Common use of Indemnities by the Originators Clause in Contracts

Indemnities by the Originators. Without limiting any other rights which the Company may have hereunder or under applicable law, each Originator, severally and for itself alone, hereby agrees to indemnify and hold harmless the Company and each of its Affiliates, agents, employees, officers, and directors (each of the foregoing Persons being individually called a “Purchase and Sale Indemnified Party”), forthwith on demand, from and against any and all claims, damages, expenses, costs, losses and liabilities, including Attorney Costs (all of the foregoing being collectively called “Purchase and Sale Relevant Amounts”) arising out of or resulting from the failure of such Originator to perform its obligations under this Agreement, or arising out of the claims asserted against a Purchase and Sale Indemnified Party relating to the acquisition of the Sold Receivables by the Company, excluding, Purchase and Sale Relevant Amounts to the extent, (a) such Purchase and Sale Relevant Amounts are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the fraud, gross negligence or willful misconduct of such Purchase and Sale Indemnified Party, (b) due to the credit risk of an Obligor and for which reimbursement would constitute recourse to any Originator for uncollectible Receivables or (c) such Purchase and Sale Relevant Amounts are in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim; provided, that nothing contained in this sentence shall limit the liability of such Originator or limit the recourse of any Purchase and Sale Indemnified Party to such Originator for any amounts otherwise specifically provided to be paid by such Originator hereunder. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (a), (b) and (c) of the previous sentence, each Originator, severally for itself alone, shall indemnify each Purchase and Sale Indemnified Party for Purchase and Sale Relevant Amounts relating to or resulting from:

Indemnities by the Originators. Without limiting any other rights which that Buyer or any of its Stockholders, any of its assignees (including the Company Secured Parties and the Administrative Agent), or any of their respective officers, directors, employees, attorneys, agents or representatives and transferees, successors and assigns (each, a “Buyer Indemnified Person”) may have hereunder or under applicable law, each Originator, severally and for itself alone, Originator hereby agrees to indemnify and hold harmless the Company and each of its Affiliates, agents, employees, officers, and directors (each of the foregoing Persons being individually called a “Purchase and Sale Buyer Indemnified Party”), forthwith on demand, Person from and against any and all claims, damages, expenses, costs, losses and liabilities, including Attorney Costs (all of the foregoing being collectively called “Purchase and Sale Relevant Amounts”) arising out of Indemnified Amounts that may be claimed or resulting from the failure of asserted against or incurred by any such Originator to perform its obligations under this Agreement, Buyer Indemnified Person in connection with or arising out of the claims asserted against transactions contemplated under this Agreement or under any other Related Document and any actions or failures to act in connection therewith, including any and all associated reasonable legal costs and expenses, or in respect of any Transferred Receivable or any Contract therefor or the use by such Originator of the Sale Price therefor; provided that no Originator shall be liable for any indemnification to a Purchase and Sale Buyer Indemnified Party relating Person to the acquisition of the Sold Receivables by the Company, excluding, Purchase and Sale Relevant extent that any such Indemnified Amounts to the extent, (a) result from such Purchase and Sale Relevant Amounts are Buyer Indemnified Person’s gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the fraudjurisdiction, gross negligence or willful misconduct of such Purchase and Sale Indemnified Party, (b) constitute recourse for uncollectible or uncollected Transferred Receivables due to the credit risk failure (without cause or justification) or inability on the part of an the related Obligor and for which reimbursement would constitute recourse to any Originator for uncollectible Receivables perform its obligations thereunder or (c) such Purchase and Sale Relevant Amounts are in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim; provided, that nothing contained in this sentence shall limit the liability of such Originator or limit the recourse occurrence of any Purchase and Sale Indemnified Party event of bankruptcy with respect to such Originator for any amounts otherwise specifically provided Obligor. Subject to be paid by such Originator hereunder. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (a), ) and (b) and (c) of the previous proviso in the immediately preceding sentence, but otherwise without limiting the generality of the foregoing, each Originator, severally for itself alone, Originator shall indemnify pay on demand to each Purchase Buyer Indemnified Person any and Sale all Indemnified Party for Purchase and Sale Relevant Amounts relating to or resulting from:

Indemnities by the Originators. Without limiting any other rights which the Company Initial Purchaser and each of its permitted assigns, officers, directors, employees and agents (each of the foregoing Persons being individually called a "Sale Indemnified Party") may have hereunder or under applicable law, each Originator, severally jointly and for itself aloneseverally, hereby agrees to indemnify and hold harmless the Company Initial Purchaser and each of its Affiliates, agents, employees, officers, and directors (each of the foregoing Persons being individually called a “Purchase and Sale Indemnified Party”), forthwith on demand, Party from and against any and all damages, losses, claims, damagesjudgments, liabilities and related costs and expenses, costs, losses including reasonable attorneys' fees and liabilities, including Attorney Costs disbursements (all of the foregoing collectively being collectively called “Purchase and "Sale Relevant Indemnified Amounts”") arising out of or resulting from this Agreement (whether directly or indirectly) or the failure use of such Originator to perform its obligations under this Agreement, proceeds of purchases or arising out the ownership of the claims asserted against a Purchase and Sale Indemnified Party relating to the acquisition of the Sold Receivables by the Companyany Pool Receivable or Related Rights, excluding, Purchase and Sale Relevant Amounts to the extenthowever, (a) such Purchase and Sale Relevant Indemnified Amounts are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted the extent resulting from the fraud, gross negligence or willful misconduct on the part of the Initial Purchaser or such Purchase and Sale Indemnified Party, (b) due Sale Indemnified Amounts to the credit risk extent the same includes losses in respect of an Obligor Pool Receivables and for which reimbursement therefor that would constitute credit recourse to the Originators for the amount of any Originator Pool Receivable or Related Rights not paid by the related Obligor for uncollectible Receivables credit reasons, or (c) any net income taxes or franchise taxes imposed on the Initial Purchaser or such Purchase and Sale Relevant Amounts are in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim; provided, that nothing contained in this sentence shall limit the liability of such Originator or limit the recourse of any Purchase and Sale Indemnified Party to by the jurisdiction under the laws of which such Originator for Sale Indemnified Party is organized or any amounts otherwise specifically provided to be paid by such Originator hereunderpolitical subdivision thereof. Without limiting or being limited by the foregoing indemnificationforegoing, but subject to the limitations exclusions set forth in clauses (a), (b) and (c) of the previous immediately preceding sentence, each Originator, severally for itself alonejointly and severally, shall indemnify pay on demand to the Initial Purchaser and each Purchase and Sale Indemnified Party for Purchase any and all amounts necessary to indemnify the Initial Purchaser and such Sale Relevant Indemnified Party from and against any and all Sale Indemnified Amounts relating to or resulting fromfrom any of the following:

Indemnities by the Originators. Without limiting any other rights which the Company may have hereunder or under applicable law, each Originator, severally and for itself alone, and VWR, jointly and severally with each Originator, hereby agrees to indemnify and hold harmless harmless, on an after-tax basis, the Company and each of its Affiliates, agents, employees, officers, directors, employees and directors agents (each of the foregoing Persons being individually called a “Purchase and Sale Indemnified Party”), forthwith on within five (5) Business Days following demand, from and against any and all damages, losses, claims, damagesjudgments, liabilities, penalties, Taxes, reasonable costs and expenses, costs, losses and liabilities, (including Attorney Costs Costs) (all of the foregoing being collectively called “Purchase and Sale Relevant Indemnified Amounts”) awarded against or incurred by any of them arising out of or resulting from as a result of the failure of such Originator to perform its obligations under this AgreementAgreement or any other Transaction Document, or arising out of the claims asserted against a Purchase and Sale Indemnified Party relating to the acquisition transactions contemplated herein or therein or the use of the Sold Receivables by the Companyproceeds thereof or therefrom, excluding, excluding only Purchase and Sale Relevant Indemnified Amounts to the extent, extent (ai) such Purchase and Sale Relevant Amounts are determined by a final judgment of a court of competent jurisdiction by final holds that such Purchase and nonappealable judgment to have Sale Indemnified Amounts resulted from the frauda breach of law, gross breach of this Agreement, bad faith, negligence or willful misconduct of such the Purchase and Sale Indemnified PartyParty seeking indemnification, (bii) due to the credit risk of an the Obligor and for which reimbursement would constitute recourse to any Originator for uncollectible Receivables or (ciii) such Purchase and Sale Relevant Indemnified Amounts are in respect include Taxes imposed or based on, or measured by, the gross or net income or receipts of Taxes other than such Purchase and Sale Indemnified Party by the jurisdiction under the laws of which such Purchase and Sale Indemnified Party is organized (or any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimpolitical subdivision thereof); provided, that nothing contained in this sentence shall limit the liability of such Originator or limit the recourse of any Purchase and Sale Indemnified Party to such Originator for any amounts otherwise specifically provided to be paid by such Originator hereunder. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (ai), (bii) and (ciii) of the previous sentence, each Originator, severally for itself alone, and VWR, jointly and severally with each Originator, shall indemnify each Purchase and Sale Indemnified Party for Purchase and Sale Relevant Indemnified Amounts relating to or resulting from:

Indemnities by the Originators. Without limiting any other rights which the Company Purchaser may have hereunder or under applicable law, each Originator, severally and for itself alone, hereby agrees to indemnify and hold harmless the Company Purchaser and each of its Affiliates, agents, employees, officers, directors, employees and directors agents (each of the foregoing Persons being individually called a “Purchase and Sale Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, damagesjudgments, liabilities and related costs and expenses, costs, losses including reasonable fees of legal counsel and liabilities, including Attorney Costs disbursements (all of the foregoing being collectively called “Purchase and Sale Relevant Indemnified Amounts”) awarded against or incurred by any of them to the extent arising out of or resulting from as a result of (a) the breach of any representation or warranty made by such Originator herein or in any other Transaction Document to which it is a party or (b) the failure of such Originator to perform its obligations under this AgreementAgreement or any other Transaction Document to which it is a party; excluding, or arising out of the claims asserted against a however, (x) Purchase and Sale Indemnified Party relating to the acquisition of the Sold Receivables by the Company, excluding, Purchase and Sale Relevant Amounts to the extent, (a) such Purchase and Sale Relevant Amounts are determined by extent a final judgment of a court of competent jurisdiction by final holds such Purchase and nonappealable judgment to have Sale Indemnified Amounts resulted from the fraud, gross negligence or willful misconduct on the part of such Purchase and Sale Indemnified Party, (by) any indemnification which has the effect of recourse for non-payment or uncollectibility of the Receivables due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the credit risk of an relevant Obligor and for which reimbursement would constitute recourse to (z) any Originator for uncollectible Receivables net income or (c) franchise tax imposed on such Purchase and Sale Relevant Amounts are in respect of Taxes Indemnified Party or any other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim; provided, that nothing contained in this sentence shall limit the liability of taxes imposed against such Originator or limit the recourse of any Purchase and Sale Indemnified Party to the extent such Originator taxes are measured by or against the gross income or net income or receipts of such Person. If for any amounts otherwise specifically reason the indemnification provided above in this Section 9.1 is unavailable to be paid by such Originator hereunder. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (a), (b) and (c) of the previous sentence, each Originator, severally for itself alone, shall indemnify each a Purchase and Sale Indemnified Party for or is insufficient to hold such Purchase and Sale Relevant Amounts relating Indemnified Party harmless, then each Originator agrees that it shall contribute to the amount paid or resulting from:payable by such Purchase and Sale Indemnified Party to the maximum extent permitted under applicable law.

Indemnities by the Originators. Without limiting any other rights which the Company may have hereunder or under applicable law, each Originator, severally and for itself alone, hereby agrees to indemnify and hold harmless the Company and each of its Affiliates, agents, employees, officers, directors, employees and directors agents (each of the foregoing Persons being individually called a “Purchase and Sale Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, damagesjudgments, liabilities and related costs and expenses, costs, losses and liabilities, including Attorney Costs (all of the foregoing being collectively called “Purchase and Sale Relevant Indemnified Amounts”) awarded against or incurred by any of them arising out of or resulting from as a result of the failure of such Originator to perform its obligations under this AgreementAgreement or any other Transaction Document, or arising out of the claims asserted against a Purchase and Sale Indemnified Party relating to the acquisition transactions contemplated herein or therein or the use of the Sold Receivables by the Company, proceeds thereof or therefrom; excluding, however, (i) Purchase and Sale Relevant Indemnified Amounts to the extent, (a) such Purchase and Sale Relevant Amounts are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted extent resulting from the fraud, gross negligence or willful misconduct on the part of such Purchase and Sale Indemnified Party, (bii) any indemnification which has the effect of recourse for non-payment of the Receivables due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the credit risk of an relevant Obligor and for which reimbursement would constitute recourse to (iii) any Originator for uncollectible Receivables net income or (c) franchise tax imposed on such Purchase and Sale Relevant Amounts are in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim; provided, that nothing contained in this sentence shall limit the liability of such Originator or limit the recourse of any Purchase and Sale Indemnified Party to by the jurisdiction under the laws of which such Originator for Purchase and Sale Indemnified Party is organized or any amounts otherwise specifically provided to be paid by such Originator hereunderpolitical subdivision thereof. Without limiting the foregoing indemnificationforegoing, but and subject to the limitations exclusions set forth in clauses (a), (b) and (c) of the previous preceding sentence, each Originator, severally for itself alone, shall indemnify each Purchase and Sale Indemnified Party for Purchase and Sale Relevant Indemnified Amounts relating to or resulting from:

Indemnities by the Originators. Without limiting any other rights which the Company may have hereunder or under applicable law, each Originator, severally and for itself alone, alone hereby agrees to indemnify and hold harmless the Company and each of its Affiliates, agents, employees, officers, directors, employees and directors agents (each of the foregoing Persons being individually called a “"Purchase and Sale Indemnified Party”"), forthwith on demand, from and against any and all damages, losses, claims, damagesjudgments, liabilities and related costs and expenses, costs, losses including reasonable attorneys' fees and liabilities, including Attorney Costs disbursements (all of the foregoing being collectively called “"Purchase and Sale Relevant Indemnified Amounts”") awarded against or incurred by any of them arising out of or resulting from as a result of the failure of such Originator to perform its obligations under this AgreementAgreement or any other Purchase Document, or arising out of the claims asserted against a Purchase and Sale Indemnified Party relating to the acquisition transactions contemplated herein or therein or the use of the Sold Receivables by the Companyproceeds thereof or therefrom, INCLUDING PURCHASE AND SALE INDEMNIFIED AMOUNTS RESULTING FROM THE NEGLIGENCE OF THE PURCHASE AND SALE INDEMNIFIED PARTIES, but excluding, however, (i) Purchase and Sale Relevant Indemnified Amounts to the extent, (a) such Purchase and Sale Relevant Amounts are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted extent resulting from the fraud, gross negligence or willful misconduct on the part of such Purchase and Sale Indemnified Party, (bii) due to any indemnification which has the credit risk effect of an Obligor and recourse for which reimbursement would constitute recourse non-payment of the Purchased Receivables to any Originator for uncollectible Receivables or indemnitor (c) such Purchase and Sale Relevant Amounts are in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim; provided, that nothing contained in this sentence shall limit the liability of such Originator or limit the recourse of any Purchase and Sale Indemnified Party to such Originator for any amounts except as otherwise specifically provided to be paid under this Section 9.1) and (iii) any tax based upon or measured by such Originator hereundernet income, property or gross receipts. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (a), (b) and (c) of the previous sentenceforegoing, each Originator, severally for itself alone, shall indemnify each Purchase and Sale Indemnified Party for Purchase and Sale Relevant Indemnified Amounts relating to or resulting from:

Indemnities by the Originators. Without limiting any other rights which the Company Originator Indemnified Parties may have hereunder or under applicable lawLaw, each OriginatorOriginator hereby agrees, severally jointly and for itself aloneseverally, hereby agrees to indemnify the SPV and hold harmless the Company its successors, transferees and each of its Affiliatesassigns and all officers, agentsdirectors, shareholders, controlling persons, employees, officers, counsel and directors (each other agents of any of the foregoing Persons being individually called a (collectively, “Purchase and Sale Originator Indemnified PartyParties”), forthwith on demand, ) from and against any and all damages, losses, claims, damagesliabilities, costs and expenses, costs, losses including reasonable attorneys’ fees (which attorneys may be employees of any Originator Indemnified Party) and liabilities, including Attorney Costs disbursements (all of the foregoing being collectively called referred to as “Purchase and Sale Relevant Originator Indemnified Amounts”) awarded against or incurred by any of them in any action or proceeding between any Originator and any of the Originator Indemnified Parties or between any of the Originator Indemnified Parties and any third party or otherwise arising out of or resulting from the failure as a result of such Originator to perform its obligations under this Agreement, the other Transaction Documents, the ownership or arising out maintenance, either directly or indirectly, by the SPV or any other Originator Indemnified Party of any interest in any Conveyed Receivable and Related Assets or any of the claims asserted against a Purchase and Sale Indemnified Party relating to the acquisition of the Sold Receivables by the Companyother transactions contemplated hereby or thereby, excluding, Purchase and Sale Relevant however, (i) Originator Indemnified Amounts to the extent, (a) such Purchase and Sale Relevant Amounts are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted extent resulting from the fraud, gross negligence or willful misconduct on the part of such Purchase and Sale Originator Indemnified Party, (bii) due to recourse (except as otherwise specifically provided in this Agreement or the credit risk of an Obligor and for which reimbursement would constitute recourse to any Originator Second Tier Agreement) for uncollectible Receivables or (ciii) with respect to Foreign Receivables, losses incurred due to the SPV’s inability to receive Collections with respect to such Purchase and Sale Relevant Amounts are in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. Foreign Receivables arising from any non-Tax claim; provided, that nothing contained in this sentence shall limit the liability of such Originator or limit the recourse directly as a result of any Purchase and Sale Indemnified Party Originator’s failure to such Originator for any amounts otherwise specifically provided to be paid by such Originator hereunderperfect the SPV’s security interest hereunder in jurisdictions outside the United States. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (a), (b) and (c) generality of the previous sentenceforegoing, each Originator, severally for itself alone, Originator shall indemnify each Purchase and Sale Originator Indemnified Party for Purchase and Sale Relevant Originator Indemnified Amounts relating to or resulting from:

Indemnities by the Originators. Without limiting any other rights which the Company may have hereunder or under applicable law, each Originator, severally and for itself alone, hereby agrees to indemnify and hold harmless the Company and each of its Affiliates, agents, employees, officers, directors and directors assignees (each of the foregoing Persons being individually called a “Purchase and Sale RSA Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, damages, liabilities and related costs and expenses, costs, losses including reasonable attorneys’ fees and liabilitiesdisbursements and all costs and expenses incurred, including Attorney Costs reasonable attorneys’ fees and disbursements, in connection with the enforcement of this provision (all of the foregoing being collectively called “Purchase and Sale Relevant Amounts”) arising out of or resulting from the failure of such Originator to perform its obligations under this Agreement, or arising out of the claims asserted against a Purchase and Sale RSA Indemnified Party relating to the acquisition of the Sold Receivables by the Company, excluding, Purchase and Sale Relevant Amounts to the extent, (a) such Purchase and Sale Relevant Amounts are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the fraud, gross negligence or willful misconduct of such Purchase and Sale RSA Indemnified Party, (b) due to the credit risk or financial inability to pay of an Obligor and for which reimbursement would constitute recourse to any Originator for uncollectible Receivables or (c) such Purchase and Sale Relevant Amounts are in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim; provided, that nothing contained in this sentence shall limit the liability of such Originator or limit the recourse of any Purchase and Sale RSA Indemnified Party to such Originator for any amounts otherwise specifically provided to be paid by such Originator hereunder. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (a), (b) and (c) of the previous sentence, each Originator, severally for itself alone, shall indemnify each Purchase and Sale RSA Indemnified Party for Purchase and Sale Relevant Amounts relating to or resulting from:

Indemnities by the Originators. Without limiting any other rights which the Company may have hereunder or under applicable law, each Originator, severally and for itself alone, alone hereby agrees to indemnify and hold harmless the Company and each of its Affiliates, agents, employees, officers, directors, employees and directors agents (each of the foregoing Persons being individually called a “"Purchase and Sale Indemnified Party”"), forthwith on demand, from and against any and all damages, losses, claims, damagesjudgments, liabilities and related costs and expenses, costs, losses including reasonable attorneys' fees and liabilities, including Attorney Costs disbursements (all of the foregoing being collectively called “"Purchase and Sale Relevant Indemnified Amounts”") awarded against or incurred by any of them arising out of or resulting from as a result of the failure of such Originator to perform its obligations under this AgreementAgreement or any other Transaction Document, or arising out of the claims asserted against a Purchase and Sale Indemnified Party relating to the acquisition transactions contemplated herein or therein or the use of the Sold Receivables by the Companyproceeds thereof or therefrom, excluding, however, (i) Purchase and Sale Relevant Indemnified Amounts to the extent, (a) such Purchase and Sale Relevant Amounts are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted extent resulting from the fraud, gross negligence or willful misconduct on the part of such Purchase and Sale Indemnified Party, (bii) due to any indemnification which has the credit risk effect of an Obligor and recourse for which reimbursement would constitute recourse non-payment of the Receivables to any Originator for uncollectible Receivables or indemnitor (c) such Purchase and Sale Relevant Amounts are in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim; provided, that nothing contained in this sentence shall limit the liability of such Originator or limit the recourse of any Purchase and Sale Indemnified Party to such Originator for any amounts except as otherwise specifically provided to be paid under this Section 9.1), and (iii) any tax based upon or measured by such Originator hereundernet income property, or gross receipts. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (a), (b) and (c) of the previous sentenceforegoing, each Originator, severally for itself alone, shall indemnify each Purchase and Sale Indemnified Party for Purchase and Sale Relevant Indemnified Amounts relating to or resulting from:: Purchase and Sale Agreement

Indemnities by the Originators. Without limiting any other rights which the Company Initial Purchaser and each of its permitted assigns, officers, directors, employees and agents (each of the foregoing Persons being individually called a "Sale Indemnified Party") may have hereunder or under applicable law, each Originator, severally jointly and for itself aloneseverally, hereby agrees to indemnify and hold harmless the Company Initial Purchaser and each of its Affiliates, agents, employees, officers, and directors (each of the foregoing Persons being individually called a “Purchase and Sale Indemnified Party”), forthwith on demand, Party from and against any and all damages, losses, claims, damagesjudgments, liabilities and related costs and expenses, costs, losses including reasonable attorneys' fees and liabilities, including Attorney Costs disbursements (all of the foregoing collectively being collectively called “Purchase and "Sale Relevant Indemnified Amounts”") arising out of or resulting from this Agreement (whether directly or indirectly) or the failure use of such Originator to perform its obligations under this Agreement, proceeds of purchases or arising out the ownership of the claims asserted against a Purchase and Sale Indemnified Party relating to the acquisition of the Sold Receivables by the Companyany Pool Receivable or Related Rights, excluding, Purchase and Sale Relevant Amounts to the extenthowever, (a) such Purchase and Sale Relevant Indemnified Amounts are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted the extent resulting from the fraudgross negligence, gross negligence bad faith or willful misconduct on the part of the Initial Purchaser or such Purchase and Sale Indemnified Party, (b) due Sale Indemnified Amounts to the credit risk extent the same includes losses in respect of an Obligor Pool Receivables and for which reimbursement therefor that would constitute credit recourse to the Originators for the amount of any Originator Pool Receivable or Related Rights not paid by the related Obligor for uncollectible Receivables credit reasons, or (c) any net income taxes or franchise taxes imposed on the Initial Purchaser or such Purchase and Sale Relevant Amounts are in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim; provided, that nothing contained in this sentence shall limit the liability of such Originator or limit the recourse of any Purchase and Sale Indemnified Party to by the jurisdiction under the laws of which such Originator for Sale Indemnified Party is organized or any amounts otherwise specifically provided to be paid by such Originator hereunderpolitical subdivision thereof. Without limiting or being limited by the foregoing indemnificationforegoing, but subject to the limitations exclusions set forth in clauses (a), (b) and (c) of the previous immediately preceding sentence, each Originator, severally for itself alonejointly and severally, shall indemnify pay on demand to the Initial Purchaser and each Purchase and Sale Indemnified Party for Purchase any and all amounts necessary to indemnify the Initial Purchaser and such Sale Relevant Indemnified Party from and against any and all Sale Indemnified Amounts relating to or resulting fromfrom any of the following:

Indemnities by the Originators. Without limiting any other rights which the Company may have hereunder or under applicable law, each Originator, severally and for itself alone, and VWR, jointly and severally with each Originator, hereby agrees to indemnify and hold harmless harmless, on an after-tax basis, the Company and each of its Affiliates, agents, employees, officers, directors, employees and directors agents (each of the foregoing Persons being individually called a “Purchase and Sale Indemnified Party”), forthwith on within five (5) Business Days following demand, from and against any and all damages, losses, claims, damagesjudgments, liabilities, penalties, Taxes, reasonable costs and expenses, costs, losses and liabilities, (including Attorney Costs Costs) (all of the foregoing being collectively called “Purchase and Sale Relevant Indemnified Amounts”) awarded against or incurred by any of them arising out of or resulting from as a result of the failure of such Originator to perform its obligations under this AgreementAgreement or any other Transaction Document, or arising out of the claims asserted against a Purchase and Sale Indemnified Party relating to the acquisition transactions contemplated herein or therein or the use of the Sold Receivables by the Companyproceeds thereof or therefrom, excluding, only Purchase and Sale Relevant Indemnified Amounts to the extent, (ai) such Purchase and Sale Relevant Amounts are determined by a final judgment of a court of competent jurisdiction by final holds that such Purchase and nonappealable judgment to have Sale Indemnified Amounts resulted from the frauda breach of law, gross breach of this Agreement, bad faith, negligence or willful misconduct of such the Purchase and Sale Indemnified PartyParty seeking indemnification, (bii) due to the credit risk of an the Obligor and for which reimbursement would constitute recourse to any Originator Originator, for uncollectible Receivables or (ciii) such Purchase and Sale Relevant Indemnified Amounts are in respect include Taxes imposed or based on, or measured by, the gross or net income or receipts of Taxes other than such Purchase and Sale Indemnified Party by the jurisdiction under the laws of which such Purchase and Sale Indemnified Party is organized (or any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimpolitical subdivision thereof); provided, that nothing contained in this sentence shall limit the liability of such Originator or limit the recourse of any Purchase and Sale Indemnified Party to such Originator for any amounts otherwise specifically provided to be paid by such Originator hereunder. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (ai), (bii) and (ciii) of the previous sentence, each Originator, severally for itself alone, and VWR, jointly and severally with each Originator, shall indemnify each Purchase and Sale Indemnified Party for Purchase and Sale Relevant Indemnified Amounts relating to or resulting from:

Indemnities by the Originators. Without limiting any other rights which the Company Buyer may have hereunder or under applicable law, rules and regulations, each Originator, severally jointly and for itself aloneseverally, hereby agrees to indemnify and hold harmless the Company Buyer and each of its Affiliates, agents, employees, officers, directors, employees and directors agents (each of the foregoing Persons being individually called a “Purchase and Sale Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, damagesjudgments, liabilities and related costs and expenses, costs, losses including reasonable attorneys’ fees and liabilities, including Attorney Costs disbursements (all of the foregoing being collectively called “Purchase and Sale Relevant Indemnified Amounts”) awarded against or incurred by any of them arising out of or resulting from as a result of the failure of such any Originator to perform its obligations under this AgreementAgreement or any other Transaction Document, or arising out of the claims asserted against a Purchase and Sale Indemnified Party relating to the acquisition transactions contemplated herein or therein or the use of the Sold Receivables by the Companyproceeds thereof or therefrom, excluding, however, (i) Purchase and Sale Relevant Indemnified Amounts to the extent, (a) such Purchase and Sale Relevant Amounts are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted extent resulting from the fraud, gross negligence or willful misconduct on the part of such Purchase and Sale Indemnified Party, (bii) due to any indemnification which has the credit risk effect of an Obligor and recourse for which reimbursement would constitute recourse non-payment of the Receivables to any Originator for uncollectible Receivables or indemnitor (c) such Purchase and Sale Relevant Amounts are in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim; provided, that nothing contained in this sentence shall limit the liability of such Originator or limit the recourse of any Purchase and Sale Indemnified Party to such Originator for any amounts except as otherwise specifically provided to be paid under this Section 9.1) and (iii) any tax based upon or measured by such Originator hereundernet income or gross receipts. Without limiting the foregoing indemnificationforegoing, but subject to the limitations set forth in foregoing clauses (ai), (bii) and (ciii) of the previous sentenceabove, each Originator, jointly and severally for itself alone, agrees that it shall indemnify each Purchase and Sale Indemnified Party for Purchase and Sale Relevant Indemnified Amounts relating to or resulting from:

Indemnities by the Originators. Without limiting any other rights which the Company Buyer may have hereunder or under applicable lawApplicable Law, each Originator, severally and for itself alone, hereby agrees to indemnify and hold harmless the Company Buyer and each of its Affiliatesofficers, directors, employees, agents, employees, officers, and directors its successors and assigns (each of the foregoing Persons being individually called a “Purchase and Sale Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, damagesjudgments, liabilities and related costs and expenses, costs, losses including reasonable attorneys’ fees and liabilities, including Attorney Costs disbursements (all of the foregoing being collectively called “Purchase and Sale Relevant Indemnified Amounts”) awarded against or incurred by any of them arising out of or resulting from as a result of the failure of such Originator to perform its obligations under this AgreementAgreement or any other Transaction Document, or arising out of the claims asserted against a Purchase and Sale Indemnified Party relating to the acquisition transactions contemplated herein or therein or the use of the Sold Receivables by the Company, proceeds thereof or therefrom; excluding, however, (i) Purchase and Sale Relevant Indemnified Amounts to the extent, (a) such Purchase and Sale Relevant Amounts are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted extent resulting from the fraud, gross negligence or willful misconduct on the part of such Purchase and Sale Indemnified Party, (bii) any indemnification which has the effect of recourse for non-payment of the Receivables due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the credit risk of an relevant Obligor and for which reimbursement would constitute recourse to (iii) any Originator for uncollectible Receivables net income or (c) franchise tax imposed on such Purchase and Sale Relevant Amounts are in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim; provided, that nothing contained in this sentence shall limit the liability of such Originator or limit the recourse of any Purchase and Sale Indemnified Party by the jurisdiction under the laws of which such Purchase and Sale Indemnified Party is organized, where it is subject to such Originator net income or franchise tax for reasons unrelated to the transactions contemplated hereby or where its principal executive office is located or any amounts otherwise specifically provided to be paid by such Originator hereunderpolitical subdivision thereof. Without limiting the foregoing indemnificationforegoing, but and subject to the limitations exclusions set forth in clauses (a), (b) and (c) of the previous preceding sentence, each Originator, severally for itself aloneseverally, shall indemnify pay on demand (which demand shall be accompanied by documentation of the Purchase and Sale Indemnified Amounts, in reasonable detail) to each Purchase and Sale Indemnified Party for any and all amounts necessary to indemnify such Purchase and Sale Relevant Indemnified Party from and against any and all Purchase and Sale Indemnified Amounts relating to or resulting from:

Indemnities by the Originators. Without limiting any other rights which the Company may have hereunder or under applicable law, each Originator, severally and for itself alone, hereby agrees to indemnify the Company, the Administrator, each Purchaser and hold harmless the Company each Purchaser Agent and each of its Affiliates, agents, employees, their respective officers, directors, employees and directors agents (each of the foregoing Persons being individually called a “Purchase and Sale Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, damagesjudgments, liabilities and related costs and expenses, costs, losses including reasonable attorneys’ fees and liabilities, including Attorney Costs disbursements (all of the foregoing being collectively called “Purchase and Sale Relevant Indemnified Amounts”) awarded against or incurred by any of them arising out of or resulting from as a result of the failure of such Originator to perform its obligations under this AgreementAgreement or any other Transaction Document (including, in any event, the indemnified matters described in clauses (a) through (h) below), or arising out of the claims asserted against a Purchase and Sale Indemnified Party relating to the acquisition transactions contemplated herein or therein or the use of the Sold Receivables by the Company, proceeds thereof or therefrom; excluding, however, (i) Purchase and Sale Relevant Indemnified Amounts to the extent, (a) such Purchase and Sale Relevant Amounts are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted extent resulting from the fraud, gross negligence or willful misconduct on the part of such Purchase and Sale Indemnified Party, (bii) any indemnification which has the effect of recourse for non-payment of the Receivables due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the credit risk of an relevant Obligor and for which reimbursement would constitute recourse to (iii) any Originator for uncollectible Receivables net income or (c) franchise tax imposed on such Purchase and Sale Relevant Amounts are in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim; provided, that nothing contained in this sentence shall limit the liability of such Originator or limit the recourse of any Purchase and Sale Indemnified Party to by the jurisdiction under the laws of which such Originator for Purchase and Sale Indemnified Party is organized or any amounts otherwise specifically provided to be paid by such Originator hereunderpolitical subdivision thereof. Without limiting the foregoing indemnificationforegoing, but and subject to the limitations exclusions set forth in clauses (a), (b) and (c) of the previous preceding sentence, each Originator, severally for itself alonealone and FleetCor, jointly and severally with each Originator, shall indemnify each Purchase and Sale Indemnified Party for Purchase and Sale Relevant Indemnified Amounts relating to or resulting from:

Indemnities by the Originators. Without limiting any other rights which the Company may have hereunder or under applicable law, each Originator, severally and for itself alone, Originator hereby agrees to indemnify and hold harmless the Company and each of its Affiliates, agents, employees, officers, directors, employees and directors agents (each of the foregoing Persons being individually called a “"Purchase and Sale Indemnified Party”"), forthwith on demand, from and against any and all damages, losses, claims, damagesjudgments, liabilities and related costs and expenses, costs, losses including reasonable attorneys' fees and liabilities, including Attorney Costs disbursements (all of the foregoing being collectively called “"Purchase and Sale Relevant Indemnified Amounts”") awarded against or incurred by any of them arising out of or resulting from as a result of the failure of such any Originator to perform its obligations under this AgreementAgreement or any other Transaction Document, or arising out of the claims asserted against a Purchase and Sale Indemnified Party relating to the acquisition transactions contemplated herein or therein or the use of the Sold Receivables by the Companyproceeds thereof or therefrom, excluding, however, (i) Purchase and Sale Relevant Indemnified Amounts to the extent, (a) such Purchase and Sale Relevant Amounts are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted extent resulting from the fraud, gross negligence or willful misconduct on the part of such Purchase and Sale Indemnified Party, (bii) due to any indemnification which has the credit risk effect of an Obligor and recourse for which reimbursement would constitute recourse non-payment of the Receivables to any Originator for uncollectible Receivables or indemnitor (c) such Purchase and Sale Relevant Amounts are in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim; provided, that nothing contained in this sentence shall limit the liability of such Originator or limit the recourse of any Purchase and Sale Indemnified Party to such Originator for any amounts except as otherwise specifically provided to be paid under this Section 9.1) and (iii) any tax based upon or measured by such Originator hereundernet income or gross receipts. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (a), (b) and (c) of the previous sentenceforegoing, each Originator, severally for itself alone, Originator agrees that it shall indemnify each Purchase and Sale Indemnified Party for Purchase and Sale Relevant Indemnified Amounts relating to or resulting from:

Indemnities by the Originators. Without limiting any other rights which the Company Originator Indemnified Parties may have hereunder or under applicable law, the Originators each Originator, hereby jointly and severally and for itself alone, hereby agrees agree to indemnify United Receivables I and hold harmless the Company its successors, transferees and each of its Affiliatesassigns and all officers, agentsdirectors, shareholders, controlling persons, employees, officers, counsel and directors (each other agents of any of the foregoing Persons being individually called a (collectively, “Purchase and Sale Originator Indemnified PartyParties”), forthwith on demand, ) from and against any and all damages, losses, claims, damagesliabilities, costs and expenses, costs, losses including reasonable attorneys’ fees and liabilities, including Attorney Costs disbursements (all of the foregoing being collectively called referred to as “Purchase and Sale Relevant Originator Indemnified Amounts”) awarded against or incurred by any of them in any action or proceeding between any Originator and any of the Originator Indemnified Parties or between any of the Originator Indemnified Parties and any third party arising out of or resulting from the failure as a result of such Originator to perform its obligations under this Agreement, the other Transaction Documents, the ownership or maintenance, either directly or indirectly, by United Receivables I or any other Originator Indemnified Party of any interest in any Transferred Asset or any of the other transactions contemplated hereby or thereby, or otherwise arising out of or as a result of this Agreement, the claims asserted against a Purchase and Sale other Transaction Documents, the ownership or maintenance, either directly or indirectly, by United Receivables I or any other Originator Indemnified Party relating to the acquisition of any interest in any Transferred Asset or any of the Sold Receivables by the Companyother transactions contemplated hereby or thereby, excluding, Purchase and Sale Relevant however, (i) Originator Indemnified Amounts to the extent, (a) such Purchase and Sale Relevant Amounts are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted extent resulting from the fraud, gross negligence or willful misconduct on the part of such Purchase and Sale Originator Indemnified Party, (bii) Originator Indemnified Amounts in respect of any franchise, net income or other income tax imposed on such Originator Indemnified Party by the jurisdiction in which such Indemnified Party’s principal executive office is located or in which it is organized and any political subdivision thereof, and (iii) Originator Indemnified Amounts that would provide recourse to the Originator for amounts due in respect of Receivables that are uncollectable solely due to the Obligor’s financial inability to pay or credit risk of an Obligor and for which reimbursement would constitute recourse to any Originator for uncollectible Receivables or (c) such Purchase and Sale Relevant Amounts are in default with respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim; provided, that nothing contained in this sentence shall limit the liability of such Originator or limit the recourse of any Purchase and Sale Indemnified Party to such Originator for any amounts otherwise specifically provided to be paid by such Originator hereunderthereto. Without limiting the foregoing indemnificationgenerality of the foregoing, but and subject to the limitations exclusions set forth in clauses (a), (b) and (c) of the previous preceding sentence, each Originator, severally for itself alone, the Originator shall indemnify each Purchase and Sale Originator Indemnified Party for Purchase and Sale Relevant Originator Indemnified Amounts relating to or resulting from:

Indemnities by the Originators. Without limiting any other rights which the Company may have hereunder or under applicable law, each Originator, severally and for itself alonealone and Patriot, hereby agrees to indemnify and hold harmless the Company and each of its Affiliates, agents, employees, officers, directors, employees and directors agents (each of the foregoing Persons being individually called a “Purchase and Sale Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, damagesjudgments, liabilities and related costs and expenses, costs, losses and liabilities, including Attorney Costs (all of the foregoing being collectively called “Purchase and Sale Relevant Indemnified Amounts”) awarded against or incurred by any of them arising out of or resulting from as a result of the failure of such Originator to perform its obligations under this AgreementAgreement or any other Transaction Document, or arising out of the claims asserted against a Purchase and Sale Indemnified Party relating to the acquisition transactions contemplated herein or therein or the use of the Sold Receivables by the Company, proceeds thereof or therefrom; excluding, however, (i) Purchase and Sale Relevant Indemnified Amounts to the extent, (a) such Purchase and Sale Relevant Amounts are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted extent resulting from the fraud, gross negligence or willful misconduct on the part of such Purchase and Sale Indemnified Party, (bii) any indemnification which has the effect of recourse for non-payment of the Receivables due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the credit risk of an relevant Obligor and for which reimbursement would constitute recourse to (iii) any Originator for uncollectible Receivables net income or (c) franchise tax imposed on such Purchase and Sale Relevant Amounts are in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim; provided, that nothing contained in this sentence shall limit the liability of such Originator or limit the recourse of any Purchase and Sale Indemnified Party to by the jurisdiction under the laws of which such Originator for Purchase and Sale Indemnified Party is organized or any amounts otherwise specifically provided to be paid by such Originator hereunderpolitical subdivision thereof. Without limiting the foregoing indemnificationforegoing, but and subject to the limitations exclusions set forth in clauses (a), (b) and (c) of the previous preceding sentence, each Originator, severally for itself alone, shall indemnify each Purchase and Sale Indemnified Party for Purchase and Sale Relevant Indemnified Amounts relating to or resulting from:

Indemnities by the Originators. Without limiting any other rights which the Company Buyer may have hereunder or under applicable law, each Originatorthe Originators hereby, severally jointly and for itself aloneseverally, hereby agrees agree to indemnify the Buyer and hold harmless the Company its assigns and each of its Affiliatestransferees (each, agents, employees, officers, and directors (each of the foregoing Persons being individually called a an “Purchase and Sale Indemnified Party”), forthwith on demand, ) from and against any and all claims, damages, costs, expenses, costs, losses and liabilities, liabilities (including Attorney Costs reasonable attorneys’ fees) (all of the foregoing being collectively called referred to as “Purchase and Sale Relevant Indemnified Amounts”) arising out of or resulting from this Agreement or the failure ownership of such Originator to perform its obligations under this Agreement, Transferred Receivables or arising out in respect of the claims asserted against a Purchase and Sale Indemnified Party relating to the acquisition of the Sold Receivables by the Companyany Transferred Receivable or any Contract, excluding, Purchase and Sale Relevant Amounts to the extenthowever, (a) such Purchase and Sale Relevant Indemnified Amounts are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted the extent resulting from the fraud, gross negligence or willful misconduct on the part of such Purchase and Sale Indemnified Party, (b) recourse for Receivables that are uncollectible solely due to the credit risk of an Obligor and for which reimbursement would constitute recourse relevant Obligor’s unwillingness or financial inability to any Originator for uncollectible Receivables pay or (c) any income taxes or franchise taxes imposed on such Purchase and Sale Relevant Amounts are Indemnified Party by the jurisdiction under the laws of which such Indemnified Party is organized or any political subdivision thereof, arising out of or as a result of this Agreement or the ownership of Transferred Receivables or in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from Transferred Receivable or any non-Tax claim; provided, that nothing contained in this sentence shall limit the liability of such Originator or limit the recourse of any Purchase and Sale Indemnified Party to such Originator for any amounts otherwise specifically provided to be paid by such Originator hereunderContract. Without limiting or being limited by the foregoing indemnification, (but subject to the limitations set forth in clauses (aaforementioned exclusions), (b) each Originators, jointly and (c) of the previous sentence, each Originator, severally for itself aloneseverally, shall indemnify pay on demand to each Purchase and Sale Indemnified Party for Purchase any and Sale Relevant all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from:from any of the following: [CL-United Rentals Originator Purchase Agreement]

Indemnities by the Originators. Without limiting any other rights which that the Company or any of its employees, agents, successors, transferees or assigns (each, an “Indemnified Party”) may have hereunder or under applicable lawLaw, each OriginatorOriginator hereby, severally jointly and for itself aloneseverally, hereby agrees to indemnify and hold harmless the Company and each of its Affiliates, agents, employees, officers, and directors (each of the foregoing Persons being individually called a “Purchase and Sale Indemnified Party”), forthwith on demand, Party from and against any and all claims, damages, expenseslosses, costs, losses and liabilities, penalties, reasonable and documented costs and expenses (including Attorney Costs Costs) (all of the foregoing being collectively called referred to as “Purchase and Sale Relevant Indemnified Amounts”) arising out of or resulting from this Agreement or any other Transaction Document (whether directly or indirectly), the failure transactions contemplated thereby or the use of proceeds of Purchases or the ownership of any Pool Receivable or any related Contract or any action taken or omitted by any of the Indemnified Parties in connection therewith (including any action taken by the Administrative Agent as attorney-in-fact for any Originator under any Transaction Document), whether arising by reason of the acts to be performed by such Originator to perform its obligations under this Agreementhereunder or otherwise, or arising out in respect of the claims asserted against a Purchase and Sale Indemnified Party relating to the acquisition of the Sold Receivables by the Companyany Pool Receivable or any Contract, excluding, Purchase and Sale Relevant Amounts to the extenthowever, (a) such Purchase and Sale Relevant Indemnified Amounts are to the extent finally determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the fraud, gross negligence or willful misconduct on the part of such Purchase and Sale Indemnified Party, (b) due to the credit risk of an Obligor and for which reimbursement would constitute recourse to any Originator (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or Pool Receivables, (c) such Purchase and Sale Relevant Indemnified Amounts are in respect of Taxes other than any Taxes that represent lossestaxes, claims, damages, etc. arising from any non-Tax claimwhich shall be governed exclusively by Section 1.9 of the Receivables Purchase Agreement; provided, however, that nothing contained in this sentence shall limit the liability of such any Originator or limit the recourse of any Purchase and Sale Indemnified Party to such Originator for any amounts otherwise specifically provided to be paid by such Originator hereunder. Any Indemnified Amounts shall be paid by the Originators to the applicable Indemnified Party within five (5) Business Days following such Indemnified Party’s written demand therefor, setting forth, in reasonable detail, the calculation of such amount and the basis of such demand. Without limiting the foregoing indemnificationforegoing, but and subject to the limitations exclusions and timing set forth in clauses (a)the preceding sentences, (b) and (c) of the previous sentence, Originators shall pay each Originator, severally for itself alone, shall indemnify each Purchase and Sale Indemnified Party for Purchase any and Sale Relevant all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting fromfrom any of the following:

Indemnities by the Originators. Without limiting any other rights which the Company Buyer may have hereunder or under applicable lawApplicable Law, each Originator, severally and for itself alone, Originator hereby agrees to indemnify and hold harmless harmless, on an after-tax basis, the Company Buyer (and its assigns, including the Borrower and the Administrative Agent) and each of its Affiliates, agents, employees, officers, directors, employees and directors agents (each of the foregoing Persons being individually called a “Purchase and Sale Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, damagesjudgments, expenses, costs, losses and liabilities, penalties, Taxes, reasonable costs and expenses (including Attorney Costs Costs) (all of the foregoing being collectively called “Purchase and Sale Relevant Indemnified Amounts”) awarded against or incurred by any of them arising out of or resulting from as a result of the failure of such Originator to perform its obligations under this AgreementAgreement or any other Transaction Document, or arising out of the claims asserted against a Purchase and Sale Indemnified Party relating to the acquisition transactions contemplated herein or therein or the use of the Sold Receivables by the Companyproceeds thereof or therefrom, excluding, only Purchase and Sale Relevant Indemnified Amounts to the extent, (ai) such Purchase and Sale Relevant Amounts are determined by a final non-appealable judgment of a court of competent jurisdiction by final holds that such Purchase and nonappealable judgment to have Sale Indemnified Amounts resulted from the fraud, gross negligence or willful misconduct by the Purchase and Sale Indemnified Party seeking indemnification, (ii) resulting from a claim brought by any Originator or the Servicer against a Purchase and Sale Indemnified Party for breach in bad faith of such Purchase and Sale Indemnified Party’s obligations hereunder or under any other Transaction Document, if such party has obtained a final and nonappealable judgment in its favor on such claim against the Purchase and Sale Indemnified Party as determined by a court of competent jurisdiction, (biii) due to Pool Receivables that are uncollectible or delayed in collection solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor or otherwise due to the credit risk of an Obligor and for which reimbursement would constitute recourse to any Originator for uncollectible Receivables the Obligor, or (civ) such Purchase and Sale Relevant Indemnified Amounts are in respect include Taxes imposed or based on, or measured by, the gross or net income or receipts of Taxes other than such Purchase and Sale Indemnified Party by the jurisdiction under the laws of which such Purchase and Sale Indemnified Party is organized (or any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimpolitical subdivision thereof); provided, that nothing contained in this sentence shall limit the liability of such Originator or limit the recourse of any Purchase and Sale Indemnified Party to such Originator for any amounts otherwise specifically provided to be paid by such Originator hereunder. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (ai), (bii) and (ciii) of the previous sentence, each Originator, severally for itself alone, Originator shall indemnify each Purchase and Sale Indemnified Party for Purchase and Sale Relevant Indemnified Amounts relating to or resulting from:

Indemnities by the Originators. Without limiting any other rights which the Company may have hereunder or under applicable law, each Originator, severally and for itself alone, hereby agrees to indemnify and hold harmless the Company and each of its Affiliates, agents, employees, officers, directors, employees and directors agents (each of the foregoing Persons being individually called a “Purchase and Sale Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, damagesjudgments, liabilities and related costs and expenses, costs, losses including reasonable attorneys’ fees and liabilities, including Attorney Costs disbursements (all of the foregoing being collectively called “Purchase and Sale Relevant Indemnified Amounts”) awarded against or incurred by any of them to the extent arising out of or resulting from as a result of (a) the breach of any representation or warranty made by such Originator herein or in any other Transaction Document to which it is a party or (b) the failure of such Originator to perform its obligations under this AgreementAgreement or any other Transaction Document to which it is a party; excluding, or arising out of the claims asserted against a however, (x) Purchase and Sale Indemnified Party relating to the acquisition of the Sold Receivables by the Company, excluding, Purchase and Sale Relevant Amounts to the extent, (a) such Purchase and Sale Relevant Amounts are determined by extent a final judgment of a court of competent jurisdiction by final holds such Purchase and nonappealable judgment to have Sale Indemnified Amounts resulted from the fraud, gross negligence or willful misconduct on the part of such Purchase and Sale Indemnified Party, (by) any indemnification which has the effect of recourse for non-payment or uncollectibility of the Receivables due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the credit risk of an relevant Obligor and for which reimbursement would constitute recourse to (z) any Originator for uncollectible Receivables net income or (c) franchise tax imposed on such Purchase and Sale Relevant Amounts are in respect of Taxes Indemnified Party or any other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim; provided, that nothing contained in this sentence shall limit the liability of taxes imposed against such Originator or limit the recourse of any Purchase and Sale Indemnified Party to the extent such Originator taxes are measured by or against the gross income or net income or receipts of such Person. If for any amounts otherwise specifically reason the indemnification provided above in this Section 9.1 is unavailable to be paid by such Originator hereunder. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (a), (b) and (c) of the previous sentence, each Originator, severally for itself alone, shall indemnify each a Purchase and Sale Indemnified Party for or is insufficient to hold such Purchase and Sale Relevant Amounts relating Indemnified Party harmless, then each Originator agrees that it shall contribute to the amount paid or resulting from:payable by such Purchase and Sale Indemnified Party to the maximum extent permitted under applicable law. ARTICLE X

Indemnities by the Originators. Without limiting any other rights which the Company Buyer may have hereunder or under applicable law, each Originatorthe Originators hereby, severally jointly and for itself aloneseverally, hereby agrees agree to indemnify the Buyer and hold harmless the Company its assigns and each of its Affiliatestransferees (each, agents, employees, officers, and directors (each of the foregoing Persons being individually called a an “Purchase and Sale Indemnified Party”), forthwith on demand, ) from and against any and all claims, damages, costs, expenses, costs, losses and liabilities, liabilities (including Attorney Costs reasonable attorneys’ fees) (all of the foregoing being collectively called referred to as “Purchase and Sale Relevant Indemnified Amounts”) arising out of or resulting from this Agreement or the failure ownership of such Originator to perform its obligations under this Agreement, Transferred Receivables or arising out in respect of the claims asserted against a Purchase and Sale Indemnified Party relating to the acquisition of the Sold Receivables by the Companyany Transferred Receivable or any Contract, excluding, Purchase and Sale Relevant Amounts to the extenthowever, (a) such Purchase and Sale Relevant Indemnified Amounts are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted the extent resulting from the fraud, gross negligence or willful misconduct on the part of such Purchase and Sale Indemnified Party, (b) recourse for Receivables that are uncollectible solely due to the credit risk of an Obligor and for which reimbursement would constitute recourse relevant Obligor’s unwillingness or financial inability to any Originator for uncollectible Receivables pay or (c) any income taxes or franchise taxes imposed on such Purchase and Sale Relevant Amounts are Indemnified Party by the jurisdiction under the laws of which such Indemnified Party is organized or any political subdivision thereof, arising out of or as a result of this Agreement or the ownership of Transferred Receivables or in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from Transferred Receivable or any non-Tax claim; provided, that nothing contained in this sentence shall limit the liability of such Originator or limit the recourse of any Purchase and Sale Indemnified Party to such Originator for any amounts otherwise specifically provided to be paid by such Originator hereunderContract. Without limiting or being limited by the foregoing indemnification, (but subject to the limitations set forth in clauses (aaforementioned exclusions), (b) each Originators, jointly and (c) of the previous sentence, each Originator, severally for itself aloneseverally, shall indemnify pay on demand to each Purchase and Sale Indemnified Party for Purchase any and Sale Relevant all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting fromfrom any of the following:

Indemnities by the Originators. Without limiting any other rights which the Company may have hereunder or under applicable law, each Originator, severally and for itself alone, alone hereby agrees to indemnify and hold harmless the Company and each of its Affiliates, agents, employees, respective officers, directors, employees and directors agents (each of the foregoing Persons being individually called a “Purchase and Sale Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, damagesjudgments, liabilities and related costs and expenses, costs, losses including reasonable attorneys’ fees and liabilities, including Attorney Costs disbursements (all of the foregoing being collectively called “Purchase and Sale Relevant Indemnified Amounts”) awarded against or incurred by any of them arising out of or resulting from as a result of the failure of such Originator to perform its obligations under this AgreementAgreement or any other Transaction Document, or arising out of the claims asserted against a Purchase and Sale Indemnified Party relating to the acquisition transactions contemplated herein or therein or the use of the Sold Receivables by the Companyproceeds thereof or therefrom, excluding, however, (i) Purchase and Sale Relevant Indemnified Amounts to the extent, (a) such Purchase and Sale Relevant Amounts are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted extent resulting from the fraud, gross negligence or willful misconduct on the part of such Purchase and Sale Indemnified Party, (bii) due to any indemnification which has the credit risk effect of an Obligor and recourse for which reimbursement would constitute recourse non-payment of the Receivables to any Originator for uncollectible Receivables or indemnitor (c) such Purchase and Sale Relevant Amounts are in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim; provided, that nothing contained in this sentence shall limit the liability of such Originator or limit the recourse of any Purchase and Sale Indemnified Party to such Originator for any amounts except as otherwise specifically provided to be paid under this Section 9.1) and (iii) any tax based upon or measured by such Originator hereundernet income, property, or gross receipts. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (a), (b) and (c) of the previous sentenceforegoing, each Originator, severally for itself alone, shall indemnify each Purchase and Sale Indemnified Party for Purchase and Sale Relevant Indemnified Amounts relating to or resulting from:

Indemnities by the Originators. Without limiting any other rights which the Company may have hereunder or under applicable law, each Originator, severally and for itself alone, alone hereby agrees to indemnify and hold harmless the Company and each of its Affiliates, agents, employees, officers, directors, employees and directors agents (each of the foregoing Persons being individually called a “Purchase and Sale Indemnified Party”"PURCHASE AND SALE INDEMNIFIED PARTY"), forthwith on demand, from and against any and all damages, losses, claims, damagesjudgments, liabilities and related costs and expenses, costs, losses including reasonable attorneys' fees and liabilities, including Attorney Costs disbursements (all of the foregoing being collectively called “Purchase and Sale Relevant Amounts”"PURCHASE AND SALE INDEMNIFIED AMOUNTS") awarded against or incurred by any of them arising out of or resulting from as a result of the failure of such Originator to perform its obligations under this AgreementAgreement or any other Transaction Document, or arising out of the claims asserted against a Purchase and Sale Indemnified Party relating to the acquisition transactions contemplated herein or therein or the use of the Sold Receivables by the Companyproceeds thereof or therefrom, excludingEXCLUDING, HOWEVER, (i) Purchase and Sale Relevant Indemnified Amounts to the extent, (a) such Purchase and Sale Relevant Amounts are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted extent resulting from the fraud, gross negligence or willful misconduct on the part of such Purchase and Sale Indemnified Party, (bii) due to any indemnification which has the credit risk effect of an Obligor and recourse for which reimbursement would constitute recourse non-payment of the Receivables to any Originator for uncollectible Receivables or indemnitor (c) such Purchase and Sale Relevant Amounts are in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim; provided, that nothing contained in this sentence shall limit the liability of such Originator or limit the recourse of any Purchase and Sale Indemnified Party to such Originator for any amounts except as otherwise specifically provided to be paid under this SECTION 9.1) and (iii) any tax based upon or measured by such Originator hereundernet income property, or gross receipts. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (a), (b) and (c) of the previous sentenceforegoing, each Originator, severally for itself alone, shall indemnify each Purchase and Sale Indemnified Party for Purchase and Sale Relevant Indemnified Amounts relating to or resulting from:

Indemnities by the Originators. Without limiting any other rights which the Company may have hereunder or under applicable law, each Originator, severally and for itself alonealone and Cooper, jointly and severally with each Originator, hereby agrees to indemnify and hold harmless the Company and each of its Affiliates, agents, employees, officers, directors, employees and directors agents (each of the foregoing Persons being individually called a “Purchase and Sale Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, damagesjudgments, liabilities and related costs and expenses, costs, losses including reasonable attorneys’ fees and liabilities, including Attorney Costs disbursements (all of the foregoing being collectively called “Purchase and Sale Relevant Indemnified Amounts”) awarded against or incurred by any of them arising out of or resulting from as a result of the failure of such Originator to perform its obligations under this AgreementAgreement or any other Transaction Document, or arising out of the claims asserted against a Purchase and Sale Indemnified Party relating to the acquisition transactions contemplated herein or therein or the use of the Sold Receivables by the Company, proceeds thereof or therefrom; excluding, however, (i) Purchase and Sale Relevant Indemnified Amounts to the extent, (a) such Purchase and Sale Relevant Amounts are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted extent resulting from the fraud, gross negligence or willful misconduct on the part of such Purchase and Sale Indemnified Party, (bii) any indemnification which has the effect of recourse for non-payment of the Receivables due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the credit risk of an relevant Obligor and for which reimbursement would constitute recourse to (iii) any Originator for uncollectible Receivables net income or (c) franchise tax imposed on such Purchase and Sale Relevant Amounts are in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim; provided, that nothing contained in this sentence shall limit the liability of such Originator or limit the recourse of any Purchase and Sale Indemnified Party to by the jurisdiction under the laws of which such Originator for Purchase and Sale Indemnified Party is organized or any amounts otherwise specifically provided to be paid by such Originator hereunderpolitical subdivision thereof. Without limiting the foregoing indemnificationforegoing, but and subject to the limitations exclusions set forth in clauses (a), (b) and (c) of the previous preceding sentence, each Originator, severally for itself alonealone and Cooper, jointly and severally with each Originator, shall indemnify each Purchase and Sale Indemnified Party for Purchase and Sale Relevant Indemnified Amounts relating to or resulting from:

Indemnities by the Originators. Without limiting any other rights which the Company may have hereunder or under applicable law, each Originator, severally and for itself alone, hereby xxxxxx agrees to indemnify and hold harmless the Company and each of its Affiliates, agents, employees, officers, directors, employees and directors agents (each of the foregoing Persons being individually called a “Purchase and Sale Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, damagesjudgments, liabilities and related costs and expenses, costs, losses including reasonable attorneys’ fees and liabilities, including Attorney Costs disbursements (all of the foregoing being collectively called “Purchase and Sale Relevant Indemnified Amounts”) awarded against or incurred by any of them to the extent arising out of or resulting from as a result of (a) the breach of any representation or warranty made by such Originator herein or in any other Transaction Document to which it is a party or (b) the failure of such Originator to perform its obligations under this AgreementAgreement or any other Transaction Document to which it is a party; excluding, or arising out of the claims asserted against a however, (x) Purchase and Sale Indemnified Party relating to the acquisition of the Sold Receivables by the Company, excluding, Purchase and Sale Relevant Amounts to the extent, (a) such Purchase and Sale Relevant Amounts are determined by extent a final judgment of a court of competent jurisdiction by final holds such Purchase and nonappealable judgment to have Sale Indemnified Amounts resulted from the fraud, gross negligence or willful misconduct on the part of such Purchase and Sale Indemnified Party, (by) any indemnification which has the effect of recourse for non-payment or uncollectibility of the Receivables due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the credit risk of an relevant Obligor and for which reimbursement would constitute recourse to (z) any Originator for uncollectible Receivables net income or (c) franchise tax imposed on such Purchase and Sale Relevant Amounts are in respect of Taxes Indemnified Party or any other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim; provided, that nothing contained in this sentence shall limit the liability of taxes imposed against such Originator or limit the recourse of any Purchase and Sale Indemnified Party to the extent such Originator taxes are measured by or against the gross income or net income or receipts of such Person. If for any amounts otherwise specifically reason the indemnification provided above in this Section 9.1 is unavailable to be paid by such Originator hereunder. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (a), (b) and (c) of the previous sentence, each Originator, severally for itself alone, shall indemnify each a Purchase and Sale Indemnified Party for or is insufficient to hold such Purchase and Sale Relevant Amounts relating Indemnified Party harmless, then each Originator agrees that it shall contribute to the amount paid or resulting from:payable by such Purchase and Sale Indemnified Party to the maximum extent permitted under applicable law.

Indemnities by the Originators. Without limiting any other rights which the Company may have hereunder or under applicable law, each Originator, severally and for itself alone, hereby agrees to indemnify and hold harmless the Company Company, the Agent, the Lenders and each of its Affiliates, agents, employees, their respective officers, directors, members, employees and directors administrators (each of the foregoing Persons being individually called a “Purchase and Sale Indemnified Party”"PURCHASE AND SALE INDEMNIFIED PARTY"), forthwith on demand, from and against any and all damages, losses, claims, damagesjudgments, liabilities and related costs and expenses, costs, losses including reasonable attorneys' fees and liabilities, including Attorney Costs disbursements (all of the foregoing being collectively called “Purchase and Sale Relevant Amounts”"PURCHASE AND SALE INDEMNIFIED AMOUNTS") awarded against or actually incurred by any of them to the extent arising out of or resulting from as a result of the failure of such Originator to perform its obligations under this Agreement, any other Transaction Document or arising out of the claims asserted against a Purchase and Sale Indemnified Party relating to the acquisition transactions contemplated herein or therein or the use of the Sold Receivables by the Companyproceeds thereof or therefrom, excludingEXCLUDING, HOWEVER, (i) Purchase and Sale Relevant Indemnified Amounts to the extent, (a) such Purchase and Sale Relevant Amounts are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted extent resulting from the fraud, gross negligence or willful misconduct on the part of such Purchase and Sale Indemnified Party, (bii) due to any indemnification which has the credit risk effect of an Obligor and recourse for which reimbursement would constitute recourse non-payment of the Receivables to any Originator for uncollectible Receivables or indemnitor (c) such Purchase and Sale Relevant Amounts are in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim; provided, that nothing contained in this sentence shall limit the liability of such Originator or limit the recourse of any Purchase and Sale Indemnified Party to such Originator for any amounts except as otherwise specifically provided to be paid under this SECTION 9.1) and (iii) any tax based upon or measured by such Originator hereundernet income or gross receipts. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (a), (b) and (c) of the previous sentenceforegoing, each Originator, severally and for itself alone, shall indemnify indemnifies each Purchase and Sale Indemnified Party for Purchase and Sale Relevant Indemnified Amounts relating to or resulting from:

Indemnities by the Originators. Without limiting any other rights which the Company may have hereunder or under applicable law, each Originator, severally and for itself alone, alone hereby agrees to indemnify and hold harmless the Company and each of its Affiliates, agents, employees, officers, directors, employees and directors agents (each of the foregoing Persons being individually called a “"Purchase and Sale Indemnified Party”"), forthwith on demand, from and against any and all damages, losses, claims, damagesjudgments, liabilities and related costs and expenses, costs, losses including reasonable attorneys' fees and liabilities, including Attorney Costs disbursements (all of the foregoing being collectively called “"Purchase and Sale Relevant Indemnified Amounts”") awarded against or incurred by any of them arising out of or resulting from as a result of the failure of such Originator to perform its obligations under this AgreementAgreement or any other Transaction Document, or arising out of the claims asserted against a Purchase and Sale Indemnified Party relating to the acquisition transactions contemplated herein or therein or the use of the Sold Receivables by the Companyproceeds thereof or therefrom, excluding, however, (i) Purchase and Sale Relevant Indemnified Amounts to the extent, (a) such Purchase and Sale Relevant Amounts are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted extent resulting from the fraud, gross negligence or willful misconduct on the part of such Purchase and Sale Indemnified Party, (bii) due to any indemnification which has the credit risk effect of an Obligor and recourse for which reimbursement would constitute recourse non-payment of the Receivables to any Originator for uncollectible Receivables or indemnitor (c) such Purchase and Sale Relevant Amounts are in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim; provided, that nothing contained in this sentence shall limit the liability of such Originator or limit the recourse of any Purchase and Sale Indemnified Party to such Originator for any amounts except as otherwise specifically provided to be paid under this Section 9.1) and (iii) any tax based upon or measured by such Originator hereundernet income property, or gross receipts. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (a), (b) and (c) of the previous sentenceforegoing, each Originator, severally for itself alone, shall indemnify each Purchase and Sale Indemnified Party for Purchase and Sale Relevant Indemnified Amounts relating to or resulting from:

Indemnities by the Originators. Without limiting any other rights which the Company may have hereunder or under applicable law, each Originator, severally and for itself alone, alone hereby agrees to indemnify and hold harmless the Company and each of its Affiliates, agents, employees, officers, directors, employees and directors agents (each of the foregoing Persons being individually called a “"Purchase and Sale Indemnified Party”"), forthwith on demand, from and against any and all damages, losses, claims, damagesjudgments, liabilities and related costs and expenses, costs, losses including reasonable attorneys' fees and liabilities, including Attorney Costs disbursements (all of the foregoing being collectively called “"Purchase and Sale Relevant Indemnified Amounts”") awarded against or incurred by any of them arising out of or resulting from as a result of the failure of such Originator to perform its obligations under this AgreementAgreement or any other Transaction Document, or arising out of the claims asserted against a Purchase and Sale Indemnified Party relating to the acquisition transactions contemplated herein or therein or the use of the Sold Receivables by the Companyproceeds thereof or therefrom, excluding, however, (i) Purchase and Sale Relevant Indemnified Amounts to the extent, (a) such Purchase and Sale Relevant Amounts are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted extent resulting from the fraud, gross negligence or willful misconduct on the part of such Purchase and Sale Indemnified Party, (bii) due to any indemnification which has the credit risk effect of an Obligor and recourse for which reimbursement would constitute recourse collectibility or performance of the Receivables to any Originator for uncollectible Receivables or indemnitor (cexcept as otherwise specifically provided under this Section 9.1), (iii) such Purchase and Sale Relevant Amounts are in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim; provided, that nothing contained in this sentence shall limit the liability of such Originator or limit the recourse of any Purchase and Sale Indemnified Party Amounts to such Originator for the extent resulting from any amounts otherwise specifically provided act or failure to be paid act by such Originator hereunderan Obligor in violation of the applicable Contract and (iv) any tax based upon or measured by net income property, or gross receipts. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (a), (b) and (c) of the previous sentenceforegoing, each Originator, severally for itself alone, shall indemnify each Purchase and Sale Indemnified Party for Purchase and Sale Relevant Indemnified Amounts relating to or resulting from:

Indemnities by the Originators. Without limiting any other rights which the Company may have hereunder or under applicable lawApplicable Law, each Originator, Originator jointly and severally and for itself alone, hereby agrees to indemnify and hold harmless harmless, on an after-tax basis, the Company (and its assigns, including the Administrative Agent) and each of its Affiliates, agents, employees, officers, directors, employees and directors agents (each of the foregoing Persons being individually called a “Purchase and Sale Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, damagesjudgments, liabilities, penalties, Taxes, reasonable costs and expenses, costs, losses and liabilities, (including Attorney Costs Costs) (all of the foregoing being collectively called “Purchase and Sale Relevant Indemnified Amounts”) awarded against or incurred by any of them arising out of or resulting from as a result of the failure of such Originator to perform its obligations under this AgreementAgreement or any other Transaction Document, or arising out of the claims asserted against a Purchase and Sale Indemnified Party relating to the acquisition transactions contemplated herein or therein or the use of the Sold Receivables by the Companyproceeds thereof or therefrom, excluding, only Purchase and Sale Relevant Indemnified Amounts to the extent, (ai) a final non-appealable judgment of a court of competent jurisdiction holds that such Purchase and Sale Relevant Indemnified Amounts are resulted from the gross negligence or willful misconduct by the Purchase and Sale Indemnified Party seeking indemnification, (ii) resulting from a claim brought by any Originator, the Servicer, or the Performance Guarantor against a Purchase and Sale Indemnified Party for breach in bad faith of such Purchase and Sale Indemnified Party’s obligations hereunder or under any other Transaction Document, if such party has obtained a final and nonappealable judgment in its favor on such claim against the Purchase and Sale Indemnified Party as determined by a court of competent jurisdiction by final and nonappealable judgment (iii) due to have resulted from Pool Receivables that are uncollectible solely on account of the fraudinsolvency, gross negligence bankruptcy, lack of creditworthiness or willful misconduct other financial inability to pay of such Purchase and Sale Indemnified Party, (b) the related Obligor or otherwise due to the credit risk of an the Obligor and for which reimbursement would constitute recourse to any Originator Originator, for uncollectible Receivables or (civ) such Purchase and Sale Relevant Indemnified Amounts are in respect include Taxes imposed or based on, or measured by, the gross or net income or receipts of Taxes other than such Purchase and Sale Indemnified Party by the jurisdiction under the laws of which such Purchase and Sale Indemnified Party is organized (or any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimpolitical subdivision thereof); provided, that nothing contained in this sentence shall limit the liability of such Originator or limit the recourse of any Purchase and Sale Indemnified Party to such Originator for any amounts otherwise specifically provided to be paid by such Originator hereunder. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (ai), (bii) and (ciii) of the previous sentence, each Originator, Originator jointly and severally for itself alone, shall indemnify each Purchase and Sale Indemnified Party for Purchase and Sale Relevant Indemnified Amounts relating to or resulting from:

Indemnities by the Originators. Without limiting any other rights which the Company Buyer may have hereunder or under applicable law, each Originatorthe Originators hereby, severally jointly and for itself aloneseverally, hereby agrees agree to indemnify the Buyer and hold harmless the Company its assigns and each of its Affiliatestransferees (each, agents, employees, officers, and directors (each of the foregoing Persons being individually called a an “Purchase and Sale Indemnified Party”), forthwith on demand, ) from and against any and all claims, damages, costs, expenses, costs, losses and liabilities, liabilities (including Attorney Costs reasonable attorneys’ fees) (all of the foregoing being collectively called referred to as “Purchase and Sale Relevant Indemnified Amounts”) arising out of or resulting from this Agreement or the failure ownership of such Originator to perform its obligations under this Agreement, Transferred Receivables or arising out in respect of the claims asserted against a Purchase and Sale Indemnified Party relating to the acquisition of the Sold Receivables by the Companyany Transferred Receivable or any Contract, excluding, Purchase and Sale Relevant Amounts to the extenthowever, (a) such Purchase and Sale Relevant Indemnified Amounts are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted the extent resulting from the fraud, gross negligence or willful misconduct on the part of such Purchase and Sale Indemnified Party, (b) recourse for Receivables that are uncollectible solely due to the credit risk of an Obligor and for which reimbursement would constitute recourse relevant Obligor’s unwillingness or financial inability to any Originator for uncollectible Receivables pay or (c) any income taxes or franchise taxes imposed on such Purchase and Sale Relevant Amounts are Indemnified Party by the jurisdiction under the laws of which such Indemnified Party is organized or any political subdivision thereof, arising out of or as a result of this Agreement or the ownership of Transferred Receivables or in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from Transferred Receivable or any non-Tax claim; provided, that nothing contained in this sentence shall limit the liability of such Originator or limit the recourse of any Purchase and Sale Indemnified Party to such Originator for any amounts otherwise specifically provided to be paid by such Originator hereunderContract. Without limiting or being limited by the foregoing indemnification, (but subject to the limitations set forth in clauses (aaforementioned exclusions), (b) and (c) of the previous sentence, each Originator, severally for itself alonejointly and severally, shall indemnify pay on demand to each Purchase and Sale Indemnified Party for Purchase any and Sale Relevant all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting fromfrom any of the following:

Indemnities by the Originators. Without limiting any other rights which the Company may have hereunder or under applicable law, each Originator, severally and for itself alone, jointly and severally with each other Originator, hereby agrees to indemnify and hold harmless the Company and each of its Affiliates, agents, employees, officers, directors, employees and directors agents (each of the foregoing Persons being individually called a “Purchase and Sale Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, damagesjudgments, liabilities and related costs and expenses, costs, losses including reasonable attorneys’ fees and liabilities, including Attorney Costs disbursements (all of the foregoing being collectively called “Purchase and Sale Relevant Indemnified Amounts”) awarded against or incurred by any of them arising out of or resulting from as a result of the failure of such Originator to perform its obligations under this AgreementAgreement or any other Transaction Document, or arising out of the claims asserted against a Purchase and Sale Indemnified Party relating to the acquisition transactions contemplated herein or therein or the use of the Sold Receivables by the Company, proceeds thereof or therefrom; excluding, however, (i) Purchase and Sale Relevant Indemnified Amounts to the extent, (a) such Purchase and Sale Relevant Amounts are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted extent resulting from the fraud, gross negligence or willful misconduct on the part of such Purchase and Sale Indemnified Party, (bii) due to the credit risk of an Obligor and for which reimbursement would constitute recourse to any Originator for uncollectible Receivables or (c) such Purchase and Sale Relevant Amounts are in respect Agreement (Arch Coal) indemnification which has the effect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any recourse for non-Tax claim; provided, that nothing contained payment of the Receivables due to a discharge in this sentence shall limit bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the liability of relevant Obligor and (iii) any net income or franchise tax imposed on such Originator or limit the recourse of any Purchase and Sale Indemnified Party to by the jurisdiction under the laws of which such Originator for Purchase and Sale Indemnified Party is organized or any amounts otherwise specifically provided to be paid by such Originator hereunder. political subdivision thereof Without limiting the foregoing indemnificationforegoing, but and subject to the limitations exclusions set forth in clauses (a), (b) and (c) of the previous preceding sentence, each Originator, severally for itself alone, jointly and severally with each Originator, shall indemnify each Purchase and Sale Indemnified Party for Purchase and Sale Relevant Indemnified Amounts relating to or resulting from:

Indemnities by the Originators. Without limiting any other rights which the Company Buyer may have hereunder or under applicable law, each Originator, severally and for itself alone, and Meritor, jointly and severally with each Originator, hereby agrees to indemnify and hold harmless the Company Buyer and each of its Affiliates, agents, employees, officers, directors, employees and directors agents (each of the foregoing Persons being individually called a “Purchase and Sale Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, damagesjudgments, liabilities and related costs and expenses, costs, losses including reasonable attorneys’ fees and liabilities, including Attorney Costs disbursements (all of the foregoing being collectively called “Purchase and Sale Relevant Indemnified Amounts”) awarded against or incurred by any of them arising out of or resulting from as a result of the failure of such Originator to perform its obligations under this AgreementAgreement or any other Transaction Document, or arising out of the claims asserted against a Purchase and Sale Indemnified Party relating to the acquisition transactions contemplated herein or therein or the use of the Sold Receivables by the Company, proceeds thereof or therefrom; excluding, however, (i) Purchase and Sale Relevant Indemnified Amounts to the extent, (a) such Purchase and Sale Relevant Amounts are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted extent resulting from the fraud, gross negligence or willful misconduct on the part of such Purchase and Sale Indemnified Party, (bii) any indemnification which has the effect of recourse for non-payment of the Receivables due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the credit risk of an relevant Obligor and for which reimbursement would constitute recourse to (iii) any Originator for uncollectible Receivables overall income or (c) such Purchase and Sale Relevant Amounts are franchise taxes, in respect of Taxes other than any Taxes that represent losseseither case, claims, damages, etc. arising from any non-Tax claim; provided, that nothing contained in this sentence shall limit imposed on the liability of such Originator or limit the recourse of any applicable Purchase and Sale Indemnified Party to by the jurisdiction under whose laws such Originator for Purchase and Sale Indemnified Party is organized, operates or where its principal executive office is located or any amounts otherwise specifically provided to be paid by such Originator hereunderpolitical subdivision thereof. Without limiting the foregoing indemnificationforegoing, but and subject to the limitations exclusions set forth in clauses (a), (b) and (c) of the previous preceding sentence, each Originator, severally for itself alone, and Meritor, jointly and severally with each Originator, shall indemnify each Purchase and Sale Indemnified Party for Purchase and Sale Relevant Indemnified Amounts relating to or resulting from:

Indemnities by the Originators. Without limiting any other rights which the Company may have hereunder or under applicable law, each Originator, severally and for itself alonealone and FleetCor, jointly and severally with each Originator, hereby agrees to indemnify and hold harmless the Company and each of its Affiliates, agents, employees, officers, directors, employees and directors agents (each of the foregoing Persons being individually called a “Purchase and Sale Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, damagesjudgments, liabilities and related costs and expenses, costs, losses including reasonable attorneys’ fees and liabilities, including Attorney Costs disbursements (all of the foregoing being collectively called “Purchase and Sale Relevant Indemnified Amounts”) awarded against or incurred by any of them arising out of or resulting from as a result of the failure of such Originator to perform its obligations under this AgreementAgreement or any other Transaction Document, or arising out of the claims asserted against a Purchase and Sale Indemnified Party relating to the acquisition transactions contemplated herein or therein or the use of the Sold Receivables by the Company, proceeds thereof or therefrom; excluding, however, (i) Purchase and Sale Relevant Indemnified Amounts to the extent, (a) such Purchase and Sale Relevant Amounts are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted extent resulting from the fraud, gross negligence or willful misconduct on the part of such Purchase and Sale Indemnified Party, (bii) any indemnification which has the effect of recourse for non-payment of the Receivables due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the credit risk of an relevant Obligor and for which reimbursement would constitute recourse to (iii) any Originator for uncollectible Receivables net income or (c) franchise tax imposed on such Purchase and Sale Relevant Amounts are in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim; provided, that nothing contained in this sentence shall limit the liability of such Originator or limit the recourse of any Purchase and Sale Indemnified Party to by the jurisdiction under the laws of which such Originator for Purchase and Sale Indemnified Party is organized or any amounts otherwise specifically provided to be paid by such Originator hereunderpolitical subdivision thereof. Without limiting the foregoing indemnificationforegoing, but and subject to the limitations exclusions set forth in clauses (a), (b) and (c) of the previous preceding sentence, each Originator, severally for itself alonealone and FleetCor, jointly and severally with each Originator, shall indemnify each Purchase and Sale Indemnified Party for Purchase and Sale Relevant Indemnified Amounts relating to or resulting from:

Indemnities by the Originators. Without limiting any other rights which the Company that any Indemnified Party may have hereunder or under applicable law, and whether or not any of the transactions contemplated hereby are consummated, each OriginatorOriginator hereby agrees, severally and for itself alonebut not jointly, hereby agrees to indemnify each Indemnified Party from and against, and hold each thereof harmless the Company and each of its Affiliatesfrom, agents, employees, officers, and directors (each of the foregoing Persons being individually called a “Purchase and Sale Indemnified Party”), forthwith on demand, from and against any and all claims, damageslosses, expenses, costs, losses and liabilities, including Attorney Costs costs and expenses of any kind whatsoever (including, without limitation, reasonable attorneys’ fees and expenses of one counsel to all Indemnified Parties, exclusive of one local counsel to all Indemnified Parties, unless the interests of the Agent and the Purchasers are sufficiently divergent, in which case one additional counsel may be appointed) (all of the foregoing being collectively called referred to as “Purchase and Sale Relevant Indemnified Amounts”) arising out of of, or resulting from from, in whole or in part, the failure Transaction Documents or the activities of such Originator to perform its obligations under this Agreementin connection herewith or with any other Transaction Document or the use of proceeds of sales, or arising out transfers and assignments of the claims asserted against a Purchase and Sale Indemnified Party relating to the acquisition of the Sold Receivables by the Company, Receivable Assets hereunder; excluding, Purchase and Sale Relevant however, Indemnified Amounts to the extent, (a) to the extent resulting from (x) the gross negligence or willful misconduct on the part of such Purchase and Sale Relevant Amounts are Indemnified Party as determined by the final non-appealable judgment of a court of competent jurisdiction by final and nonappealable judgment or (y) the failure to have resulted collect amounts in respect of an Originator Receivable to the extent such failure results from a discharge of the Obligor with respect thereto in a proceeding in respect of such Obligor under applicable bankruptcy laws or otherwise results from the fraud, gross negligence Obligor’s financial inability to pay such amounts or willful misconduct of such Purchase and Sale Indemnified Party, (b) due that are subject to the credit risk exclusions from reimbursement or payment therefor under Section 2.14 of an Obligor and for which reimbursement would constitute recourse to any Originator for uncollectible the Receivables Purchase Agreement (such Indemnified Amounts excluded by the immediately preceding clauses (a) or (cb) such Purchase and Sale Relevant Amounts are in respect of Taxes other than the “Excluded Amounts”). Neither any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim; provided, that nothing contained in this sentence shall limit the liability of such Originator or limit the recourse of any Purchase and Sale Indemnified Party to such Originator nor any Transaction Party shall have any liability for any amounts otherwise specifically provided special, punitive, indirect or consequential damages relating to be paid by such Originator hereunderthis Agreement or any other Transaction Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). Without limiting or being limited by the foregoing indemnification, but subject to the limitations set forth in clauses (a), (b) and (c) whether or not any of the previous sentencetransactions contemplated hereby are consummated, each Originator, severally for itself alone, Originator shall indemnify pay within ten Business Days after demand to each Purchase and Sale Indemnified Party for Purchase any and Sale Relevant all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating (other than Excluded Amounts) which relate to or resulting result from, or which would not have occurred but for, one or more of the following:

Indemnities by the Originators. Without limiting any other rights which the Company may have hereunder or under applicable law, each Originator, severally and for itself alone, and Swift, jointly and severally with each Originator, hereby agrees to indemnify and hold harmless harmless, on an after-tax basis, the Company and each of its Affiliates, agents, employees, officers, directors, employees and directors agents (each of the foregoing Persons being individually called a “Purchase and Sale Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, damagesjudgments, liabilities, penalties, Taxes, costs and expenses, costs, losses and liabilities, (including Attorney Costs Costs) (all of the foregoing being collectively called “Purchase and Sale Relevant Indemnified Amounts”) awarded against or incurred by any of them arising out of or resulting from as a result of the failure of such Originator to perform its obligations under this AgreementAgreement or any other Transaction Document, or arising out of the claims asserted against a Purchase and Sale Indemnified Party relating to the acquisition transactions contemplated herein or therein or the use of the Sold Receivables by the Companyproceeds thereof or therefrom, excluding, only Purchase and Sale Relevant Indemnified Amounts to the extent, (ai) such Purchase and Sale Relevant Amounts are determined by a final judgment of a court of competent jurisdiction by final holds that such Purchase and nonappealable judgment to have Sale Indemnified Amounts resulted from the fraud, gross negligence or willful misconduct of such the Purchase and Sale Indemnified PartyParty seeking indemnification, (bii) due to the credit risk of an the Obligor and for which reimbursement would constitute recourse to any Originator Originator, for uncollectible Receivables or (ciii) such Purchase and Sale Relevant Indemnified Amounts are in respect include Taxes imposed or based on, or measured by, the gross or net income or receipts of Taxes other than such Purchase and Sale Indemnified Party by the jurisdiction under the laws of which such Purchase and Sale Indemnified Party is organized (or any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimpolitical subdivision thereof); provided, that nothing contained in this sentence shall limit the liability of such Originator or limit the recourse of any Purchase and Sale Indemnified Party to such Originator for any amounts otherwise specifically provided to be paid by such Originator hereunder. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (ai), (bii) and (ciii) of the previous sentence, each Originator, severally for itself alone, and Swift, jointly and severally with each Originator, shall indemnify each Purchase and Sale Indemnified Party for Purchase and Sale Relevant Indemnified Amounts relating to or resulting from:

Indemnities by the Originators. Without limiting any other rights which the Company may have hereunder or under applicable law, each Originator, severally and for itself alone, hereby agrees to indemnify and hold harmless the Company and each of its Affiliates, agents, employeesassigns, officers, directors, employees and directors agents (each of the foregoing Persons being individually called a “Purchase and Sale Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, damagesjudgments, expenses, costs, losses and liabilities, penalties, costs and expenses (including Attorney Costs Costs) (all of the foregoing being collectively called “Purchase and Sale Relevant Amounts”) awarded against or incurred by any of them arising out of or resulting from as a result of the failure of such Originator to perform its obligations under this Agreement, or arising out of the claims asserted against a Purchase and Sale Indemnified Party relating to the acquisition of the Sold Receivables by the Company, excluding, Purchase and Sale Relevant Amounts to the extent, (a) such Purchase and Sale Relevant Amounts are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the fraud, gross negligence or willful misconduct of such Purchase and Sale Indemnified Party, (b) such Purchase and Sale Relevant Amounts result from a claim brought by an Originator or another party to a Transaction Document against an Purchase and Sale Indemnified Party for breach in bad faith of such Purchase and Sale Indemnified Party’s obligations hereunder or under any other Transaction Document, if such Originator or other Person has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction, (c) due to the credit risk of an Obligor and for which reimbursement would constitute recourse to any Originator for uncollectible Receivables or (cd) such Purchase and Sale Relevant Amounts are in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimTaxes; provided, that nothing contained in this sentence shall limit the liability of such Originator or limit the recourse of any Purchase and Sale Indemnified Party to such Originator for any amounts otherwise specifically provided to be paid by such Originator hereunder. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (a), (b), (c) and (cd) of the previous sentence, each Originator, severally for itself alone, shall indemnify each Purchase and Sale Indemnified Party for Purchase and Sale Relevant Amounts relating to or resulting from:

Indemnities by the Originators. Without limiting any other rights which the Company may have hereunder or under applicable law, each Originator, severally and for itself alonealone and Atrium, jointly and severally with each Originator, hereby agrees to indemnify and hold harmless the Company and each of its Affiliates, agents, employees, officers, directors, employees and directors agents (each of the foregoing Persons being individually called a “Purchase and Sale Indemnified Party”"PURCHASE AND SALE INDEMNIFIED PARTY"), forthwith on demand, from and against any and all damages, losses, claims, damagesjudgments, liabilities and related costs and expenses, costs, losses including reasonable attorneys' fees and liabilities, including Attorney Costs disbursements (all of the foregoing being collectively called “Purchase and Sale Relevant Amounts”"PURCHASE AND SALE INDEMNIFIED AMOUNTS") awarded against or incurred by any of them arising out of or resulting from as a result of the failure of such Originator to perform its obligations under this AgreementAgreement or any other Transaction Document, or arising out of the claims asserted against a Purchase and Sale Indemnified Party relating to the acquisition transactions contemplated herein or therein or the use of the Sold Receivables by the Companyproceeds thereof or therefrom; EXCLUDING, excludingHOWEVER, (i) Purchase and Sale Relevant Indemnified Amounts to the extent, (a) such Purchase and Sale Relevant Amounts are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted extent resulting from the fraud, gross negligence or willful misconduct on the part of such Purchase and Sale Indemnified Party, (bii) any indemnification which has the effect of recourse for non-payment of the Receivables due to credit reasons with respect to the credit risk of an relevant Obligor and for which reimbursement would constitute recourse to (iii) any Originator for uncollectible Receivables net income or (c) franchise tax imposed on such Purchase and Sale Relevant Amounts are in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim; provided, that nothing contained in this sentence shall limit the liability of such Originator or limit the recourse of any Purchase and Sale Indemnified Party by the jurisdiction under the laws of which such Purchase and Sale Indemnified Party is organized or is doing business (except to such Originator for any amounts otherwise specifically provided the extent that it is considered to be paid doing business solely as a result of the transactions contemplated by such Originator hereunderthis Agreement and the other Transaction Documents) or any political subdivision thereof. Without limiting the foregoing indemnificationforegoing, but and subject to the limitations exclusions set forth in clauses (a), (b) and (c) of the previous preceding sentence, each Originator, severally for itself alonealone and Atrium, jointly and severally with each Originator, shall indemnify each Purchase and Sale Indemnified Party for Purchase and Sale Relevant Indemnified Amounts relating to or resulting from:

Indemnities by the Originators. Without limiting any other rights which the Company may have hereunder or under applicable law, each Originator, severally and for itself alonealone and Triumph, jointly and severally with each Originator, hereby agrees to indemnify and hold harmless the Company and each of its Affiliates, agents, employees, officers, directors, employees and directors agents (each of the foregoing Persons being individually called a “Purchase and Sale Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, damagesjudgments, liabilities and related costs and expenses, costs, losses including reasonable attorneys’ fees and liabilities, including Attorney Costs disbursements (all of the foregoing being collectively called “Purchase and Sale Relevant Indemnified Amounts”) awarded against or incurred by any of them arising out of or resulting from as a result of the failure of such Originator to perform its obligations under this AgreementAgreement or any other Transaction Document, or arising out of the claims asserted against a Purchase and Sale Indemnified Party relating to the acquisition transactions contemplated herein or therein or the use of the Sold Receivables by the Company, proceeds thereof or therefrom; excluding, however, (i) Purchase and Sale Relevant Indemnified Amounts to the extent, (a) such Purchase and Sale Relevant Amounts are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted extent resulting from the fraud, gross negligence or willful misconduct on the part of such Purchase and Sale Indemnified Party, Party and (bii) any indemnification which has the effect of recourse for non-payment of the Receivables due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the credit risk of an Obligor and for which reimbursement would constitute recourse to any Originator for uncollectible Receivables or (c) such Purchase and Sale Relevant Amounts are in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim; provided, that nothing contained in this sentence shall limit the liability of such Originator or limit the recourse of any Purchase and Sale Indemnified Party to such Originator for any amounts otherwise specifically provided to be paid by such Originator hereunderrelevant Obligor. Without limiting the foregoing indemnificationforegoing, but and subject to the limitations exclusions set forth in clauses (a), (b) and (c) of the previous preceding sentence, each Originator, severally for itself alonealone and Triumph, jointly and severally with each Originator, shall indemnify each Purchase and Sale Indemnified Party for Purchase and Sale Relevant Indemnified Amounts relating to or resulting from:

Indemnities by the Originators. Without limiting any other rights which the Company may have hereunder or under applicable law, each Originator, severally and for itself alone, hereby agrees to indemnify and hold harmless the Company and each of its Affiliates, agents, employees, officers, directors, employees and directors agents (each of the foregoing Persons being individually called a “Purchase and Sale Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, damagesjudgments, liabilities and related costs and expenses, costs, losses and liabilities, including Attorney Costs (all of the foregoing being collectively called “Purchase and Sale Relevant Indemnified Amounts”) awarded against or incurred by any of them arising out of or resulting from as a result of the failure of such Originator to perform its obligations under this AgreementAgreement or any other Transaction Document, or arising out of the claims asserted against a Purchase and Sale Indemnified Party relating to the acquisition transactions contemplated herein or therein or the use of proceeds thereof or therefrom; excluding, however, (i) any indemnification which has the effect of recourse for non-payment of the Sold Receivables by the Company, excluding, Purchase and Sale Relevant Amounts due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the extent, relevant Obligor and (aii) such Purchase and Sale Relevant Amounts are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the fraud, gross negligence any net income or willful misconduct of franchise tax imposed on such Purchase and Sale Indemnified Party, (b) due to Party by the credit risk jurisdiction under the laws of an Obligor and for which reimbursement would constitute recourse to any Originator for uncollectible Receivables or (c) such Purchase and Sale Relevant Amounts are in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim; provided, that nothing contained in this sentence shall limit the liability of such Originator or limit the recourse of any Purchase and Sale Indemnified Party to such Originator for is organized or any amounts otherwise specifically provided to be paid by such Originator hereunderpolitical subdivision thereof. Without limiting the foregoing indemnificationforegoing, but and subject to the limitations exclusions set forth in clauses (a), (b) and (c) of the previous preceding sentence, each Originator, severally and for itself alone, shall indemnify each Purchase and Sale Indemnified Party for Purchase and Sale Relevant Indemnified Amounts relating to or resulting from: