Common use of Indemnities by the Issuer Clause in Contracts

Indemnities by the Issuer. Without limiting any other rights which the Deal Agents, the Purchasers or any of their respective Affiliates, officers, directors, employees and/or agents thereof or their respective successors and assigns may have hereunder or under applicable law, the Issuer hereby agrees to indemnify each of the Deal Agents, the Purchasers and each of their respective officers, directors, employees, counsel and agents thereof (each, an “Indemnified Party”) from and against any and all liabilities, losses, damages, costs and expenses (including reasonable and documented, out-of-pocket costs of defense and legal fees and expenses) which may be incurred or suffered by such Indemnified Party, except to the extent caused by the gross negligence or willful misconduct of the Indemnified Party (all of the foregoing being collectively referred to as “Indemnified Amounts”) as a result of claims, actions, suits or judgments asserted or imposed against an Indemnified Party and arising out of this Agreement and the Transaction Documents or the transactions contemplated thereby or the ownership or security interest in any Transferred Assets as contemplated herein including, without limitation, as a result of (i) an action or inaction by the Issuer that is contrary to the terms of this Agreement or any other Transaction Document to which it is a party, (ii) a breach by the Issuer of any of its covenants and agreements set forth in this Agreement or any other Transaction Document to which it is a party, (iii) any information provided by the Issuer in writing being untrue in any material respect as of the date provided, and (iv) any representation or warranty of the Issuer proven to have been false or misleading in any material respect when made or deemed made in this Agreement or in any Transaction Document. Promptly after receipt by an Indemnified Party of notice of the assertion of a claim or the commencement of a proceeding by a third party with respect to any matter referred to in this Section 6.1 which could be the subject of an indemnification claim against the Issuer hereunder, such Indemnified Party shall give written notice thereof to the Issuer and thereafter shall keep the Issuer reasonably informed with respect thereto; provided, however, that failure of an Indemnified Party to give the Issuer written notice as provided herein shall not relieve the Issuer of its obligations hereunder unless the Issuer is materially and adversely prejudiced thereby and, in any such instance, the indemnification obligation of the Issuer to such Indemnified Party shall only be reduced by the amount of incremental costs or losses to the Issuer related to the failure to deliver such notice in a timely manner. If any such proceeding (including any litigation, arbitration or similar proceeding) shall be brought against any Indemnified Party, the Issuer or the Manager shall be entitled to assume the defense thereof at the Issuer’s or the Manager’s expense with counsel chosen by the Issuer or the Manager and reasonably satisfactory to the Indemnified Party; provided, however, that any Indemnified Party may at its own expense retain separate counsel to participate in such defense. The Issuer and the Manager shall not be liable under this Article VI for any amount paid in settlement of such claims or proceedings without the consent of the Issuer or the Manager unless such consent is unreasonably withheld. All Indemnified Amounts shall be paid to the appropriate Indemnified Party within 30 days after such Indemnified Party’s written demand for such amount. Notwithstanding anything to the contrary, the Issuer’s obligations to make payments under this Section 6.1 shall be limited solely to funds available from time to time for such purpose pursuant to Section 302 or Section 806 of the Indenture and to the extent they are not so paid, such obligations shall not constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against the Issuer.

Indemnities by the Issuer. (a) Without limiting any other rights which the Deal Agents, the Purchasers or that any of their respective Affiliates, officers, directors, employees and/or agents thereof or their respective successors and assigns Person may have hereunder or under applicable law, the Issuer hereby agrees to indemnify each of the Deal Agents, the Purchasers Administrative Agent, the Secured Parties, and each of their respective Affiliates and officers, directors, employees, counsel employees and agents thereof thereof, together with their respective successors and permitted assigns (each, each of the foregoing Persons being individually called an “"Indemnified Party”") from and against any and all liabilitiesactual damages, losses, damagesclaims, liabilities and related reasonable costs and expenses (expenses, including reasonable and documented, out-of-pocket costs of defense and legal attorneys' fees and expenses) which may be incurred or suffered by such Indemnified Party, except to the extent caused by the gross negligence or willful misconduct of the Indemnified Party disbursements (all of the foregoing being collectively referred to as “"Indemnified Amounts”") as a result awarded against or incurred by any of claims, actions, suits or judgments asserted or imposed against an Indemnified Party and them arising out of this Agreement and of, or resulting from the Transaction Documents or the transactions contemplated thereby or the ownership or security interest in any Transferred Assets as contemplated herein including, without limitation, as a result of (i) an action or inaction by the Issuer that is contrary to the terms of this Agreement or any other Transaction Document to which it is a party, (ii) a breach by the Issuer of any of its covenants and agreements set forth in this Agreement representation, warranty, covenant or any other Transaction Document to which it is a party, (iii) any information provided by the Issuer in writing being untrue in any material respect as of the date provided, and (iv) any representation or warranty of the Issuer proven to have been false or misleading in any material respect when made or deemed made in this Agreement or in any Transaction Document. Promptly after receipt by an Indemnified Party of notice of the assertion of a claim or the commencement of a proceeding by a third party with respect to any matter referred to in this Section 6.1 which could be the subject of an indemnification claim against the Issuer hereunder, such Indemnified Party shall give written notice thereof to the Issuer and thereafter shall keep the Issuer reasonably informed with respect thereto; provided, however, that failure of an Indemnified Party to give the Issuer written notice as provided herein shall not relieve the Issuer of its obligations hereunder unless the Issuer is materially and adversely prejudiced thereby and, in any such instance, the indemnification obligation of the Issuer of, this Agreement, any Basic Document or the Class A Notes, excluding, however, Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of any related Indemnified Party or any Affiliate thereof. (b) If as a result of any breach by the Issuer of any representation, warranty, covenant or obligation of the Issuer of this Agreement, any Basic Document or the Class A Notes, any Indemnified Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Indemnified Party shall only be reduced by in connection with this Agreement or the amount funding or maintenance of incremental costs or losses to Purchases hereunder, the Issuer related shall pay to such Indemnified Party such additional amount or amounts as may be necessary to reimburse such Indemnified Party for any amounts paid by it, excluding, however, amounts resulting from the failure to deliver gross negligence or willful misconduct on the part of such notice in a timely manner. If any such proceeding (including any litigation, arbitration or similar proceeding) shall be brought against any Indemnified Party, the Issuer such bank or the Manager shall be entitled to assume the defense thereof at the Issuer’s other financial institution or the Manager’s expense with counsel chosen by the Issuer or the Manager and reasonably satisfactory any Affiliate thereof. (c) Any amounts subject to the Indemnified Party; provided, however, that any Indemnified Party may at its own expense retain separate counsel to participate in such defense. The Issuer and the Manager shall not be liable under this Article VI for any amount paid in settlement indemnification provisions of such claims or proceedings without the consent of the Issuer or the Manager unless such consent is unreasonably withheld. All Indemnified Amounts shall be paid to the appropriate Indemnified Party within 30 days after such Indemnified Party’s written demand for such amount. Notwithstanding anything to the contrary, the Issuer’s obligations to make payments under this Section 6.1 shall be limited solely to funds available from time to time for such purpose pursuant to Section 302 or Section 806 of paid by the Indenture and Issuer to the extent they are not so paidIndemnified Party within ten (10) Business Days following the Indemnified Party's demand therefor, such obligations shall not constitute a “claim” (as defined setting forth in Section 101(5) of reasonable detail the Bankruptcy Code) against the Issuerbasis therefor.

Indemnities by the Issuer. Without limiting any other rights which the Deal AgentsInvestors, the Purchasers or Agent, the Conduit Administrator and any of their respective Affiliates, officers, directors, employees and/or agents thereof or their respective successors and permitted assigns may have hereunder or under applicable law, the Issuer hereby agrees to indemnify each of the Deal Agents, the Purchasers and each of their respective officers, directors, employees, counsel and agents thereof (eachcollectively, an “the "Indemnified Party”Parties") may have hereunder or under applicable law the Issuer hereby agrees to indemnify each Indemnified Party from and against any and all liabilitiesdamages, losses, damagesclaims, liabilities, reasonable costs and expenses (expenses, including reasonable and documented, out-of-pocket costs of defense and legal attorneys' fees and expenses) (which attorneys may be incurred or suffered by such Indemnified Party, except to the extent caused by the gross negligence or willful misconduct employees of the Indemnified Party Investors, the Agent or the Conduit Administrator, as applicable) and disbursements (all of the foregoing being collectively referred to as “"Indemnified Amounts”") awarded against or incurred by any of them in any action or proceeding between the Issuer and any of the Indemnified Parties or between any of the Indemnified Parties and any third party or otherwise arising out of or as a result of claims, actions, suits or judgments asserted or imposed against an Indemnified Party and arising out the inaccuracy of this Agreement and the Transaction Documents or the transactions contemplated thereby or the ownership or security interest in any Transferred Assets as contemplated herein including, without limitation, as a result of (i) an action or inaction by the Issuer that is contrary to the terms of this Agreement or any other Transaction Document to which it is a party, (ii) a breach by the Issuer of any of its covenants and agreements set forth in this Agreement or any other Transaction Document to which it is a party, (iii) any information provided by the Issuer in writing being untrue in any material respect as of the date provided, and (iv) any representation or warranty of the Issuer proven to have been false or misleading in any material respect when made or deemed made in this Agreement or in any Transaction Document. Promptly after receipt by an Indemnified Party of notice of the assertion of a claim hereunder or the commencement of a proceeding by a third party with respect to any matter referred to in this Section 6.1 which could be the subject of an indemnification claim against the Issuer hereunder, such Indemnified Party shall give written notice thereof to the Issuer and thereafter shall keep the Issuer reasonably informed with respect thereto; provided, however, that failure of an Indemnified Party to give the Issuer written notice as provided herein shall not relieve the Issuer of its obligations hereunder unless the Issuer is materially and adversely prejudiced thereby and, in any such instance, the indemnification obligation of the Issuer to comply with any term or provision of this Agreement, the other Transaction Documents, the ownership or maintenance, either directly or indirectly, by any Investor of a Variable Funding Note or any of the other transactions contemplated hereby or thereby, excluding, however, Indemnified Amounts to the extent resulting from gross negligence, bad faith or willful misconduct on the part of such Indemnified Party shall only be reduced or any actual or alleged breach of law or regulation caused by the amount of incremental costs or losses and applicable to the Issuer related to the failure to deliver such notice in a timely manner. If any such proceeding (including any litigation, arbitration or similar proceeding) shall be brought against any Indemnified Party, Party and not the Issuer or the Manager shall be entitled to assume the defense Affiliates thereof at the Issuer’s or the Manager’s expense with counsel chosen any actual or alleged breach by the Issuer or the Manager such Indemnified Party of a contract between such Indemnified Party and reasonably satisfactory to a third party. If the Indemnified Party; provided, however, that any Indemnified Party may at its own expense Parties retain separate counsel to participate more than one law firm in such defense. The Issuer and connection with the Manager shall not be liable under matters described in this Article VI for any amount paid in settlement of such claims or proceedings without Section 7.04 the consent of the Issuer or the Manager unless such consent is unreasonably withheld. All Indemnified Amounts shall be paid to include the appropriate Indemnified Party within 30 days after attorneys' fees and expenses of only one such Indemnified Party’s written demand for such amount. Notwithstanding anything to the contrary, the Issuer’s obligations to make payments under this Section 6.1 shall be limited solely to funds available law firm identified from time to time by the Indemnified Parties for reimbursement under this Section 7.04 as Indemnified Amounts. Any Indemnified Amounts payable hereunder shall be included in the Variable Funding Increased Cost Amount (upon notice of such purpose loss given to the Servicer by the party suffering such loss) and paid pursuant to Section 302 or Section 806 of the Indenture and to the extent they are not so paid, such obligations shall not constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against the IssuerIndenture.

Indemnities by the Issuer. (a) Without limiting any other rights which that the Deal AgentsAdministrative Agent, the Purchasers or any of Credit Parties and their respective Affiliatesassigns, officers, directors, agents and employees and/or agents thereof or their respective successors and assigns (each, a “Issuer Indemnified Party”) may have hereunder or under applicable lawApplicable Law, the Issuer hereby agrees to indemnify each of the Deal Agents, the Purchasers and each of their respective officers, directors, employees, counsel and agents thereof (each, an “Issuer Indemnified Party”) Party from and against any and all liabilitiesclaims, losses, damages, costs losses and expenses liabilities (including reasonable and documented, out-of-pocket costs of defense and legal fees and expensesAttorney Costs) which may be incurred or suffered by such Indemnified Party, except to the extent caused by the gross negligence or willful misconduct of the Indemnified Party (all of the foregoing being collectively referred to as “Issuer Indemnified Amounts”) as a result of claims, actions, suits or judgments asserted or imposed against an Indemnified Party and arising out of this Agreement and the Transaction Documents or the transactions contemplated thereby or the ownership or security interest in any Transferred Assets as contemplated herein including, without limitation, as a result of (i) an action or inaction by the Issuer that is contrary to the terms of resulting from this Agreement or any other Transaction Document or the use of proceeds of the Advances or the security interest in respect of any Pool Receivable or any other Collateral; excluding, however, (x) Issuer Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Issuer Indemnified Amounts resulted from the gross negligence or willful misconduct by the Issuer Indemnified Party seeking indemnification or any of its Affiliates and (y) any Taxes (the indemnification of which are governed by other provisions herein) other than Taxes that represent losses, claims, damages and liabilities arising with respect to a non-Tax claim. Without limiting or being limited by the foregoing, the Issuer shall pay on demand (it being understood that if any portion of such payment obligation is a partymade from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Issuer Indemnified Party any and all amounts necessary to indemnify such Issuer Indemnified Party from and against any and all Issuer Indemnified Amounts relating to or resulting from any of the following (but excluding Issuer Indemnified Amounts and Taxes described in clauses (x) and (y) above): (i) any Pool Receivable which the Issuer or the Servicer includes as an Eligible Receivable as part of the Net Receivables Pool Balance but which is not an Eligible Receivable at such time; (ii) a breach any representation, warranty or statement made or deemed made by the Issuer of (or any of its covenants respective officers) under or in connection with this Agreement, any of the other Transaction Documents, any Information Package, Weekly Report or any other information or report delivered by or on behalf of the Issuer pursuant hereto which shall have been untrue or incorrect when made or deemed made; (iii) the failure by the Issuer to comply with any Applicable Law with respect to any Pool Receivable or the related Contract; or the failure of any Pool Receivable or the related Contract to conform to any such Applicable Law; (iv) the failure to vest in the Administrative Agent a first priority perfected security interest in all or any portion of the Collateral, in each case free and clear of any Adverse Claim; (v) the failure to have filed, or any delay in filing, financing statements, financing statement amendments, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws with respect to any Pool Receivable and the other Collateral and Collections in respect thereof, whether at the time of any Advance or at any subsequent time; (vi) any products liability, environmental or other claim arising out of or in connection with any Pool Receivable or other merchandise, goods or services which are the subject of or related to any Pool Receivable; (vii) the commingling of Collections of Pool Receivables at any time with other funds; (viii) any investigation, litigation or proceeding (actual or threatened) related to this Agreement or any other Transaction Document or the use of proceeds of any Advances or in respect of any Pool Receivable or other Collateral or any related Contract; (ix) any failure of the Issuer to comply with its covenants, obligations and agreements set forth contained in this Agreement or any other Transaction Document Document; (x) any setoff with respect to which any Pool Receivable; (xi) any claim brought by any Person other than a Issuer Indemnified Party arising from any activity by the Issuer or any Affiliate of the Issuer in servicing, administering or collecting any Pool Receivable; (xii) the failure by the Issuer to pay when due any Taxes, including, without limitation, sales, excise or personal property taxes; (xiii) any failure of a Lock-Box Bank to comply with the terms of the applicable Lock-Box Agreement or any amounts payable by the Administrative Agent to a Lock-Box Bank under any Lock-Box Agreement; (xiv) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable (including, without limitation, a defense based on such Pool Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it is in accordance with its terms), or any other claim resulting from or relating to collection activities with respect to such Pool Receivable or the sale of goods or the rendering of services related to such Pool Receivable or the furnishing or failure to furnish any such goods or services or other similar claim or defense not arising from the financial inability of any Obligor to pay undisputed indebtedness; (xv) any action taken by the Administrative Agent as attorney-in-fact for the Issuer, any Originator, the Sub-Originator or the Servicer pursuant to this Agreement or any other Transaction Document; (xvi) the use of proceeds of any Advance; or (xvii) any reduction in any Note Balance as a partyresult of the distribution of Collections if all or a portion of such distributions shall thereafter be rescinded or otherwise must be returned for any reason. (b) Notwithstanding anything to the contrary in this Agreement, solely for purposes of the Issuer’s indemnification obligations in clauses (ii), (iii) and (ix) of this Article XIII, any information provided representation, warranty or covenant qualified by the occurrence or non-occurrence of a material adverse effect or similar concepts of materiality shall be deemed to be not so qualified. (c) If for any reason the foregoing indemnification is unavailable to any Issuer Indemnified Party or insufficient to hold it harmless, then the Issuer shall contribute to such Issuer Indemnified Party the amount paid or payable by such Issuer Indemnified Party as a result of such loss, claim, damage or liability in writing being untrue in any material respect such proportion as of is appropriate to reflect the date provided, and (iv) any representation or warranty relative economic interests of the Issuer proven to have been false or misleading on the one hand and such Issuer Indemnified Party on the other hand in any material respect when made or deemed made in the matters contemplated by this Agreement or in any Transaction Document. Promptly after receipt by an as well as the relative fault of the Issuer and such Issuer Indemnified Party of notice of the assertion of a claim or the commencement of a proceeding by a third party with respect to such loss, claim, damage or liability and any matter referred to in other relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Issuer under this Section 6.1 shall be in addition to any liability which could be the subject of an indemnification claim against the Issuer hereundermay otherwise have, such shall extend upon the same terms and conditions to each Issuer Indemnified Party Party, and shall give written notice thereof be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Issuer and thereafter shall keep the Issuer reasonably informed with respect thereto; provided, however, that failure of an Indemnified Party to give the Issuer written notice as provided herein shall not relieve the Issuer of its obligations hereunder unless the Issuer is materially and adversely prejudiced thereby and, in any such instance, the Parties. (d) Any indemnification obligation of the Issuer to such Indemnified Party shall only be reduced by the amount of incremental costs or losses to the Issuer related to the failure to deliver such notice in a timely manner. If any such proceeding (including any litigation, arbitration or similar proceeding) shall be brought against any Indemnified Party, the Issuer or the Manager shall be entitled to assume the defense thereof at the Issuer’s or the Manager’s expense with counsel chosen by the Issuer or the Manager and reasonably satisfactory to the Indemnified Party; provided, however, that any Indemnified Party may at its own expense retain separate counsel to participate in such defense. The Issuer and the Manager shall not be liable under this Article VI for any amount paid in settlement of such claims or proceedings without the consent of the Issuer or the Manager unless such consent is unreasonably withheld. All Indemnified Amounts shall be paid to the appropriate Indemnified Party within 30 days after such Indemnified Party’s written demand for such amount. Notwithstanding anything to the contrary, the Issuer’s obligations to make payments contribution under this Section 6.1 shall be limited solely to funds available from time to time for such purpose pursuant to Section 302 or Section 806 survive the termination of the Indenture and to the extent they are not so paid, such obligations shall not constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against the Issuerthis Agreement.

Indemnities by the Issuer. Without limiting any other rights which the Deal Agents, the Purchasers or any of their respective Affiliates, officers, directors, employees and/or agents thereof or their respective successors and assigns may have hereunder or under applicable law, the Issuer hereby agrees to indemnify each of the Deal Agents, the Purchasers and each of their respective officers, directors, employees, counsel and agents thereof (each, an “Indemnified Party”) from and against any and all liabilities, losses, damages, costs and expenses (including reasonable and documented, out-of-pocket costs of defense and legal fees and expenses) which may be incurred or suffered by such Indemnified Party, except to the extent caused by the gross negligence or willful misconduct of the Indemnified Party (all of the foregoing being collectively referred to as “Indemnified Amounts”) as a result of claims, actions, suits or judgments asserted or imposed against an Indemnified Party and arising out of this Agreement and the Transaction Documents or the transactions contemplated thereby or the ownership or security interest in any Transferred Assets as contemplated herein including, without limitation, as a result of (i) an action or inaction by the Issuer that is contrary to the terms of this Agreement or any other Transaction Document to which it is a party, (ii) a breach by the Issuer of any of its covenants and agreements set forth in this Agreement or any other Transaction Document to which it is a party, (iii) any information provided by the Issuer in writing being untrue in any material respect as of the date provided, and (iv) any representation or warranty of the Issuer proven to have been false or misleading in any material respect when made or deemed made in this Agreement or in any Transaction Document. Promptly after receipt by an Indemnified Party of notice of the assertion of a claim or the commencement of a proceeding by a third party with respect to any matter referred to in this Section 6.1 which could be the subject of an indemnification claim against the Issuer hereunder, such Indemnified Party (to the extent permitted) shall give written notice thereof to the Issuer and thereafter shall keep the Issuer reasonably informed with respect thereto; provided, however, that failure of an Indemnified Party to give the Issuer written notice as provided herein shall not relieve the Issuer of its obligations hereunder unless the Issuer is materially and adversely prejudiced thereby and, in any such instanceinstance (whether or not such Indemnified Party was permitted to give written notice), the indemnification obligation of the Issuer to such Indemnified Party shall only be reduced by the amount of incremental costs or losses to the Issuer related to the failure to deliver such notice in a timely manner. If any such proceeding (including any litigation, arbitration or similar proceeding) shall be brought against any Indemnified Party, the Issuer or the Manager shall be entitled to assume the defense thereof at the Issuer’s or the Manager’s expense with counsel chosen by the Issuer or the Manager and reasonably satisfactory to the Indemnified Party; provided, however, that any (i) Indemnified Party may at its own expense retain separate counsel to participate in such defensedefense and (ii) neither the Issuer nor the Manager shall be entitled to assume the defense of any such proceeding brought by a Government Authority or self-regulatory authority having or claiming to have jurisdiction over any of the affairs of the relevant Indemnified Party or any of its Affiliates. The Issuer and the Manager shall not be liable under this Article VI for any amount paid in settlement of such claims or proceedings without the consent of the Issuer or the Manager unless such consent is unreasonably withheld. All Indemnified Amounts shall be paid to the appropriate Indemnified Party within 30 days after such Indemnified Party’s written demand for such amount. Notwithstanding anything to the contrary, the Issuer’s obligations to make payments under this Section 6.1 shall be limited solely to funds available from time to time for such purpose pursuant to Section 302 or Section 806 of the Indenture and to the extent they are not so paid, such obligations shall not constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against the Issuer.

Indemnities by the Issuer. Without limiting any other rights which the Deal AgentsAdministrative Agent, the Funding Agents or the Purchasers or any of their respective Affiliates, officers, directors, employees and/or agents thereof or their respective successors and assigns may have hereunder or under applicable law, the Issuer hereby agrees to indemnify the Administrative Agent, each of the Deal AgentsPurchaser, the Purchasers each Funding Agent, and each any successors and permitted assigns and any of their respective [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. officers, directorsdirectors and employees (collectively, employees, counsel and agents thereof (each, an the “Indemnified PartyParties”) from and against any and all liabilitiesdamages, losses, damagesclaims, liabilities, costs and expenses expenses, including, without limitation, reasonable attorneys’ fees (including reasonable and documented, out-of-pocket costs of defense and legal fees and expenses) which such attorneys may be incurred employees of a Purchaser, a Funding Agent or suffered by such Indemnified Partythe Administrative Agent, except to the extent caused by the gross negligence or willful misconduct of the Indemnified Party as applicable) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any Indemnified Party arising out of or as a result of claimsthis Agreement, actionsthe other Transaction Documents, suits or judgments asserted or imposed against an Indemnified Party and arising out of this Agreement and the Transaction Documents or the transactions contemplated thereby or the ownership or security interest in maintenance, either directly or indirectly, by the Administrative Agent, any Transferred Assets as Funding Agent or any Purchaser of the Notes or any of the other transactions contemplated herein includinghereby or thereby, without limitationexcluding, as a result of however, (i) an action or inaction by the Issuer that is contrary Indemnified Amounts to the terms extent resulting from gross negligence, fraud or willful misconduct on the part of this Agreement or any other Transaction Document to which it is a partysuch Indemnified Party, (ii) a breach by the Issuer of any of its covenants and agreements set forth recourse (except as otherwise specifically provided in this Agreement Agreement) for amounts due under the Solar Loans which are uncollectible whether due to the creditworthiness of the obligor, the underperformance of the PV System or any other Transaction Document to which it is the occurrence of a party, casualty event and (iii) any information provided Taxes which are governed by Sections 4.2 and 4.3 hereof. Such Indemnified Amounts shall be paid by the Issuer in writing being untrue in any material respect as to the Administrative Agent for the accounts of the date providedPersons entitled thereto from funds available therefor under Section 5.05 of the Indenture. Without limiting the generality of the foregoing, and the Issuer shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from: (ivi) any representation or warranty made by any SolarCity Entity or any officer of any of them under or in connection with this Agreement, any of the Issuer proven to other Transaction Documents or any other information or report delivered by any SolarCity Entity pursuant hereto or thereto, which shall have been false or misleading incorrect in any material respect when made or deemed made made; (ii) the failure by a SolarCity Entity to comply with any applicable law, rule or regulation with respect to any Solar Loan, or the nonconformity of any Solar Loan with any such applicable law, rule or regulation; (iii) the failure to vest and maintain vested in the Indenture Trustee, an undivided first priority, perfected security interest in the Trust Estate free and clear of any Lien (except as expressly permitted by the Transaction Documents); (iv) the failure to file, or any delay in filing, financing statements, continuation statements, or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any of the Trust Estate that adversely affects the perfection of the Indenture Trustee’s security interest in the Trust Estate; (v) any dispute, claim, offset or defense (other than payment or the discharge in bankruptcy) of the Obligor to the payment of any Solar Loans (including, without limitation, a defense based on such Solar Loan not being the legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of merchandise or services related to such Solar Loan or the furnishing or failure to furnish such merchandise or services; [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (vi) any failure of the Servicer to perform its duties or obligations in accordance with the provisions of the Servicing Agreement; (vii) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with merchandise or services which are the subject of any Solar Loan; (viii) the pledge of an interest in any Solar Loan other than an Eligible Solar Loan; (ix) the failure by a SolarCity Entity to comply with any term, provision or covenant contained in this Agreement or in any of the other Transaction Document. Promptly after receipt Documents to which it is a party or to perform any of its respective duties under the Solar Loans; (x) any repayment to the Issuer by an any Indemnified Party of notice any amount previously distributed in reduction of the assertion of a claim or the commencement of a proceeding by a third party with respect to any matter referred to in this Section 6.1 Aggregate Outstanding Note Balance which could be the subject of an indemnification claim against the Issuer hereunder, such Indemnified Party shall give written notice thereof believes in good faith is required to be made; (xi) the Issuer and thereafter shall keep the Issuer reasonably informed with respect thereto; provided, however, that failure of an Indemnified Party to give the Issuer written notice as provided herein shall not relieve the Issuer of its obligations hereunder unless the Issuer is materially and adversely prejudiced thereby and, in any such instance, the indemnification obligation of the Issuer to such Indemnified Party shall only be reduced by the amount of incremental costs or losses to the Issuer related to the failure to deliver such notice in a timely manner. If any such proceeding (including any litigation, arbitration or similar proceeding) shall be brought against any Indemnified Party, the Issuer or the Manager shall be entitled to assume the defense thereof at the Issuer’s or the Manager’s expense with counsel chosen commingling by the Issuer or the Manager and reasonably satisfactory Servicer with respect to any Solar Loan at any time with other funds; (xii) any investigation, litigation or proceeding related to this Agreement, any of the other Transaction Documents, the use of proceeds of the acquisition of interests in the Notes by the Issuer, or the ownership of the Notes or any portion of the Trust Estate; (xiii) any inability to obtain any judgment in, or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of a SolarCity Entity to qualify to do business or file any notice of business activity report or any similar report; (xiv) the failure of a SolarCity Entity to pay when due any taxes, including without limitation, sales, excise or personal property taxes, payable in connection with any of the Solar Loan or any amounts due thereunder; (xv) any action taken by any SolarCity Entity in the enforcement or collection of any Solar Loan unless such action was in accordance with the Servicing Agreement or at the direction of the Indenture Trustee, the Administrative Agent, a Purchaser or a Funding Agent; (xvi) any attempt by any Person to void, rescind or set-aside any pledge of the Trust Estate to the Indemnified PartyIndenture Trustee under statutory provisions or common law or equitable action, including, without limitation, any provision of the United States Bankruptcy Code; (xvii) the Aggregate Outstanding Note Balance exceeding the Total Borrowing Base at any time; provided, however, that any Indemnified Party may at its own expense retain separate counsel to participate in such defense[***] Confidential treatment has been requested for the bracketed portions. The Issuer confidential redacted portion has been omitted and filed separately with the Manager shall not be liable under this Article VI for any amount paid in settlement of such claims or proceedings without Securities and Exchange Commission. (xviii) the consent failure of the Issuer Lockbox Bank to remit any amounts held in the Lockbox Account or the Manager unless such consent is unreasonably withheld. All Indemnified Amounts shall be paid any related lock-boxes pursuant to the appropriate Indemnified Party within 30 days after such Indemnified Party’s written demand for such amount. Notwithstanding anything to instructions of the contraryServicer, the Issuer’s obligations to make payments under this Section 6.1 shall be limited solely to funds available from time to time for such purpose pursuant to Section 302 , or Section 806 of the Indenture and Administrative Agent (to the extent they are not so paid, such obligations shall not constitute a “claim” (as defined Person is entitled to give such instructions in Section 101(5accordance with the terms hereof and of any Account Control Agreement) whether by reason of the Bankruptcy Codeexercise of set-off rights or otherwise; (xix) against the Issueruse of the proceeds of the Notes; or (xx) the Notes being characterized as other than indebtedness for U.S. federal income tax purposes or the Issuer being classified as an association or publicly traded partnership that is taxed as a corporation for U.S. federal income tax purposes.

Indemnities by the Issuer. Without limiting any other rights which the Deal Agents, the Liquidity Agents, the Purchasers or any of their respective Affiliates, officers, directors, employees and/or agents thereof or their respective successors and assigns may have hereunder or under applicable law, the Issuer hereby agrees to indemnify each of the Deal Agents, the Liquidity Agents, the Purchasers and each of their respective officers, directors, employees, counsel and agents thereof (each, an “"Indemnified Party”") from and against any and all liabilities, losses, damages, costs and expenses (including reasonable and documented, out-of-pocket costs of defense and legal fees and expenses) which may be incurred or suffered by such Indemnified Party, except to the extent caused by the gross negligence or willful misconduct of the Indemnified Party (all of the foregoing being collectively referred to as “"Indemnified Amounts”") as a result of claims, actions, suits or judgments asserted or imposed against an Indemnified Party and arising out of this Agreement and the Transaction Documents or the transactions contemplated thereby or the ownership or security interest in any Transferred Assets as contemplated herein including, without limitation, as a result of (i) an action or inaction by the Issuer that is contrary to the terms of this Agreement or any other Transaction Document to which it is a party, (ii) a breach by the Issuer of any of its covenants and agreements set forth in this Agreement or any other Transaction Document to which it is a party, (iii) any information provided by the Issuer in writing being untrue in any material respect as of the date provided, and (iv) any representation or warranty of the Issuer proven to have been false or misleading in any material respect when made or deemed made in this Agreement or in any Transaction Document. Promptly after receipt by an Indemnified Party of notice of the assertion of a claim or the commencement of a proceeding by a third party with respect to any matter referred to in this Section 6.1 which could be the subject of an indemnification claim against the Issuer hereunder, such Indemnified Party shall give written notice thereof to the Issuer and thereafter shall keep the Issuer reasonably informed with respect thereto; provided, however, that failure of an Indemnified Party to give the Issuer written notice as provided herein shall not relieve the Issuer of its obligations hereunder unless the Issuer is materially and adversely prejudiced thereby and, in any such instance, the indemnification obligation of the Issuer to such Indemnified Party shall only be reduced by the amount of incremental costs or losses to the Issuer related to the failure to deliver such notice in a timely manner. If any such proceeding (including any litigation, arbitration or similar proceeding) shall be brought against any Indemnified Party, the Issuer or the Manager shall be entitled to assume the defense thereof at the Issuer’s 's or the Manager’s 's expense with counsel chosen by the Issuer or the Manager and reasonably satisfactory to the Indemnified Party; provided, however, that any Indemnified Party may at its own expense retain separate counsel to participate in such defense. The Issuer and the Manager shall not be liable under this Article VI for any amount paid in settlement of such claims or proceedings without the consent of the Issuer or the Manager unless such consent is unreasonably withheld. All Indemnified Amounts shall be paid to the appropriate Indemnified Party within 30 days after such Indemnified Party’s 's written demand for such amount. Notwithstanding anything to the contrary, the Issuer’s 's obligations to make payments under this Section 6.1 shall be limited solely to funds available from time to time for such purpose pursuant to Section 302 or Section 806 of the Indenture and to the extent they are not so paid, such obligations shall not constitute a “"claim” " (as defined in Section 101(5) of the Bankruptcy Code) against the Issuer.

Indemnities by the Issuer. Without limiting any other rights which the Deal Agents, the Liquidity Agents, the Purchasers or any of their respective AffiliatesAffiliates may have, officers, directors, employees and/or agents thereof or their respective successors and assigns may have hereunder or under applicable lawApplicable Law, the Issuer hereby agrees to indemnify each of the Deal Agents, the Liquidity Agents, the Purchasers and each of their respective officersAffiliates, directors, employees, counsel together with their respective successors and agents thereof permitted assigns (each, each of the foregoing Persons being individually called an “Indemnified Party”) from and against any and all liabilitiesdamages, losses, damagesclaims, liabilities and related costs and expenses (expenses, including reasonable and documented, out-of-pocket costs of defense and legal attorneys’ fees and expenses) which may be incurred or suffered by such Indemnified Party, except to the extent caused by the gross negligence or willful misconduct of the Indemnified Party disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) as a result awarded against or incurred by any of claims, actions, suits or judgments asserted or imposed against an Indemnified Party and them arising out of this Agreement and of, or resulting from the Transaction Documents or the transactions contemplated thereby or the ownership or security interest in any Transferred Assets as contemplated herein including, without limitation, as a result of (i) an action or inaction by the Issuer that is contrary to the terms of this Agreement or any other Transaction Document to which it is a party, (ii) a breach by the Issuer of any of its covenants and agreements set forth in this Agreement representation, warranty, covenant or any other Transaction Document to which it is a party, (iii) any information provided by the Issuer in writing being untrue in any material respect as of the date provided, and (iv) any representation or warranty of the Issuer proven to have been false or misleading in any material respect when made or deemed made in this Agreement or in any Transaction Document. Promptly after receipt by an Indemnified Party of notice of the assertion of a claim or the commencement of a proceeding by a third party with respect to any matter referred to in this Section 6.1 which could be the subject of an indemnification claim against the Issuer hereunder, such Indemnified Party shall give written notice thereof to the Issuer and thereafter shall keep the Issuer reasonably informed with respect thereto; provided, however, that failure of an Indemnified Party to give the Issuer written notice as provided herein shall not relieve the Issuer of its obligations hereunder unless the Issuer is materially and adversely prejudiced thereby and, in any such instance, the indemnification obligation of the Issuer of, this Agreement, any Series 2006-2 Transaction Document or the Notes, excluding, however, Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party Party. Any amounts subject to the indemnification provisions of this Section 6.1 shall only be reduced paid by the amount of incremental costs or losses Issuer to the Issuer related to the failure to deliver such notice in a timely manner. If any such proceeding Indemnified Party within ten (including any litigation, arbitration or similar proceeding10) shall be brought against any Indemnified Party, the Issuer or the Manager shall be entitled to assume the defense thereof at Business Days following the Issuer’s receipt from the Indemnified Party (or the Manager’s expense with counsel chosen by the Issuer or the Manager and its Deal Agent) of evidence, reasonably satisfactory to the Indemnified Party; providedIssuer, however, that any Indemnified Party may at its own expense retain separate counsel to participate in such defense. The Issuer of the nature and the Manager shall not be liable under this Article VI for any amount paid in settlement of such claims or proceedings without the consent of the Issuer or the Manager unless such consent is unreasonably withheld. All Indemnified Amounts shall be paid to the appropriate Indemnified Party within 30 days after such Indemnified Party’s written demand for such amountAmounts. Notwithstanding anything to the contrary, the Issuer’s obligations to make payments under this Section 6.1 shall be limited solely to funds available from time to time for such purpose pursuant to Section 302 or Section 806 of the Indenture and Section 302 of the Supplement and to the extent they that funds are not so paidavailable to pay such claim pursuant to such sections, such obligations shall not constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against the IssuerIssuer or the Collateral.

Indemnities by the Issuer. Without limiting any other rights which the Deal AgentsAgent, the Purchasers Liquidity Agent, the Secured Parties or any of their respective Affiliates, officers, directors, employees and/or agents thereof or their respective successors and assigns Affiliates may have hereunder or under applicable law, the Issuer hereby agrees to indemnify each of and hold harmless, and agrees to defend, the Deal AgentsAgent, the Purchasers Liquidity Agent, the Secured Parties, and each of their respective Affiliates and officers, directors, employees, counsel employees and agents thereof (each, each of the foregoing Persons being referred to as an “Indemnified Party”"INDEMNIFIED PARTY") from and against any and all liabilitiesdamages, losses, damagesclaims, liabilities and related costs and expenses (expenses, including reasonable and documented, out-of-pocket costs of defense and legal attorneys' fees and expenses) which may be incurred or suffered by such Indemnified Party, except to the extent caused by the gross negligence or willful misconduct of the Indemnified Party disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”"INDEMNIFIED AMOUNTS") awarded against or incurred by any of them, arising out of or as a result of claimsthis Agreement, actions, suits or judgments asserted or imposed against an Indemnified Party and arising out of this Agreement and the Transaction Documents or the transactions contemplated thereby or the ownership or security interest in any Transferred Assets as contemplated herein including, without limitation, as a result of (i) an action or inaction by the Issuer that is contrary to the terms of this Agreement or any other Transaction Document or the Grants of the Collateral or in respect of any Contract, or any other item of the Collateral, excluding, however, Indemnified Amounts to which the extent resulting from gross negligence or willful misconduct on the part of the Deal Agent, the Liquidity Agent, such Secured Parties or such Affiliate. If the Issuer has made any indemnity payment pursuant to this SECTION 4.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Issuer an amount equal to the amount it is a partyhas collected from others in respect of such indemnified amounts. Without limiting the foregoing, the Issuer shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from: (iia) a breach reliance on any representation or warranty made or deemed made by the Issuer of Issuer, the Transferor, the Servicer, the Original Sellers or any of its covenants and agreements set forth their respective officers under or in connection with this Agreement or Agreement, any other Transaction Document to or the Sale Agreements, which it is a party, (iii) any information provided by the Issuer in writing being untrue in any material respect as of the date provided, and (iv) any representation or warranty of the Issuer proven to shall have been false or misleading incorrect in any material respect when made or deemed made or delivered; (b) the failure by the Issuer, Servicer or the Original Sellers to comply with any term, provision or covenant contained in this Agreement or any agreement executed in connection with this Agreement or any other Transaction Document. Promptly after receipt by an Indemnified Party of notice of the assertion of a claim , or the commencement of a proceeding by a third party with any applicable law, rule or regulation with respect to any matter referred Contract or any other item of the Collateral or the nonconformity of any of the Collateral with any such applicable law, rule or regulation; (c) the failure to vest and maintain vested in the Collateral Agent, for the benefit of the Secured Parties first priority perfected security interests in the related Collateral, together with all related Collections, free and clear of any adverse claim whether existing as of the Closing Date or at any time thereafter; (d) the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any assets which are, or are purported to be, Collateral, whether at the time of any Grant or at any subsequent time; (e) any dispute, claim, offset or defense of any obligor to the payment of any asset which is, or is purported to be, Collateral (including, without limitation, a defense based on such asset not being a legal, valid and binding obligation of such obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or services related to such asset or the furnishing or failure to furnish such merchandise or services; (f) any failure of the Issuer, the Transferor or the Servicer to perform its duties or obligations in accordance with the provisions of this Section 6.1 Agreement and the Sale Agreement; (g) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with merchandise or services which could be are the subject of an indemnification claim against any Collateral; (h) the failure by the Issuer, the Transferor, the Servicer or the Original Seller to pay when due any Taxes for which such party is liable, including without limitation, sales, excise or personal property taxes payable in connection with the Collateral; (i) any repayment by the Deal Agent, the Liquidity Agent or a Secured Party of any amount previously distributed in reduction of outstanding principal amount of any Note or payment of interest or any other amount due hereunder or under any Hedging Agreement, in each case which amount the Deal Agent, the Liquidity Agent or a Secured Party believes in good faith is required to be repaid; (j) the commingling of Collections by any Person at any time with other funds; (k) any investigation, litigation or proceeding related to this Agreement or any other Transaction Document or the use of proceeds of the Notes or the ownership of the Collateral or in respect of any of the Collateral; (l) any failure by the Issuer hereunder, such Indemnified Party shall to give written notice thereof reasonably equivalent value to the Transferor in consideration for the transfer by the Transferor to the Issuer and thereafter shall keep of any assets under the Issuer reasonably informed with respect thereto; provided, however, that failure of an Indemnified Party Sale Agreement or any other Transaction Document or any attempt by any Person to give the Issuer written notice as provided herein shall not relieve the Issuer of its obligations hereunder unless the Issuer is materially and adversely prejudiced thereby and, in void or otherwise 18 avoid any such instancetransfer under any statutory provision or common law or equitable action, the indemnification obligation of the Issuer to such Indemnified Party shall only be reduced by the amount of incremental costs or losses to the Issuer related to the failure to deliver such notice in a timely manner. If including, without limitation, any such proceeding (including any litigation, arbitration or similar proceeding) shall be brought against any Indemnified Party, the Issuer or the Manager shall be entitled to assume the defense thereof at the Issuer’s or the Manager’s expense with counsel chosen by the Issuer or the Manager and reasonably satisfactory to the Indemnified Party; provided, however, that any Indemnified Party may at its own expense retain separate counsel to participate in such defense. The Issuer and the Manager shall not be liable under this Article VI for any amount paid in settlement of such claims or proceedings without the consent of the Issuer or the Manager unless such consent is unreasonably withheld. All Indemnified Amounts shall be paid to the appropriate Indemnified Party within 30 days after such Indemnified Party’s written demand for such amount. Notwithstanding anything to the contrary, the Issuer’s obligations to make payments under this Section 6.1 shall be limited solely to funds available from time to time for such purpose pursuant to Section 302 or Section 806 of the Indenture and to the extent they are not so paid, such obligations shall not constitute a “claim” (as defined in Section 101(5) provision of the Bankruptcy Code; or (m) against the failure of the Issuer, the Transferor, the Servicer, the Original Seller or any of their respective agents or representatives to remit Collections to the Collateral Agent or the Deal Agent. Any amounts subject to the indemnification provisions of this SECTION 4.1 shall be paid by the Issuer to the Deal Agent within two Business Days following the Deal Agent's demand therefor. If for any reason the indemnification provided above in this SECTION 4.1 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Issuer 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 Issuer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations.

Indemnities by the Issuer. (a) Without limiting any other rights which the Deal AgentsAgent, the Purchasers Liquidity Agent, the Secured Parties or any of their respective Affiliates, officers, directors, employees and/or agents thereof or their respective successors and assigns Affiliates may have hereunder or under applicable law, the Issuer Issuer, subject in all respects to the Non-Recourse Provisions, hereby agrees to indemnify each of and hold harmless, and agrees to defend, the Deal AgentsAgent, the Purchasers Liquidity Agent, the Secured Parties, and each of their respective Affiliates and officers, directors, employees, counsel employees and agents thereof (each, each of the foregoing Persons being referred to as an “"Indemnified Party”") from and against any and all liabilitiesdamages, losses, damagesclaims, liabilities and related costs and expenses (expenses, including reasonable and documented, out-of-pocket costs of defense and legal attorneys' fees and expenses) which may be incurred or suffered by such Indemnified Party, except to the extent caused by the gross negligence or willful misconduct of the Indemnified Party disbursements (all of the foregoing being collectively referred to as “"Indemnified Amounts”") awarded against or incurred by any of them, arising out of or as a result of claimsthis Agreement, actionsany other Transaction Document or the Grants of the Series Collateral or in respect of any Receivable, suits or judgments asserted any other item of the Series Collateral, excluding, however, Indemnified Amounts to the extent resulting from gross negligence or imposed against willful misconduct on the part of the Deal Agent, the Liquidity Agent, such Secured Parties or such Affiliate. If the Issuer has made any indemnity payment pursuant to this Section 5.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Issuer an amount equal to the amount it has collected from others in respect of such Indemnified Amounts. (b) Any amounts subject to the indemnification provisions of this Section 5.1 shall be paid by the Issuer to the Deal Agent following the Deal Agent's demand therefor subject to the Non-Recourse Provisions. If for any reason the indemnification provided above in this Section 5.1 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party and arising out of this Agreement and harmless, then (subject to the Transaction Documents Non-Recourse Provisions) the Issuer shall contribute to the amount paid or the transactions contemplated thereby or the ownership or security interest in any Transferred Assets as contemplated herein including, without limitation, payable by such Indemnified Party as a result of (i) an action such loss, claim, damage or inaction liability in such proportion as is appropriate to reflect not only the relative benefits received by the Issuer that is contrary to the terms of this Agreement or any other Transaction Document to which it is a party, (ii) a breach by the Issuer of any of its covenants and agreements set forth in this Agreement or any other Transaction Document to which it is a party, (iii) any information provided by the Issuer in writing being untrue in any material respect as of the date provided, and (iv) any representation or warranty of the Issuer proven to have been false or misleading in any material respect when made or deemed made in this Agreement or in any Transaction Document. Promptly after receipt by an Indemnified Party of notice of the assertion of a claim or the commencement of a proceeding by a third party with respect to any matter referred to in this Section 6.1 which could be the subject of an indemnification claim against the Issuer hereunder, such Indemnified Party shall give written notice thereof to on the one hand and the Issuer and thereafter shall keep on the Issuer reasonably informed with respect thereto; provided, however, that failure other hand but also the relative fault of an Indemnified Party to give the Issuer written notice as provided herein shall not relieve the Issuer of its obligations hereunder unless the Issuer is materially and adversely prejudiced thereby and, in any such instance, the indemnification obligation of the Issuer to such Indemnified Party shall only be reduced by the amount of incremental costs or losses to the Issuer related to the failure to deliver such notice in a timely manner. If as well as any such proceeding (including any litigation, arbitration or similar proceeding) shall be brought against any Indemnified Party, the Issuer or the Manager shall be entitled to assume the defense thereof at the Issuer’s or the Manager’s expense with counsel chosen by the Issuer or the Manager and reasonably satisfactory to the Indemnified Party; provided, however, that any Indemnified Party may at its own expense retain separate counsel to participate in such defense. The Issuer and the Manager shall not be liable under this Article VI for any amount paid in settlement of such claims or proceedings without the consent of the Issuer or the Manager unless such consent is unreasonably withheld. All Indemnified Amounts shall be paid to the appropriate Indemnified Party within 30 days after such Indemnified Party’s written demand for such amount. Notwithstanding anything to the contrary, the Issuer’s obligations to make payments under this Section 6.1 shall be limited solely to funds available from time to time for such purpose pursuant to Section 302 or Section 806 of the Indenture and to the extent they are not so paid, such obligations shall not constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against the Issuerother relevant equitable considerations.

Indemnities by the Issuer. (a) Without limiting any other rights which that the Deal AgentsAdministrative Agent, the Purchasers or any of Credit Parties and their respective Affiliatesassigns, officers, directors, agents and employees and/or agents thereof or their respective successors and assigns (each, a “Issuer Indemnified Party”) may have hereunder or under applicable lawApplicable Law, the Issuer hereby agrees to indemnify each of the Deal Agents, the Purchasers and each of their respective officers, directors, employees, counsel and agents thereof (each, an “Issuer Indemnified Party”) Party from and against any and all liabilitiesclaims, losses, damages, costs losses and expenses liabilities (including reasonable and documented, out-of-pocket costs of defense and legal fees and expensesAttorney Costs) which may be incurred or suffered by such Indemnified Party, except to the extent caused by the gross negligence or willful misconduct of the Indemnified Party (all of the foregoing being collectively referred to as “Issuer Indemnified Amounts”) as a result of claims, actions, suits or judgments asserted or imposed against an Indemnified Party and arising out of this Agreement and the Transaction Documents or the transactions contemplated thereby or the ownership or security interest in any Transferred Assets as contemplated herein including, without limitation, as a result of (i) an action or inaction by the Issuer that is contrary to the terms of resulting from this Agreement or any other Transaction Document or the use of proceeds of the Advances or the security interest in respect of any Pool Receivable or any other Collateral; excluding, however, (x) Issuer Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Issuer Indemnified Amounts resulted from the gross negligence or willful misconduct by the Issuer Indemnified Party seeking indemnification or any of its Affiliates and (y) any Taxes (the indemnification of which are governed by other provisions herein) other than Taxes that represent losses, claims, damages and liabilities arising with respect to a non-Tax claim. Without limiting or being limited by the foregoing, the Issuer shall pay on demand (it being understood that if any portion of such payment obligation is a partymade from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Issuer Indemnified Party any and all amounts necessary to indemnify such Issuer Indemnified Party from and against any and all Issuer Indemnified Amounts relating to or resulting from any of the following (but excluding Issuer Indemnified Amounts and Taxes described in clauses (x) and (y) above): (i) any Pool Receivable which the Issuer or the Servicer includes as an Eligible Receivable as part of the Net Receivables Pool Balance but which is not an Eligible Receivable at such time; (ii) a breach any representation, warranty or statement made or deemed made by the Issuer of (or any of its covenants respective officers) under or in connection with this Agreement, any of the other Transaction Documents, any Information Package, Weekly Report or any other information or report delivered by or on behalf of the Issuer pursuant hereto which shall have been untrue or incorrect when made or deemed made; (iii) the failure by the Issuer to comply with any Applicable Law with respect to any Pool Receivable or the related Contract; or the failure of any Pool Receivable or the related Contract to conform to any such Applicable Law; (iv) the failure to vest in the Administrative Agent a first priority perfected security interest in all or any portion of the Collateral, in each case free and clear of any Adverse Claim; (v) the failure to have filed, or any delay in filing, financing statements, financing statement amendments, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws with respect to any Pool Receivable and the other Collateral and Collections in respect thereof, whether at the time of any Advance or at any subsequent time; (vi) any products liability, environmental or other claim arising out of or in connection with any Pool Receivable or other merchandise, goods or services which are the subject of or related to any Pool Receivable; (vii) the commingling of Collections of Pool Receivables at any time with other funds; (viii) any investigation, litigation or proceeding (actual or threatened) related to this Agreement or any other Transaction Document or the use of proceeds of any Advances or in respect of any Pool Receivable or other Collateral or any related Contract; (ix) any failure of the Issuer to comply with its covenants, obligations and agreements set forth contained in this Agreement or any other Transaction Document Document; (x) any setoff with respect to which any Pool Receivable; (xi) any claim brought by any Person other than a Issuer Indemnified Party arising from any activity by the Issuer or any Affiliate of the Issuer in servicing, administering or collecting any Pool Receivable; (xii) the failure by the Issuer to pay when due any Taxes, including, without limitation, sales, excise or personal property taxes; (xiii) any failure of a Lock-Box Bank to comply with the terms of the applicable Lock-Box Agreement or any amounts payable by the Administrative Agent to a Lock-Box Bank under any Lock-Box Agreement; (xiv) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable (including, without limitation, a defense based on such Pool Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it is in accordance with its terms), or any other claim resulting from or relating to collection activities with respect to such Pool Receivable or the sale of goods or the rendering of services related to such Pool Receivable or the furnishing or failure to furnish any such goods or services or other similar claim or defense not arising from the financial inability of any Obligor to pay undisputed indebtedness; (xv) any action taken by the Administrative Agent as attorney-in-fact for the Issuer, any Originator, any Sub-Originator or the Servicer pursuant to this Agreement or any other Transaction Document; (xvi) the use of proceeds of any Advance; or (xvii) any reduction in any Note Balance as a partyresult of the distribution of Collections if all or a portion of such distributions shall thereafter be rescinded or otherwise must be returned for any reason. (b) Notwithstanding anything to the contrary in this Agreement, solely for purposes of the Issuer’s indemnification obligations in clauses (ii), (iii) and (ix) of this Article XIII, any information provided representation, warranty or covenant qualified by the occurrence or non-occurrence of a material adverse effect or similar concepts of materiality shall be deemed to be not so qualified. (c) If for any reason the foregoing indemnification is unavailable to any Issuer Indemnified Party or insufficient to hold it harmless, then the Issuer shall contribute to such Issuer Indemnified Party the amount paid or payable by such Issuer Indemnified Party as a result of such loss, claim, damage or liability in writing being untrue in any material respect such proportion as of is appropriate to reflect the date provided, and (iv) any representation or warranty relative economic interests of the Issuer proven to have been false or misleading on the one hand and such Issuer Indemnified Party on the other hand in any material respect when made or deemed made in the matters contemplated by this Agreement or in any Transaction Document. Promptly after receipt by an as well as the relative fault of the Issuer and such Issuer Indemnified Party of notice of the assertion of a claim or the commencement of a proceeding by a third party with respect to such loss, claim, damage or liability and any matter referred to in other relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Issuer under this Section 6.1 shall be in addition to any liability which could be the subject of an indemnification claim against the Issuer hereundermay otherwise have, such shall extend upon the same terms and conditions to each Issuer Indemnified Party Party, and shall give written notice thereof be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Issuer and thereafter shall keep the Issuer reasonably informed with respect thereto; provided, however, that failure of an Indemnified Party to give the Issuer written notice as provided herein shall not relieve the Issuer of its obligations hereunder unless the Issuer is materially and adversely prejudiced thereby and, in any such instance, the Parties. (d) Any indemnification obligation of the Issuer to such Indemnified Party shall only be reduced by the amount of incremental costs or losses to the Issuer related to the failure to deliver such notice in a timely manner. If any such proceeding (including any litigation, arbitration or similar proceeding) shall be brought against any Indemnified Party, the Issuer or the Manager shall be entitled to assume the defense thereof at the Issuer’s or the Manager’s expense with counsel chosen by the Issuer or the Manager and reasonably satisfactory to the Indemnified Party; provided, however, that any Indemnified Party may at its own expense retain separate counsel to participate in such defense. The Issuer and the Manager shall not be liable under this Article VI for any amount paid in settlement of such claims or proceedings without the consent of the Issuer or the Manager unless such consent is unreasonably withheld. All Indemnified Amounts shall be paid to the appropriate Indemnified Party within 30 days after such Indemnified Party’s written demand for such amount. Notwithstanding anything to the contrary, the Issuer’s obligations to make payments contribution under this Section 6.1 shall be limited solely to funds available from time to time for such purpose pursuant to Section 302 or Section 806 survive the termination of the Indenture and to the extent they are not so paid, such obligations shall not constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against the Issuerthis Agreement.

Indemnities by the Issuer. Without limiting any other rights which the Deal Agents, the Liquidity Agents, the Purchasers or any of their respective Affiliates, officers, directors, employees and/or agents thereof or their respective successors and assigns may have hereunder or under applicable law, the Issuer hereby agrees to indemnify each of the Deal Agents, the Liquidity Agents, the Purchasers and each of their respective officers, directors, employees, counsel and agents thereof (each, an “Indemnified Party”) from and against any and all liabilities, losses, damages, costs and expenses (including reasonable and documented, out-of-pocket costs of defense and legal fees and expenses) which may be incurred or suffered by such Indemnified Party, except to the extent caused by the gross negligence or willful misconduct of the Indemnified Party (all of the foregoing being collectively referred to as “Indemnified Amounts”) as a result of claims, actions, suits or judgments asserted or imposed against an Indemnified Party and arising out of this Agreement and the Transaction Documents or the transactions contemplated thereby or the ownership or security interest in any Transferred Assets as contemplated herein including, without limitation, as a result of (i) an action or inaction by the Issuer that is contrary to the terms of this Agreement or any other Transaction Document to which it is a party, (ii) a breach by the Issuer of any of its covenants and agreements set forth in this Agreement or any other Transaction Document to which it is a party, (iii) any information provided by the Issuer in writing being untrue in any material respect as of the date provided, and (iv) any representation or warranty of the Issuer proven to have been false or misleading in any material respect when made or deemed made in this Agreement or in any Transaction Document. Promptly after receipt by an Indemnified Party of notice of the assertion of a claim or the commencement of a proceeding by a third party with respect to any matter referred to in this Section 6.1 which could be the subject of an indemnification claim against the Issuer hereunder, such Indemnified Party shall give written notice thereof to the Issuer and thereafter shall keep the Issuer reasonably informed with respect thereto; provided, however, that failure of an Indemnified Party to give the Issuer written notice as provided herein shall not relieve the Issuer of its obligations hereunder unless the Issuer is materially and adversely prejudiced thereby and, in any such instance, the indemnification obligation of the Issuer to such Indemnified Party shall only be reduced by the amount of incremental costs or losses to the Issuer related to the failure to deliver such notice in a timely manner. If any such proceeding (including any litigation, arbitration or similar proceeding) shall be brought against any Indemnified Party, the Issuer or the Manager shall be entitled to assume the defense thereof at the Issuer’s or the Manager’s expense with counsel chosen by the Issuer or the Manager and reasonably satisfactory to the Indemnified Party; provided, however, that any Indemnified Party may at its own expense retain separate counsel to participate in such defense. The Issuer and the Manager shall not be liable under this Article VI for any amount paid in settlement of such claims or proceedings without the consent of the Issuer or the Manager unless such consent is unreasonably withheld. All Indemnified Amounts shall be paid to the appropriate Indemnified Party within 30 days after such Indemnified Party’s written demand for such amount. Notwithstanding anything to the contrary, the Issuer’s obligations to make payments under this Section 6.1 shall be limited solely to funds available from time to time for such purpose pursuant to Section 302 or Section 806 of the Indenture and to the extent they are not so paid, such obligations shall not constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against the Issuer.

Indemnities by the Issuer. Without limiting any other rights which the Deal Agents, the Purchasers or any of their respective Affiliates, officers, directors, employees and/or agents thereof or their respective successors and assigns the Indemnified Parties may have hereunder or under applicable law, but without duplication, the Issuer hereby agrees to indemnify each of the Deal Agents, the Purchasers and each of their respective officers, directors, employees, counsel and agents thereof (each, an “Indemnified Party”) Parties from and against any and all liabilitiesdamages, losses, damagesclaims, judgments, liabilities and related costs and expenses (expenses, including reasonable and documented, out-of-pocket costs of defense and legal attorneys' fees and expensesdisbursements, awarded against or incurred by any Indemnified Party relating to or resulting from or in connection with any of the following (all of the foregoing being called the "Issuer Indemnified Losses"), other than any such Issuer Indemnified Loss (x) constituting recourse for Receivables which are uncollectible for credit reasons or (y) which may be incurred or suffered by such Indemnified Party, except to the extent caused by arise solely from the gross negligence or willful misconduct of the affected Indemnified Party Party: (all i) the sale or transfer to the Issuer of any Series Receivable which was not at the time of such transfer an Eligible Receivable; (ii) reliance on any representation or warranty made in writing by the Issuer (or any of its officers) or by the Seller under or in connection with this Agreement, any "Seller Transfer Report" (as defined in the Issuer Purchase Agreement) or any Monthly Report, or reliance on any other information or report delivered by the Issuer or by the Master Servicer with respect to the Issuer (to the extent based on information provided by the Issuer) pursuant hereto, which shall have been false, incorrect or materially misleading in any respect when made; it being agreed that the incorrectness of any such representation or warranty or the determination that any such representation or warranty was materially misleading, and the indemnification obligations of the Issuer pursuant to this clause (ii) resulting therefrom, shall in each case, be determined without giving effect to any limitation on the "knowledge," "best of knowledge" or other similar limitation on the knowledge of the Issuer contained in any such representation or warranty; (iii) the failure by the Issuer to comply with (x) any term, provision or covenant contained in the Agreement, this Supplement, any of the other Operative Documents or any agreement executed in connection with any of the foregoing being collectively referred or (y) any applicable law, rule or regulation with respect to as “Indemnified Amounts”) as a result of claimsany Receivable, actions, suits or judgments asserted or imposed against an Indemnified Party and arising out of this the related Settlement Purchase Agreement and the Transaction Documents or the transactions contemplated thereby Related Security, or the nonconformity of any Series Receivable, the related Settlement Purchase Agreement or the Related Security relating thereto with any such applicable law, rule or regulation; (iv) the failure to vest and maintain vested in the Trustee, or to transfer to the Trustee, a first priority perfected ownership or security interest in in, the Series Receivables and the associated Related Security, free and clear of any Transferred Assets Lien (other than as contemplated herein includingunder the Operative Documents); (v) the failure to file, without limitation, as a result of (i) an action or inaction by the Issuer that is contrary to the terms of this Agreement or any delay in filing, financing statements or other Transaction Document to which it is a party, (ii) a breach by similar instruments or documents under the Issuer UCC of any of its covenants and agreements set forth in this Agreement applicable jurisdiction or any other Transaction Document to which it is a party, (iii) any information provided by the Issuer in writing being untrue in any material respect as of the date provided, and (iv) any representation or warranty of the Issuer proven to have been false or misleading in any material respect when made or deemed made in this Agreement or in any Transaction Document. Promptly after receipt by an Indemnified Party of notice of the assertion of a claim or the commencement of a proceeding by a third party applicable laws with respect to any matter referred to in this Section 6.1 which could be Series Receivables and the subject associated Related Security, whether at the time of an indemnification claim against the Issuer hereunder, such Indemnified Party shall give written notice transfer thereof to the Issuer and thereafter shall keep or otherwise; (vi) the failure by the Issuer reasonably informed with respect thereto; providedto be duly qualified to do business, however, that failure of an Indemnified Party to give the Issuer written notice as provided herein shall not relieve the Issuer of its obligations hereunder unless the Issuer is materially and adversely prejudiced thereby and, be in good standing or to have filed appropriate fictitious or assumed name registration documents in any such instance, jurisdiction; (vii) the indemnification obligation failure of the Issuer to such Indemnified Party shall only be reduced by pay when due any sales taxes or other governmental fees or charges imposed in connection with the amount transfer of incremental costs or losses to the Issuer related to Series Receivables hereunder; (viii) the failure to deliver such notice in a timely manner. If any such proceeding (including any litigation, arbitration or similar proceeding) shall be brought against any Indemnified Party, the Issuer or the Manager shall be entitled to assume the defense thereof at the Issuer’s or the Manager’s expense with counsel chosen by the Issuer or the Manager and reasonably satisfactory to the Indemnified Party; provided, however, that any Indemnified Party may at its own expense retain separate counsel to participate in such defense. The Issuer and the Manager shall not be liable under this Article VI for any amount paid in settlement of such claims or proceedings without the consent of the Issuer or any of its agents, employees or representatives to remit any Collections received by it in accordance with the Manager unless terms hereof; (ix) the assignment by a Claimant, the Company, the Seller or the Issuer of the rights to Scheduled Payments (or any portion thereof) under a Settlement Purchase Agreement in contravention of an anti-assignment provision in such consent is unreasonably withheldSettlement Agreement that prohibits the transfer of the rights to such Scheduled Payments (or any portion thereof); and (x) any Indemnified Loss arising in connection with a Series Receivable, the underlying Settlement Agreement of which was not the subject of a Qualified Assignment, to the extent such Indemnified Loss would not have been incurred had such Settlement Agreement been the subject of a Qualified Assignment (without regard to whether there may have been a different Annuity Provider had there been a Qualified Assignment and disregarding any rights against any Person which would have been an Assignee had there been a Qualified Assignment). All Subject to Section 10.05, any Issuer Indemnified Amounts shall Losses payable by the Issuer under this Section 9.05 shall, be paid by the Issuer to the appropriate requesting Indemnified Party within 30 days after five (5) Business Days following such Indemnified Party’s 's written demand therefor, setting forth in reasonable detail the basis for such amountdemand. Notwithstanding anything to The agreements of the contrary, the Issuer’s obligations to make payments under Issuer contained in this Section 6.1 9.05 shall be limited solely to funds available from time to time for such purpose pursuant to Section 302 or Section 806 survive the Collection Date of the Indenture Series 1997-A Notes and to the extent they are not so paidtermination of this Supplement. In addition, such obligations in no event shall not constitute a “claim” (as defined in Indemnified Losses include any consequential, special or punitive damages. The provisions of this Section 101(5) 9.05 shall survive the termination of the Bankruptcy Code) against the Issuerthis Agreement.

Indemnities by the Issuer. Without limiting any other rights which the Deal AgentsAgent, the Purchasers Liquidity Agent, the Secured Parties or any of their respective Affiliates, officers, directors, employees and/or agents thereof or their respective successors and assigns Affiliates may have hereunder or under applicable law, the Issuer hereby agrees to indemnify each of and hold harmless, and agrees to defend, the Deal AgentsAgent, the Purchasers Liquidity Agent, the Secured Parties, and each of their respective Affiliates and officers, directors, employees, counsel employees and agents thereof (each, each of the foregoing Persons being referred to as an “Indemnified Party”"INDEMNIFIED PARTY") from and against any and all liabilitiesdamages, losses, damagesclaims, liabilities and related costs and expenses (expenses, including reasonable and documented, out-of-pocket costs of defense and legal attorneys' fees and expenses) which may be incurred or suffered by such Indemnified Party, except to the extent caused by the gross negligence or willful misconduct of the Indemnified Party disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”"INDEMNIFIED AMOUNTS") awarded against or incurred by any of them, arising out of or as a result of claimsthis Agreement, actionsany other Basic Document or the Grants of the Collateral or in respect of any Contract, suits or judgments asserted any other item of the Collateral, excluding, however, Indemnified Amounts to the extent resulting from gross negligence or imposed against willful misconduct on the part of the Deal Agent, the Liquidity Agent, such Secured Parties or such Affiliate. If the Issuer has made any indemnity payment pursuant to this SECTION 4.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Issuer an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting the foregoing, the Issuer shall indemnify each Indemnified Party and arising out of this Agreement and the Transaction Documents for Indemnified Amounts relating to or the transactions contemplated thereby resulting from: (a) any Contract treated as or the ownership or security interest in any Transferred Assets as contemplated herein including, without limitation, as a result of (i) an action or inaction represented by the Issuer that to be an Eligible Contract which is contrary to not at the terms of this Agreement or any other Transaction Document to which it is a party, applicable time an Eligible Contract; (iib) a breach by the Issuer of any of its covenants and agreements set forth in this Agreement or any other Transaction Document to which it is a party, (iii) any information provided by the Issuer in writing being untrue in any material respect as of the date provided, and (iv) reliance on any representation or warranty made or deemed made by the Issuer, the Transferor, the Servicer (if the Originator or one of its Affiliates), the Issuer proven to Original Transferors or any of their respective officers under or in connection with this Agreement, any other Basic Document or the Purchase Agreements, which shall have been false or misleading incorrect in any material respect when made or deemed made or delivered; (c) the failure by the Issuer, Servicer (if the Originator or one of its Affiliates) or the Original Transferors to comply with any term, provision or covenant contained in this Agreement or any agreement executed in connection with this Agreement or any Transaction other Basic Document. Promptly after receipt by an Indemnified Party of notice of the assertion of a claim , or the commencement of a proceeding by a third party with any applicable law, rule or regulation with respect to any matter referred to in this Section 6.1 which could be Contract or any other item of the subject Collateral or the nonconformity of an indemnification claim against any Contract or any other item of the Issuer hereunder, such Indemnified Party shall give written notice thereof to the Issuer and thereafter shall keep the Issuer reasonably informed Collateral with respect thereto; provided, however, that failure of an Indemnified Party to give the Issuer written notice as provided herein shall not relieve the Issuer of its obligations hereunder unless the Issuer is materially and adversely prejudiced thereby and, in any such instanceapplicable law, the indemnification obligation of the Issuer to such Indemnified Party shall only be reduced by the amount of incremental costs rule or losses to the Issuer related to regulation; (d) the failure to deliver vest and maintain vested in the Indenture Trustee for the benefit of the Secured Parties first priority perfected security interests in the related Collateral, together with all related Collections, free and clear of any adverse claim whether existing as of the Original Closing Date or at any time thereafter; (e) the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any assets which are, or are purported to be, Collateral, whether at the time of any Grant or at any subsequent time; (f) any dispute, claim, offset or defense of any Obligor to the payment of any asset which is, or is purported to be, Collateral (including, without limitation, a defense based on such notice asset or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in a timely manner. If accordance with its terms), or any other claim resulting from the sale of the merchandise or services related to such proceeding asset or the furnishing or failure to furnish such merchandise or services; (including g) any litigationfailure of the Issuer, arbitration the Transferor, the Servicer (if the Originator or similar proceedingone of its Affiliates) shall be brought against or the Original Transferors to perform its duties or obligations in accordance with the provisions of this Agreement, the Purchase Agreements or any Indemnified Partyother Basic Document or any failure by the Originator, the Issuer or any Affiliate thereof to perform its respective duties under the Manager shall be entitled to assume Contracts; (h) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with merchandise or services which are the defense thereof at subject of any Contract; (i) the failure by the Issuer’s , the Transferor, the Servicer (if the Originator or one of its Affiliates) or the Manager’s expense Original Transferors to pay when due any Taxes for which such party is liable, including without limitation, sales, excise or personal property taxes payable in connection with counsel chosen the Collateral; (j) any repayment by the Deal Agent, the Liquidity Agent or a Secured Party of any amount previously distributed in reduction of outstanding principal amount of any Note or payment of interest or any other amount due hereunder or under any Hedging Agreement, in each case which amount the Deal Agent, the Liquidity Agent or a Secured Party believes in good faith is required to be repaid; (k) the commingling of Collections by any Person at any time with other funds; (l) any investigation, litigation or proceeding related to this Agreement or any other Basic Document or the use of proceeds of the Notes or the ownership of the Collateral or in respect of any Contract or any other item of the Collateral; (m) any failure by the Issuer or the Manager and to give reasonably satisfactory equivalent value to the Indemnified Party; provided, however, that any Indemnified Party may at its own expense retain separate counsel Transferor in consideration for the transfer by the Transferor to participate in such defense. The Issuer and the Manager shall not be liable under this Article VI for any amount paid in settlement of such claims or proceedings without the consent of the Issuer of any assets under the Transfer and Servicing Agreement or the Manager unless any other Basic Document or any attempt by any Person to void or otherwise avoid any such consent is unreasonably withheld. All Indemnified Amounts shall be paid to the appropriate Indemnified Party within 30 days after such Indemnified Party’s written demand for such amount. Notwithstanding anything to the contrarytransfer under any statutory provision or common law or equitable action, the Issuer’s obligations to make payments under this Section 6.1 shall be limited solely to funds available from time to time for such purpose pursuant to Section 302 or Section 806 of the Indenture and to the extent they are not so paidincluding, such obligations shall not constitute a “claim” (as defined in Section 101(5) without limitation, any provision of the Bankruptcy Code; or (n) against the failure of the Issuer, the Transferor, the Servicer, the Original Transferors or any of their respective agents or representatives to remit Collections to the Servicer, the Indenture Trustee or the Deal Agent. Any amounts subject to the indemnification provisions of this SECTION 4.1 shall be paid by the Issuer to the Deal Agent within two Business Days following the Deal Agent's demand therefor. If for any reason the indemnification provided above in this SECTION 4.1 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Issuer 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 Issuer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations.

Indemnities by the Issuer. Without limiting any other rights which the Deal Agents, the Liquidity Agents, the Purchasers or any of their respective Affiliates, officers, directors, employees and/or agents thereof or their respective successors and assigns may have hereunder or under applicable law, the Issuer hereby agrees to indemnify each of the Deal Agents, the Liquidity Agents, the Purchasers and each of their respective officers, directors, employees, counsel and agents thereof (each, an “"Indemnified Party”") from and against any and all liabilities, losses, damages, costs and expenses (including reasonable and documented, out-of-pocket costs of defense and legal fees and expenses) which may be incurred or suffered by such Indemnified Party, except to the extent caused by the gross negligence or willful misconduct of the Indemnified Party (all of the foregoing being collectively referred to as “"Indemnified Amounts”") as a result of claims, actions, suits or judgments asserted or imposed against an Indemnified Party and arising out of this Agreement and the Transaction Documents or the transactions contemplated thereby or the ownership or security interest in any Transferred Assets as contemplated herein including, without limitation, as a result of (i) an action or inaction by the Issuer that is contrary to the terms of this Agreement or any other Transaction Document to which it is a party, (ii) a breach by the Issuer of any of its covenants and agreements set forth in this Agreement or any other Transaction Document to which it is a party, (iii) any information provided by the Issuer in writing being untrue in any material respect as of the date provided, and (iv) any representation or warranty of the Issuer proven to have been false or misleading in any material respect when made or deemed made in this Agreement or in any Transaction Document. Promptly after receipt by an Indemnified Party of notice of the assertion of a claim or the commencement of a proceeding by a third party with respect to any matter referred to in this Section 6.1 which could be the subject of an indemnification claim against the Issuer hereunder, such Indemnified Party shall give written notice thereof to the Issuer and thereafter shall keep the Issuer reasonably informed with respect thereto; provided, however, that failure of an Indemnified Party to give the Issuer written notice as provided herein shall not relieve the Issuer of its obligations hereunder unless the Issuer is materially and adversely prejudiced thereby and, in any such instance, the indemnification obligation of the Issuer to such Indemnified Party shall only be reduced by the amount of incremental costs or losses to the Issuer related to the failure to deliver such notice in a timely manner. If any such proceeding (including any litigation, arbitration or similar proceeding) shall be brought against any Indemnified Party, the Issuer or the Manager shall be entitled to assume the defense thereof at the Issuer’s 's or the Manager’s 's expense with counsel chosen by the Issuer or the Manager and reasonably satisfactory to the Indemnified Party; provided, however, that any Indemnified Party may at its own expense retain separate counsel to participate in such defense. The Issuer and the Manager shall not be liable under this Article VI for any amount paid in settlement of such claims or proceedings without the consent of the Issuer or the Manager unless such consent is unreasonably withheld. All Indemnified Amounts shall be paid to the appropriate Indemnified Party within 30 days after such Indemnified Party’s 's written demand for such amount. Notwithstanding anything to the contrary, the Issuer’s 's obligations to make payments under this Section 6.1 shall be limited solely to funds available from time to time for such purpose pursuant to Section 302 or Section 806 of the Indenture and to the extent they are not so paid, such obligations shall not constitute a “"claim” " (as defined in Section 101(5) of the Bankruptcy Code) against the Issuer.