Common use of Indemnities by the Originators Clause in Contracts

Indemnities by the Originators. Without limiting any other rights that the Buyer may have hereunder or under Applicable Law, each Originator, jointly and severally, hereby agrees to indemnify the Buyer, the Credit Parties (as assignees of the Buyer), the Affected Persons (as assignees of the Buyer) and their respective assigns, officers, directors, agents and employees (each of the foregoing Persons being individually called a “Purchase and Sale Indemnified Party”) from and against any loss, liability, expense, damage or injury suffered or sustained by reason of (i) any failure of such Originator to comply with any of its covenants, obligations or agreements contained in this Agreement or any other Transaction Document to which it is a party or such Originator’s gross negligence, (ii) the breach of any representation or warranty made or deemed made by such Originator under or in connection with this Agreement or any of the other Transaction Documents to which it is a party or (iii) willful misconduct in the performance of its duties or obligations under this Agreement or any other Transaction Document to which it is a party, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Purchase and Sale Indemnified Amounts”). Without limiting or being limited by the foregoing, each Originator, jointly and severally, shall pay on demand, to each Purchase and Sale Indemnified Party any and all amounts necessary to indemnify such Purchase and Sale Indemnified Party from and against any and all Purchase and Sale Indemnified Amounts relating to or resulting from any of the following:

Indemnities by the Originators. Without limiting any other rights that the Buyer may have hereunder or under Applicable Law, each OriginatorOriginator and Servicer, jointly and severally, hereby agrees to indemnify the Buyer, the Credit Parties Administrative Agent (as assignees assignee of the BuyerBuyer for the benefit of the Secured Parties under the ABL Credit Agreement), the Affected Persons (as assignees of the Buyer) each Lender and their respective assigns, officers, directors, agents and employees Related Parties (each of the foregoing Persons being individually called a “Purchase and Sale Indemnified Party”) from and against any loss, liability, expense, damage or injury suffered or sustained by reason of (i) any failure of such Originator to comply with any of its covenants, obligations or agreements contained in this Agreement or any other Transaction Loan Document to which it is a party or such Originator’s gross negligence, (ii) the breach of any representation or warranty made or deemed made by such Originator under or in connection with this Agreement or any of the other Transaction Loan Documents to which it is a party or (iii) willful misconduct in the performance of its duties or obligations under this Agreement or any other Transaction Loan Document to which it is a party, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Purchase and Sale Indemnified Amounts”). Without limiting or being limited by the foregoing, each Originator, jointly and severally, shall pay on demand, to each Purchase and Sale Indemnified Party any and all amounts necessary to indemnify such Purchase and Sale Indemnified Party from and against any and all Purchase and Sale Indemnified Amounts relating to or resulting from any of the following:

Indemnities by the Originators. Without limiting any other rights that which the Buyer may have hereunder or under Applicable Lawapplicable law, each Originatorthe Originators hereby, jointly and severally, hereby agrees agree to indemnify the BuyerBuyer and its assigns and transferees (each, the Credit Parties (as assignees of the Buyer), the Affected Persons (as assignees of the Buyer) and their respective assigns, officers, directors, agents and employees (each of the foregoing Persons being individually called a an “Purchase and Sale Indemnified Party”) from and against any lossand all claims, liabilitydamages, expensecosts, damage or injury suffered or sustained by reason of expenses, losses and liabilities (iincluding reasonable attorneys’ fees) any failure of such Originator to comply with any of its covenants, obligations or agreements contained in this Agreement or any other Transaction Document to which it is a party or such Originator’s gross negligence, (ii) the breach of any representation or warranty made or deemed made by such Originator under or in connection with this Agreement or any of the other Transaction Documents to which it is a party or (iii) willful misconduct in the performance of its duties or obligations under this Agreement or any other Transaction Document to which it is a party, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, as “Purchase and Sale Indemnified Amounts”)) arising out of or resulting from this Agreement or the ownership of Receivables or in respect of any Receivable or any Contract, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, (b) credit related recourse for uncollectible Receivables or (c) any income taxes or franchise taxes imposed on such 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 Receivables or in respect of any Receivable or any Contract. Without limiting or being limited by the foregoingforegoing (but subject to the aforementioned exclusions), each Originatorthe Originators, jointly and severally, shall pay on demand, demand to each Purchase and Sale Indemnified Party any and all amounts necessary to indemnify such Purchase and Sale Indemnified Party from and against any and all Purchase and Sale Indemnified Amounts relating to or resulting from any of the following: