, or in the nature of, doing business taxes or capital taxes or (e) that represent withholding taxes required for payments made to any foreign entity which, at the time such foreign entity issues its Commitment or Liquidity Commitment or becomes an assignee of a Lender hereunder, fails to deliver to the Agent and the Borrower an accurate IRS Form W-8 BEN or W-8 ECI, as applicable. If for any reason the indemnification provided above in this Section 13.2 (and subject to the exceptions set forth therein) is unavailable to an Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Servicer shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations.

Indemnities by Servicer. (a) Without limiting any other rights which any Indemnified Party may have hereunder or under applicable law, the Servicer hereby agrees to indemnify each of the Indemnified Parties forthwith on demand, from and against any and all Indemnified Amounts awarded against or incurred by any of them arising out of or relating to (i) the Servicer’s performance of, or failure to perform, any of its obligations under or in connection with any Transaction Document, or (ii) any representation or warranty made by the Servicer (or any of its officers) under or in connection with any Transaction Document, any Monthly Report, Weekly Report, computation of Cash Collateral Payment Report or any other information or report delivered by or on behalf of the Servicer, which shall have been false, incorrect or misleading in any material respect when made or deemed made or delivered, as the case may be, or (iii) the failure of the Servicer to comply with any applicable law, rule or regulation with respect to any Receivable or the related Contract and InvoiceInvoice or (iv) any commingling of any funds by the Servicer relating to the Receivables with any of its funds or the funds of any other Person. Notwithstanding the foregoing, in no event shall any Indemnified Party be awarded indemnified from and against any and all (i) Indemnified Amounts (a) to the extent determined by a court of competent jurisdiction to have resulted from gross negligence or willful misconduct on the part of such Indemnified Party Party, (ii) Excluded Taxes; and or (biii) recourse (except as recourse otherwise specifically provided in this Agreement) for Indemnified Amounts to the extent the same includes losses in respect of Receivables that were Eligible Receivables on the date such Receivables were purchased by the Borrower which are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor. If for any reason the indemnification provided above in this Section 13.2 (Second Amended and subject to the exceptions set forth therein) is unavailable to an Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Servicer shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand Restated Credit and the Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations.Security Agreement

Indemnities by Servicer. Without limiting any other rights which any Indemnified Party may have hereunder or under applicable law, the Servicer hereby agrees to indemnify each of the Indemnified Parties forthwith on demand, from and against any and all Indemnified Amounts awarded against or incurred by any of them arising out of or relating to the Servicer’s performance of, or failure to perform, any of its obligations under or in connection with any Transaction Document, or any representation or warranty made by the Servicer (or any of its officers) under or in connection with any Transaction Document, any Monthly Report, Weekly Report, computation of Cash Collateral Payment Settlement Report or any other information or report delivered by or on behalf of the Servicer, which shall have been false, incorrect or misleading in any material respect when made or deemed made or delivered, as the case may be, or the failure of the Servicer to comply with any applicable law, rule or regulation with respect to any Receivable or the related Contract and InvoiceContract. Notwithstanding the foregoing, in no event shall any Indemnified Party be awarded any Indemnified Amounts (a) to the extent determined by a court of competent 48 jurisdiction to have resulted from gross negligence or willful misconduct on the part of such Indemnified Party or (b) as recourse for Indemnified Amounts to the extent the same includes losses in respect of Receivables which are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related ObligorDefaulted Receivables. If for any reason the indemnification provided above in this Section 13.2 (and subject to the exceptions set forth therein) is unavailable to an Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Servicer shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations.

Indemnities by Servicer. Without limiting any other rights which any Indemnified Party may have hereunder or under applicable law, the Servicer hereby agrees to indemnify each of the Indemnified Parties forthwith on demand, from and against any and all Indemnified Amounts awarded against or incurred by any of them arising out of or relating to the Servicer’s 's performance of, or failure to perform, any of its obligations under or in connection with any Transaction Document, or any representation or warranty made by the Servicer (or any of its officers) under or in connection with any Transaction Document, any Monthly Report, Weekly Report, computation of Cash Collateral Payment Document or any other information or report delivered by or on behalf of the Servicer, which shall have been false, incorrect or misleading in any material respect when made or deemed made or delivered, as the case may be, or the failure of the Servicer to comply with any applicable law, rule or regulation with respect to any Pool Receivable or the related Contract and InvoiceContract. Notwithstanding the foregoing, in no event shall any Indemnified Party be awarded any Indemnified Amounts (a) to the extent determined by a court of competent jurisdiction to have resulted from gross negligence or willful misconduct on the part of such Indemnified Party or (b) as recourse for Indemnified Amounts (except as otherwise specifically provided in this Agreement) to Servicer for non-payment of the Pool Receivables due to the extent the same includes losses in respect of Receivables which are uncollectible on account credit problems of the insolvency, bankruptcy or lack of creditworthiness of the related ObligorObligors thereof. If for any reason the indemnification provided above in this Section 13.2 13.02 (and subject to the exceptions set forth therein) is unavailable to an Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Servicer shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations.