Common use of Indemnities by the Seller Clause in Contracts

Indemnities by the Seller. Without limiting any other rights that the Administrator, any Purchaser Agent, any Purchaser, any Liquidity Provider, any other Program Support Provider, the Program Administrator or any of their respective Affiliates, agents, employees, officers, and directors (each, an “Indemnified Party”) may have hereunder or under applicable Law, the Seller hereby agrees to indemnify each Indemnified Party and hold each Indemnified Party harmless from and against any and all claims, damages, expenses, costs, losses and liabilities, including Attorney Costs (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of or resulting from this Agreement, the use of proceeds of Purchases or Reinvestments, or any interest therein, or the purchase of the Purchased Interest or in respect of any Pool Receivable, Related Security or Contract, or in respect of any other Transaction Document except (a) to the extent resulting from fraud, gross negligence or willful misconduct on the part of such Indemnified Party; (b) for which indemnification would constitute recourse (except as otherwise specifically provided in this Agreement to be paid by the Seller hereunder) for uncollectible Receivables; and (c) in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. Without limiting the foregoing, but subject to the exclusions set forth in the preceding sentence, the Seller shall pay within five (5) Business Days after written demand (which demand shall be accompanied by documentation of the Indemnified Amounts, in reasonable detail) to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following: (i) the failure of any Receivable included in the calculation of the Net Receivables Pool Balance as an Eligible Receivables to be an Eligible Receivable as of the date of such calculation, the failure of any information contained in any Information Package to be true and correct, or the failure of any other information required to be provided to any Purchaser, Purchaser Agent or the Administrator with respect to the Receivables or this Agreement to be true and correct; (ii) the failure of any representation or warranty made or deemed made by the Seller (or any of its officers, employees or agents) under or in connection with this Agreement, any other Transaction Document to have been true and correct as of the date made or deemed made; (iii) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Receivable or the related Contract, or the failure of any Pool Receivable or the related Contract to conform to any such applicable law, rule or regulation; (iv) the failure to vest in the Administrator, for the benefit of each Purchaser Group, First Priority Interest in the Pool Assets to the extent required under this Agreement; (v) any commingling of funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled hereunder with any other funds; (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool (including a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the goods or services related to such Receivable or the furnishing or failure to furnish such goods or services or relating to collection activities with respect to such Receivable or any Contract related thereto (if such collection activities were performed by the Seller or any of its Affiliates or by any agent or independent contractor retained by the Seller or any of its Affiliates); (vii) any failure of the Seller to perform its duties or obligations in accordance with the provisions hereof, any other Transaction Document or under the Contracts; (viii) any products liability, environmental or other claim by an Obligor or other third party arising out of the goods or services which are the subject of any Pool Receivable or the related Contract; (ix) the use of proceeds of Purchases or Reinvestments; (x) the failure of the Seller to pay when due any Taxes, energy surcharges or other governmental charges payable by the Seller in connection with any of the Pool Receivables or this Agreement; (xi) any investigation, litigation or proceeding related to this Agreement, any of the other Transaction Documents or the ownership of the Pool Receivables or any Pool Assets; (xii) any failure of a Lock-Box Bank to comply with the terms of the applicable Lock-Box Agreement; (xiii) any action taken by the Seller, the Servicer or any Originator (or any of their respective Affiliates) in the enforcement or collection of any Pool Receivable; (xiv) in the case of a Retail Receivable, the failure or delay in providing any Obligor with an invoice or other evidence of indebtedness; or (xv) the failure of the sale and pledge of any Pool Receivable under the Transaction Documents to comply with the notice requirements of FACA or any analogous State or local Laws.

Indemnities by the Seller. Without limiting any other rights that the Administrator, any Purchaser Agent, any Purchaser, any Liquidity Provider, the Administrator or any other Program Support Provider, the Program Administrator Provider or any of their respective Affiliates, agents, employees, officers, and directors directors, agents, counsel, successors, transferees or assigns (each, an “Indemnified Party”) may have hereunder or under applicable Applicable Law, the Seller hereby agrees to indemnify each Indemnified Party and hold each Indemnified Party harmless from and against any and all claims, damages, expenses, costs, losses and liabilities, liabilities (including Attorney Costs Costs) (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of or resulting from this AgreementAgreement (whether directly or indirectly), the use of proceeds of Purchases purchases or Reinvestmentsreinvestments, the ownership of the Purchased Interest, or any interest therein, or the purchase of the Purchased Interest or in respect of any Pool Receivable, Related Security or Contract, or in respect of any other Transaction Document except excluding, however: (a) Indemnified Amounts to the extent resulting from fraud, gross negligence or willful misconduct on the part of such Indemnified Party; Party or its officers, directors, agents or counsel, (b) for which indemnification would constitute recourse (except as otherwise specifically provided Indemnified Amounts in this Agreement respect of any Receivable to be paid by the Seller hereunder) for extent that such Receivable is uncollectible Receivables; and on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor, or (c) in respect any overall net income taxes or franchise taxes imposed on such Indemnified Party by the jurisdiction under the laws of Taxes other than which such Indemnified Party is organized or any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimpolitical subdivision thereof. Without limiting or being limited by the foregoing, but and subject to the exclusions set forth in the preceding sentence, the Seller shall pay within five (5) Business Days after written on demand (which demand shall be accompanied by documentation of the Indemnified Amounts, in reasonable detail) to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following: (i) the failure of any Receivable included in the calculation of the Net Receivables Pool Balance as an Eligible Receivables Receivable to be an Eligible Receivable as of the date of such calculationReceivable, the failure of any information contained in any an Information Package or Daily Report to be true and correct, or the failure of any other information required to be provided to any Purchaser, Purchaser Agent such Indemnified Party by the Seller or the Administrator Servicer with respect to the Receivables or this Agreement to be true and correct; (ii) the failure of any representation representation, warranty or warranty statement made or deemed made by the Seller (or any of its officers, employees or agents) under or in connection with this Agreement, any other Transaction Document Agreement to have been true and correct as of the date made or deemed made in all respects when made; (iii) the failure by the Seller to comply with any applicable law, rule or regulation Applicable Law with respect to any Pool Receivable or the related Contract, or the failure of any Pool Receivable or the related Contract to conform to any such applicable law, rule or regulationApplicable Law; (iv) the failure to vest in the Administrator, Administrator (for the benefit of each Purchaser Groupthe Purchasers) a valid and enforceable: (A) perfected undivided percentage ownership interest, First Priority Interest to the extent of the Purchased Interest, in the Receivables in, or purporting to be in, the Receivables Pool and the other Pool Assets, or, if not, a (B) first priority perfected security interest in the Pool Assets to the extent required under this AgreementAssets, in each case, free and clear of any Adverse Claim; (v) any commingling of funds the failure to which the Administratorhave filed, any Purchaser Agent or any Purchaser is entitled hereunder delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws with respect to any Receivables in, or purporting to be in, the Receivables Pool and the other fundsPool Assets, whether at the time of any Purchase or reinvestment or at any subsequent time; (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool (including a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the goods or services related to such Receivable or the furnishing or failure to furnish such goods or services or relating to collection activities with respect to such Receivable or any Contract related thereto (if such collection activities were performed by the Seller or any of its Affiliates or by any agent or independent contractor retained by the Seller or any of its Affiliates)Receivable; (vii) any failure of the Seller, any Affiliate of the Seller or the Servicer to perform its duties or obligations in accordance with the provisions hereof, any other Transaction Document hereof or under the Contracts; (viii) any products liability, environmental liability or other claim by an Obligor claim, investigation, litigation or other third party proceeding arising out of the goods or in connection with merchandise, insurance or services which that are the subject of any Pool Receivable or the related Contract; (ix) the use commingling of proceeds of Purchases or ReinvestmentsCollections at any time with other funds; (x) the failure use of the Seller to pay when due any Taxes, energy surcharges proceeds of purchases or other governmental charges payable by the Seller in connection with any of the Pool Receivables or this Agreement;reinvestments; or (xi) any investigation, litigation or proceeding related to this Agreement, any reduction in the Aggregate Investment as a result of the other Transaction Documents distribution of Collections pursuant to Section 1.4(d), if all or the ownership a portion of the Pool Receivables such distributions shall thereafter be rescinded or otherwise must be returned for any Pool Assets; (xii) any failure of a Lock-Box Bank to comply with the terms of the applicable Lock-Box Agreement; (xiii) any action taken by the Seller, the Servicer or any Originator (or any of their respective Affiliates) in the enforcement or collection of any Pool Receivable; (xiv) in the case of a Retail Receivable, the failure or delay in providing any Obligor with an invoice or other evidence of indebtedness; or (xv) the failure of the sale and pledge of any Pool Receivable under the Transaction Documents to comply with the notice requirements of FACA or any analogous State or local Lawsreason.

Indemnities by the Seller. Without limiting any other rights that any such Person may have hereunder or under applicable law, the Seller hereby indemnifies and holds harmless, on an after-tax basis, the Administrator, any each Purchaser Agent, any Purchaser, any each Liquidity Provider, any other each Program Support Provider, the Program Administrator or any of Provider and each Purchaser and their respective Affiliates, agents, employees, officers, directors, agents and directors employees (each, each an “Indemnified Party”) may have hereunder or under applicable Law, the Seller hereby agrees to indemnify each Indemnified Party and hold each Indemnified Party harmless from and against any and all damages, losses, claims, damages, expenses, costs, losses and liabilities, penalties, Taxes, costs and expenses (including Attorney Costs Costs) (all of the foregoing being collectively referred to as collectively, the “Indemnified Amounts”) at any time imposed on or incurred by any Indemnified Party arising out of or resulting from this Agreementotherwise relating to any Transaction Document, the use transactions contemplated thereby or the acquisition of proceeds any portion of Purchases or Reinvestmentsthe Purchased Interest, or any interest therein, action taken or the purchase omitted by any of the Purchased Interest Indemnified Parties (including any action taken by the Administrator as attorney-in-fact for the Seller or in respect of any Pool Receivable, Related Security Originator hereunder or Contract, or in respect of under any other Transaction Document except Document), whether arising by reason of the acts to be performed by the Seller hereunder or otherwise, excluding only Indemnified Amounts to the extent (a) to the extent resulting a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from fraud, gross negligence or willful misconduct on of the part Indemnified Party seeking indemnification, (b) due to the credit risk of the Obligor and for which reimbursement would constitute recourse to any Originator, the Seller or the Servicer for uncollectible Receivables or (c) such Indemnified Amounts include Taxes imposed or based on, or measured by, the gross or net income or receipts of such Indemnified PartyParty by the jurisdiction under the laws of which such Indemnified Party is organized (or any political subdivision thereof); (b) provided, that nothing contained in this sentence shall limit the liability of the Seller or the Servicer or limit the recourse of any Indemnified Party to the Seller or the Servicer for which indemnification would constitute recourse (except as any amounts otherwise specifically provided in this Agreement to be paid by the Seller or the Servicer hereunder) for uncollectible Receivables; and (c) in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. Without limiting the foregoingforegoing indemnification, but subject to the exclusions limitations set forth in clauses (a), (b) and (c) of the preceding previous sentence, the Seller shall pay within five (5) Business Days after written demand (which demand shall be accompanied by documentation of the Indemnified Amounts, in reasonable detail) to indemnify each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all for Indemnified Amounts (including losses in respect of uncollectible Receivables, regardless, for purposes of these specific matters, whether reimbursement therefor would constitute recourse to the Seller or the Servicer) relating to or resulting from any of the followingfrom: (i) the failure of any Receivable included in the calculation of the Net Receivables Pool Balance as an Eligible Receivables Receivable to be an Eligible Receivable as of the date of such calculationReceivable, the failure of any information contained in any Information Package to be true and correct, or the failure of any other information required to be provided to any Purchaser, Purchaser Agent or the Administrator with respect to the Receivables or this Agreement to be true and correct; (ii) the failure of any representation representation, warranty or warranty statement made or deemed made by the Seller (or any employee, officer or agent of its officers, employees or agentsthe Seller) under or in connection with this Agreement, any other Transaction Document Document, or any Information Package or any other information or report delivered by or on behalf of the Seller pursuant hereto to have been true and correct as of the date made or deemed mademade in all respects; (iii) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Receivable or the related Contract, or the failure nonconformity of any Pool Receivable or the related Contract to conform to with any such applicable law, rule or regulation; (iv) the failure of the Seller to vest and maintain vested in the Administrator, for the benefit of each Purchaser Groupthe Purchasers, First Priority Interest a first priority perfected ownership or security interest in the Pool Assets to Purchased Interest and the extent required under this Agreementproperty conveyed hereunder, free and clear of any Adverse Claim; (v) any commingling of funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled hereunder with any other funds; (vi) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivables in, or purporting to be in, the Receivables Pool and the other Pool Assets, whether at the time of any Purchase or at any subsequent time; (vii) any failure of a Lock-Box Bank to comply with the terms of the applicable Lock-Box Agreement; (viii) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool (including a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale or lease of the goods or the rendering of services related to such Receivable or the furnishing or failure to furnish any such goods or services or relating to collection activities with respect to such Receivable or any Contract related thereto (if such collection activities were performed by the Seller or any of its Affiliates acting as the Servicer or by any agent or independent contractor retained by the Seller or any of its Affiliates)) with respect to such Receivable; (viiix) any failure of the Seller (or any of its Affiliates acting as the Servicer) to perform its duties or obligations in accordance with the provisions hereofof this Agreement, any Contract or any other Transaction Document or under the Contractsto which it is a party; (viiix) any products liability, environmental action taken by the Administrator as attorney-in-fact for the Seller or any Originator pursuant to this Agreement or any other claim by an Obligor or other third party arising out of the goods or services which are the subject of any Pool Receivable or the related ContractTransaction Document; (ixxi) any reduction in Capital as a result of the distribution of Collections pursuant to Section 1.4(d), if all or a portion of such distributions shall thereafter be rescinded or otherwise must be returned for any reason; (xii) the use of proceeds of Purchases Purchase or Reinvestments; reinvestment or the issuance of any Letter of Credit on behalf of Seller (x) and, if applicable, on behalf of, or for the failure of the Seller to pay when due any Taxes, energy surcharges or other governmental charges payable by the Seller in connection with any of the Pool Receivables or this Agreement; (xi) any investigation, litigation or proceeding related to this Agreementaccount of, any of the other Transaction Documents or the ownership of the Pool Receivables or any Pool Assets; (xii) any failure of a Lock-Box Bank to comply with the terms of the applicable Lock-Box Agreement;Originator); or (xiii) any environmental liability claim, products liability claim or personal injury or property damage suit or other similar or related claim or action taken by the Sellerof whatever sort, the Servicer arising out of or in connection with any Receivable or any Originator (other suit, claim or action of whatever sort relating to any of their respective Affiliates) in the enforcement or collection of any Pool Receivable; (xiv) in the case of a Retail Receivable, the failure or delay in providing any Obligor with an invoice or other evidence of indebtedness; or (xv) the failure of the sale and pledge of any Pool Receivable under the Transaction Documents to comply with the notice requirements of FACA or any analogous State or local LawsDocuments.

Indemnities by the Seller. Without limiting any other rights that the Administrator, Administrative Agent or any Purchaser Agentmay have hereunder or under applicable law, any Purchaser, any Liquidity Provider, any other Program Support Provider, Seller hereby agrees to indemnify (and pay upon demand to) the Program Administrator or any Administrative Agent and each of the Purchasers and their respective Affiliates, agents, employeesassigns, officers, directors, agents and directors employees (each, each an “Indemnified Party”) may have hereunder or under applicable Law, the Seller hereby agrees to indemnify each Indemnified Party and hold each Indemnified Party harmless from and against any and all damages, losses, claims, damagestaxes, expensesliabilities, costs, losses expenses and liabilitiesfor all other amounts payable, including Attorney Costs reasonable attorneys’ fees (which attorneys may be employees of the Administrative Agent or such Purchaser) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or resulting from as a result of this Agreement, the use of proceeds of Purchases or Reinvestments, or any interest therein, Agreement or the purchase acquisition, either directly or indirectly, by a Purchaser of an interest in the Receivables excluding, however, in all of the Purchased Interest or in respect of any Pool Receivable, Related Security or Contract, or in respect of any other Transaction Document except foregoing instances: (a) Indemnified Amounts to the extent resulting a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from fraud, gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification; (b) Indemnified Amounts to the extent the same includes losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; or (c) taxes imposed by the jurisdiction in which such Indemnified Party’s principal executive office is located, on or measured by the overall net income of such Indemnified Party to the extent that the computation of such taxes is consistent with the characterization for income tax purposes of the acquisition by the Purchasers of Purchaser Interests as a loan or loans by the Purchasers to Seller secured by the Receivables, the Related Security, the Collection Accounts and the Collections; (b) provided, however, that nothing contained in this sentence shall limit the liability of Seller or limit the recourse of the Purchasers to Seller for which indemnification would constitute recourse (except as amounts otherwise specifically provided in this Agreement to be paid by Seller under the Seller hereunder) for uncollectible Receivables; and (c) in respect terms of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimthis Agreement. Without limiting the foregoinggenerality of the foregoing indemnification, but subject to the exclusions set forth in the preceding sentence, the Seller shall pay within five (5) Business Days after written demand (which demand shall be accompanied by documentation of indemnify the Indemnified Amounts, in reasonable detail) to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Parties for Indemnified Amounts (including, without limitation, losses in respect of uncollectible receivables, regardless of whether reimbursement therefor would constitute recourse to Seller) relating to or resulting from any of the followingfrom: (i) the failure of any Receivable included in the calculation of the Net Receivables Pool Balance as an Eligible Receivables to be an Eligible Receivable as of the date of such calculation, the failure of any information contained in any Information Package to be true and correct, or the failure of any other information required to be provided to any Purchaser, Purchaser Agent or the Administrator with respect to the Receivables or this Agreement to be true and correct; (ii) the failure of any representation or warranty made by any Seller Party or deemed made by the Seller any Originator (or any officers of its officers, employees or agentsany such Person) under or in connection with this Agreement, any other Transaction Document or any other information or report required to be delivered by any such Person pursuant hereto or thereto, which shall have been true and correct as of the date false or incorrect when made or deemed made; (iiiii) the failure by the any Seller Party or any Originator to comply with any applicable law, rule or regulation with respect to any Pool Receivable or the Contract related Contractthereto, or the failure nonconformity of any Pool Receivable or the related Contract to conform to included therein with any such applicable law, rule or regulationregulation or any failure of any Originator to keep or perform any of its obligations, express or implied, with respect to any Contract; (iii) any failure of any Seller Party or any Originator to perform its duties, covenants or other obligations in accordance with the provisions of this Agreement or any other Transaction Document; (iv) any products liability, personal injury or damage suit, or other similar claim arising out of or in connection with merchandise, insurance or services that are the failure to vest in the Administrator, for the benefit subject of each Purchaser Group, First Priority Interest in the Pool Assets to the extent required under this Agreementany Contract or any Receivable; (v) any commingling of funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled hereunder with any other funds; (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable in(including, or purporting to be inwithout limitation, the Receivables Pool (including a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the goods merchandise or services service related to such Receivable or the furnishing or failure to furnish such goods merchandise or services or relating to collection activities services; (vi) the commingling of Collections of Receivables at any time with respect to such Receivable or any Contract related thereto (if such collection activities were performed by the Seller or any of its Affiliates or by any agent or independent contractor retained by the Seller or any of its Affiliates)other funds; (vii) any failure of the Seller to perform its duties or obligations in accordance with the provisions hereof, any other Transaction Document or under the Contracts; (viii) any products liability, environmental or other claim by an Obligor or other third party arising out of the goods or services which are the subject of any Pool Receivable or the related Contract; (ix) the use of proceeds of Purchases or Reinvestments; (x) the failure of the Seller to pay when due any Taxes, energy surcharges or other governmental charges payable by the Seller in connection with any of the Pool Receivables or this Agreement; (xi) any investigation, litigation or proceeding related to or arising from this AgreementAgreement or any other Transaction Document, any the transactions contemplated hereby, the use of the other Transaction Documents proceeds of an Incremental Purchase or a Reinvestment, the ownership of the Pool Receivables Purchaser Interests or any Pool Assetsother investigation, litigation or proceeding relating to any Seller Party or any Originator in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby; (viii) any inability to litigate any claim against any Obligor in respect of any Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding; (ix) any Amortization Event described in Section 9.1(f); (x) any failure of Seller to acquire and maintain legal and equitable title to, and ownership of any Receivable and the Related Security and Collections with respect thereto from any Originator, free and clear of any Adverse Claim (other than as created hereunder); or any failure of Seller to give reasonably equivalent value to the applicable Originator under the Receivables Sale Agreement in consideration of the transfer by such Originator of any Receivable, or any attempt by any Person to void such transfer under statutory provisions or common law or equitable action; (xi) any failure to vest and maintain vested in the Administrative Agent for the benefit of the Purchasers, or to transfer to the Administrative Agent for the benefit of the Purchasers, legal and equitable title to, and ownership of, a first priority perfected undivided percentage ownership interest (to the extent of the Purchaser Interests contemplated hereunder) or security interest in the Receivables, the Related Security and the Collections, free and clear of any Adverse Claim (except as created by the Transaction Documents); (xii) the failure to have filed, or any failure delay in filing, financing statements or other similar instruments or documents under the UCC of a Lock-Box Bank any applicable jurisdiction or other applicable laws with respect to comply any Receivable, the Related Security and Collections with respect thereto, and the terms proceeds of any thereof, whether at the applicable Lock-Box Agreementtime of any Incremental Purchase or Reinvestment or at any subsequent time; (xiii) any action taken or omission by any Seller Party which reduces or impairs the Seller, rights of the Servicer Administrative Agent or the Purchasers with respect to any Originator (Receivable or any of their respective Affiliates) in the enforcement or collection value of any Pool such Receivable; (xiv) in the case of a Retail Receivable, the failure any attempt by any Person to void any Incremental Purchase or delay in providing any Obligor with an invoice Reinvestment hereunder under statutory provisions or other evidence of indebtednesscommon law or equitable action; orand (xv) the failure of any Receivable included in the sale and pledge calculation of any Pool the Net Receivables Balance as an Eligible Receivable under to be an Eligible Receivable at the Transaction Documents to comply with the notice requirements of FACA or any analogous State or local Lawstime so included.

Indemnities by the Seller. Without limiting any other rights that which the Administrator, any Purchaser Agent, any Purchaser, any Liquidity Provider, any other Program Support Providermay have hereunder or under applicable law, the Program Administrator or any Seller hereby agrees to indemnify the Purchaser and its assigns and transferees and each of their respective Affiliates, agents, employees, officers, directors, employees and directors advisors (each, an “Indemnified Party”) may have hereunder or under applicable Law, the Seller hereby agrees to indemnify each Indemnified Party and hold each Indemnified Party harmless from and against any and all damages, claims, damageslosses, liabilities and related costs and expenses, costs, losses including reasonable attorneys’ fees and liabilities, including Attorney Costs disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) ), awarded against or incurred by any Indemnified Party arising out of or resulting from as a result of this Agreement, the use of proceeds of Purchases or Reinvestments, or any interest therein, Agreement or the purchase or contribution of the Purchased Interest any Transferred Receivables or in respect of any Pool Receivable, Related Security Transferred Receivable or any Contract, including, without limitation, arising out of or in respect of any other Transaction Document except (a) to the extent resulting from fraud, gross negligence or willful misconduct on the part of such Indemnified Party; (b) for which indemnification would constitute recourse (except as otherwise specifically provided in this Agreement to be paid by the Seller hereunder) for uncollectible Receivables; and (c) in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. Without limiting the foregoing, but subject to the exclusions set forth in the preceding sentence, the Seller shall pay within five (5) Business Days after written demand (which demand shall be accompanied by documentation of the Indemnified Amounts, in reasonable detail) to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the followinga result of: (i) the failure characterization in any Seller Report or other statement made by or on behalf of the Seller of any Transferred Receivable included in the calculation of the Net Receivables Pool Balance as an Eligible Receivables to be Receivable which is not an Eligible Receivable as of the date of such calculation, the failure of any information contained in any Information Package to be true and correct, Seller Report or the failure of any other information required to be provided to any Purchaser, Purchaser Agent or the Administrator with respect to the Receivables or this Agreement to be true and correctstatement; (ii) the failure of any representation or warranty or statement made or deemed made by the Seller (or any of its officers, employees or agents) under or in connection with this Agreement, any other Transaction Document to which shall have been true and correct as of the date made or deemed incorrect in any material respect when made; (iii) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Transferred Receivable or the related Contract, ; or the failure of any Pool Transferred Receivable or the related Contract to conform to any such applicable law, rule or regulation; (iv) the sale by the Seller of any Receivable in violation of applicable laws, rules or regulations; (v) the failure to vest in the AdministratorPurchaser absolute ownership of the Receivables that are, for or that purport to be, the benefit subject of each Purchaser Group, First Priority Interest in the Pool Assets to the extent required a Purchase or contribution under this Agreement; Agreement and the Related Security and Collections in respect thereof, free and clear of any Adverse Claim (it being agreed that this clause (v) is not intended to be an indemnity for the failure of any commingling of funds Underlying Inventory Security Interest to which constitute a first priority security interest in the Administrator, any Purchaser Agent or any Purchaser is entitled hereunder with any other fundsrelated inventory); (vi) the failure of the Seller to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivables that are, or that purport to be, the subject of a Purchase or contribution under this Agreement and the Related Security and Collections in respect thereof, whether at the time of any Purchase or contribution or at any subsequent time; (vii) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable inthat is, or purporting that purports to be inbe, the Receivables Pool subject of a Purchase or contribution under this Agreement (including including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the goods merchandise or services related to such Receivable or the furnishing or failure to furnish such goods merchandise or services or relating to collection activities with respect to such Receivable or any Contract related thereto (if such collection activities were performed by the Seller or any of its Affiliates or by any agent or independent contractor retained by the Seller or any of its Affiliatesacting as Collection Agent); (viiviii) any failure of the Seller Seller, as Collection Agent, subcontractor of the Collection Agent or otherwise, to perform its duties or obligations in accordance with the provisions hereof, hereof or to perform its duties or obligations under any other Transaction Document or under the ContractsContract related to a Transferred Receivable; (viiiix) any products liability, environmental liability or other claim by an Obligor or other third party arising out of the goods or in connection with merchandise, insurance or services which are the subject of any Pool Receivable or the related Contract; (ix) the use of proceeds of Purchases or Reinvestments; (x) the failure commingling of Collections of Transferred Receivables by the Seller or a designee of the Seller, as Collection Agent or otherwise, at any time with other funds of the Seller to pay when due any Taxes, energy surcharges or other governmental charges payable by the Seller in connection with any an Affiliate of the Pool Receivables or this AgreementSeller; (xi) any investigation, litigation or proceeding related to this Agreement, any Agreement or the use of the other Transaction Documents proceeds of Purchases or the ownership of Receivables, the Pool Receivables Related Security, or Collections with respect thereto or in respect of any Pool AssetsReceivable, Related Security or Contract; (xii) any failure of a Lock-Box Bank the Seller to comply with the terms of the applicable Lock-Box its covenants contained in this Agreement; (xiii) any action taken by Collection Agent Fees or other costs and expenses payable to any replacement Collection Agent, to the Seller, extent in excess of the Servicer or any Originator (or any of their respective Affiliates) in Collection Agent Fees payable to the enforcement or collection of any Pool Receivableinitial Collection Agent hereunder; (xiv) any claim brought by any Person other than an Indemnified Party arising from any activity by the Seller or any Affiliate of the Seller in the case of a Retail servicing, administering or collecting any Transferred Receivable, the failure or delay in providing any Obligor with an invoice or other evidence of indebtedness; or (xv) any Transferred Receivable (in whole or in part) becoming a Diluted Receivable. It is expressly agreed and understood by the failure parties hereto (i) that the foregoing indemnification is not intended to, and shall not, constitute a guarantee of the sale collectibility or payment of the Transferred Receivables and pledge (ii) that nothing in this Section 8.01 shall require the Seller to indemnify any Person (A) for Receivables which are not collected, not paid or uncollectible on account of the insolvency, bankruptcy, or financial inability to pay of the applicable Obligor, (B) for damages, losses, claims or liabilities or related costs or expenses to the extent found in a final non-appealable judgment of a court of competent jurisdiction to have resulted from such Person’s gross negligence or willful misconduct, or (C) for any income taxes or franchise taxes or withholding taxes (in the case of withholding taxes, other than due to changes in law) incurred by such Person arising out of or as a result of this Agreement or in respect of any Pool Transferred Receivable under the Transaction Documents to comply with the notice requirements of FACA or any analogous State or local LawsContract.

Indemnities by the Seller. (a) Without limiting any other rights that the Administrator, any Purchaser Agent, any Purchaser, any Liquidity Provider, any other Program Support Provider, the Program Administrator or any of their respective Affiliates, agents, employees, officers, and directors (each, an “Indemnified Party”) such Person may have hereunder or under applicable Applicable Law, the Seller hereby agrees to indemnify the Administrative Agent, the Backup Servicer, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective assigns, Affiliates, officers, directors, employees, advisors and agents thereof (collectively, the “Indemnified Party and hold each Indemnified Party harmless Parties”), forthwith on demand, from and against any and all damages, losses, claims, damages, liabilities and related reasonable out of pocket costs and expenses, costs, losses including reasonable attorneys’ fees and liabilities, including Attorney Costs disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by such Indemnified Party and other non-monetary damages of any such Indemnified Party or any of them arising out of or resulting from as a result of this Agreement, the use of proceeds of Purchases or Reinvestments, or any interest therein, Agreement or the purchase ownership of an interest in the Purchased Interest Collateral or in respect of any Pool ReceivableAsset included in the Collateral, Related Security or Contractexcluding, or in respect of any other Transaction Document except however, (a) Indemnified Amounts to the extent resulting from fraud, gross negligence or willful misconduct on the part of such Indemnified Party; Party or (b) Indemnified Amounts that have the effect of recourse for which indemnification would constitute recourse non-payment of the Assets included in the Collateral due to credit problems of the Obligors (except as otherwise specifically provided in this Agreement to be paid by Agreement). If the Seller hereunder) for uncollectible Receivables; has made any indemnity payment pursuant to this Section 11.1 and (c) such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of Taxes other than any Taxes that represent lossessuch Indemnified Amounts then, claims, damages, etc. arising the recipient shall repay to the Seller an amount equal to the amount it has collected from any non-Tax claimothers in respect of such indemnified amounts. Without limiting the foregoing, but subject to the exclusions set forth in the preceding sentence, the Seller shall pay within five (5) Business Days after written demand (which demand shall be accompanied by documentation of the Indemnified Amounts, in reasonable detail) to indemnify each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all for Indemnified Amounts relating to or resulting from any of the followingfrom: (i) the failure of any Receivable included in the calculation of the Net Receivables Pool Balance as an Eligible Receivables to be an Eligible Receivable as of the date of such calculation, the failure of any information contained in any Information Package to be true and correct, or the failure of any other information required to be provided to any Purchaser, Purchaser Agent or the Administrator with respect to the Receivables or this Agreement to be true and correct; (ii) the failure of any representation or warranty made or deemed made by the Seller Seller, the Servicer (if the Originator or one of its Affiliates is the Servicer) or any of their respective officers relating to the eligibility or qualification of any Asset, which shall have been false or incorrect in any respect when made or deemed made or delivered; (ii) any other representation or warranty made or deemed made by the Seller, the Servicer (if the Originator or one of its officers, employees Affiliates is the Servicer) or agents) any of their respective officers under or in connection with this Agreement, Agreement or any other Transaction Document to Document, which shall have been true and correct as of the date false or incorrect in any material respect when made or deemed mademade or delivered; (iii) the failure by the Seller or the Servicer (if the Originator or one of its Affiliates is the Servicer) to comply with any applicable lawterm, rule provision or regulation covenant contained in this Agreement or any agreement executed in connection with this Agreement, or with any Applicable Law, with respect to any Pool Receivable Collateral or the related Contract, or the failure nonconformity of any Pool Receivable or the related Contract to conform to Collateral with any such applicable law, rule or regulationApplicable Law; (iv) the failure to vest and maintain vested in the AdministratorAdministrative Agent, as agent for the benefit of each Purchaser GroupSecured Parties, First Priority Interest an undivided ownership interest in the Pool Assets to Collateral, together with all Collections, free and clear of any Lien (other than Permitted Liens) whether existing at the extent required under this Agreementtime of any Advance or at any time thereafter; (v) any commingling the failure to maintain, as of funds the close of business on each Business Day prior to which the AdministratorTermination Date, any Purchaser Agent an amount of Advances Outstanding that is less than or any Purchaser is entitled hereunder with any other fundsequal to the lesser of (x) the Facility Amount and (y) the Maximum Availability on such Business Day; (vi) the failure to file, or any delay in filing, financing statements, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws with respect to any Collateral, whether at the time of any Advance or at any subsequent time; (vii) any dispute, claim, offset or defense (other than the discharge in bankruptcy of the Obligor) of the Obligor to the payment of with respect to any Receivable inCollateral (including, or purporting to be inwithout limitation, the Receivables Pool (including a defense based on such Receivable or the related Contract Collateral not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the goods merchandise or services related to such Receivable Collateral or the furnishing or failure to furnish such goods merchandise or services or relating to collection activities with respect to such Receivable or any Contract related thereto (if such collection activities were performed by the Seller or any of its Affiliates or by any agent or independent contractor retained by the Seller or any of its Affiliates)services; (viiviii) any failure of the Seller or the Servicer (if the Originator or one of its Affiliates is the Servicer) to perform its duties or obligations in accordance with the provisions hereof, of this Agreement or any of the other Transaction Document Documents to which it is a party or any failure by the Originator, the Seller or any Affiliate thereof to perform its respective duties under the Contracts; (viii) any products liability, environmental or other claim by an Obligor or other third party arising out of the goods or services which are the subject of any Pool Receivable or the related ContractCollateral; (ix) the use failure of proceeds any Lock-Box Bank to remit any amounts held in a Lock-Box Account pursuant to the instructions of Purchases the Servicer or Reinvestmentsthe Administrative Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Lock-Box Agreement) whether by reason of the exercise of set-off rights or otherwise; (x) any inability to obtain any judgment in, or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of the Seller or the Originator to qualify to do business or file any notice or business activity report or any similar report; (xi) any action taken by the Seller or the Servicer in the enforcement or collection of any Collateral; (xii) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with the Related Property or services that are the subject of any Collateral; (xiii) any claim, suit or action of any kind arising out of or in connection with Environmental Laws (including, but not limited to, with respect to any REO Asset) including any vicarious liability; (xiv) the failure by Seller to pay when due any Taxes, energy surcharges or other governmental charges payable by Taxes for which the Seller is liable, including without limitation, sales, excise or personal property taxes payable in connection with any of the Pool Receivables or this AgreementCollateral; (xixv) any repayment by the Administrative Agent or a Secured Party of any amount previously distributed in reduction of Advances Outstanding, or payment of Interest or any other amount due hereunder or under any Hedging Agreement, in each case which amount the Administrative Agent or a Secured Party believes in good faith is required to be repaid; (xvi) the commingling of Collections on the Collateral at any time with other funds, unless permitted hereunder; (xvii) any investigation, litigation or proceeding related to this Agreement, any of the other Transaction Documents Agreement or the ownership use of proceeds of Advances or the Pool Receivables or any Pool Assetssecurity interest in the Collateral; (xiixviii) any failure by the Seller to give reasonably equivalent value to the Originator in consideration for the transfer by the Originator to the Seller of a Lock-Box Bank any item of Collateral or any attempt by any Person to comply with the terms void or otherwise avoid any such transfer under any statutory provision or common law or equitable action, including, without limitation, any provision of the applicable Lock-Box Bankruptcy Code; (xix) the use of the proceeds of any Advance in a manner other than as provided in this Agreement and the Sale Agreement; (xiiixx) any action taken by the failure of the Seller, the Originator or any of their respective agents or representatives to remit to the Servicer or the Administrative Agent, Collections on the Collateral remitted to the Seller, the Originator, the Servicer or any Originator (such agent or any of their respective Affiliates) in the enforcement or collection of any Pool Receivable; (xiv) in the case of a Retail Receivable, the failure or delay in providing any Obligor with an invoice or other evidence of indebtednessrepresentative; or (xvxxi) the failure of by the sale and pledge of any Pool Receivable under the Transaction Documents Seller to comply with any of the notice requirements covenants relating to any Hedging Agreement in accordance with the Transaction Documents. (b) Any amounts subject to the indemnification provisions of FACA this Section 11.1 shall be paid by the Seller to the Indemnified Party within five Business Days following such Person’s demand therefor. (c) If for any reason the indemnification provided above in this Section 11.1 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Seller or the Servicer, as the case may be, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Seller or the Servicer, as the case may be, on the other hand but also the relative fault of such Indemnified Party as well as any analogous State other relevant equitable considerations. (d) The obligations of the Seller under this Section 11.1 shall survive the resignation or local Lawsremoval of the Administrative Agent, the Servicer, the Backup Servicer or the Collateral Custodian and the termination of this Agreement.

Indemnities by the Seller. Without limiting any other rights that which the Administrator, any Purchaser Agent, any Purchaser, any Liquidity Provider, any other Program Support Providermay have hereunder or under applicable law, the Program Administrator or any Seller hereby agrees to indemnify the Purchaser and its assigns and transferees and each of their respective Affiliates, agents, employees, officers, directors, employees and directors advisors (each, an “Indemnified Party”) may have hereunder or under applicable Law, the Seller hereby agrees to indemnify each Indemnified Party and hold each Indemnified Party harmless from and against any and all damages, claims, damageslosses, liabilities and related costs and expenses, costs, losses including reasonable attorneys’ fees and liabilities, including Attorney Costs disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) ), awarded against or incurred by any Indemnified Party arising out of or resulting from as a result of this Agreement, the use of proceeds of Purchases or Reinvestments, or any interest therein, Agreement or the purchase of the Purchased Interest any Transferred Receivables or in respect of any Pool Receivable, Related Security Transferred Receivable or any Contract, including, without limitation, arising out of or in respect of any other Transaction Document except (a) to the extent resulting from fraud, gross negligence or willful misconduct on the part of such Indemnified Party; (b) for which indemnification would constitute recourse (except as otherwise specifically provided in this Agreement to be paid by the Seller hereunder) for uncollectible Receivables; and (c) in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. Without limiting the foregoing, but subject to the exclusions set forth in the preceding sentence, the Seller shall pay within five (5) Business Days after written demand (which demand shall be accompanied by documentation of the Indemnified Amounts, in reasonable detail) to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the followinga result of: (i) the failure characterization in any Seller Report or other statement made by or on behalf of the Seller of any Transferred Receivable included in the calculation of the Net Receivables Pool Balance as an Eligible Receivables to be Receivable which is not an Eligible Receivable as of the date of such calculation, the failure of any information contained in any Information Package to be true and correct, Seller Report or the failure of any other information required to be provided to any Purchaser, Purchaser Agent or the Administrator with respect to the Receivables or this Agreement to be true and correctstatement; (ii) the failure of any representation or warranty or statement made or deemed made by the Seller (or any of its officers, employees or agents) under or in connection with this Agreement, any other Transaction Document to which shall have been true and correct as of the date made or deemed incorrect in any material respect when made; (iii) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Transferred Receivable or the related Contract, ; or the failure of any Pool Transferred Receivable or the related Contract to conform to any such applicable law, rule or regulation; (iv) the sale by the Seller of any Receivable in violation of applicable laws, rules or regulations; (v) the failure to vest in the AdministratorPurchaser absolute ownership of the Receivables that are, for or that purport to be, the benefit subject of each Purchaser Group, First Priority Interest in the Pool Assets to the extent required a Purchase under this Agreement; Agreement and the Related Security and Collections in respect thereof, free and clear of any Adverse Claim (it being agreed that this clause (v) is not intended to be an indemnity for the failure of any commingling of funds Underlying Inventory Security Interest to which constitute a first priority security interest in the Administrator, any Purchaser Agent or any Purchaser is entitled hereunder with any other fundsrelated inventory); (vi) the failure of the Seller to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivables that are, or that purport to be, the subject of a Purchase under this Agreement and the Related Security and Collections in respect thereof, whether at the time of any Purchase or at any subsequent time; (vii) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable inthat is, or purporting that purports to be inbe, the Receivables Pool subject of a Purchase under this Agreement (including including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the goods merchandise or services related to such Receivable or the furnishing or failure to furnish such goods merchandise or services or relating to collection activities with respect to such Receivable or any Contract related thereto (if such collection activities were performed by the Seller or any of its Affiliates or by any agent or independent contractor retained by the Seller or any of its Affiliatesacting as Collection Agent); (viiviii) any failure of the Seller Seller, as Collection Agent or otherwise, to perform its duties or obligations in accordance with the provisions hereof, hereof or to perform its duties or obligations under any other Transaction Document or under the ContractsContract related to a Transferred Receivable; (viiiix) any products liability, environmental liability or other claim by an Obligor or other third party arising out of the goods or in connection with merchandise, insurance or services which are the subject of any Pool Receivable or the related Contract; (ix) the use of proceeds of Purchases or Reinvestments; (x) the failure commingling of Collections of Transferred Receivables by the Seller or a designee of the Seller, as Collection Agent or otherwise, at any time with other funds of the Seller to pay when due any Taxes, energy surcharges or other governmental charges payable by the Seller in connection with any an Affiliate of the Pool Receivables or this AgreementSeller; (xi) any investigation, litigation or proceeding related to this Agreement, any Agreement or the use of the other Transaction Documents proceeds of Purchases or the ownership of Receivables, the Pool Receivables Related Security, or Collections with respect thereto or in respect of any Pool AssetsReceivable, Related Security or Contract; (xii) any failure of a Lock-Box Bank the Seller to comply with the terms of the applicable Lock-Box its covenants contained in this Agreement; (xiii) any action taken by Collection Agent Fees or other costs and expenses payable to any replacement Collection Agent, to the Seller, extent in excess of the Servicer or any Originator (or any of their respective Affiliates) in Collection Agent Fees payable to the enforcement or collection of any Pool Receivableinitial Collection Agent hereunder; (xiv) any claim brought by any Person other than an Indemnified Party arising from any activity by the Seller or any Affiliate of the Seller in the case of a Retail servicing, administering or collecting any Transferred Receivable, the failure or delay in providing any Obligor with an invoice or other evidence of indebtedness; or (xv) any Transferred Receivable (in whole or in part) becoming a Diluted Receivable. It is expressly agreed and understood by the failure parties hereto (i) that the foregoing indemnification is not intended to, and shall not, constitute a guarantee of the sale collectibility or payment of the Transferred Receivables and pledge (ii) that nothing in this Section 8.01 shall require the Seller to indemnify any Person (A) for Receivables which are not collected, not paid or uncollectible on account of the insolvency, bankruptcy, or financial inability to pay of the applicable Obligor, (B) for damages, losses, claims or liabilities or related costs or expenses to the extent found in a final non-appealable judgment of a court of competent jurisdiction to have resulted from such Person’s gross negligence or willful misconduct, or (C) for any income taxes or franchise taxes or withholding taxes (in the case of withholding taxes, other than due to changes in law) incurred by such Person arising out of or as a result of this Agreement or in respect of any Pool Transferred Receivable under the Transaction Documents to comply with the notice requirements of FACA or any analogous State or local LawsContract.

Indemnities by the Seller. Without limiting any other rights that the Administrator, any the Purchasers, the Purchaser AgentAgents, the Liquidity Providers, any Purchaser, any Liquidity Provider, any other Program Support Provider, the Program Administrator Provider or any of their respective Affiliates, agents, employees, officers, and directors directors, agents, counsel, successors, transferees or permitted assigns (each, an “Indemnified Party”) may have hereunder or under applicable Lawlaw, the Seller hereby agrees to indemnify each Indemnified Party and hold each Indemnified Party harmless from and against any and all claims, damages, expenses, costs, losses losses, liabilities and liabilities, penalties (including Attorney Costs Costs) (all of the foregoing being collectively referred to as “Indemnified Amounts”) at any time imposed on or incurred by any Indemnified Party arising out of or resulting from this Agreementotherwise relating to any Transaction Document, the use transactions contemplated thereby or the acquisition of proceeds any portion of Purchases or Reinvestmentsthe Purchased Interest, or any interest therein, action taken or the purchase omitted by any of the Purchased Interest Indemnified Parties (including any action taken by the Administrator as attorney-in-fact for the Seller or in respect of any Pool Receivable, Related Security Originator hereunder or Contract, or in respect of under any other Transaction Document except Document) whether arising by reason of the acts to be performed by the Seller hereunder or otherwise, excluding only Indemnified Amounts to the extent: (a) to the extent resulting a final non-appealable judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from fraud, gross negligence or willful misconduct on of the part of such Indemnified Party; Party seeking indemnification or (b) due to the credit risk of the Obligor; provided, however, that nothing contained in this sentence shall limit the liability of the Seller or the Servicer or limit the recourse of any Indemnified Party to the Seller or the Servicer for which indemnification would constitute recourse (except as any amounts otherwise specifically provided in this Agreement to be paid by the Seller or the Servicer hereunder) for uncollectible Receivables; and (c) in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. Without limiting the foregoingforegoing indemnification, but and subject to the exclusions set forth in the preceding sentence, the Seller shall pay within five (5) Business Days after written demand (which demand shall be accompanied by documentation of the Indemnified Amounts, in reasonable detail) to indemnify each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all for Indemnified Amounts relating to or resulting from any of the following: (i) the failure of any Receivable included in the calculation of the Net Receivables Pool Balance as an Eligible Receivables Receivable to be an Eligible Receivable as of the date of such calculation, the failure of any information contained in any Information Package to be true and correct, or the failure of any other information required to be provided to any Purchaser, Purchaser Agent or the Administrator with respect to the Receivables or this Agreement to be true and correct; (ii) the failure of any representation representation, warranty or warranty statement made or deemed made by the Seller (or any employee, officer or agent of its officers, employees or agentsthe Seller) under or in connection with this Agreement, any other Transaction Document Document, any Information Package or any other information or report delivered by or on behalf of the Seller pursuant hereto to have been true and correct as of the date made or deemed made when made; (iii) the failure by the Seller to comply with any applicable law, rule or regulation with respect related to any Pool Receivable or the related Contract, or the failure of any Pool Receivable or the related Contract to conform to or the non-conformity of any Receivable or the related Contract with any such applicable law, rule or regulation; (iv) the failure of the Seller to vest and maintain vested in the Administrator, for Administrator (on behalf of the benefit of each Purchaser Group, First Priority Interest Purchasers) a first priority perfected ownership interest or security interest in the Pool Assets to Purchased Interest and the extent required under this Agreementproperty conveyed hereunder, free and clear of any Adverse Claim; (v) any commingling of funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled hereunder with any other funds; (vi) the failure to have filed, in accordance with the requirements of this Agreement or any other Transaction Document, financing statements or other similar instruments or documents under the UCC of each applicable jurisdiction or other applicable laws with respect to any Receivables in, or purporting to be in, the Receivables Pool and the other Pool Assets, whether at the time of any Purchase or at any subsequent time; (vii) any failure of a Lock-Box Bank to comply with the terms of the applicable Lock-Box Agreement; (viii) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool (including without limitation a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale or lease of the goods or the rendering of services related to such Receivable or the furnishing or failure to furnish any such goods or services or relating other similar claim or defense not arising from the financial inability of any Obligor to collection activities with respect to such Receivable or any Contract related thereto (if such collection activities were performed by the Seller or any of its Affiliates or by any agent or independent contractor retained by the Seller or any of its Affiliates)pay undisputed indebtedness; (viiix) any failure of the Seller to perform its duties or obligations in accordance with the provisions hereof, of this Agreement or any other Transaction Document or under the Contractsto which it is a party; (viiix) any action taken by the Administrator as attorney-in-fact for the Seller or any Originator pursuant to this Agreement or any other Transaction Document; (xi) any environmental liability claim or products liability, environmental liability claim or other claim by an Obligor claim, investigation, litigation or other third party proceeding, arising out of the goods or in connection with merchandise, insurance or services which that are the subject of any Pool Receivable or the related Contract; (ixxii) the use of proceeds of Purchases purchases or Reinvestments; (x) the failure of the Seller to pay when due any Taxes, energy surcharges or other governmental charges payable by the Seller in connection with any of the Pool Receivables or this Agreement; (xi) any investigation, litigation or proceeding related to this Agreement, any of the other Transaction Documents reinvestments or the ownership issuance of the Pool Receivables or any Pool Assets; (xii) any failure Letter of a Lock-Box Bank to comply with the terms of the applicable Lock-Box Agreement;Credit; or (xiii) any action taken by the Seller, the Servicer or any Originator (or any of their respective Affiliates) reduction in the enforcement or collection of any Pool Receivable; (xiv) in the case of Capital as a Retail Receivable, the failure or delay in providing any Obligor with an invoice or other evidence of indebtedness; or (xv) the failure result of the sale and pledge distribution of Collections pursuant to Section 1.4(d), if all or a portion of such distributions shall thereafter be rescinded or otherwise must be returned for any Pool Receivable under the Transaction Documents to comply with the notice requirements of FACA or any analogous State or local Lawsreason.

Indemnities by the Seller. Without limiting any other rights that the Administrator, any Purchaser Agent, any Purchaser, any Liquidity Provider, any other Program Support Provider, the Program Administrator or any of their respective Affiliates, agents, employees, officers, and directors (each, an “Indemnified Party”) may have hereunder or under applicable Law, the Seller hereby agrees to indemnify the Purchaser and its assignees (including, for the avoidance of doubt, each Xxxxxxxxx Investor) and its and their officers, directors, agents, members and employees (each an “Indemnified Party and hold each Indemnified Party harmless Party”), forthwith on demand, from and against any and all claims, damages, expenses, costs, losses and liabilitiesliabilities (including, including Attorney Costs without limitation, reasonable attorneys’ fees and disbursements) (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or resulting from the Seller’s failure to perform its obligations under this AgreementAgreement excluding, the use of proceeds of Purchases or Reinvestmentshowever, or any interest therein, or the purchase of the Purchased Interest or in respect of any Pool Receivable, Related Security or Contract, or in respect of any other Transaction Document except (ax) Indemnified Amounts to the extent resulting from fraud, gross negligence or willful misconduct on the part of such Indemnified Party; Party (bBUT EXPRESSLY INCLUDING IN THE INDEMNITY SET FORTH IN THIS SECTION 8.1, INDEMNIFIED AMOUNTS ATTRIBUTABLE TO THE ORDINARY, SOLE OR CONTRIBUTORY NEGLIGENCE OF PURCHASER OR SUCH INDEMNIFIED PARTY, IT BEING THE INTENT OF THE PARTIES THAT, TO THE EXTENT PROVIDED IN THIS SECTION 8.1, PURCHASER AND INDEMNIFIED PARTIES SHALL BE INDEMNIFIED FOR THEIR OWN ORDINARY, SOLE OR CONTRIBUTORY NEGLIGENCE NOT CONSTITUTING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) for which indemnification would constitute recourse or (except as otherwise specifically provided in this Agreement y) Indemnified Amounts to be paid the extent related to a default on any Receivable by the Seller hereunder) for uncollectible Receivables; related Obligor. Such indemnity shall survive the execution, delivery, performance and (c) in respect termination of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimthis Agreement. Without limiting or being limited by the foregoing, but subject to the exclusions set forth in the preceding sentence, the Seller shall pay within five (5) Business Days after written on demand (which demand shall be accompanied by documentation of to the Indemnified Amounts, in reasonable detail) to each Purchaser or any Indemnified Party any and all amounts necessary to indemnify such Indemnified Party Person from and against any and all Indemnified Amounts relating to or resulting from any of the followingfrom: (ia) the failure sale hereunder of any Receivable included in the calculation of the Net Receivables Pool Balance as an Eligible Receivables to be an Eligible Receivable as of that is not at the date of such calculation, the failure of any information contained in any Information Package to be true and correct, or the failure of any other information required to be provided to any Purchaser, Purchaser Agent or the Administrator with respect to the Receivables or this Agreement to be true and correctsale an Eligible Receivable; (iib) the failure of reliance on any representation or warranty or statement made or deemed made by the Seller (or any of its officers, employees or agents) under or in connection with this AgreementAgreement or in any certificate report or document delivered pursuant hereto that, in any other Transaction Document to such case, shall have been true and correct as of the date false or incorrect in any material respect when made or deemed made; (iiic) the failure by the Seller to comply prior to the applicable Purchase Date with any applicable law, rule or regulation Law with respect to any Pool Receivable or the related Contract, or the failure nonconformity on the applicable Purchase Date of any Pool Receivable or the related Contract to conform to with any such applicable law, rule or regulationLaw; (ivd) the failure to vest have filed, or any delay in filing, financing statements or other similar instruments or documents under the Administrator, for the benefit UCC of each Purchaser Group, First Priority Interest in the Pool Assets any applicable jurisdiction or other applicable Laws with respect to the extent required under this Agreementinterest in any Receivables of the Purchaser and/or the Owner Trustee in accordance with instructions of the Purchaser; (v) any commingling of funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled hereunder with any other funds; (vie) any dispute, claim, offset or defense (other than discharge arising in a bankruptcy proceeding of the Obligor) of the Obligor to the payment of any Receivable in(including, or purporting to be inwithout limitation, the Receivables Pool (including a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting ) that does not arise from the sale acts or omissions of the goods Purchaser or services related to such Receivable or the furnishing or failure to furnish such goods or services or relating to collection activities with respect to such Receivable or any Contract related thereto (if such collection activities were performed by the Seller or any of its Affiliates or by any agent or independent contractor retained by the Seller or any of its Affiliates)assignees; (viif) any failure of the Seller to perform its duties or obligations in accordance with the provisions hereof, any other Transaction Document or under the Contracts; (viii) any products liability, environmental or other claim by an Obligor or other third party arising out of the goods or services which are the subject of any Pool Receivable this Agreement or the related applicable Contract; (ixg) the use payment by the Purchaser of proceeds any California, Illinois, Nevada, Texas, Utah or Arizona franchise tax as to which any part thereof is attributable to the Seller, the Servicer, the Parent, the Nevada Originator or any Affiliate of Purchases or Reinvestmentsany of the foregoing; (xh) the failure commingling of Collections of Receivables at any time with other funds of the Seller to pay when due any TaxesSeller, energy surcharges or other governmental charges payable regardless of whether such commingling shall be permitted by the Seller in connection with any of the Pool Receivables or this AgreementTransaction Documents; (xii) any investigation, litigation or proceeding related to this AgreementAgreement or in respect of any Receivable or any Contract (other than a bankruptcy proceeding of an Obligor), any which investigation, litigation or proceeding does not relate to the acts or omissions of the other Transaction Documents Purchaser or the ownership of the Pool Receivables or any Pool Assets;its assignees; or (xiij) the payment by the Purchaser of any failure of a Lock-Box Bank to comply with the terms of the applicable Lock-Box Agreement; (xiii) any action taken taxes owed by the Seller, the Servicer or any Originator (or any of their respective Affiliates) in the enforcement or collection of any Pool Receivable; (xiv) in the case of a Retail Receivableincluding, the failure or delay in providing any Obligor with an invoice or other evidence of indebtedness; or (xv) the failure of the sale and pledge of any Pool Receivable under the Transaction Documents to comply with the notice requirements of FACA or any analogous State but not limited to, federal, state or local Lawsincome taxes, excise taxes or business taxes.

Indemnities by the Seller. Without limiting any other rights that the Administrator, any Purchaser Administrative Agent, any Purchaser, any Liquidity Provider, any other Program Support Providerthe Purchaser Agents, the Program Administrator Investors, the Banks or any entity that provides liquidity or credit enhancement or any of their respective Affiliates, agents, Affiliates or any of their respective employees, officers, and directors directors, agents or counsel (each, an “Indemnified Party”) may have hereunder or under applicable Lawlaw, the Seller hereby agrees to indemnify each Indemnified Party and hold each Indemnified Party harmless from and against any and all claims, damages, costs, expenses, losses and liabilities (including reasonable and documented attorneys’ fees of one firm of primary counsel for the Indemnified Parties; provided, that in the event a Purchaser Agent and its Related Bank(s) notifies the Seller that it reasonably believes a conflict may arise between the positions of the Indemnified Parties in connection with any such claims, damages, costs, expenses, losses and or liabilities, including Attorney Costs reasonable and documented attorneys’ fees for separate counsel for such Purchaser Agent shall be included) (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of or resulting from this Agreement, the use of proceeds of Purchases or Reinvestments, or any interest therein, Agreement or the purchase ownership of the Purchased Interest Receivable Interests or in respect of any Pool Receivable, Related Security Receivable or any Contract, or in respect of any other Transaction Document except excluding, however, (a) Indemnified Amounts to the extent resulting from fraud, gross negligence or willful misconduct on the part of such Indemnified Party; , (b) for which indemnification would constitute recourse (except as otherwise specifically provided in this Agreement to be paid by the Seller hereunder) for uncollectible Receivables; and Receivables or (c) in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimExcluded Taxes. Without limiting or being limited by the foregoing, foregoing (but subject to the exclusions set forth in the preceding sentenceaforementioned exclusions), the Seller shall pay within five (5) Business Days after written on demand (which demand shall be accompanied by documentation of the Indemnified Amounts, in reasonable detail) to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following: (i) the failure creation of an undivided percentage ownership or security interest in any Receivable included in the calculation that purports to be part of the Net Receivables Pool Balance as an Eligible Receivables to be an Eligible Receivable as of but that is not at the date of the creation of such calculation, the failure of any information contained in any Information Package to be true and correct, or the failure of any other information required to be provided to any Purchaser, Purchaser Agent or the Administrator with respect to the Receivables or this Agreement to be true and correctinterest an Eligible Receivable; (ii) the failure of any representation or warranty or statement made or deemed made by the Seller (or any of its officers, employees or agents) under or in connection with pursuant to this Agreement, any Agreement and the other Transaction Document to Documents that shall have been true and correct as of the date incorrect when made or deemed made; (iii) the failure by the Seller or the Originator to comply with any applicable law, rule or regulation with respect to any Pool Receivable or the related Contract, ; or the failure of any Pool Receivable or the related Contract to conform to any such applicable law, rule or regulation; (iv) the failure to vest and maintain vested in the AdministratorAdministrative Agent on behalf of the Investors and the Banks (a) a first priority perfected undivided percentage ownership or security interest, for the benefit of each Purchaser Group, First Priority Interest in the Pool Assets to the extent required of each Receivable Interest, in the Receivables in, or purporting to be in, the Receivables Pool and the Related Security and Collections in respect thereof or (b) a first priority perfected security interest as provided in Section 1.09, in each case free and clear of any Adverse Claim (other than any Adverse Claim arising under this Agreementor permitted by any Transaction Document); (v) any commingling of funds the failure to which the Administratorhave filed, any Purchaser Agent or any Purchaser is entitled hereunder delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any other fundsReceivables in, or purporting to be in, the Receivables Pool and the Related Security and Collections in respect thereof, whether at the time of any purchase or reinvestment or at any subsequent time, in each case to the extent required hereunder; (vi) without double counting for any Dilution for which a deemed Collection has been received under Section 1.04(e)(i) of this Agreement, any dispute, claim, offset or defense (other than discharge in bankruptcy of the ObligorObligor or any other credit related loss) of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool (including including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the goods or services related to such Receivable or the furnishing or failure to furnish such goods or services or relating to collection activities with respect to such Receivable or any Contract related thereto (if to the extent such collection activities were performed by the Seller or any of its Affiliates or by any agent or independent contractor retained by the Seller or any of its Affiliatesacting as Collection Agent); (vii) any failure of the Seller to perform its duties or obligations in accordance with the provisions hereofhereof (including any failure to comply with the covenants contained in Exhibit IV) or of any of the Transaction Documents to which it is a party, any other Transaction Document or under the Contractsany Contract; (viii) any products liability, environmental liability or other claim, investigation or proceeding (including any claim by an Obligor for unpaid sales, excise or other third party taxes) arising out of or in connection with the goods or services which or merchandise or insurance that are the subject of any Pool Receivable or the related Contract; (ix) the use commingling by the Seller or any of proceeds its Affiliates (United Rentals, as Collection Agent or otherwise) of Purchases Collections of Pool Receivables at any time with other funds (including, without limitation, any funds received with respect to any Excluded Receivable) or Reinvestmentsthe failure of Collections to be deposited into the Controlled Account; (x) the failure of the Seller to pay when due any Taxes, energy surcharges or other governmental charges payable by the Seller in connection with any of the Pool Receivables or this Agreement; (xi) any investigation, litigation or proceeding related to this Agreement, any of the other Transaction Documents Agreement or the ownership of Receivable Interests or in respect of any Receivable or Related Security; (xi) any Collection Agent Fees or other costs and expenses payable to any replacement Collection Agent, to the Pool Receivables or any Pool Assetsextent in excess of the Collection Agent Fees payable to the Collection Agent hereunder; (xii) any failure of a Lock-Box Bank to comply with claim brought by any Person other than an Indemnified Party arising from any activity by the terms Seller or any Affiliate of the applicable Lock-Box Agreement;Seller in servicing, administering or collecting any Receivable; or (xiii) the inclusion as a Pool Receivable in any action taken Periodic Report or other written statement made by or on behalf of the Seller, the Servicer or any Originator (or any of their respective Affiliates) in the enforcement or collection Seller of any Pool Receivable; (xiv) in receivable which is an Excluded Receivable as of the case date of a Retail Receivable, the failure or delay in providing any Obligor with an invoice such Periodic Report or other evidence of indebtedness; or (xv) the failure of the sale and pledge of any Pool Receivable under the Transaction Documents to comply with the notice requirements of FACA or any analogous State or local Lawsstatement.

Indemnities by the Seller. (a) Without limiting any other rights that the Administrator, any Purchaser Agent, any Purchaser, any Liquidity Provider, any other Program Support Provider, the Program Administrator or any of their respective Affiliates, agents, employees, officers, and directors (each, an “Indemnified Party”) such Person may have hereunder or under applicable Applicable Law, the Seller hereby agrees to indemnify the Administrative Agent, the Backup Servicer, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective assigns, Affiliates, officers, directors, employees, advisors and agents thereof (collectively, the “Indemnified Party and hold each Indemnified Party harmless Parties”), forthwith on demand, from and against any and all damages, losses, claims, damages, liabilities and related reasonable out of pocket costs and expenses, costs, losses including reasonable attorneys’ fees and liabilities, including Attorney Costs disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by such Indemnified Party and other non-monetary damages of any such Indemnified Party or any of them arising out of or resulting from as a result of this Agreement, the use of proceeds of Purchases or Reinvestments, or any interest therein, Agreement or the purchase ownership of an interest in the Purchased Interest Collateral or in respect of any Pool ReceivableAsset included in the Collateral, Related Security or Contractexcluding, or in respect of any other Transaction Document except however, (a) Indemnified Amounts to the extent resulting from fraud, gross negligence or willful misconduct on the part of such Indemnified Party; Party or (b) Indemnified Amounts that have the effect of recourse for which indemnification would constitute recourse non-payment of the Assets included in the Collateral due to credit problems of the Obligors (except as otherwise specifically provided in this Agreement to be paid by Agreement). If the Seller hereunder) for uncollectible Receivables; has made any indemnity payment pursuant to this Section 11.1 and (c) such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of Taxes other than any Taxes that represent lossessuch Indemnified Amounts then, claims, damages, etc. arising the recipient shall repay to the Seller an amount equal to the amount it has collected from any non-Tax claimothers in respect of such indemnified amounts. Without limiting the foregoing, but subject to the exclusions set forth in the preceding sentence, the Seller shall pay within five (5) Business Days after written demand (which demand shall be accompanied by documentation of the Indemnified Amounts, in reasonable detail) to indemnify each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all for Indemnified Amounts relating to or resulting from any of the followingfrom: (i) the failure of any Receivable included in the calculation of the Net Receivables Pool Balance as an Eligible Receivables to be an Eligible Receivable as of the date of such calculation, the failure of any information contained in any Information Package to be true and correct, or the failure of any other information required to be provided to any Purchaser, Purchaser Agent or the Administrator with respect to the Receivables or this Agreement to be true and correct; (ii) the failure of any representation or warranty made or deemed made by the Seller Seller, the Servicer (if the Originator or one of its Affiliates is the Servicer) or any of their respective officers relating to the eligibility or qualification of any Asset, which shall have been false or incorrect in any respect when made or deemed made or delivered; (ii) any other representation or warranty made or deemed made by the Seller, the Servicer (if the Originator or one of its officers, employees Affiliates is the Servicer) or agents) any of their respective officers under or in connection with this Agreement, Agreement or any other Transaction Document to Document, which shall have been true and correct as of the date false or incorrect in any material respect when made or deemed mademade or delivered; (iii) the failure by the Seller or the Servicer (if the Originator or one of its Affiliates is the Servicer) to comply with any applicable lawterm, rule provision or regulation covenant contained in this Agreement or any agreement executed in connection with this Agreement, or with any Applicable Law, with respect to any Pool Receivable Collateral or the related Contract, or the failure nonconformity of any Pool Receivable or the related Contract to conform to Collateral with any such applicable law, rule or regulationApplicable Law; (iv) the failure to vest and maintain vested in the AdministratorAdministrative Agent, as agent for the benefit of each Purchaser GroupSecured Parties, First Priority Interest an undivided ownership interest in the Pool Assets to Collateral, together with all Collections, free and clear of any Lien (other than Permitted Liens) whether existing at the extent required under this Agreementtime of any Advance or at any time thereafter; (v) any commingling the failure to maintain, as of funds the close of business on each Business Day prior to which the Administrator, any Purchaser Agent Termination Date an amount of Advances Outstanding that is less than or any Purchaser is entitled hereunder with any other fundsequal to the lesser of (x) the Facility Amount and (y) the Maximum Availability on such Business Day; (vi) the failure to file, or any delay in filing, financing statements, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws with respect to any Collateral, whether at the time of any Advance or at any subsequent time; (vii) any dispute, claim, offset or defense (other than the discharge in bankruptcy of the Obligor) of the Obligor to the payment of with respect to any Receivable inCollateral (including, or purporting to be inwithout limitation, the Receivables Pool (including a defense based on such Receivable or the related Contract Collateral not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the goods merchandise or services related to such Receivable Collateral or the furnishing or failure to furnish such goods merchandise or services or relating to collection activities with respect to such Receivable or any Contract related thereto (if such collection activities were performed by the Seller or any of its Affiliates or by any agent or independent contractor retained by the Seller or any of its Affiliates)services; (viiviii) any failure of the Seller or the Servicer (if the Originator or one of its Affiliates is the Servicer) to perform its duties or obligations in accordance with the provisions hereof, of this Agreement or any of the other Transaction Document Documents to which it is a party or any failure by the Originator, the Seller or any Affiliate thereof to perform its respective duties under the Contracts; (viii) any products liability, environmental or other claim by an Obligor or other third party arising out of the goods or services which are the subject of any Pool Receivable or the related ContractCollateral; (ix) the use failure of proceeds any Lock-Box Bank to remit any amounts held in a Lock-Box Account pursuant to the instructions of Purchases the Servicer or Reinvestmentsthe Administrative Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Lock-Box Agreement) whether by reason of the exercise of set-off rights or otherwise; (x) any inability to obtain any judgment in, or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of the Seller or the Originator to qualify to do business or file any notice or business activity report or any similar report; (xi) any action taken by the Seller or the Servicer in the enforcement or collection of any Collateral; (xii) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with the Related Property or services that are the subject of any Collateral; (xiii) any claim, suit or action of any kind arising out of or in connection with Environmental Laws (including, but not limited to, with respect to any REO Asset) including any vicarious liability; (xiv) the failure by Seller to pay when due any Taxes, energy surcharges or other governmental charges payable by Taxes for which the Seller is liable, including without limitation, sales, excise or personal property taxes payable in connection with any of the Pool Receivables or this AgreementCollateral; (xixv) any repayment by the Administrative Agent or a Secured Party of any amount previously distributed in reduction of Advances Outstanding, or payment of Interest or any other amount due hereunder or under any Hedging Agreement, in each case which amount the Administrative Agent or a Secured Party believes in good faith is required to be repaid; (xvi) the commingling of Collections on the Collateral at any time with other funds, unless permitted hereunder; (xvii) any investigation, litigation or proceeding related to this Agreement, any of the other Transaction Documents Agreement or the ownership use of proceeds of Advances or the Pool Receivables or any Pool Assetssecurity interest in the Collateral; (xiixviii) any failure by the Seller to give reasonably equivalent value to the Originator in consideration for the transfer by the Originator to the Seller of a Lock-Box Bank any item of Collateral or any attempt by any Person to comply with the terms void or otherwise avoid any such transfer under any statutory provision or common law or equitable action, including, without limitation, any provision of the applicable Lock-Box Bankruptcy Code; (xix) the use of the proceeds of any Advance in a manner other than as provided in this Agreement and the Sale Agreement; (xiiixx) any action taken by the failure of the Seller, the Originator or any of their respective agents or representatives to remit to the Servicer or the Administrative Agent, Collections on the Collateral remitted to the Seller, the Originator, the Servicer or any Originator (such agent or any of their respective Affiliates) in the enforcement or collection of any Pool Receivable; (xiv) in the case of a Retail Receivable, the failure or delay in providing any Obligor with an invoice or other evidence of indebtednessrepresentative; or (xvxxi) the failure of by the sale and pledge of any Pool Receivable under the Transaction Documents Seller to comply with any of the notice requirements covenants relating to any Hedging Agreement in accordance with the Transaction Documents. (b) Any amounts subject to the indemnification provisions of FACA this Section 11.1 shall be paid by the Seller to the Indemnified Party within five Business Days following such Person’s demand therefor. (c) If for any reason the indemnification provided above in this Section 11.1 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Seller or the Servicer, as the case may be, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Seller or the Servicer, as the case may be, on the other hand but also the relative fault of such Indemnified Party as well as any analogous State other relevant equitable considerations. (d) The obligations of the Seller under this Section 11.1 shall survive the resignation or local Lawsremoval of the Administrative Agent, the Servicer, the Backup Servicer or the Collateral Custodian and the termination of this Agreement.

Indemnities by the Seller. Without limiting any other rights that the Administrator, any the Purchasers, the Purchaser AgentAgents, the Liquidity Providers, any Purchaser, any Liquidity Provider, any other Program Support Provider, the Program Administrator Provider or any of their respective Affiliates, agents, employees, officers, and directors directors, agents, counsel, successors, transferees or permitted assigns (each, an “Indemnified Party”) may have hereunder or under applicable Applicable Law, the Seller hereby agrees to indemnify each Indemnified Party and hold each Indemnified Party harmless from and against any and all claims, damages, expenses, costs, losses and losses, liabilities, penalties and taxes (including Attorney Costs Costs) (all of the foregoing being collectively referred to as “Indemnified Amounts”) at any time imposed on or incurred by any Indemnified Party arising out of or resulting from this Agreementotherwise relating to any Transaction Document, the use transactions contemplated thereby or the acquisition of proceeds any portion of Purchases or Reinvestmentsthe Purchased Interest, or any interest therein, action taken or the purchase omitted by any of the Purchased Interest Indemnified Parties (including any action taken by the Administrator as attorney-in-fact for the Seller, the Transferor or in respect of any Pool Receivable, Related Security Originator hereunder or Contract, or in respect of under any other Transaction Document except Document) whether arising by reason of the acts to be performed by the Seller hereunder or otherwise, excluding only Indemnified Amounts to the extent: (a) to the extent resulting a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from fraud, gross negligence or willful misconduct on of the part Indemnified Party seeking indemnification, (b) due to the credit risk of the Obligor and for which reimbursement would constitute recourse to the Transferor, any Originator or the Servicer for uncollectible Receivables or (c) other than in the case of clause (xiii) below, such Indemnified Amounts include taxes imposed or based on, or measured by, the gross or net income or receipts of such Indemnified PartyParty by the jurisdiction under the laws of which such Indemnified Party is organized, operates or where its principal executive office is located (or any political subdivision thereof); (b) provided, however, that nothing contained in this sentence shall limit the liability of the Seller or the Servicer or limit the recourse of any Indemnified Party to the Seller or the Servicer for which indemnification would constitute recourse (except as any amounts otherwise specifically provided in this Agreement to be paid by the Seller or the Servicer hereunder) for uncollectible Receivables; and (c) in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. Without limiting the foregoingforegoing indemnification, but and subject to the exclusions set forth in the preceding sentence, the Seller shall pay within five (5) Business Days after written demand (which demand shall be accompanied by documentation of the Indemnified Amounts, in reasonable detail) to indemnify each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all for Indemnified Amounts (including losses in respect of uncollectible Receivables regardless for purposes of these specific matters whether reimbursement therefor would constitute recourse to the Seller or the Servicer, except as set forth in subclause (viii) below) relating to or resulting from any of the following: (i) the failure of any Receivable included in the calculation of the Net Receivables Pool Balance as an Eligible Receivables Receivable to be an Eligible Receivable as of the date of such calculationReceivable, the failure of any information contained in any Information Package or any Interim Report to be true and correct, or the failure of any other information required to be provided in writing to any Purchaser, Purchaser Agent or the Administrator with respect to the Receivables or this Agreement to be true and correct; (ii) the failure of any representation representation, warranty or warranty statement made or deemed made by the Seller (or any employee, officer or agent of its officers, employees or agentsthe Seller) under or in connection with this Agreement, any other Transaction Document Document, any Information Package, any Interim Report or any other information or report delivered by or on behalf of the Seller pursuant hereto to have been true and correct as of the date made or deemed made when made; (iii) the failure by the Seller to comply with any applicable law, rule or regulation with respect Applicable Law related to any Pool Receivable or the related Contract, or the failure of any Pool Receivable or the related Contract to conform to or the non-conformity of any Receivable or the related Contract with any such applicable law, rule or regulationApplicable Law; (iv) the failure of the Seller to vest and maintain vested in the Administrator, for Administrator (on behalf of the benefit of each Purchaser Group, First Priority Interest Secured Parties) a first priority perfected ownership interest or security interest in the Pool Assets to Purchased Interest and the extent required under this Agreementproperty conveyed hereunder, free and clear of any Lien; (v) any commingling of funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled hereunder with any other funds; (vi) the failure to have filed, in accordance with the requirements of this Agreement or any other Transaction Document, financing statements (including as-extracted collateral filings) or other similar instruments or documents under the UCC of each applicable jurisdiction or other Applicable Laws with respect to any Receivables in, or purporting to be in, the Receivables Pool and the other Pool Assets, whether at the time of any Purchase or at any subsequent time; (vii) any failure of a Lock-Box Bank to comply with the terms of the applicable Lock-Box Agreement; (viii) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool (including without limitation a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale or lease of the goods or the rendering of services related to such Receivable or the furnishing or failure to furnish any such goods or services or relating other similar claim or defense not arising from the financial inability of any Obligor to collection activities with respect to such Receivable or any Contract related thereto (if such collection activities were performed by the Seller or any of its Affiliates or by any agent or independent contractor retained by the Seller or any of its Affiliates)pay undisputed indebtedness; (viiix) any failure of the Seller to perform its duties or obligations in accordance with the provisions hereof, of this Agreement or any other Transaction Document or under the Contractsto which it is a party; (viiix) any action taken by the Administrator as attorney-in-fact for the Seller, the Transferor or any Originator pursuant to this Agreement or any other Transaction Document; (xi) any environmental liability claim or products liability, environmental liability claim or other claim by an Obligor claim, investigation, litigation or other third party proceeding, arising out of the goods or in connection with merchandise, insurance or services which that are the subject of any Pool Receivable or the related Contract; (ix) the use of proceeds of Purchases or Reinvestments; (xxii) the failure of by the Seller to pay when due any Taxestaxes, energy surcharges including, without limitation, sales, excise or other governmental charges payable by the Seller in connection with any of the Pool Receivables or this Agreement; (xi) any investigation, litigation or proceeding related to this Agreement, any of the other Transaction Documents or the ownership of the Pool Receivables or any Pool Assets; (xii) any failure of a Lock-Box Bank to comply with the terms of the applicable Lock-Box Agreementpersonal property taxes; (xiii) any action taken by taxes arising because a Purchase or the SellerPurchased Interest is not treated for U.S. federal, the Servicer or any Originator (or any of their respective Affiliates) in the enforcement or collection of any Pool Receivablestate and local income and franchise tax purposes as intended under Section 5.17(a); (xiv) in the case use of a Retail Receivable, proceeds of purchases or reinvestments or the failure or delay in providing issuance of any Obligor with an invoice or other evidence Letter of indebtednessCredit; or (xv) the failure any reduction in Capital as a result of the sale and pledge distribution of Collections pursuant to Section 1.4(d), if all or a portion of such distributions shall thereafter be rescinded or otherwise must be returned for any Pool Receivable under the Transaction Documents to comply with the notice requirements of FACA or any analogous State or local Lawsreason.

Indemnities by the Seller. (a) Without limiting any other rights that the Administrator, any Purchaser Administrative Agent, any Purchaser, any Liquidity Provider, any other Program Support Providerthe Purchaser Parties, the Program Administrator or any of Affected Persons and their respective Affiliates, agents, employeesassigns, officers, directors, agents and directors employees (each, an a “Seller Indemnified Party”) may have hereunder or under applicable Applicable Law, the Seller hereby agrees to indemnify each Seller Indemnified Party and hold each Indemnified Party harmless from and against any and all claims, damages, expenses, costs, losses and liabilities, liabilities (including reasonable Attorney Costs Costs) (all of the foregoing being collectively referred to as “Seller Indemnified Amounts”) arising out of or resulting from this Agreement, Agreement or any other Transaction Document or the use of proceeds of Purchases or Reinvestments, or any interest therein, the Investments or the purchase of the Purchased Interest or security interest in respect of any Pool Receivable, Related Security Receivable or Contract, or in respect of any other Transaction Document except Sold Assets or Seller Collateral; excluding, however, (a) Seller Indemnified Amounts to the extent resulting a court of competent jurisdiction holds that such Seller Indemnified Amounts resulted from fraudthe bad faith, gross negligence or willful misconduct on by the part of such Seller Indemnified Party; Party seeking indemnification, (b) for which indemnification would constitute recourse Taxes (except as otherwise specifically provided in this Agreement to be paid by the Seller hereunder) for uncollectible Receivables; and (c) in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim), (c) Seller Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor and (d) such Seller Indemnified Amounts result from a legal action in which the Servicer, the Seller or any of their Affiliates is the plaintiff and any Seller Indemnified Party is the defendant, unless such Seller Indemnified Party prevails in such legal action. Without limiting or being limited by the foregoing, but subject to the exclusions set forth in the preceding sentence, the Seller shall pay within five (5) Business Days after written on demand (which demand shall it being understood that if any portion of such payment obligation is made from Collections, such payment will be accompanied by documentation made at the time and in the order of the Indemnified Amountspriority set forth in Section 4.01), in reasonable detail) to each Seller Indemnified Party any and all amounts necessary to indemnify such Seller Indemnified Party from and against any and all Seller Indemnified Amounts relating to or resulting from any of the following:following (but excluding Seller Indemnified Amounts and Taxes described in clauses (a) through (d) above): (i) any Pool Receivable which the failure of any Seller or the Servicer includes as an Eligible Receivable included in the calculation as part of the Net Receivables Pool Balance as an Eligible Receivables to be but which is not an Eligible Receivable as of the date of at such calculation, the failure of any information contained in any Information Package to be true and correct, or the failure of any other information required to be provided to any Purchaser, Purchaser Agent or the Administrator with respect to the Receivables or this Agreement to be true and correcttime; (ii) the failure of any representation representation, warranty or warranty statement made or deemed made by the Seller (or any of its respective officers, employees or agents) under or in connection with this Agreement, any of the other Transaction Document to Documents, any Information Package or any other information or report delivered by or on behalf of the Seller pursuant hereto which shall have been true and correct as of the date untrue or incorrect in any material respect when made or deemed made; (iii) the failure by the Seller to materially comply with any applicable law, rule or regulation Applicable Law with respect to any Pool Receivable or the related Contract, ; or the failure of any Pool Receivable or the related Contract to conform to any such applicable law, rule or regulationApplicable Law; (iv) the failure to vest in the AdministratorAdministrative Agent a first priority perfected ownership or security interest in all or any portion of the Sold Assets or Seller Collateral, for the benefit in each case free and clear of each Purchaser Group, First Priority Interest in the Pool Assets any Adverse Claim (other than to the extent required under this Agreementresulting from the affirmative action of the Administrative Agent) other than Permitted Liens; (v) the failure to have filed, or any commingling delay in filing, financing statements, financing statement amendments, continuation statements or other similar instruments or documents under the UCC of funds any applicable jurisdiction or other Applicable Laws with respect to which the Administratorany Pool Receivable, any Purchaser Agent other Sold Assets or any Purchaser is entitled hereunder with Seller Collateral, whether at the time of any other fundsInvestment or at any subsequent time; (vi) any dispute, claim, offset claim or defense (other than discharge in bankruptcy of the Obligorbankruptcy) of the an Obligor to the payment of any Pool Receivable in(including, or purporting to be inwithout limitation, the Receivables Pool (including a defense based on such Pool Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the goods or services related to such Receivable or the furnishing or failure to furnish such goods or services or relating to collection activities with respect to such Receivable or any Contract related thereto (if such collection activities were performed by the Seller or any of its Affiliates or by any agent or independent contractor retained by the Seller or any of its Affiliates)Pool Receivable; (vii) any failure of the Seller to perform any of its duties or obligations in accordance with the provisions hereofhereof and of each other Transaction Document related to Pool Receivables or to timely and fully comply with the Credit and Collection Policy in regard to each Pool Receivable; (viii) the commingling of Collections of Pool Receivables at any time with other funds; (ix) any investigation, litigation or proceeding (actual or threatened) related to this Agreement or any other Transaction Document or under the Contracts; (viii) use of proceeds of any products liability, environmental Investments or other claim by an Obligor or other third party arising out of the goods or services which are the subject in respect of any Pool Receivable Receivable, any other Sold Assets or the any Seller Collateral or any related Contract; (ixx) any failure of the use of proceeds of Purchases Seller to comply with its covenants, obligations and agreements contained in this Agreement or Reinvestmentsany other Transaction Document; (xxi) any setoff with respect to any Pool Receivable; (xii) any claim brought by any Person other than a Seller Indemnified Party arising from any activity by the Seller or any Affiliate of the Seller in servicing, administering or collecting any Pool Receivable; (xiii) the failure of by the Seller to pay when due any Taxesmaterial taxes, energy surcharges including, without limitation, material sales, excise or other governmental charges payable by the Seller in connection with any of the Pool Receivables or this Agreementpersonal property taxes; (xi) any investigation, litigation or proceeding related to this Agreement, any of the other Transaction Documents or the ownership of the Pool Receivables or any Pool Assets; (xii) any failure of a Lock-Box Bank to comply with the terms of the applicable Lock-Box Agreement; (xiii) any action taken by the Seller, the Servicer or any Originator (or any of their respective Affiliates) in the enforcement or collection of any Pool Receivable; (xiv) in the case of a Retail Receivable, the failure or delay in providing any Obligor with an invoice or other evidence of indebtedness; or (xv) the failure of the sale and pledge of any Pool Receivable under the Transaction Documents to comply with the notice requirements of FACA or any analogous State or local Laws.

Indemnities by the Seller. Without limiting any other rights that the Administrator, any Purchaser Agent, any Purchaser, any Liquidity Provider, any other Program Support Providersuch Person may have hereunder or under applicable law, the Program Administrator or any of Seller hereby indemnifies and holds harmless, on an after-Tax basis, the Agent and each Purchaser and their respective Affiliates, agents, employees, officers, directors, agents and directors employees (each, each an “Indemnified Party”) may have hereunder or under applicable Law, the Seller hereby agrees to indemnify each Indemnified Party and hold each Indemnified Party harmless from and against any and all damages, losses, claims, damages, expenses, costs, losses and liabilities, penalties, Taxes, costs and expenses (including Attorney Costs attorneys’ fees and court costs) (all of the foregoing being collectively referred to as collectively, the “Indemnified AmountsLosses”) at any time imposed on or incurred by any Indemnified Party arising out of or resulting from this Agreementotherwise relating to any Transaction Document, the use transactions contemplated thereby or the acquisition of proceeds any portion of Purchases or Reinvestmentsthe Sold Interest, or any interest therein, action taken or the purchase omitted by any of the Purchased Interest or Indemnified Parties in respect of connection therewith (including any Pool Receivableaction taken by the Agent as attorney-in-fact for the Seller pursuant to Section 3.5(b)), Related Security or Contract, or in respect of any other Transaction Document except excluding only Indemnified Losses to the extent (a) to the extent resulting a final judgment of a court of competent jurisdiction holds such Indemnified Losses resulted solely from fraud, gross negligence or willful misconduct on of the part of such Indemnified Party; Party seeking indemnification, (b) solely due to the credit risk of the Obligor and for which indemnification reimbursement would constitute recourse to the Seller or the Collection Agent for uncollectible Receivables or (except as c) such Indemnified Losses include Taxes on, or measured by, the overall net income of the Agent or any Purchaser computed in accordance with the Intended Tax Characterization; provided, however, that nothing contained in this sentence shall limit the liability of the Seller or the Collection Agent or limit the recourse of the Agent and each Purchaser to the Seller or the Collection Agent for any amounts otherwise specifically provided in this Agreement to be paid by the Seller or the Collection Agent hereunder) for uncollectible Receivables; and (c) in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. Without limiting the foregoing, but subject to the exclusions set forth in the preceding sentenceforegoing indemnification, the Seller shall pay within five (5) Business Days after written demand (which demand shall be accompanied by documentation of the Indemnified Amounts, in reasonable detail) to indemnify each Indemnified Party any and all amounts necessary for Indemnified Losses (including losses in respect of uncollectible Receivables, regardless for these specific matters whether reimbursement therefor would constitute recourse to indemnify such Indemnified Party from and against any and all Indemnified Amounts the Seller or the Collection Agent, but otherwise subject to the limitations in clauses (a) - (c) of the preceding sentence) relating to or resulting from any of the followingfrom: (i) the failure of any Receivable included in the calculation of the Net Receivables Pool Balance as an Eligible Receivables to be an Eligible Receivable as of the date of such calculation, the failure of any information contained in any Information Package to be true and correct, or the failure of any other information required to be provided to any Purchaser, Purchaser Agent or the Administrator with respect to the Receivables or this Agreement to be true and correct; (ii) the failure of any representation or warranty made or deemed made by the Seller Seller, the Originator or the Collection Agent (or any employee or agent of its officersthe Seller, employees the Originator or agentsthe Collection Agent) under or in connection with this Agreement, any Periodic Report or any other Transaction Document to have information or report delivered by the Seller, the Originator or the Collection Agent pursuant hereto having been true and correct as of the date false or incorrect in any material respect when made or deemed made; (iiiii) the failure by the Seller Seller, the Originator, or the Collection Agent to comply with any applicable law, rule or regulation with respect related to any Pool Receivable or the related ContractReceivable, or the failure nonconformity of any Pool Receivable or the related Contract to conform to with any such applicable law, rule or regulation; (iviii) the failure of the Seller to vest and maintain vested in the AdministratorAgent, for the benefit of each Purchaser Groupthe Purchasers, First Priority Interest a perfected ownership or security interest in the Pool Assets Sold Interest and the property conveyed pursuant to the extent required under this AgreementSection 1.1(e) and Section 1.8, free and clear of any Adverse Claim; (viv) any commingling of funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled hereunder with any other funds; (v) any failure of a Lock-Box Bank to comply with the terms of the applicable Lock-Box Letter; (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool (including a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms)Receivable, or any other claim resulting from the sale or lease of the goods or the rendering of services related to such Receivable or the furnishing or failure to furnish any such goods or services or relating other similar claim or defense not arising from the financial inability of any Obligor to collection activities with respect to such Receivable or any Contract related thereto (if such collection activities were performed by the Seller or any of its Affiliates or by any agent or independent contractor retained by the Seller or any of its Affiliates)pay undisputed indebtedness; (vii) any failure of the Seller Seller, the Originator, or any Affiliate of either thereof, to perform its duties or obligations in accordance with the provisions hereof, of this Agreement or any other Transaction Document to which such Person is a party (as a Collection Agent or under the Contractsotherwise); (viii) any products liability, environmental or other claim action taken by an Obligor or other third party arising out of the goods or services which are Agent as attorney-in-fact for the subject of any Pool Receivable or the related ContractSeller pursuant to Section 3.5(b); (ix) the use of proceeds of Purchases any environmental liability claim, products liability claim or Reinvestments; (x) the failure of the Seller to pay when due any Taxes, energy surcharges personal injury or property damage suit or other governmental charges payable by the Seller similar or related claim or action of whatever sort arising out of or in connection with any Receivable or any other suit, claim or action of the Pool Receivables or this Agreement; (xi) any investigation, litigation or proceeding related whatever sort relating to this Agreement, any of the other Transaction Documents or the ownership of the Pool Receivables or any Pool Assets;Documents; or (xiix) any failure of a Lock-Box Collection Bank to comply with the terms of the applicable Lock-Box Collection Account Agreement; (xiii) any action taken by the Seller, the Servicer or any Originator (or any of their respective Affiliates) in the enforcement or collection of any Pool Receivable; (xiv) in the case of a Retail Receivable, the failure or delay in providing any Obligor with an invoice or other evidence of indebtedness; or (xv) the failure of the sale and pledge of any Pool Receivable under the Transaction Documents to comply with the notice requirements of FACA or any analogous State or local Laws.

Indemnities by the Seller. Without limiting any other rights that any such Person may have hereunder or under applicable law, the Seller hereby indemnifies and holds harmless, on an after-tax basis, the Administrator, any each Purchaser Agent, any Purchaser, any each Liquidity Provider, any other each Program Support Provider, the Program Administrator or any of Provider and each Purchaser and their respective Affiliates, agents, employees, officers, directors, agents and directors employees (each, each an “Indemnified Party”) may have hereunder or under applicable Law, the Seller hereby agrees to indemnify each Indemnified Party and hold each Indemnified Party harmless from and against any and all damages, losses, claims, damages, expenses, costs, losses and liabilities, penalties, Taxes, costs and expenses (including Attorney Costs Costs) (all of the foregoing being collectively referred to as collectively, the “Indemnified Amounts”) at any time imposed on or incurred by any Indemnified Party arising out of or resulting from this Agreementotherwise relating to any Transaction Document, the use transactions contemplated thereby or the acquisition of proceeds any portion of Purchases or Reinvestmentsthe Purchased Interest, or any interest therein, action taken or the purchase omitted by any of the Purchased Interest Indemnified Parties (including any action taken by the Administrator as attorney-in-fact for the Seller or in respect of any Pool Receivable, Related Security Originator hereunder or Contract, or in respect of under any other Transaction Document except Document), whether arising by reason of the acts to be performed by the Seller hereunder or otherwise, excluding only Indemnified Amounts to the extent (a) to the extent resulting a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from fraud, gross negligence or willful misconduct on of the part Indemnified Party seeking indemnification, (b) due to the credit risk of the Obligor and for which reimbursement would constitute recourse to any Originator, the Seller or the Servicer for uncollectible Receivables or (c) such Indemnified Amounts include Taxes imposed or based on, or measured by, the gross or net income or receipts of such Indemnified PartyParty by the jurisdiction under the laws of which such Indemnified Party is organized (or any political subdivision thereof); (b) provided, that nothing contained in this sentence shall limit the liability of the Seller or the Servicer or limit the recourse of any Indemnified Party to the Seller or the Servicer for which indemnification would constitute recourse (except as any amounts otherwise specifically provided in this Agreement to be paid by the Seller or the Servicer hereunder) for uncollectible Receivables; and (c) in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. Without limiting the foregoingforegoing indemnification, but subject to the exclusions limitations set forth in clauses (a), (b) and (c) of the preceding previous sentence, the Seller shall pay within five (5) Business Days after written demand (which demand shall be accompanied by documentation of the Indemnified Amounts, in reasonable detail) to indemnify each Indemnified Party any and all for amounts necessary (including losses in respect of uncollectible Receivables, regardless, for purposes of these specific matters, whether reimbursement therefor would constitute recourse to indemnify such Indemnified Party from and against any and all Indemnified Amounts the Seller or the Servicer) relating to or resulting from any of the followingfrom: (ia) the failure of any Receivable included in the calculation of the Net Receivables Pool Balance as an Eligible Receivables Receivable to be an Eligible Receivable as of the date of such calculationReceivable, the failure of any information contained in any Information Package Periodic Report to be true and correct, or the failure of any other information required to be provided to any Purchaser, Purchaser Agent or the Administrator with respect to the Receivables or this Agreement to be true and correct; (iib) the failure of any representation representation, warranty or warranty statement made or deemed made by the Seller (or any employee, officer or agent of its officers, employees or agentsthe Seller) under or in connection with this Agreement, any other Transaction Document Document, or any Periodic Report or any other information or report delivered by or on behalf of the Seller pursuant hereto to have been true and correct as of the date made or deemed mademade in all respects; (iiic) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Receivable or the related Contract, or the failure nonconformity of any Pool Receivable or the related Contract to conform to with any such applicable law, rule or regulation; (ivd) the failure of the Seller to vest and maintain vested in the Administrator, for the benefit of each Purchaser Groupthe Purchasers, First Priority Interest a first priority perfected ownership or security interest in the Pool Assets to Purchased Interest and the extent required under this Agreementproperty conveyed hereunder, free and clear of any Adverse Claim; (ve) any commingling of funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled hereunder with any other funds; (vif) [intentionally omitted]; (g) any failure of a Lock-Box Bank to comply in all material respects with the terms of the applicable Lock-Box Agreement; (h) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool (including a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale or lease of the goods or the rendering of services related to such Receivable or the furnishing or failure to furnish any such goods or services or relating to collection activities with respect to such Receivable or any Contract related thereto (if such collection activities were performed by the Seller or any of its Affiliates acting as the Servicer or by any agent or independent contractor retained by the Seller or any of its Affiliates)) with respect to such Receivable; (viii) any failure of the Seller (or any of its Affiliates acting as the Servicer) to perform its duties or obligations in accordance with the provisions hereofof this Agreement, any Contract or any other Transaction Document or under the Contractsto which it is a party; (viiij) any products liability, environmental or other claim by an Obligor or other third party arising out of the goods or services which are the subject of any Pool Receivable or the related Contract[intentionally omitted]; (ixk) any reduction in Capital as a result of the distribution of Collections pursuant to Section 1.4(d), if all or a portion of such distributions shall thereafter be rescinded or otherwise must be returned for any reason; (l) the use of proceeds of Purchases Purchase or Reinvestments;reinvestment or the issuance of any Letter of Credit on behalf of Seller (and, if applicable, on behalf of, or for the account of, any Originator); or (xm) the failure of the Seller to pay when due any Taxesenvironmental liability claim, energy surcharges products liability claim or personal injury or property damage suit or other governmental charges payable by the Seller similar or related claim or action of whatever sort, arising out of or in connection with any Receivable or any other suit, claim or action of the Pool Receivables or this Agreement; (xi) any investigation, litigation or proceeding related whatever sort relating to this Agreement, any of the other Transaction Documents or the ownership of the Pool Receivables or any Pool Assets; (xii) any failure of a Lock-Box Bank to comply with the terms of the applicable Lock-Box Agreement; (xiii) any action taken by the Seller, the Servicer or any Originator (or any of their respective Affiliates) in the enforcement or collection of any Pool Receivable; (xiv) in the case of a Retail Receivable, the failure or delay in providing any Obligor with an invoice or other evidence of indebtedness; or (xv) the failure of the sale and pledge of any Pool Receivable under the Transaction Documents to comply with the notice requirements of FACA or any analogous State or local LawsDocuments.

Indemnities by the Seller. Without limiting any other rights that the Administrator, any Purchaser Agent, any Purchaser, any Liquidity Provider, any other Program Support Provider, the Program Administrator or any of their respective Affiliates, agents, employees, officers, and directors (each, an “Indemnified Party”) such Person may have hereunder or under applicable Lawlaw, the Seller hereby agrees to indemnify indemnifies and holds harmless, on an after-Tax basis, the Agent, each Purchaser Agent and each Purchaser and their respective officers, directors, agents and employees (each an "Indemnified Party and hold each Indemnified Party harmless Party") from and against any and all damages, losses, claims, damages, expenses, costs, losses and liabilities, penalties, Taxes, costs and expenses (including Attorney Costs reasonable attorneys' fees and court costs) (all of the foregoing being collectively referred to as “collectively, the "Indemnified Amounts”Losses") at any time imposed on or incurred by any Indemnified Party arising out of or resulting from this Agreementotherwise relating to any Transaction Document, the use transactions contemplated thereby or the acquisition of proceeds any portion of Purchases the Sold Interest, any commingling of funds, any failure of a Lock-Box Bank to comply with the terms of a Lock-Box Letter, any Receivables or ReinvestmentsCollections, or any interest therein, action taken or the purchase omitted by any of the Purchased Interest Indemnified Parties (including any action taken by the Agent as attorney-in-fact for the Seller pursuant to Section 3.5(b)), whether arising by reason of the acts to be performed by the Seller hereunder or in respect of any Pool Receivableotherwise, Related Security or Contract, or in respect of any other Transaction Document except excluding only Indemnified Losses to the extent (a) such Indemnified Losses to the extent resulting such losses result from fraud, gross negligence or willful misconduct on of the part of such Indemnified Party; Party seeking indemnification, (b) solely due to the credit risk of the Obligor and for which indemnification reimbursement would constitute recourse to the Seller or the Collection Agent for uncollected or uncollectible Receivables or (except as c) such Indemnified Losses are, or include Taxes on, or measured by, the overall net income or gross receipts of the Agent, any Purchaser Agent or any Purchaser computed in accordance with the Intended Tax Characterization; provided, however, that nothing contained in this sentence shall limit the liability of the Seller or the Collection Agent or limit the recourse of the Agent, each Purchaser Agent and each Purchaser to the Seller or the Collection Agent for any amounts otherwise specifically provided in this Agreement to be paid by the Seller or the Collection Agent hereunder) for uncollectible Receivables; and (c) in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. Without limiting the foregoingforegoing indemnification, but subject to the exclusions limitation set forth in clauses (a), (b) and (c) of the preceding previous sentence, the Seller shall pay within five indemnify the Agent, each Purchaser Agent and each Purchaser for Indemnified Losses (5including losses in respect of uncollectible Receivables, regardless of whether reimbursement therefor would constitute recourse to the Seller or the Collection Agent) Business Days after written demand (which demand shall be accompanied by documentation of the Indemnified Amounts, in reasonable detail) to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the followingfrom: (i) the failure of any Receivable included in the calculation of the Net Receivables Pool Balance as an Eligible Receivables to be an Eligible Receivable as of the date of such calculation, the failure of any information contained in any Information Package to be true and correct, or the failure of any other information required to be provided to any Purchaser, Purchaser Agent or the Administrator with respect to the Receivables or this Agreement to be true and correct; (ii) the failure of reliance on any representation or warranty made or deemed made by the Seller or Collection Agent (or any officers of its officers, employees the Seller or agentsthe Collection Agent) under or in connection with this Agreement, any Periodic Report or any other Transaction Document to information or report delivered by the Seller or the Collection Agent pursuant hereto, which shall have been true and correct as of the date false or incorrect in any material respect when made or deemed made; (iiiii) the failure by the Seller or any Seller Entity to comply with any applicable law, rule or regulation with respect to any Pool Receivable or the related ContractReceivable, or the failure nonconformity of any Pool Receivable or the related Contract to conform to with any such applicable law, rule or regulation; (iviii) the failure of the Seller to vest and maintain vested in the AdministratorAgent, for the benefit of each the Purchaser GroupAgents and the Purchasers, First Priority Interest a perfected interest in the Pool Assets Sold Interest and the property conveyed pursuant to the extent required under this AgreementSection 1.1(a) and Section 1.8, free and clear of any Adverse Claim; (viv) any commingling of funds to which the AdministratorAgent, any Purchaser Agent or any Purchaser is entitled hereunder with any other funds; (v) failure of any Lock Box Bank (if appointed or designated by the Seller or if otherwise a Lock Box Bank on the date hereof) to comply with the terms of the applicable Lock Box Letter; (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool (including a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale or lease of the goods or the rendering of services related to such Receivable or the furnishing or failure to furnish any such goods or services or relating to collection activities with respect to such Receivable or any Contract related thereto (if such collection activities were performed by the Seller or any of its Affiliates or by any agent or independent contractor retained by the Seller or any of its Affiliates)services; (vii) any failure of the Seller or any Seller Entity to perform its duties or obligations in accordance with the provisions hereof, any of this Agreement and each of the other Transaction Document or under the Contracts;Documents to which it is a party; or (viii) any environmental liability claim, products liability, environmental liability claim or personal injury or property damage suit or other similar or related claim by an Obligor or other third party action of whatever sort, arising out of the goods or services which are the subject of any Pool Receivable or the related Contract; (ix) the use of proceeds of Purchases or Reinvestments; (x) the failure of the Seller to pay when due any Taxes, energy surcharges or other governmental charges payable by the Seller in connection with any Receivable or any other suit, claim or action of the Pool Receivables or this Agreement; (xi) any investigation, litigation or proceeding related whatever sort relating to this Agreement, any of the other Transaction Documents or the ownership of the Pool Receivables or any Pool Assets; (xii) any failure of a Lock-Box Bank to comply with the terms of the applicable Lock-Box Agreement; (xiii) any action taken by the Seller, the Servicer or any Originator (or any of their respective Affiliates) in the enforcement or collection of any Pool Receivable; (xiv) in the case of a Retail Receivable, the failure or delay in providing any Obligor with an invoice or other evidence of indebtedness; or (xv) the failure of the sale and pledge of any Pool Receivable under the Transaction Documents to comply with the notice requirements of FACA or any analogous State or local LawsDocuments.

Indemnities by the Seller. (a) Without limiting any other rights that the Administrator, any Purchaser Administrative Agent, any Purchaser, any Liquidity Provider, any other Program Support Providerthe Purchaser Parties, the Program Administrator or any of Affected Persons and their respective Affiliates, agents, employeesassigns, officers, directors, agents and directors employees (each, an a “Seller Indemnified Party”) may have hereunder or under applicable Law, the Seller hereby agrees to indemnify each Seller Indemnified Party and hold each Indemnified Party harmless from and against any and all claims, damages, expenses, costs, losses and liabilities, liabilities (including Attorney Costs Costs) (all of the foregoing being collectively referred to as “Seller Indemnified Amounts”) arising out of or resulting from this Agreement, Agreement or any other Transaction Document or the use of proceeds of Purchases or Reinvestments, or any interest therein, the Investments or the purchase of the Purchased Interest or security interest in respect of any Pool Receivable, Related Security Receivable or Contract, or in respect of any other Transaction Document except Sold Assets or Seller Collateral; excluding, however, (a) Seller Indemnified Amounts to the extent resulting a final non-appealable judgment of a court of competent jurisdiction holds that such Seller Indemnified Amounts resulted solely from fraud, the gross negligence or willful misconduct on by the part of such Seller Indemnified Party; Party seeking indemnification, (b) for which indemnification would constitute recourse Taxes that are covered by Section 5.03 (except as otherwise specifically provided in this Agreement to be paid by the Seller hereunder) for uncollectible Receivables; and (c) in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim) and (c) Seller Indemnified Amounts to the extent constituting all or any portion of the notional amount of any Erroneous Payment as described in Section 11.10. Without limiting or being limited by the foregoing, but subject to the exclusions set forth in the preceding sentence, the Seller shall pay within five (5) Business Days after written on demand (which demand shall it being understood that if any portion of such payment obligation is made from Collections, such payment will be accompanied by documentation made at the time and in the order of the Indemnified Amountspriority set forth in Section 4.01), in reasonable detail) to each Seller Indemnified Party any and all amounts necessary to indemnify such Seller Indemnified Party from and against any and all Seller Indemnified Amounts relating to or resulting from any of the following:following (but excluding Seller Indemnified Amounts and Taxes described in clauses (a) and (b) above): (i) any Pool Receivable which the failure of any Receivable included in Seller or the calculation of the Net Receivables Pool Balance Master Servicer includes as an Eligible Receivables to be an Eligible Receivable as part of the date of Net Pool Balance but which is not an Eligible Receivable at such calculation, the failure of any information contained in any Information Package to be true and correct, or the failure of any other information required to be provided to any Purchaser, Purchaser Agent or the Administrator with respect to the Receivables or this Agreement to be true and correcttime; (ii) the failure of any representation representation, warranty or warranty statement made or deemed made by the Seller (or any of its respective officers, employees or agents) under or in connection with this Agreement, any of the other Transaction Document to Documents, any Monthly Report, any Weekly Report or any other information or report delivered by or on behalf of the Seller pursuant hereto which shall have been true and correct as of the date untrue or incorrect when made or deemed made; (iii) the failure by the Seller to comply with any applicable law, rule or regulation Law with respect to any Pool Receivable or the related Contract, ; or the failure of any Pool Receivable or the related Contract to conform to any such applicable law, rule or regulationLaw; (iv) the failure to vest in the AdministratorAdministrative Agent a first priority perfected ownership or security interest in all or any portion of the Sold Assets or Seller Collateral, for the benefit in each case free and clear of each Purchaser Group, First Priority Interest in the Pool Assets to the extent required under this Agreementany Adverse Claim; (v) the failure to have filed, or any delay in filing, financing statements, financing statement amendments, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable Laws with respect to any Pool Receivable, any other Sold Assets or any Seller Collateral, whether at the time of any Investment or at any subsequent time; (vi) any dispute, claim or defense (other than discharge in bankruptcy) of an Obligor to the payment of any Pool Receivable (including, without limitation, a defense based on such Pool Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from or relating to collection activities with respect to such Pool Receivable; (vii) any failure of the Seller to perform any of its duties or obligations in accordance with the provisions hereof and of each other Transaction Document related to Pool Receivables or to timely and fully comply with the Credit and Collection Policy in regard to each Pool Receivable; (viii) any products liability, environmental or other claim arising out of or in connection with any Pool Receivable or other merchandise, goods or services which are the subject of or related to any Pool Receivable; (ix) the commingling of funds to which the Administrator, Collections of Pool Receivables at any Purchaser Agent or any Purchaser is entitled hereunder time with any other funds; (vix) any investigation, litigation or proceeding (actual or threatened) related to this Agreement or any other Transaction Document or the use of proceeds of any Investments or in respect of any Pool Receivable, any other Sold Assets or any Seller Collateral or any related Contract; (xi) any failure of the Seller to comply with its covenants, obligations and agreements contained in this Agreement or any other Transaction Document; (xii) any setoff with respect to any Pool Receivable; (xiii) any claim brought by any Person other than a Seller Indemnified Party arising from any activity by the Seller or any Affiliate of the Seller in servicing, administering or collecting any Pool Receivable; (xiv) the failure by the Seller to pay when due any taxes, including, without limitation, sales, excise or personal property taxes; (xv) any failure of a Collection Account Bank to comply with the terms of the applicable Control Agreement, the termination by a Collection Account Bank of any Control Agreement or any amounts (including in respect of any indemnity) payable by the Administrative Agent to a Collection Account Bank under any Control Agreement; (xvi) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable in(including, or purporting to be inwithout limitation, the Receivables Pool (including a defense based on such Pool Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the goods or the rendering of services related to such Pool Receivable or the furnishing or failure to furnish any such goods or services or relating other similar claim or defense not arising from the financial inability of any Obligor to collection activities with respect to such Receivable or any Contract related thereto (if such collection activities were performed by the Seller or any of its Affiliates or by any agent or independent contractor retained by the Seller or any of its Affiliates)pay undisputed indebtedness; (vii) any failure of the Seller to perform its duties or obligations in accordance with the provisions hereof, any other Transaction Document or under the Contracts; (viii) any products liability, environmental or other claim by an Obligor or other third party arising out of the goods or services which are the subject of any Pool Receivable or the related Contract; (ix) the use of proceeds of Purchases or Reinvestments; (x) the failure of the Seller to pay when due any Taxes, energy surcharges or other governmental charges payable by the Seller in connection with any of the Pool Receivables or this Agreement; (xi) any investigation, litigation or proceeding related to this Agreement, any of the other Transaction Documents or the ownership of the Pool Receivables or any Pool Assets; (xii) any failure of a Lock-Box Bank to comply with the terms of the applicable Lock-Box Agreement; (xiiixvii) any action taken by the Administrative Agent as attorney-in-fact for the Seller, any Originator or the Master Servicer pursuant to this Agreement or any Originator (or any of their respective Affiliates) in the enforcement or collection of any Pool Receivableother Transaction Document; (xivxviii) in the case of a Retail Receivable, the failure by an Originator to provide, or unreasonable delay by an Originator in providing providing, to any Obligor with an invoice or other evidence of indebtedness; (xix) the use of proceeds of any Investment; or (xvxx) the failure any reduction in Capital as a result of the sale distribution of Collections if all or a portion of such distributions shall thereafter be rescinded or otherwise must be returned for any reason. (b) Notwithstanding anything to the contrary in this Agreement, solely for purposes of the Seller’s indemnification obligations in clauses (ii), (iii), (vii) and pledge (xi) of this Article XIII, any representation, warranty or covenant qualified by the occurrence or non-occurrence of a Material Adverse Effect or similar concepts of materiality shall be deemed to be not so qualified. (c) If for any reason the foregoing indemnification is unavailable to any Seller Indemnified Party or insufficient to hold it harmless, then the Seller shall contribute to such Seller Indemnified Party the amount paid or payable by such Seller Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative economic interests of the Seller and its Affiliates on the one hand and such Seller Indemnified Party on the other hand in the matters contemplated by this Agreement as well as the relative fault of the Seller and its Affiliates and such Seller Indemnified Party with respect to such loss, claim, damage or liability and any other relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Seller under this Section shall be in addition to any liability which the Seller may otherwise have, shall extend upon the same terms and conditions to each Seller Indemnified Party, and shall be binding upon and inure to the benefit of any Pool Receivable successors, assigns, heirs and personal representatives of the Seller and the Seller Indemnified Parties. (d) Any indemnification or contribution under this Section shall survive the Transaction Documents to comply with the notice requirements termination of FACA or any analogous State or local Lawsthis Agreement.

Indemnities by the Seller. Without limiting any other rights that which the Administrator, Agent or any Purchaser Agent, any Purchaser, any Liquidity Provider, any other Program Support Provider, the Program Administrator or any of their respective Affiliates, agents, employees, officers, and directors (each, an “Indemnified Party”) may have hereunder or under applicable Lawlaw, the Seller hereby agrees to indemnify the Agent and each Purchaser and their respective officers, directors, agents and employees (each an "Indemnified Party and hold each Indemnified Party harmless Party") from and against any and all damages, losses, claims, damagestaxes, expensesliabilities, costs, losses expenses and liabilitiesfor all other amounts payable, including Attorney Costs reasonable attorneys' fees (which attorneys may be employees of the Agent or such Purchaser) and disbursements (all of the foregoing being collectively referred to as “"Indemnified Amounts”") awarded against or incurred by any of them arising out of or resulting from as a result of this Agreement, the use of proceeds of Purchases or Reinvestments, or any interest therein, Agreement or the purchase acquisition, either directly or indirectly, by a Purchaser of an interest in the Purchased Interest or in respect of any Pool ReceivableReceivables, Related Security or Contractexcluding, or in respect of any other Transaction Document except however: (ai) Indemnified Amounts to the extent resulting final judgment of a court of competent jurisdiction holds such Indemnified Amounts resulted from fraud, gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification; (ii) Indemnified Amounts to the extent the same includes losses in respect of Eligible Receivables which are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; or (iii) taxes imposed by the jurisdiction in which such Indemnified Party's principal executive office is located, on or measured by the overall net income of such Indemnified Party to the extent that the computation of such taxes is consistent with the Intended Characterization; (b) PROVIDED, HOWEVER, that nothing contained in this sentence shall limit the liability of the Seller or the Servicer or limit the recourse of the Purchasers to the Seller or Servicer for which indemnification would constitute recourse (except as amounts otherwise specifically provided in this Agreement to be paid by the Seller hereunder) for uncollectible Receivables; and (c) in respect or the Servicer under the terms of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimthis Agreement. Without limiting the foregoinggenerality of the foregoing indemnification, but subject to the exclusions set forth in the preceding sentenceclauses (i), (ii) and (iii) above, the Seller shall pay within five (5) Business Days after written demand (which demand shall be accompanied by documentation of indemnify the Indemnified Amounts, in reasonable detail) to each Indemnified Party any Agent and all amounts necessary to indemnify such Indemnified Party from and against any and all the Purchasers for Indemnified Amounts (including, without limitation, losses in respect of uncollectible receivables, regardless of whether reimbursement therefor would constitute recourse to the Seller or the Servicer) relating to or resulting from any of the followingfrom: (i) the failure of any Receivable included in the calculation of the Net Receivables Pool Balance as an Eligible Receivables to be an Eligible Receivable as of the date of such calculation, the failure of any information contained in any Information Package to be true and correct, or the failure of any other information required to be provided to any Purchaser, Purchaser Agent or the Administrator with respect to the Receivables or this Agreement to be true and correct; (ii) the failure of any representation or warranty made or deemed made by the Seller, the Transferor, any Originator or, if the Servicer is the Seller or an Affiliate of the Seller, the Servicer (or any officers of its officersthe Seller, employees the Transferor, any Originator or, if the Servicer is the Seller or agentsan Affiliate of the Seller, the Servicer) under or in connection with this Agreement, any other Transaction Document to Document, any Monthly Report or any other information or report delivered by the Seller, the Transferor, any Originator or, if the Servicer is the Seller or an Affiliate of the Seller, the Servicer pursuant hereto, which shall have been true and correct as of the date false or incorrect when made or deemed made; (iiiii) the failure by the Seller, the Transferor, any Originator or, if the Servicer is the Seller or an Affiliate of the Seller, the Servicer to comply with any applicable law, rule or regulation with respect to any Pool Receivable or the Contract related Contractthereto, or the failure nonconformity of any Pool Receivable or the related Contract to conform to included therein with any such applicable law, rule or regulation; (iii) any failure of the Seller, the Transferor, any Originator or, if the Servicer is the Seller or an Affiliate of the Seller, the Servicer to perform its duties or obligations in accordance with the provisions of this Agreement, any Contract relating to the Receivables, or any other Transaction Document; (iv) any products liability, personal injury or damage suit, or other similar claim arising out of or in connection with merchandise, insurance or services which are the failure to vest in the Administrator, for the benefit subject of each Purchaser Group, First Priority Interest in the Pool Assets to the extent required under this Agreementany Contract or any Receivable; (v) any commingling of funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled hereunder with any other funds; (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable in(including, or purporting to be inwithout limitation, the Receivables Pool (including a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the goods merchandise or services service related to such Receivable or the furnishing or failure to furnish such goods merchandise or services or relating to collection activities services; (vi) the commingling of Collections of Receivables at any time with respect to such Receivable or any Contract related thereto (if such collection activities were performed by the Seller or any of its Affiliates or by any agent or independent contractor retained by the Seller or any of its Affiliates)other funds; (vii) any failure of the Seller to perform its duties or obligations in accordance with the provisions hereof, any other Transaction Document or under the Contracts; (viii) any products liability, environmental or other claim by an Obligor or other third party arising out of the goods or services which are the subject of any Pool Receivable or the related Contract; (ix) the use of proceeds of Purchases or Reinvestments; (x) the failure of the Seller to pay when due any Taxes, energy surcharges or other governmental charges payable by the Seller in connection with any of the Pool Receivables or this Agreement; (xi) any investigation, litigation or proceeding related to or arising from this AgreementAgreement or any other Transaction Document, any the transactions contemplated hereby or thereby, the use of the other Transaction Documents or proceeds of a purchase, the ownership of the Pool Receivables Receivable Interests or any Pool Assetsother investigation, litigation or proceeding relating to the Seller, the Transferor or any Originator in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby or thereby; (viii) any inability to litigate any claim against any Obligor in respect of any Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding; (ix) any Servicer Default described in Section 7.1(d); (x) the failure to vest and maintain vested in the Agent and the Purchasers, or to transfer to the Agent and the Purchasers, legal and equitable title to, and ownership of, a first priority perfected undivided percentage ownership (to the extent of the Receivable Interests contemplated hereunder) in the Receivables, the Related Security and the Collections, free and clear of any Adverse Claim; (xi) any failure to vest and maintain vested in the Seller (except to the extent further transferred hereunder) legal and equitable title to, and ownership of, the Receivables, the Related Security and the Collections from the Transferor, free and clear of any Adverse Claim; or any failure of the Seller to give reasonably equivalent value to the Transferor under the Transfer Agreement in consideration of the transfer by the Transferor of any Receivable; or any attempt by any Person to void any such transfer under statutory provisions or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; (xii) any failure to vest and maintain vested in the Transferor (except to the extent further transferred to the Seller under the Transfer Agreement) legal and equitable title to, and ownership of, the Receivables, the Related Security and the Collections from each applicable Originator, free and clear of a Lock-Box Bank to comply with the terms any Adverse Claim; or any failure of the Transferor to give reasonably equivalent value to each applicable Lock-Box AgreementOriginator under the Originator Transfer Agreement in consideration of the transfer by such Originator of any Receivable; or any attempt by any Person to void any such transfer under statutory provisions or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; (xiii) any action taken by the Seller, the Servicer or any Originator (or any of their respective Affiliates) in the enforcement or collection of any Pool Receivable;Year 2000 Issue; or (xiv) in the case of a Retail Receivable, the failure or delay in providing any Obligor with an invoice or other evidence of indebtedness; or (xv) the failure of any Receivable included in the sale and pledge calculation of any Pool the Net Receivables Balance as an Eligible Receivable under the Transaction Documents to comply with the notice requirements of FACA or any analogous State or local Lawsbe an Eligible Receivable.

Indemnities by the Seller. Without limiting any other rights that the Administrator, any Purchaser Agent, any Purchaser, any Liquidity Provider, any other Program Support Providersuch Person may have hereunder or under applicable law, the Program Administrator or any of Seller hereby indemnifies and holds harmless, on an after-Tax basis, the Agent and each Purchaser and their respective Affiliates, agents, employees, officers, directors, agents and directors employees (each, each an “Indemnified Party”) may have hereunder or under applicable Law, the Seller hereby agrees to indemnify each Indemnified Party and hold each Indemnified Party harmless from and against any and all damages, losses, claims, damages, expenses, costs, losses and liabilities, penalties, Taxes, costs and expenses (including Attorney Costs attorneys’ fees and court costs) (all of the foregoing being collectively referred to as collectively, the “Indemnified AmountsLosses”) at any time imposed on or incurred by any Indemnified Party arising out of or resulting from this Agreementotherwise relating to any Transaction Document, the use transactions contemplated thereby or the acquisition of proceeds any portion of Purchases or Reinvestmentsthe Sold Interests, or any interest therein, action taken or the purchase omitted by any of the Purchased Interest Indemnified Parties (including any action taken by the Agent as attorney-in-fact for the Seller pursuant to Section 3.4(c)), whether arising by reason of the acts to be performed by the Seller hereunder or in respect of any Pool Receivableotherwise, Related Security or Contract, or in respect of any other Transaction Document except excluding only Indemnified Losses to the extent (a) to the extent resulting such Indemnified Losses result from fraud, gross negligence or willful misconduct on of the part of such Indemnified Party; Party seeking indemnification, (b) for which indemnification such Indemnified Losses result due to Receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor or (c) such Indemnified Losses include Taxes on, or measured by, the overall net income of the Agent or any Purchaser (determined on the assumption that the transactions contemplated hereby would constitute debt for tax purposes); provided, however, that nothing contained in this sentence shall limit the liability of the Seller or any Servicer or limit the recourse (except as of the Agent and each Purchaser to the Seller or any Servicer for any amounts otherwise specifically provided in this Agreement to be paid by the Seller or the Servicer hereunder) for uncollectible Receivables; and (c) in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. Without limiting the foregoingforegoing indemnification, but subject to the exclusions limitations set forth in clauses (a), (b) or (c) of the preceding previous sentence, the Seller shall pay within five (5) Business Days after written demand (which demand shall be accompanied by documentation of the Indemnified Amounts, in reasonable detail) to indemnify each Indemnified Party for Indemnified Losses (including losses in respect of uncollectible Receivables, regardless for these specific matters whether reimbursement therefor would constitute recourse to the Seller, the Master Servicer or any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts Subservicer) relating to or resulting from any of the followingfrom: (i) the failure of any Receivable included in the calculation of the Net Receivables Pool Balance as an Eligible Receivables to be an Eligible Receivable as of the date of such calculation, the failure of any information contained in any Information Package to be true and correct, or the failure of any other information required to be provided to any Purchaser, Purchaser Agent or the Administrator with respect to the Receivables or this Agreement to be true and correct; (ii) the failure of any representation or warranty made or deemed made by the Seller or any Servicer (or any employee or agent of its officers, employees the Seller or agentsany Servicer) under or in connection with this Agreement, any Monthly Report or any other Transaction Document to information or report delivered by the Seller or any Servicer pursuant hereto, which shall have been true and correct as of the date false or incorrect in any material respect when made or deemed made; (iiiii) the failure by the Seller or any Servicer to comply with any applicable law, rule or regulation with respect related to any Pool Receivable or the related ContractReceivable, or the failure nonconformity of any Pool Receivable or the related Contract to conform to with any such applicable law, rule or regulation; (iviii) the failure of the Seller to vest and maintain vested in the AdministratorAgent, for the benefit of each Purchaser Groupthe Agents and the Purchasers, First Priority Interest a first priority perfected ownership or security interest in the Pool Assets Sold Interests and the property conveyed pursuant to Section 1.1(d) and Section 1.7 and the extent required under this AgreementRelated Assets, free and clear of any Adverse Claim; (viv) any commingling of funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled hereunder with any other funds; (v) any failure of any Origination Home Closing Agent to comply with the terms of any Servicer’s instruction to send Origination Home sale closing proceeds to the Collection Account; (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool (including a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms)Receivable, or any other claim resulting from the sale or lease of the goods or the rendering of services related to such Receivable or the furnishing or failure to furnish any such goods or services or relating other similar claim or defense not arising from the financial inability of any Obligor to collection activities with respect to such Receivable or any Contract related thereto (if such collection activities were performed by the Seller or any of its Affiliates or by any agent or independent contractor retained by the Seller or any of its Affiliates)pay undisputed indebtedness; (vii) any failure of the Seller or any Servicer to perform its duties or obligations in accordance with the provisions hereofof this Agreement, any other Transaction Document or under any Relocation Services Agreement to which the ContractsSeller or any Servicer is a party (as Seller, Servicer or otherwise); (viii) any products liabilitytax or governmental fee or charge (other than franchise taxes and taxes on or measured by the net income of any Purchaser), environmental all interest and penalties thereon or other claim with respect thereto, and all out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by an Obligor or other third party arising out reason of the goods purchase or services which are ownership of the subject of any Pool Receivable or the related Contract;Receivables; or (ix) the use of proceeds of Purchases any environmental liability claim, products liability claim or Reinvestments; (x) the failure of the Seller to pay when due any Taxes, energy surcharges personal injury or property damage suit or other governmental charges payable by the Seller similar or related claim or action of whatever sort, arising out of or in connection with any Receivable or any other suit, claim or action of the Pool Receivables or this Agreement; (xi) any investigation, litigation or proceeding related whatever sort relating to this Agreement, any of the other Transaction Documents or the ownership of the Pool Receivables or any Pool Assets; (xii) any failure of a Lock-Box Bank including without limitation with respect to comply with the terms of the applicable Lock-Box Agreement; (xiii) any action taken by the Sellerinvestigation, the Servicer or any Originator (or any of their respective Affiliates) in the enforcement or collection of any Pool Receivable; (xiv) in the case of a Retail Receivable, the failure or delay in providing any Obligor with an invoice or other evidence of indebtedness; or (xv) the failure of the sale laboratory and pledge of any Pool Receivable under the Transaction Documents to comply with the notice requirements of FACA or any analogous State or local Lawsconsultants’ fees).

Indemnities by the Seller. Without limiting any other rights that any such Person may have hereunder or under applicable law, the Seller hereby indemnifies and holds harmless, on an after-Tax basis, the Administrator, any each Purchaser Agent, any Purchaser, any each Liquidity Provider, any other each Program Support Provider, the Program Administrator or any of Provider and each Purchaser and their respective Affiliates, agents, employees, officers, directors, agents and directors employees (each, each an “Indemnified Party”) may have hereunder or under applicable Law, the Seller hereby agrees to indemnify each Indemnified Party and hold each Indemnified Party harmless from and against any and all damages, losses, claims, damages, expenses, costs, losses and liabilities, penalties, Taxes, costs and expenses (including Attorney Costs reasonable attorneys’ fees and court costs) (all of the foregoing being collectively referred to as collectively, the “Indemnified Amounts”) at any time imposed on or incurred by any Indemnified Party arising out of or resulting from this Agreementotherwise relating to any Transaction Document, the use transactions contemplated thereby or the acquisition of proceeds any portion of Purchases or Reinvestmentsthe Purchased Interest, or any interest therein, action taken or the purchase omitted by any of the Purchased Interest Indemnified Parties (including any action taken by the Administrator as attorney-in-fact for the Seller or in respect of any Pool Receivable, Related Security Originator hereunder or Contract, or in respect of under any other Transaction Document except Document), whether arising by reason of the acts to be performed by the Seller hereunder or otherwise, excluding only Indemnified Amounts to the extent (a) to the extent resulting a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from fraud, gross negligence or willful misconduct on of the part Indemnified Party seeking indemnification, (b) due to the credit risk of the Obligor and for which reimbursement would constitute recourse to any Originator, the Seller or the Servicer for uncollectible Receivables or (c) such Indemnified Amounts include Taxes imposed or based on, or measured by, the gross or net income or receipts of such Indemnified PartyParty by the jurisdiction under the laws of which such Indemnified Party is organized (or any political subdivision thereof); (b) provided, however, that nothing contained in this sentence shall limit the liability of the Seller or the Servicer or limit the recourse of any Indemnified Party to the Seller or the Servicer for which indemnification would constitute recourse (except as any amounts otherwise specifically provided in this Agreement to be paid by the Seller or the Servicer hereunder) for uncollectible Receivables; and (c) in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. Without limiting the foregoingforegoing indemnification, but subject to the exclusions limitations set forth in clauses (a), (b) and (c) of the preceding previous sentence, the Seller shall pay within five (5) Business Days after written demand (which demand shall be accompanied by documentation of the Indemnified Amounts, in reasonable detail) to indemnify each Indemnified Party any and all amounts necessary for Amounts (including losses in respect of uncollectible Receivables, regardless, for purposes of these specific matters, whether reimbursement therefor would constitute recourse to indemnify such Indemnified Party from and against any and all Indemnified Amounts the Seller or the Servicer) relating to or resulting from any of the followingfrom: (i) the failure of any Receivable included in the calculation of the Net Receivables Pool Balance as an Eligible Receivables to be an Eligible Receivable as of the date of such calculation, the failure of any information contained in any Information Package to be true and correct, or the failure of any other information required to be provided to any Purchaser, Purchaser Agent or the Administrator with respect to the Receivables or this Agreement to be true and correct; (ii) the failure of any representation or warranty made or deemed made by the Seller (or any employee or agent of its officers, employees or agentsthe Seller) under or in connection with this Agreement, any Monthly Information Package, any Weekly Information Package or any other Transaction Document to information or report delivered by or on behalf of the Seller pursuant hereto, which shall have been true and correct as of the date false or incorrect in any respect when made or deemed made; (iiiii) the failure by the Seller (or, if applicable, any Person from whom the Seller or the applicable Originator may have acquired any such Receivable) to comply with any applicable law, rule or regulation with respect related to any Pool Receivable or the related ContractReceivable, or the failure nonconformity of any Pool Receivable or the related Contract to conform to with any such applicable law, rule or regulation; (iviii) the failure of the Seller to vest and maintain vested in the Administrator, for the benefit of each Purchaser Groupthe Purchasers, First Priority Interest a perfected ownership or security interest in the Pool Assets to Purchased Interest and the extent required under this Agreementproperty conveyed hereunder, free and clear of any Adverse Claim; (viv) any commingling of funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled hereunder with any other funds; (v) any failure of a Lock-Box Bank to comply with the terms of the applicable Lock-Box Agreement; (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool (including a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms)Receivable, or any other claim resulting from the sale or lease of the goods or the rendering of services related to such Receivable or the furnishing or failure to furnish any such goods or services or relating other similar claim or defense not arising from the financial inability of any Obligor to collection activities with respect to such Receivable or any Contract related thereto (if such collection activities were performed by the Seller or any of its Affiliates or by any agent or independent contractor retained by the Seller or any of its Affiliates)pay undisputed indebtedness; (vii) any failure of the Seller Seller, to perform its duties or obligations in accordance with the provisions hereof, of this Agreement or any other Transaction Document or under the Contractsto which it is a party; (viii) any products liability, environmental action taken by the Administrator as attorney-in-fact for the Seller or any Originator pursuant to this Agreement or any other claim by an Obligor or other third party arising out of the goods or services which are the subject of any Pool Receivable or the related Contract;Transaction Document; or (ix) the use of proceeds of Purchases any environmental liability claim, products liability claim or Reinvestments; (x) the failure of the Seller to pay when due any Taxes, energy surcharges personal injury or property damage suit or other governmental charges payable by the Seller similar or related claim or action of whatever sort, arising out of or in connection with any Receivable or any other suit, claim or action of the Pool Receivables or this Agreement; (xi) any investigation, litigation or proceeding related whatever sort relating to this Agreement, any of the other Transaction Documents or the ownership of the Pool Receivables or any Pool Assets; (xii) any failure of a Lock-Box Bank to comply with the terms of the applicable Lock-Box Agreement; (xiii) any action taken by the Seller, the Servicer or any Originator (or any of their respective Affiliates) in the enforcement or collection of any Pool Receivable; (xiv) in the case of a Retail Receivable, the failure or delay in providing any Obligor with an invoice or other evidence of indebtedness; or (xv) the failure of the sale and pledge of any Pool Receivable under the Transaction Documents to comply with the notice requirements of FACA or any analogous State or local LawsDocuments.

Indemnities by the Seller. Without limiting any other rights that any Person may have hereunder or under applicable law, the AdministratorSeller hereby indemnifies and holds harmless, any Purchaser on an after-Tax basis, the Agent, any Purchaser, any Liquidity Provider, any other Program Support Provider, the Program Administrator or any of each Purchaser Agent and each Purchaser and their respective Affiliates, agents, employees, officers, directors, agents and directors employees (each, each an “Indemnified Party”) may have hereunder or under applicable Law, the Seller hereby agrees to indemnify each Indemnified Party and hold each Indemnified Party harmless from and against any and all damages, losses, claims, damages, expenses, costs, losses and liabilities, penalties, Taxes, costs and expenses (including Attorney Costs attorneys’ fees and court costs) (all of the foregoing being collectively referred to as collectively, the “Indemnified AmountsLosses”) arising out of at any time imposed on or resulting from this Agreement, the use of proceeds of Purchases or Reinvestments, or incurred by any interest therein, or the purchase of the Purchased Interest or in respect of any Pool Receivable, Related Security or Contract, or in respect of any other Transaction Document except (a) to the extent resulting from fraud, gross negligence or willful misconduct on the part of such Indemnified Party; (b) for which indemnification would constitute recourse (except as otherwise specifically provided in this Agreement to be paid by the Seller hereunder) for uncollectible Receivables; and (c) in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. Without limiting the foregoing, but subject to the exclusions set forth in the preceding sentence, the Seller shall pay within five (5) Business Days after written demand (which demand shall be accompanied by documentation of the Indemnified Amounts, in reasonable detail) to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the followingfrom: (i) the failure of any Receivable included in the calculation of the Net Receivables Pool Balance as an Eligible Receivables to be an Eligible Receivable as of the date of such calculation, the failure of any information contained in any Information Package to be true and correct, or the failure of any other information required to be provided to any Purchaser, Purchaser Agent or the Administrator with respect to the Receivables or this Agreement to be true and correct; (ii) the failure of any representation or warranty made or deemed made by the Seller or the Originator (or any employee or agent of its officers, employees the Seller or agentsthe Originator) under or in connection with this Agreement, any Periodic Report or any other Transaction Document to information or report delivered by the Seller or the Originator pursuant hereto, which shall have been true and correct as of the date false or incorrect in any material respect when made or deemed made; (iiiii) the failure by the Seller or the Originator to comply with any applicable law, rule or regulation with respect related to any Pool Receivable or the related ContractReceivable, or the failure nonconformity of any Pool Receivable or the related Contract to conform to with any such applicable law, rule or regulation; (iviii) the failure of the Seller to vest and maintain vested in the AdministratorAgent, for the benefit of each the Purchaser GroupAgents and the Purchasers, First Priority Interest a perfected ownership or security interest in the Pool Assets Sold Interest and the property conveyed pursuant to the extent required under this AgreementSection 1.1(e) and Section 1.8, free and clear of any Adverse Claim; (viv) any commingling of funds to which the AdministratorAgent, any Purchaser Agent or any Purchaser is entitled hereunder with any other funds; (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool (including a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the goods or services related to such Receivable or the furnishing or failure to furnish such goods or services or relating to collection activities with respect to such Receivable or any Contract related thereto (if such collection activities were performed by the Seller or any of its Affiliates or by any agent or independent contractor retained by the Seller or any of its Affiliates); (vii) any failure of the Seller to perform its duties or obligations in accordance with the provisions hereof, any other Transaction Document or under the Contracts; (viii) any products liability, environmental or other claim by an Obligor or other third party arising out of the goods or services which are the subject of any Pool Receivable or the related Contract; (ix) the use of proceeds of Purchases or Reinvestments; (x) the failure of the Seller to pay when due any Taxes, energy surcharges or other governmental charges payable by the Seller in connection with any of the Pool Receivables or this Agreement; (xi) any investigation, litigation or proceeding related to this Agreement, any of the other Transaction Documents or the ownership of the Pool Receivables or any Pool Assets; (xiiv) any failure of a Lock-Box Bank to comply with the terms of the applicable Lock-Box AgreementLetter; (xiiivi) any dispute, claim, offset or defense of the Obligor to the payment of any Receivable other than one based on inability to pay or arising by virtue of the Obligor’s bankruptcy, or any other claim resulting from the sale or lease of goods or the rendering of services related to such Receivable or the furnishing or failure to furnish any such goods or services or other similar claim or defense not arising from the financial inability of any Obligor to pay undisputed indebtedness; (vii) any failure of the Seller or the Originator, or any Affiliate of any thereof, to perform its duties or obligations in accordance with the provisions of this Agreement or any other Transaction Document to which such Person is a party (as a Collection Agent or otherwise); (viii) any action taken by the Seller, Agent as attorney-in-fact for the Servicer or any Originator (or any of their respective Affiliates) in the enforcement or collection of any Pool ReceivableSeller pursuant to Section 3.5(b); (xivix) in the case of a Retail Receivableany environmental liability claim, the failure products liability claim or delay in providing any Obligor with an invoice personal injury or property damage suit or other evidence similar or related claim or action of indebtednesswhatever sort, arising out of or in connection with any Receivable or any other suit, claim or action of whatever sort relating to any of the Transaction Documents; or (xvx) any Tax imposed upon the failure Agent or any Purchaser in connection with the transactions contemplated by the Transaction Documents; excluding only Indemnified Losses to the extent (a) a final judgment of a court of competent jurisdiction holds such Indemnified Losses resulted solely from gross negligence or willful misconduct of the sale Indemnified Party seeking indemnification, (b) solely due to the credit risk of the Obligor and pledge for which reimbursement would constitute recourse to the Seller or the Collection Agent for uncollectible Receivables or (c) such Indemnified Losses include Taxes on, or measured by, the overall net income of any Pool Receivable under the Transaction Documents to comply with the notice requirements of FACA Agent or any analogous State or local LawsPurchaser.

Indemnities by the Seller. Without limiting any other rights that any such Person may have hereunder or under applicable law, the Seller hereby indemnifies and holds harmless the Administrator, any each Purchaser Agent, any Purchaser, any each Liquidity Provider, any other each Program Support Provider, each Purchaser, the Program Administrator or any of LC Bank and each LC Participant and their respective Affiliates, agents, employees, officers, directors, agents and directors employees (each, each an “Indemnified Party”) may have hereunder or under applicable Law, the Seller hereby agrees to indemnify each Indemnified Party and hold each Indemnified Party harmless from and against any and all damages, losses, claims, damages, expenses, costs, losses and liabilities, penalties, costs and expenses (including Attorney Costs Costs) (all of the foregoing being collectively referred to as collectively, the “Indemnified Relevant Amounts”) at any time imposed on or incurred by any Indemnified Party arising out of or resulting from this Agreementotherwise relating to any Transaction Document, the use transactions contemplated thereby or the acquisition of proceeds any portion of Purchases or Reinvestmentsthe Purchased Interest, or any interest therein, action taken or the purchase omitted by any of the Purchased Interest Indemnified Parties (including any action taken by the Administrator as attorney-in-fact for the Seller or in respect of any Pool Receivable, Related Security Originator hereunder or Contract, or in respect of under any other Transaction Document except Document), whether arising by reason of the acts to be performed by the Seller hereunder or otherwise, excluding Relevant Amounts to the extent (a) such Relevant Amounts are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the extent resulting from fraud, gross negligence or willful misconduct on the part of such Indemnified Party; , (b) such Relevant Amounts result from a claim brought by the Seller or another party to a Transaction Document against an Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Transaction Document, if the Seller or such 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 indemnification reimbursement would constitute recourse to any Originator, the Seller or the Servicer for uncollectible Receivables or (except as d) such Relevant Amounts are in respect of Taxes; provided, that nothing contained in this sentence shall limit the liability of the Seller or the Servicer or limit the recourse of any Indemnified Party to the Seller or the Servicer for any amounts otherwise specifically provided in this Agreement to be paid by the Seller or the Servicer hereunder) for uncollectible Receivables; and (c) in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. Without limiting the foregoingforegoing indemnification, but subject to the exclusions limitations set forth in clauses (a), (b), (c) and (d) of the preceding previous sentence, the Seller shall pay within five (5) Business Days after written demand (which demand shall be accompanied by documentation of the Indemnified Amounts, in reasonable detail) to indemnify each Indemnified Party any and all for amounts necessary (including losses in respect of uncollectible Receivables, regardless, for purposes of these specific matters, whether reimbursement therefor would constitute recourse to indemnify such Indemnified Party from and against any and all Indemnified Amounts the Seller or the Servicer) relating to or resulting from any of the followingfrom: (i) the failure of any Receivable included in the calculation of the Net Receivables Pool Balance as an Eligible Receivables to be an Eligible Receivable as of the date of such calculation, the failure of any information contained in any Information Package to be true and correct, or the failure of any other information required to be provided to any Purchaser, Purchaser Agent or the Administrator with respect to the Receivables or this Agreement to be true and correct; (iia) the failure of any representation or warranty made or deemed made by the Seller (or any employee, officer or agent of its officers, employees or agentsthe Seller) under or in connection with this Agreement, Agreement or any other Transaction Document to have been true and correct as of the date made or deemed made; (iiib) the failure by the Seller to comply with any applicable lawLaw, rule or regulation with respect to any Pool Receivable or the related Contract, or the failure nonconformity of any Pool Receivable or the related Contract to conform to with any such applicable law, rule or regulation; (ivc) (i) the failure of the Seller to vest and maintain vested in the Administrator, for the benefit of each the Purchaser GroupAgents and the Purchasers, First Priority Interest a first priority perfected ownership or security interest in the Pool Assets to Purchased Interest and the extent required under this Agreementproperty conveyed hereunder, free and clear of any Adverse Claim or (ii) the unenforceability of any such interest; (vd) any commingling of funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled hereunder with any other funds; (vie) any failure of a Lock-Box Bank to comply in all material respects with the terms of the applicable Lock-Box Agreement; (f) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool (including a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), ) or any other claim resulting from the sale or lease of the goods or the rendering of services related to such Receivable or the furnishing or failure to furnish any such goods or services or relating to collection activities with respect to such Receivable or any Contract related thereto (if such collection activities were performed by the Seller or any of its Affiliates acting as the Servicer or by any agent or independent contractor retained by the Seller or any of its Affiliates)) with respect to such Receivable; (viig) any failure of the Seller to perform its duties or obligations in accordance with the provisions hereofof this Agreement, any Contract or any other Transaction Document or under the Contractsto which it is a party; (viiih) the use of proceeds of any Purchase or reinvestment or the issuance of any Letter of Credit on behalf of Seller (and, if applicable, on behalf of, or for the account of, any Originator); (i) the transfer by the Seller or any Originator of any interest in any Pool Receivable to any Person other than (i) the transfer of any Pool Receivable and Related Security to the Administrator and the Purchasers pursuant to this Agreement or to the Administrator and the Seller pursuant to the Sale Agreement and (ii) the grant of a security interest to the Administrator pursuant to this Agreement and to the Seller pursuant to the Sale Agreement; (j) any Dilution; (k) any suit or claim related to the Pool Receivables or any Transaction Document (including, without limitation, any products liability, environmental liability claim or other claim by an Obligor personal injury or other third party property damage suit arising out of or in connection with the goods petrochemicals or other property, products or services which that are the subject of any Pool Receivable or to the related Contractextent not covered pursuant to other applicable provisions of this Agreement); (ixl) the use of proceeds of Purchases or Reinvestments; (x) the failure of the Seller to pay when due any Taxes, energy surcharges or other governmental charges payable by the Seller in connection with any of the Pool Receivables or this Agreement; (xi) any investigation, litigation or proceeding related to this Agreement, any of the other Transaction Documents or the ownership of the Pool Receivables or any Pool Assets; (xii) any failure of a Lock-Box Bank to comply with the terms of the applicable Lock-Box Agreement; (xiii) any action taken by the Seller, the Servicer or any Originator (or any of their respective Affiliates) in the enforcement or collection of any Pool Receivable; (xiv) in the case of a Retail Receivable, the failure or delay in providing to provide any Obligor with an invoice or other evidence of indebtedness; or (xvm) the failure issuance of, or participation in, any Letter of Credit, other than as a result of the sale and pledge wrongful dishonor by the LC Bank of a proper demand for payment made under any Letter of Credit, except if such dishonor resulted from any act or omission, whether rightful or wrongful, of any Pool Receivable under the Transaction Documents to comply with the notice requirements of FACA present or any analogous State future de jure or local Lawsde facto Governmental Authority.

Indemnities by the Seller. (a) Without limiting any other rights that the Administrator, any Purchaser Agent, any Purchaser, any Liquidity Provider, any other Program Support Provider, the Program Administrator or any of their respective Affiliates, agents, employees, officers, and directors (each, an “Indemnified Party”) such Person may have hereunder or under applicable Applicable Law, the Seller hereby agrees to indemnify the Administrative Agent, the Purchaser Agents, the Backup Servicer, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Indemnified Party and hold each Indemnified Party harmless Parties”), forthwith on demand, from and against any and all damages, losses, claims, damages, liabilities and related reasonable out of pocket costs and expenses, costs, losses including reasonable attorneys’ fees and liabilities, including Attorney Costs disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by such Indemnified Party and other non-monetary damages of any such Indemnified Party or any of them arising out of or resulting from as a result of this Agreement, the use of proceeds of Purchases or Reinvestments, or any interest therein, Agreement or the purchase ownership of an interest in the Purchased Interest Collateral or in respect of any Pool ReceivableAsset included in the Collateral, Related Security or Contractexcluding, or in respect of any other Transaction Document except however, (a) Indemnified Amounts to the extent resulting from fraud, gross negligence or willful misconduct on the part of such Indemnified Party; Party or (b) Indemnified Amounts that have the effect of recourse for which indemnification would constitute recourse non-payment of the Assets included in the Collateral due to credit problems of the Obligors (except as otherwise specifically provided in this Agreement to be paid by Agreement). If the Seller hereunder) for uncollectible Receivables; has made any indemnity payment pursuant to this Section 11.1 and (c) such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of Taxes other than any Taxes that represent lossessuch Indemnified Amounts then, claims, damages, etc. arising the recipient shall repay to the Seller an amount equal to the amount it has collected from any non-Tax claimothers in respect of such indemnified amounts. Without limiting the foregoing, but subject to the exclusions set forth in the preceding sentence, the Seller shall pay within five (5) Business Days after written demand (which demand shall be accompanied by documentation of the Indemnified Amounts, in reasonable detail) to indemnify each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all for Indemnified Amounts relating to or resulting from any of the followingfrom: (i) the failure of any Receivable included in the calculation of the Net Receivables Pool Balance as an Eligible Receivables to be an Eligible Receivable as of the date of such calculation, the failure of any information contained in any Information Package to be true and correct, or the failure of any other information required to be provided to any Purchaser, Purchaser Agent or the Administrator with respect to the Receivables or this Agreement to be true and correct; (ii) the failure of any representation or warranty made or deemed made by the Seller Seller, the Servicer (if the Originator or one of its Affiliates is the Servicer) or any of its officers, employees or agents) their respective officers under or in connection with this Agreement, Agreement or any other Transaction Document to Document, which shall have been true and correct as of the date false or incorrect in any material respect when made or deemed mademade or delivered; (ii) the failure by the Seller or the Servicer (if the Originator or one of its Affiliates is the Servicer) to comply with any term, provision or covenant contained in this Agreement or any agreement executed in connection with this Agreement, or with any Applicable Law, with respect to any Collateral or the nonconformity of any Collateral with any such Applicable Law; (iii) the failure by to vest and maintain vested in the Seller to comply Administrative Agent, as agent for the Secured Parties, an undivided ownership interest in the Collateral, together with any applicable lawall Collections, rule or regulation with respect to any Pool Receivable or the related Contract, or the failure free and clear of any Pool Receivable Lien (other than Permitted Liens) whether existing at the time of any Advance or the related Contract to conform to at any such applicable law, rule or regulationtime thereafter; (iv) the failure to vest in maintain, as of the Administrator, for the benefit close of business on each Purchaser Group, First Priority Interest in the Pool Assets Business Day prior to the extent required under this AgreementTermination Date, (x) an amount of Advances Outstanding that is less than or equal to the lesser of (I) the Facility Amount and (II) the Maximum Availability on such Business Day and (y) an amount of Adjusted Advances Outstanding that is less than or equal to the lesser of (I) the Adjusted Facility Amount and (II) the Adjusted Maximum Availability on such Business Day; (v) any commingling of funds the failure to which the Administratorfile, any Purchaser Agent or any Purchaser is entitled hereunder delay in filing, financing statements, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws with respect to any other fundsCollateral, whether at the time of any Advance or at any subsequent time; (vi) any dispute, claim, offset or defense (other than the discharge in bankruptcy of the Obligor) of the Obligor to the payment of with respect to any Receivable inCollateral (including, or purporting to be inwithout limitation, the Receivables Pool (including a defense based on such Receivable or the related Contract Collateral not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the goods merchandise or services related to such Receivable Collateral or the furnishing or failure to furnish such goods merchandise or services or relating to collection activities with respect to such Receivable or any Contract related thereto (if such collection activities were performed by the Seller or any of its Affiliates or by any agent or independent contractor retained by the Seller or any of its Affiliates)services; (vii) any failure of the Seller or the Servicer (if the Originator or one of its Affiliates is the Servicer) to perform its duties or obligations in accordance with the provisions hereof, of this Agreement or any of the other Transaction Document Documents to which it is a party or any failure by the Originator, the Seller or any Affiliate thereof to perform its respective duties under the Contractsany Collateral; (viii) the failure of any Lock-Box Bank to remit any amounts held in a Lock-Box Account pursuant to the instructions of the Servicer or the Administrative Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Lock-Box Agreement) whether by reason of the exercise of set-off rights or otherwise; (ix) any inability to obtain any judgment in, or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of the Seller or the Originator to qualify to do business or file any notice or business activity report or any similar report; (x) any action taken by the Seller or the Servicer in the enforcement or collection of any Collateral; (xi) any products liability, environmental liability claim or personal injury or property damage suit or other similar or related claim by an Obligor or other third party action of whatever sort arising out of or in connection with the goods Related Property or services which that are the subject of any Pool Receivable or the related ContractCollateral; (ixxii) the use any claim, suit or action of proceeds any kind arising out of Purchases or Reinvestmentsin connection with Environmental Laws including any vicarious liability; (xxiii) the failure of the by Seller to pay when due any Taxes, energy surcharges or other governmental charges payable by Taxes for which the Seller is liable, including without limitation, sales, excise or personal property taxes payable in connection with any of the Pool Receivables or this AgreementCollateral; (xixiv) any repayment by the Administrative Agent, the Purchaser Agents or a Secured Party of any amount previously distributed in reduction of Advances Outstanding, or payment of Interest or any other amount due hereunder or under any Hedging Agreement, in each case which amount the Administrative Agent, the Purchaser Agents or a Secured Party believes in good faith is required to be repaid; (xv) the commingling of Collections on the Collateral at any time with other funds, unless permitted hereunder; (xvi) any investigation, litigation or proceeding related to this Agreement, any of the other Transaction Documents Agreement or the ownership use of proceeds of Advances or the Pool Receivables or any Pool Assetssecurity interest in the Collateral; (xiixvii) any failure by the Seller to give reasonably equivalent value to the Originator in consideration for the transfer by the Originator to the Seller of a Lock-Box Bank any item of Collateral or any attempt by any Person to comply with the terms void or otherwise avoid any such transfer under any statutory provision or common law or equitable action, including, without limitation, any provision of the applicable Lock-Box Bankruptcy Code; (xviii) the use of the proceeds of any Advance in a manner other than as provided in this Agreement and the Sale Agreement; (xiiixix) any action taken by the failure of the Seller, the Originator or any of their respective agents or representatives to remit to the Servicer or the Administrative Agent or the Purchaser Agents, Collections on the Collateral remitted to the Seller, the Originator, the Servicer or any Originator (such agent or any of their respective Affiliates) in the enforcement or collection of any Pool Receivablerepresentative; (xivxx) in the case of a Retail Receivable, the failure or delay by the Seller to comply with any of the covenants relating to any Hedging Agreement in providing any Obligor accordance with an invoice or other evidence of indebtednessthe Transaction Documents; or (xvxxi) the failure of the sale and pledge of any Pool Receivable under the Transaction Documents Seller to comply with any of the notice requirements covenants relating to the Required Equity Contribution in accordance with the Transaction Documents. (b) Any amounts subject to the indemnification provisions of FACA this Section 11.1 shall be paid by the Seller to the Indemnified Party within five Business Days following such Person’s demand therefor. (c) If for any reason the indemnification provided above in this Section 11.1 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Seller or the Servicer, as the case may be, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Seller or the Servicer, as the case may be, on the other hand but also the relative fault of such Indemnified Party as well as any analogous State other relevant equitable considerations. (d) The obligations of the Seller under this Section 11.1 shall survive the resignation or local Lawsremoval of the Administrative Agent, the Purchaser Agents, the Servicer, the Backup Servicer or the Collateral Custodian and the termination of this Agreement.

Indemnities by the Seller. (a) Without limiting any other rights that the Administrator, any Purchaser Administrative Agent, any Purchaser, any Liquidity Provider, any other Program Support Providerthe Purchaser Parties, the Program Administrator or any of Affected Persons and their respective Affiliates, agents, employeesassigns, officers, directors, agents and directors employees (each, an a “Seller Indemnified Party”) may have hereunder or under applicable Applicable Law, the Seller hereby agrees to indemnify each Seller Indemnified Party and hold each Indemnified Party harmless from and against any and all claims, damages, expenses, costs, losses and liabilities, liabilities (including Attorney Costs Costs) (all of the foregoing being collectively referred to as “Seller Indemnified Amounts”) arising out of or resulting from this Agreement, Agreement or any other Transaction Document or the use of proceeds of Purchases the Investment or Reinvestments, or any interest therein, Issuance or the purchase of the Purchased Interest or security interest in respect of any Pool Receivable, Related Security Receivable or Contract, or in respect of any other Transaction Document except Sold Assets or Seller Collateral; excluding, however, (a) Seller Indemnified Amounts to the extent resulting a final non-appealable judgment of a court of competent jurisdiction holds that such Seller Indemnified Amounts resulted solely from fraud, the gross negligence or willful misconduct on by the part of such Seller Indemnified Party; Party seeking indemnification and (b) for which indemnification would constitute recourse Taxes that are covered by Section 5.03 (except as otherwise specifically provided in this Agreement to be paid by the Seller hereunder) for uncollectible Receivables; and (c) in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim). Without limiting or being limited by the foregoing, but subject to the exclusions set forth in the preceding sentence, the Seller shall pay within five (5) Business Days after written on demand (which demand shall it being understood that if any portion of such payment obligation is made from Collections, such payment will be accompanied by documentation made at the time and in the order of the Indemnified Amountspriority set forth in Section 4.01), in reasonable detail) to each Seller Indemnified Party any and all amounts necessary to indemnify such Seller Indemnified Party from and against any and all Seller Indemnified Amounts relating to or resulting from any of the following:following (but excluding Seller Indemnified Amounts and Taxes described in clauses (a) and (b) above): (i) any Pool Receivable which the failure of any Seller or the Servicer includes as an Eligible Receivable included in the calculation as part of the Net Receivables Pool Balance as an Eligible Receivables to be but which is not an Eligible Receivable as of the date of at such calculation, the failure of any information contained in any Information Package to be true and correct, or the failure of any other information required to be provided to any Purchaser, Purchaser Agent or the Administrator with respect to the Receivables or this Agreement to be true and correcttime; (ii) the failure of any representation representation, warranty or warranty statement made or deemed made by the Seller (or any of its respective officers, employees or agents) under or in connection with this Agreement, any of the other Transaction Document to Documents, any Information Package, any Weekly Report or any other information or report delivered by or on behalf of the Seller pursuant hereto which shall have been true and correct as of the date untrue or incorrect when made or deemed made; (iii) the failure by the Seller to comply with any applicable law, rule or regulation Applicable Law with respect to any Pool Receivable or the related Contract, ; or the failure of any Pool Receivable or the related Contract to conform to any such applicable law, rule or regulationApplicable Law; (iv) the failure to vest in the AdministratorAdministrative Agent a first priority perfected ownership or security interest in all or any portion of the Sold Assets or Seller Collateral, for the benefit in each case free and clear of each Purchaser Group, First Priority Interest in the Pool Assets to the extent required under this Agreementany Adverse Claim; (v) the failure to have filed, or any delay in filing, financing statements, financing statement amendments, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws with respect to any Pool Receivable, any other Sold Assets or any Seller Collateral, whether at the time of any Investment or Issuance or at any subsequent time; (vi) any dispute, claim or defense (other than discharge in bankruptcy) of an Obligor to the payment of any Pool Receivable (including, without limitation, a defense based on such Pool Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from or relating to collection activities with respect to such Pool Receivable; (vii) any failure of the Seller to perform any of its duties or obligations in accordance with the provisions hereof and of each other Transaction Document related to Pool Receivables or to timely and fully comply with the Credit and Collection Policy in regard to each Pool Receivable; (viii) any products liability, environmental or other claim arising out of or in connection with any Pool Receivable or other merchandise, goods or services which are the subject of or related to any Pool Receivable; (ix) the commingling of funds to which the Administrator, Collections of Pool Receivables at any Purchaser Agent or any Purchaser is entitled hereunder time with any other funds; (vix) any investigation, litigation or proceeding (actual or threatened) related to this Agreement or any other Transaction Document or the use of proceeds of any Investment or Issuance or in respect of any Pool Receivable, any other Sold Assets or any Seller Collateral or any related Contract; (xi) any failure of the Seller to comply with its covenants, obligations and agreements contained in this Agreement or any other Transaction Document; (xii) any setoff with respect to any Pool Receivable; (xiii) any claim brought by any Person other than a Seller Indemnified Party arising from any activity by the Seller or any Affiliate of the Seller in servicing, administering or collecting any Pool Receivable; (xiv) the failure by the Seller to pay when due any Taxes, including, without limitation, sales, excise or personal property taxes; (xv) any failure of a Collection Account Bank to comply with the terms of the applicable Account Control Agreement, the termination by a Collection Account Bank of any Account Control Agreement or any amounts (including in respect of any indemnity) payable by the Administrative Agent to a Collection Account Bank under any Account Control Agreement; (xvi) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable in(including, or purporting to be inwithout limitation, the Receivables Pool (including a defense based on such Pool Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the goods or the rendering of services related to such Pool Receivable or the furnishing or failure to furnish any such goods or services or relating other similar claim or defense not arising from the financial inability of any Obligor to collection activities with respect to such Receivable or any Contract related thereto (if such collection activities were performed by the Seller or any of its Affiliates or by any agent or independent contractor retained by the Seller or any of its Affiliates)pay undisputed indebtedness; (vii) any failure of the Seller to perform its duties or obligations in accordance with the provisions hereof, any other Transaction Document or under the Contracts; (viii) any products liability, environmental or other claim by an Obligor or other third party arising out of the goods or services which are the subject of any Pool Receivable or the related Contract; (ix) the use of proceeds of Purchases or Reinvestments; (x) the failure of the Seller to pay when due any Taxes, energy surcharges or other governmental charges payable by the Seller in connection with any of the Pool Receivables or this Agreement; (xi) any investigation, litigation or proceeding related to this Agreement, any of the other Transaction Documents or the ownership of the Pool Receivables or any Pool Assets; (xii) any failure of a Lock-Box Bank to comply with the terms of the applicable Lock-Box Agreement; (xiiixvii) any action taken by the Administrative Agent as attorney-in-fact for the Seller, any Originator or the Servicer pursuant to this Agreement or any Originator (or any of their respective Affiliates) in the enforcement or collection of any Pool Receivableother Transaction Document; (xivxviii) in the case of a Retail Receivable, the failure or of delay in providing to provide any Obligor with an invoice or other evidence of indebtedness; (xix) the use of proceeds of any Investment or Issuance; or (xvxx) the failure any reduction in Capital as a result of the sale distribution of Collections if all or a portion of such distributions shall thereafter be rescinded or otherwise must be returned for any reason. (b) Notwithstanding anything to the contrary in this Agreement, solely for purposes of the Seller’s indemnification obligations in clauses (ii), (iii), (vii) and pledge (xi) of this Article XIII, any representation, warranty or covenant qualified by the occurrence or non-occurrence of a material adverse effect or similar concepts of materiality shall be deemed to be not so qualified. (c) If for any reason the foregoing indemnification is unavailable to any Seller Indemnified Party or insufficient to hold it harmless, then the Seller shall contribute to such Seller Indemnified Party the amount paid or payable by such Seller Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative economic interests of the Seller and its Affiliates on the one hand and such Seller Indemnified Party on the other hand in the matters contemplated by this Agreement as well as the relative fault of the Seller and its Affiliates and such Seller Indemnified Party with respect to such loss, claim, damage or liability and any other relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Seller under this Section shall be in addition to any liability which the Seller may otherwise have, shall extend upon the same terms and conditions to each Seller Indemnified Party, and shall be binding upon and inure to the benefit of any Pool Receivable successors, assigns, heirs and personal representatives of the Seller and the Seller Indemnified Parties. (d) Any indemnification or contribution under this Section shall survive the Transaction Documents to comply with the notice requirements termination of FACA or any analogous State or local Lawsthis Agreement.

Indemnities by the Seller. Without limiting any other rights that the Administrator, any Agent or any Purchaser Agentmay have hereunder or under applicable law, any Purchaser, any Liquidity Provider, any other Program Support ProviderSeller hereby agrees to indemnify (and pay upon demand to) each of the Agents, the Program Administrator or any of Purchasers and their respective Affiliates, agents, employeesassigns, officers, directors, agents and directors employees (each, each an “Indemnified Party”) may have hereunder or under applicable Law, the Seller hereby agrees to indemnify each Indemnified Party and hold each Indemnified Party harmless from and against any and all damages, losses, claims, damagesTaxes, expensesliabilities, costs, losses expenses and liabilitiesfor all other amounts payable, including Attorney Costs reasonable attorneys’ fees (which attorneys may be employees of such Agent or such Purchaser) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or resulting from as a result of this Agreement, the use of proceeds of Purchases or Reinvestments, or any interest therein, Agreement or the purchase acquisition, either directly or indirectly, by a Purchaser of an interest in the Receivables excluding, however, in all of the Purchased Interest or in respect of any Pool Receivable, Related Security or Contract, or in respect of any other Transaction Document except foregoing instances: (a) Indemnified Amounts to the extent resulting a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from fraud, gross negligence or willful misconduct on the part of such the Indemnified Party; Party seeking indemnification; (b) Indemnified Amounts to the extent the same includes losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; or (c) Excluded Taxes; provided, however, that nothing contained in this sentence shall limit the liability of Seller or limit the recourse of the Purchasers to Seller for which indemnification would constitute recourse (except as amounts otherwise specifically provided in this Agreement to be paid by Seller under the Seller hereunder) for uncollectible Receivables; and (c) in respect terms of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimthis Agreement. Without limiting the foregoinggenerality of the foregoing indemnification, but subject to the exclusions set forth in the preceding sentence, the Seller shall pay within five (5) Business Days after written demand (which demand shall be accompanied by documentation of indemnify the Indemnified Amounts, in reasonable detail) to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Parties for Indemnified Amounts (including, without limitation, losses in respect of uncollectible receivables, regardless of whether reimbursement therefor would constitute recourse to Seller) relating to or resulting from any of the followingfrom: (i) the failure of any Receivable included in the calculation of the Net Receivables Pool Balance as an Eligible Receivables to be an Eligible Receivable as of the date of such calculation, the failure of any information contained in any Information Package to be true and correct, or the failure of any other information required to be provided to any Purchaser, Purchaser Agent or the Administrator with respect to the Receivables or this Agreement to be true and correct; (ii) the failure of any representation or warranty made by any Seller Party or deemed made by the Seller any Originator (or any officers of its officers, employees or agentsany such Person) under or in connection with this Agreement, any other Transaction Document or any other information or report required to be delivered by any such Person pursuant hereto or thereto, which shall have been true and correct as of the date false or incorrect when made or deemed made; (iiiii) the failure by the any Seller Party or any Originator to comply with any applicable law, rule or regulation with respect to any Pool Receivable or the Contract related Contractthereto, or the failure nonconformity of any Pool Receivable or the related Contract to conform to included therein with any such applicable law, rule or regulationregulation or any failure of any Originator to keep or perform any of its obligations, express or implied, with respect to any Contract; (iii) any failure of any Seller Party or any Originator to perform its duties, covenants or other obligations in accordance with the provisions of this Agreement or any other Transaction Document; (iv) any products liability, environmental liability, personal injury or damage suit, or other similar claim arising out of or in connection with merchandise, insurance or services that are the failure to vest in the Administrator, for the benefit subject of each Purchaser Group, First Priority Interest in the Pool Assets to the extent required under this Agreementany Contract or any Receivable; (v) any commingling of funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled hereunder with any other funds; (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable in(including, or purporting to be inwithout limitation, the Receivables Pool (including a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the goods merchandise or services service related to such Receivable or the furnishing or failure to furnish such goods merchandise or services services; (vi) any Other Taxes (and all interest and penalties thereon or with respect thereto, and all out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same), which may arise by reason of the Administrative Agent’s security interest in the Receivables, Collections, Lock-Boxes, Collection Accounts, Related Security, all other rights and payments relating to collection activities with respect to such Receivable or any Contract related thereto (if such collection activities were performed by the Seller or any Receivables, and all proceeds of its Affiliates or by any agent or independent contractor retained by the Seller or any of its Affiliates)foregoing; (vii) the commingling of Collections of Receivables at any failure of the Seller to perform its duties or obligations in accordance time with the provisions hereof, any other Transaction Document or under the Contractsfunds; (viii) any products liability, environmental or other claim by an Obligor or other third party arising out of the goods or services which are the subject of any Pool Receivable or the related Contract; (ix) the use of proceeds of Purchases or Reinvestments; (x) the failure of the Seller to pay when due any Taxes, energy surcharges or other governmental charges payable by the Seller in connection with any of the Pool Receivables or this Agreement; (xi) any investigation, litigation or proceeding related to or arising from this AgreementAgreement or any other Transaction Document, any the transactions contemplated hereby, the use of the other Transaction Documents proceeds of an Incremental Purchase or a Reinvestment, the ownership of the Pool Receivables Interests or any Pool Assetsother investigation, litigation or proceeding relating to any Seller Party or any Originator in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby; (ix) any inability to litigate any claim against any Obligor in respect of any Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding; (x) any Amortization Event described in Section 9.1(f); (xi) any failure of Seller to acquire and maintain legal and equitable title to, and ownership of any Receivable and the Related Security and Collections with respect thereto from any Originator, free and clear of any Adverse Claim (other than as created hereunder); or any failure of Seller to give reasonably equivalent value to the applicable Originator under the applicable Receivables Sale Agreement in consideration of the transfer by such Originator of any Receivable, or any attempt by any Person to void such transfer under statutory provisions or common law or equitable action; (xii) any failure of a Lock-Box Bank to comply with vest and maintain vested in the terms Administrative Agent for the benefit of the applicable Lock-Box AgreementPurchasers, or to transfer to the Administrative Agent for the benefit of the Purchasers, legal and equitable title to, and ownership of, a first priority perfected undivided Percentage ownership interest (to the extent of the Receivables Interests contemplated hereunder) or security interest in the Receivables, the Related Security and the Collections, free and clear of any Adverse Claim (except as created by the Transaction Documents); (xiii) the failure to have filed, or any action taken by delay in filing, financing statements or other similar instruments or documents under the SellerUCC of any applicable jurisdiction or other applicable laws with respect to any Receivable, the Servicer or any Originator (or any of their respective Affiliates) in Related Security and Collections with respect thereto, and the enforcement or collection proceeds of any Pool Receivablethereof, whether at the time of any Incremental Purchase or Reinvestment or at any subsequent time; (xiv) in any action or omission by any Seller Party which reduces or impairs the case rights of a Retail the Agents or the Purchasers with respect to any Receivable or the value of any such Receivable, the failure or delay in providing any Obligor with an invoice or other evidence of indebtedness; or; (xv) any attempt by any Person to void any Incremental Purchase or Reinvestment hereunder under statutory provisions or common law or equitable action; (xvi) any breach of any confidentiality provision in any Contract resulting from execution and delivery of this Agreement or any other Transaction Document, any of the transactions consummated pursuant to this Agreement or any other Transaction Document, delivery of any information or report pursuant hereto or thereto, or any performance of obligations hereunder or thereunder; and (xvii) the failure of any Receivable included in the sale and pledge calculation of any the Net Pool Balance as an Eligible Receivable under to be an Eligible Receivable at the Transaction Documents to comply with the notice requirements of FACA or any analogous State or local Lawstime so included.

Indemnities by the Seller. Without limiting any other rights that the Administrator, any Purchaser Agent, any Purchaser, any Liquidity Provider, any other Program Support Provider, the Program Administrator or any of their respective Affiliates, agents, employees, officers, and directors (each, an “Indemnified Party”) Party may have hereunder or under applicable Lawlaw, and whether or not any of the transactions contemplated hereby are consummated, the Seller hereby agrees to indemnify each Indemnified Party from and against, and hold each Indemnified Party thereof harmless from and against from, any and all claims, damageslosses, expenses, costs, losses and liabilities, including Attorney Costs costs and expenses of any kind whatsoever (including, without limitation, reasonable legal fees and expenses on a full indemnity basis) (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of of, or resulting from this Agreementfrom, in whole or in part, the activities of the Seller in connection herewith or with any other Transaction Document or the use of proceeds of Purchases or ReinvestmentsTransfers of Receivable Assets hereunder; excluding, or any interest thereinhowever, or the purchase of the Purchased Interest or in respect of any Pool Receivable, Related Security or Contract, or in respect of any other Transaction Document except (a) Indemnified Amounts to the extent resulting solely and directly from fraud, either (x) the gross negligence or willful misconduct on the part of such Indemnified Party; , or (by) for which indemnification would constitute recourse (except as otherwise specifically provided in this Agreement the failure to be paid by the Seller hereunder) for uncollectible Receivables; and (c) collect amounts in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising a Seller Receivable to the extent such failure results from any non-Tax claima discharge of the Obligor with respect thereto in a proceeding in respect of such Obligor under applicable bankruptcy laws or otherwise results from the Obligor’s financial inability to pay such amounts. Without limiting or being limited by the foregoing, but subject to foregoing and whether or not any of the exclusions set forth in the preceding sentencetransactions contemplated hereby are consummated, the Seller shall pay within five (5) Business Days after written on demand (which demand shall be accompanied by documentation of the Indemnified Amounts, in reasonable detail) to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating which relate to or resulting from any result from, or which would not have occurred but for, one or more of the following: (i) the failure of any Receivable included in the calculation of the Net Receivables Pool Balance as an Eligible Receivables to be an Eligible becoming a Seller Receivable as of which is not at the date of such calculation, the failure of any information contained in any Information Package to be true and correct, or the failure of any other information required to be provided to any Purchaser, Purchaser Agent or the Administrator with respect to the Receivables or this Agreement to be true and correctits Transfer hereunder an Eligible Receivable; (ii) the failure of any representation or warranty or statement made or deemed made by the Seller (or any of its officers, employees or agents) under or in connection with this Agreement, Agreement or any other Transaction Document or any Receivables Activity Report, Seller Report, Receivables Report or other document delivered or to have been true and correct as of be delivered by the date Seller in connection herewith or with any other Transaction Document being incorrect in any material respect when made or deemed mademade or delivered; (iii) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Receivable or the related Contract, or the failure of any Pool Seller Receivable or the related Contract or any Related Security with respect thereto, including Privacy Laws; or the failure, as a result of any action or omission of the Seller, of any Seller Receivable or the related Contract or any Related Security with respect thereto to conform to any such applicable law, rule or regulation; (iv) the failure by any action or inaction of the Seller to vest in the AdministratorBuyer a first priority perfected 100% ownership interest in each Seller Receivable and the Related Security and Collections in respect thereof, for the benefit free and clear of each Purchaser Group, First Priority Interest in the Pool Assets to the extent required under this Agreementany Adverse Claim; (v) any commingling the failure of funds the Seller to which the Administratorhave filed, any Purchaser Agent or any Purchaser is entitled delay by the Seller in filing, financing statements or other similar instruments or documents under the PPSA or comparable legislation of any applicable jurisdiction or other applicable laws with respect to any Seller Receivable and the Related Security and Collections in respect thereof, whether at the time of the initial Transfer hereunder with or at any other fundssubsequent time; (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of any Obligor with or against the Obligor Seller to the payment of any Seller Receivable in(including, or purporting to be inwithout limitation, the Receivables Pool (including a any defense based on the fact or allegation that such Receivable or the related Contract is not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale by the Seller of the goods or services related to such Receivable or the Seller’s furnishing or failure to furnish such goods or services or relating to collection activities with respect to such Receivable or any Contract related thereto (if such collection activities were performed by the Seller or any of its Affiliates or by any agent or independent contractor retained by the Seller or any of its Affiliates)services; (vii) any failure of the Seller PolyOne, as Buyer’s Servicer, Servicer, or otherwise, to perform its duties, obligations or covenants under and in accordance with this Agreement or any other Transaction Document or to perform its duties or obligations under any Contract; (viii) any product liability, personal injury, copyright infringement, theft of services, property damage, or other breach of contract, antitrust, unfair trade practices or tortious claim arising out of or in accordance connection with any action or omission of the provisions hereofSeller and the subject matter of any Contract or out of or in connection with any transaction contemplated by this Agreement, any other Transaction Document or under the Contracts; (viii) any products liability, environmental other instrument or other claim by an Obligor document furnished pursuant hereto or other third party arising out of the goods or services which are the subject of any Pool Receivable or the related such Contract; (ix) the use commingling by the Seller of proceeds Collections of Purchases or ReinvestmentsSeller Receivables at any time with other funds; (x) any action or omission by the failure Seller, whether as Servicer or otherwise, reducing or impairing the rights of the Buyer hereunder or of any Owner under the Canadian Receivables Purchase Agreement, any other Transaction Document or any other instrument or document furnished pursuant hereto or thereto or with respect to any Seller to pay when due any Taxes, energy surcharges or other governmental charges payable by the Seller in connection with any of the Pool Receivables or this AgreementReceivable; (xi) any cancellation or modification of a Seller Receivable, the related Contract or any Related Security, whether by written agreement, verbal agreement, acquiescence or otherwise; (xii) (A) any investigation, litigation or proceeding related to or arising from this Agreement, any of the other Transaction Documents Document or any other instrument or document furnished pursuant thereto, or any transaction contemplated by this Agreement or any Contract, or the ownership of, or other interest in, any Seller Receivable, the related Contract or Related Security, excluding, however, Indemnified Amounts to the extent resulting from a claim of any Indemnified Party that does not arise out of or result from any action or omission of the Pool Receivables Seller or (B) the use by the Seller of proceeds of any Pool AssetsTransfer of any Receivable Asset hereunder; (xiixiii) the existence of any Adverse Claim against or with respect to any Seller Receivable, the related Contract, Related Security or Collections and resulting from any act or omission of the Seller; (xiv) any failure by the Seller to pay when due any taxes, including without limitation sales, excise, GST, PST or other personal property taxes, payable by the Seller in connection with any Seller Receivable or the related Contract or any Related Security with respect thereto; (xv) any claim brought by any Person other than an Indemnified Party arising from any action or omission of by the Seller or any Affiliate of the Seller (other than the Buyer) in servicing, administering or collecting any Seller Receivable; (xvi) any failure by any Lock-Box Bank holding a Lock-Box Bank Account in the name of the Seller to comply with the terms of the applicable Lock-Box AgreementAgreement to which such Lock-Box Bank is a party; (xiiixvii) any action taken present or future Taxes, all interest and penalties thereon or with respect thereto, and all out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Seller Receivables or any Related Security with respect thereto, the financing of such purchase or ownership by the Seller, the Servicer Buyer or any Originator (other Indemnified Party or the servicing of the Seller Receivables, including without limitation, any withholding taxes that are imposed by Canada or any of their respective Affiliates) in the enforcement political subdivision thereof on any Indemnified Party or collection of that are withheld from any Pool Receivable; (xiv) in the case of a Retail Receivable, the failure or delay in providing any Obligor with an invoice Collections or other evidence payments made hereunder, and any Taxes that are imposed on any Indemnified Party as a result of indebtednesssuch Indemnified Party acquiring a permanent establishment in Canada as a result of the transactions contemplated hereby or by the Canadian Receivables Purchase Agreement; or (xvxviii) to the failure extent not covered by the foregoing clauses, the occurrence and continuance of any Event of Termination resulting from an act or omission of the sale and pledge Seller other than an Event of any Pool Receivable Termination arising under Section 7.01(f) of the Transaction Documents to comply with the notice requirements of FACA or any analogous State or local LawsCanadian Receivables Purchase Agreement.

Indemnities by the Seller. (a) Without limiting any other rights that the Administrator, any Purchaser Agent, any Purchaser, any Liquidity Provider, any other Program Support Provider, the Program Administrator or any of their respective Affiliates, agents, employees, officers, and directors (each, an “Indemnified Party”) such Person may have hereunder or under applicable Applicable Law, the Seller hereby agrees to indemnify the Administrative Agent, the Purchaser Agents, the Backup Servicer, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Indemnified Party and hold each Indemnified Party harmless Parties”), forthwith on demand, from and against any and all damages, losses, claims, damages, liabilities and related costs and expenses, costs, losses including attorneys’ fees and liabilities, including Attorney Costs disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by such Indemnified Party and other non-monetary damages of any such Indemnified Party or any of them arising out of or resulting from as a result of this Agreement, Agreement or having an interest in the use of proceeds of Purchases or Reinvestments, or any interest therein, or the purchase of the Purchased Interest Collateral or in respect of any Pool ReceivableAsset included in the Collateral, Related Security or Contractexcluding, or in respect of any other Transaction Document except however, (a) Indemnified Amounts to the extent resulting from fraud, gross negligence or willful misconduct on the part of such Indemnified Party; Party or (b) Indemnified Amounts that have the effect of recourse for which indemnification would constitute recourse non-payment of the Assets included in the Collateral due to credit problems of the Obligors (except as otherwise specifically provided in this Agreement to be paid by Agreement). If the Seller hereunder) for uncollectible Receivables; has made any indemnity payment pursuant to this Section 11.1 and (c) such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of Taxes other than any Taxes that represent lossessuch Indemnified Amounts then, claims, damages, etc. arising the recipient shall repay to the Seller an amount equal to the amount it has collected from any non-Tax claimothers in respect of such indemnified amounts. Without limiting the foregoing, but subject to the exclusions set forth in the preceding sentence, the Seller shall pay within five (5) Business Days after written demand (which demand shall be accompanied by documentation of the Indemnified Amounts, in reasonable detail) to indemnify each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all for Indemnified Amounts relating to or resulting from any of the followingfrom: (i) the failure of any Receivable included in the calculation of the Net Receivables Pool Balance as an Eligible Receivables to be an Eligible Receivable as of the date of such calculation, the failure of any information contained in any Information Package to be true and correct, or the failure of any other information required to be provided to any Purchaser, Purchaser Agent or the Administrator with respect to the Receivables or this Agreement to be true and correct; (ii) the failure of any representation or warranty made or deemed made by the Seller Seller, the Servicer (if the Originator or one of its Affiliates is the Servicer) or any of its officers, employees or agents) their respective officers under or in connection with this Agreement, Agreement or any other Transaction Document to Document, which shall have been true and correct as of the date false or incorrect in any material respect when made or deemed mademade or delivered; (ii) the failure by the Seller or the Servicer (if the Originator or one of its Affiliates is the Servicer) to comply with any term, provision or covenant contained in this Agreement or any agreement executed in connection with this Agreement, or with any Applicable Law, with respect to any Collateral or the nonconformity of any Collateral with any such Applicable Law; (iii) the failure by to vest and maintain vested in the Seller to comply Administrative Agent, as agent for the Secured Parties, a first priority security interest in the Collateral, together with any applicable lawall Collections, rule or regulation with respect to any Pool Receivable or the related Contract, or the failure free and clear of any Pool Receivable Lien (other than Permitted Liens) whether existing at the time of any Advance or the related Contract to conform to at any such applicable law, rule or regulationtime thereafter; (iv) the failure to vest in maintain, as of the Administrator, for the benefit close of business on each Purchaser Group, First Priority Interest in the Pool Assets Business Day prior to the extent required under this AgreementFacility Termination Date, an amount of Advances Outstanding that is less than or equal to the lesser of (x) the Facility Amount and (y) the Maximum Availability on such Business Day; (v) any commingling of funds the failure to which the Administratorfile, any Purchaser Agent or any Purchaser is entitled hereunder delay in filing, financing statements, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws with respect to any other fundsCollateral, whether at the time of any Advance or at any subsequent time; (vi) any dispute, claim, offset or defense (other than the discharge in bankruptcy of the Obligor) of the Obligor to the payment of with respect to any Receivable inCollateral (including, or purporting to be inwithout limitation, the Receivables Pool (including a defense based on such Receivable or the related Contract Collateral not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the goods merchandise or services related to such Receivable Collateral or the furnishing or failure to furnish such goods merchandise or services or relating to collection activities with respect to such Receivable or any Contract related thereto (if such collection activities were performed by the Seller or any of its Affiliates or by any agent or independent contractor retained by the Seller or any of its Affiliates)services; (vii) any failure of the Seller or the Servicer (if the Originator or one of its Affiliates is the Servicer) to perform its duties or obligations in accordance with the provisions hereof, of this Agreement or any of the other Transaction Document Documents to which it is a party or any failure by the Originator, the Seller or any Affiliate thereof to perform its respective duties under the Contractsany Collateral; (viii) the failure of any Lock-Box Bank to remit any amounts held in a Lock-Box Account pursuant to the instructions of the Servicer or the Administrative Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Lock-Box Agreement) whether by reason of the exercise of set-off rights or otherwise; (ix) any inability to obtain any judgment in, or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of the Seller or the Originator to qualify to do business or file any notice or business activity report or any similar report; (x) any action taken by the Seller or the Originator (in its capacity as Servicer) in the enforcement or collection of any Collateral; (xi) any products liability, environmental liability claim or personal injury or property damage suit or other similar or related claim by an Obligor or other third party action of whatever sort arising out of or in connection with the goods Related Property or services which that are the subject of any Pool Receivable or the related ContractCollateral; (ixxii) the use any claim, suit or action of proceeds any kind arising out of Purchases or Reinvestmentsin connection with Environmental Laws including any vicarious liability; (xxiii) the failure of the by Seller to pay when due any Taxes, energy surcharges or other governmental charges payable by Taxes for which the Seller is liable, including without limitation, sales, excise or personal property taxes payable in connection with any of the Pool Receivables or this AgreementCollateral; (xixiv) any repayment by the Administrative Agent, the Purchaser Agents or a Secured Party of any amount previously distributed in reduction of Advances Outstanding or payment of Interest or any other amount due hereunder or under any Hedging Agreement, in each case which amount the Administrative Agent, the Purchaser Agents or a Secured Party believes in good faith is required to be repaid; (xv) the commingling of Collections on the Collateral at any time with other funds; (xvi) any investigation, litigation or proceeding related to this Agreement, any of the other Transaction Documents Agreement or the ownership use of proceeds of Advances or the Pool Receivables or any Pool Assetssecurity interest in the Collateral; (xiixvii) any failure by the Seller to give reasonably equivalent value to the Originator in consideration for the transfer by the Originator to the Seller of a Lock-Box Bank any item of Collateral or any attempt by any Person to comply with the terms void or otherwise avoid any such transfer under any statutory provision or common law or equitable action, including, without limitation, any provision of the applicable Lock-Box Bankruptcy Code; (xviii) the use of the proceeds of any Advance in a manner other than as provided in this Agreement and the Sale Agreement; (xiiixix) any action taken by the failure of the Seller, the Originator or any of their respective agents or representatives to remit to the Servicer or the Administrative Agent or the Purchaser Agents, Collections on the Collateral remitted to the Seller, the Originator, the Servicer or any Originator (such agent or any of their respective Affiliates) in the enforcement or collection of any Pool Receivable; (xiv) in the case of a Retail Receivable, the failure or delay in providing any Obligor with an invoice or other evidence of indebtednessrepresentative; or (xvxx) the failure of by the sale and pledge of any Pool Receivable under the Transaction Documents Seller to comply with any of the notice requirements covenants relating to any Hedging Agreement in accordance with the Transaction Documents. (b) Any amounts subject to the indemnification provisions of FACA this Section 11.1 shall be paid by the Seller to the Indemnified Party within five Business Days following such Person’s demand therefor. (c) If for any reason the indemnification provided above in this Section 11.1 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Seller or the Servicer, as the case may be, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Seller or the Servicer, as the case may be, on the other hand but also the relative fault of such Indemnified Party as well as any analogous State other relevant equitable considerations. (d) The obligations of the Seller under this Section 11.1 shall survive the resignation or local Lawsremoval of the Administrative Agent, the Purchaser Agents, the Servicer, the Backup Servicer or the Collateral Custodian and the termination of this Agreement.

Indemnities by the Seller. Without limiting any other rights that the Administrator, any Purchaser Agent, any Purchaser, any Liquidity Provider, any other Program Support Provider, the Program Administrator or any of their respective Affiliates, agents, employees, officers, and directors (each, an “Indemnified Party”) such Person may have hereunder or under applicable Lawlaw, the Seller hereby agrees to indemnify each Indemnified Party and hold harmless the Administrator, each Purchaser Agent, each Liquidity Provider, each Program Support Provider and each Purchaser and their respective officers, directors, agents and employees (each an “Indemnified Party harmless Party”) from and against any and all damages, losses, claims, damages, expenses, costs, losses and liabilities, penalties, costs and expenses (including Attorney Costs Costs) (all of the foregoing being collectively referred to as collectively, the “Indemnified Amounts”) at any time imposed on or incurred by any Indemnified Party arising out of or resulting from this Agreementotherwise relating to any Transaction Document, the use transactions contemplated thereby or the acquisition of proceeds any portion of Purchases or Reinvestmentsthe Purchased Interest, or any interest therein, action taken or the purchase omitted by any of the Purchased Interest Indemnified Parties (including any action taken by the Administrator as attorney in fact for the Seller or in respect of any Pool Receivable, Related Security Originator hereunder or Contract, or in respect of under any other Transaction Document except Document), whether arising by reason of the acts to be performed by the Seller hereunder or otherwise, excluding only Indemnified Amounts to the extent (a) to the extent resulting a final judgment of a court of competent jurisdiction holds such Indemnified Amounts resulted from fraud, gross negligence or willful misconduct on of the part of such Indemnified Party; Party seeking indemnification, (b) the financial inability to pay of the Obligor and for which indemnification reimbursement would constitute recourse to any Originator, Triumph, the Seller or the Servicer for uncollectible Receivables or (except as c) such Indemnified Amounts constitute Taxes (which shall be governed by Section 1.10); provided, however that nothing contained in this sentence shall limit the liability of the Seller or the Servicer or limit the recourse of any Indemnified Party to the Seller or the Servicer for any amounts otherwise specifically provided in this Agreement to be paid by the Seller or the Servicer hereunder) for uncollectible Receivables; and (c) in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. Without limiting the foregoingforegoing indemnification, but subject to the exclusions limitations set forth in clauses (a), (b) and (c) of the preceding previous sentence, the Seller shall pay within five (5) Business Days after written demand (which demand shall be accompanied by documentation of the Indemnified Amounts, in reasonable detail) to indemnify each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all for Indemnified Amounts (including losses in respect of uncollectible Receivables, regardless, for purposes of these specific matters, of whether reimbursement therefor would constitute recourse to the Seller or the Servicer) to the extent relating to or resulting from any of the followingfrom: (i) the failure of any Receivable included in the calculation of the Net Receivables Pool Balance as an Eligible Receivables Receivable to be an Eligible Receivable as of the date of such calculation, the failure of any information contained in any Information Package to be true and correct, or the failure of any other information required to be provided to any Purchaser, Purchaser Agent or the Administrator with respect to the Receivables or this Agreement to be true and correctReceivable; (ii) the failure of any representation or warranty or statement made or deemed made by the Seller (or any employee, officer or agent of its officers, employees or agentsthe Seller) under or in connection with this Agreement, any Transaction Document, any Information Package, any Weekly Report or any other Transaction Document to information or report delivered by or on behalf of the Seller pursuant hereto, which shall have been true and correct as of the date false or incorrect in any material respect when made or deemed made; (iii) the failure by the Seller to comply with any applicable law, rule or regulation with respect related to any Pool Receivable or the related Contract, or the failure nonconformity of any Pool Receivable or the related Contract to conform to with any such applicable law, rule or regulation; (iv) the failure of the Seller to vest and maintain vested in the Administrator, for the benefit of each Purchaser Groupthe Purchasers, First Priority Interest a first-priority perfected ownership or security interest in the Pool Assets to Purchased Interest and the extent required under this Agreementproperty conveyed hereunder, free and clear of any Adverse Claim other than the Judgment Lien; (v) any commingling by the Seller or the Servicer of funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled hereunder with any other fundsfunds of the Seller or any Originator; (vi) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivables in, or purporting to be in, the Receivables Pool and the other Pool Assets, whether at the time of any Purchase or at any other time; (vii) any failure of a Lock-Box Bank to comply with the terms of the applicable Lock-Box Agreement; (viii) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool (including a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms)Receivable, or any other claim resulting from the sale or lease of the goods or the rendering of services related to such Receivable or the furnishing or failure to furnish any such goods or services or relating other similar claim or defense not arising from the financial inability of any Obligor to collection activities with respect to such Receivable or any Contract related thereto (if such collection activities were performed by the Seller or any of its Affiliates or by any agent or independent contractor retained by the Seller or any of its Affiliates)pay undisputed indebtedness; (viiix) any failure of the Seller (or any of its Affiliates acting as Servicer or Sub-Servicer) to perform its duties or obligations in accordance with the provisions hereofof this Agreement, any Contract or any other Transaction Document or under the Contracts; (viii) any products liability, environmental or other claim by an Obligor or other third party arising out of the goods or services to which are the subject of any Pool Receivable or the related Contract; (ix) the use of proceeds of Purchases or Reinvestmentsit is a party; (x) any action taken by the failure of Administrator as attorney in fact for the Seller or any Originator pursuant to pay when due this Agreement or any Taxes, energy surcharges or other governmental charges payable by the Seller in connection with any of the Pool Receivables or this AgreementTransaction Document; (xi) any investigation, litigation or proceeding related to this Agreement, any reduction in Capital as a result of the other Transaction Documents distribution of Collections pursuant to Section 1.4(d), if all or the ownership a portion of the Pool Receivables such distributions shall thereafter be rescinded or otherwise must be returned for any Pool Assets;reason; or (xii) any failure environmental liability claim, products liability claim or personal injury or property damage suit or other similar or related claim or action of a Lock-Box Bank whatever sort, arising out of or in connection with any Receivable or any other suit, claim or action of whatever sort relating to comply with the terms any of the applicable Lock-Box Agreement; (xiii) any action taken by the Seller, the Servicer or any Originator (or any of their respective Affiliates) in the enforcement or collection of any Pool Receivable; (xiv) in the case of a Retail Receivable, the failure or delay in providing any Obligor with an invoice or other evidence of indebtedness; or (xv) the failure of the sale and pledge of any Pool Receivable under the Transaction Documents to comply with the notice requirements of FACA or any analogous State or local LawsDocuments.

Indemnities by the Seller. Without limiting any other rights that the Administrator, any Purchaser Agent, any Purchaser, any Liquidity Provider, any other Program Support Providerthe Insurer, the Program Administrator Purchaser Agents, the Purchasers, the Backup Servicer or any of their respective Affiliates, employees, agents, employeessuccessors, officers, and directors transferees or assigns (each, an “Indemnified Party”) may have hereunder or under applicable Lawlaw, the Seller hereby agrees to indemnify each Indemnified Party and hold each Indemnified Party harmless from and against any and all claims, damages, expenses, costs, losses and liabilities, liabilities (including Attorney Costs Costs) (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of or resulting from this Agreement, Agreement or other Transaction Documents (whether directly or indirectly) or the use of proceeds of Purchases purchases or Reinvestmentsreinvestments or the ownership of any Participation, or any interest therein, or the purchase of the Purchased Interest or in respect of any Pool ReceivableReceivable or any Contract regardless of whether any such Indemnified Amounts result from an Indemnified Party’s negligence or strict liability or other acts or omissions of an Indemnified Party, Related Security or Contractexcluding, or in respect of any other Transaction Document except however, (a) Indemnified Amounts to the extent resulting from fraud, gross negligence or willful misconduct on the part of such Indemnified Party; , (b) for which indemnification would constitute recourse (except as otherwise specifically provided in this Agreement to be paid by the Seller hereunderAgreement) for uncollectible Receivables; Receivables to be written off consistent with the Credit and Collection Policy, (c) in respect any overall net income taxes or franchise taxes imposed on such Indemnified Party by the jurisdiction under the laws of Taxes other than which such Indemnified Party is organized or any Taxes that represent lossespolitical subdivision thereof or (d) if the Insurer is the Indemnified Party, claimsIndemnified Amounts to the extent resulting, damagesdirectly or indirectly, etc. arising from any non-Tax claiman Insurer Default. Without limiting or being limited by the foregoing, but and subject to the exclusions set forth in the preceding sentence, the Seller shall pay within five (5) Business Days after written on demand (which demand shall be accompanied by documentation of the Indemnified Amounts, in reasonable detail) to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following: (i) the failure of any Receivable included in the calculation of the Net Receivables Pool Balance as an Eligible Receivables Receivable to be an Eligible Receivable as of the date of such calculationReceivable, the failure of any information contained in any Information Package a Servicer Report or a Portfolio Certificate to be true and correct, or the failure of any other information required to be provided to any Purchaser, any Purchaser Agent Agent, the Insurer or the Administrator Agent with respect to the Receivables or this Agreement to be true and correct; (ii) the failure of any representation or warranty or statement made or deemed made by the Seller (or any of its officers, employees or agents) under or in connection with this Agreement, any other Transaction Document Agreement to have been true and correct as of the date made or deemed in all respects when made; (iii) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Receivable or the related Contract, ; or the failure of any Pool Receivable or the related Contract to conform to any such applicable law, rule or regulation; (iv) the failure (A) to vest in the Administrator, Agent (for the benefit of each Purchaser Groupthe Secured Parties) a valid and enforceable perfected undivided percentage ownership interest, First Priority Interest in the Pool Assets to the extent required under this Agreementof the Aggregate Participation, in the Receivables in, or purporting to be in, the Receivables Pool and the Related Security and Collections with respect thereto and (B) the failure to vest in the Agent (for the benefit of the Secured Parties) a first priority perfected security interest in the items described in Section 1.2(d), in each case, free and clear of any Adverse Claim; (v) any commingling of funds the failure to which the Administratorhave filed, any Purchaser Agent or any Purchaser is entitled hereunder delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any other fundsReceivables in, or purporting to be in, the Receivables Pool and the Related Security and Collections in respect thereof, whether at the time of any purchase or reinvestment or at any subsequent time; (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool (including including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from or relating to the sale of the goods or services related transaction giving rise to such Receivable or the furnishing or failure to furnish such goods or services or relating to collection activities with respect to such Receivable or any Contract related thereto (if such collection activities were performed by the Seller or any of its Affiliates acting as Servicer or by any agent or independent contractor retained by the Seller or any of its Affiliates); (vii) any failure of the Seller to perform its duties or obligations in accordance with the provisions hereof, any other Transaction Document hereof or to perform its duties or obligations under the Contracts; (viii) any products liability, environmental liability or other claim by an Obligor claim, investigation, litigation or other third party proceeding arising out of the goods or in connection with goods, insurance or services which that are the subject of or secure any Pool Receivable or the related Contract; (ix) the use commingling of proceeds Collections of Purchases or ReinvestmentsPool Receivables at any time with other funds; (x) the failure of the Seller to pay when due any Taxes, energy surcharges or other governmental charges payable by the Seller in connection with any of the Pool Receivables or this Agreement; (xi) any investigation, litigation or proceeding related to this Agreement, any Agreement or the use of the other Transaction Documents proceeds of purchases or reinvestments or the ownership of any Participation or in respect of any Receivable, Related Security or Contract; (xi) any reduction in Investment as a result of the Pool Receivables distribution of Collections pursuant to Section 1.4(d), in the event that all or a portion of such distributions shall thereafter be rescinded or otherwise must be returned for any Pool Assetsreason; (xii) any failure tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of a Lock-Box Bank to comply with counsel in defending against the terms same, which may arise by reason of the applicable Lock-Box Agreementpurchase or ownership of any Participation, or other interests in the Receivables Pool or in any Related Security or Contract; (xiii) any action taken the failure by the SellerSeller or the Servicer to pay when due any taxes payable by it, including without limitation, the Servicer franchise taxes and sales, excise or any Originator (or any of their respective Affiliates) personal property taxes payable in connection with the enforcement or collection of any Pool ReceivableReceivables; (xiv) in the case of a Retail Receivable, the failure by the Seller or delay the Servicer to be duly qualified to do business, to be in providing good standing or to have filed appropriate fictitious or assumed name registration documents in any Obligor with an invoice or other evidence of indebtednessjurisdiction; or (xv) the failure of any Deposit Account Bank to remit any amounts held in its Deposit Account pursuant to the sale instructions of the Servicer whether by reason of the exercise of setoff rights or otherwise. If for any reason the indemnification provided above in this Section 3.1 is unavailable to an Indemnified Party or is insufficient to hold such Indemnified Party harmless, then the Seller shall contribute to such Indemnified Party the amount otherwise payable by such Indemnified Party as a result of such loss, claim, damage or liability to the maximum extent permitted under applicable law. The obligations of the Seller under this Section 3.1 are limited recourse obligations payable solely from the Collections, the Receivables and pledge of any Pool Receivable under the Transaction Documents to comply Related Security in accordance with the notice requirements priority of FACA or any analogous State or local Lawspayments set forth in Section 1.4.

Indemnities by the Seller. Without limiting any other rights that any such Person may have hereunder or under applicable law, the Seller hereby indemnifies and holds harmless, on an after-tax basis, the Administrator, any each Purchaser Agent, any Purchaser, any each Liquidity Provider, any other each Program Support Provider, the Program Administrator or any of Provider and each Purchaser and their respective Affiliates, agents, employees, officers, directors, agents and directors employees (each, each an “Indemnified Party”) may have hereunder or under applicable Law, the Seller hereby agrees to indemnify each Indemnified Party and hold each Indemnified Party harmless from and against any and all damages, losses, claims, damages, expenses, costs, losses and liabilities, penalties, Taxes, costs and expenses (including Attorney Costs Costs) (all of the foregoing being collectively referred to as collectively, the “Indemnified Amounts”) at any time imposed on or incurred by any Indemnified Party arising out of or resulting from this Agreementotherwise relating to any Transaction Document, the use transactions contemplated thereby or the acquisition of proceeds any portion of Purchases or Reinvestmentsthe Purchased Interest, or any interest therein, action taken or the purchase omitted by any of the Purchased Interest Indemnified Parties (including any action taken by the Administrator as attorney-in-fact for the Seller or in respect of any Pool Receivable, Related Security Originator hereunder or Contract, or in respect of under any other Transaction Document except Document), whether arising by reason of the acts to be performed by the Seller hereunder or otherwise, excluding only Indemnified Amounts to the extent (a) to the extent resulting a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from fraud, gross negligence or willful misconduct on of the part Indemnified Party seeking indemnification, (b) due to the credit risk of the Obligor and for which reimbursement would constitute recourse to any Originator, the Seller or the Servicer for uncollectible Receivables or (c) such Indemnified Amounts include Taxes imposed or based on, or measured by, the gross or net income or receipts of such Indemnified PartyParty by the jurisdiction under the laws of which such Indemnified Party is organized (or any political subdivision thereof); (b) provided, that nothing contained in this sentence shall limit the liability of the Seller or the Servicer or limit the recourse of any Indemnified Party to the Seller or the Servicer for which indemnification would constitute recourse (except as any amounts otherwise specifically provided in this Agreement to be paid by the Seller or the Servicer hereunder) for uncollectible Receivables; and (c) in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. Without limiting the foregoingforegoing indemnification, but subject to the exclusions limitations set forth in clauses (a), (b) and (c) of the preceding previous sentence, the Seller shall pay within five (5) Business Days after written demand (which demand shall be accompanied by documentation of the Indemnified Amounts, in reasonable detail) to indemnify each Indemnified Party any and all for amounts necessary (including losses in respect of uncollectible Receivables, regardless, for purposes of these specific matters, whether reimbursement therefor would constitute recourse to indemnify such Indemnified Party from and against any and all Indemnified Amounts the Seller or the Servicer) relating to or resulting from any of the followingfrom: (ia) the failure of any Receivable included in the calculation of the Net Receivables Pool Balance as an Eligible Receivables Receivable to be an Eligible Receivable as of the date of such calculationReceivable, the failure of any information contained in any Information Package to be true and correct, or the failure of any other information required to be provided to any Purchaser, Purchaser Agent or the Administrator with respect to the Receivables or this Agreement to be true and correct; (iib) the failure of any representation representation, warranty or warranty statement made or deemed made by the Seller (or any employee, officer or agent of its officers, employees or agentsthe Seller) under or in connection with this Agreement, any other Transaction Document Document, or any Information Package or any other information or report delivered by or on behalf of the Seller pursuant hereto to have been true and correct as of the date made or deemed mademade in all respects; (iiic) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Receivable or the related Contract, or the failure nonconformity of any Pool Receivable or the related Contract to conform to with any such applicable law, rule or regulation; (ivd) the failure of the Seller to vest and maintain vested in the Administrator, for the benefit of each Purchaser Groupthe Purchasers, First Priority Interest a first priority perfected ownership or security interest in the Pool Assets to Purchased Interest and the extent required under this Agreementproperty conveyed hereunder, free and clear of any Adverse Claim; (ve) any commingling of funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled hereunder with any other funds; (vif) [intentionally omitted]; (g) any failure of a Lock-Box Bank to comply in all material respects with the terms of the applicable Lock-Box Agreement; (h) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool (including a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale or lease of the goods or the rendering of services related to such Receivable or the furnishing or failure to furnish any such goods or services or relating to collection activities with respect to such Receivable or any Contract related thereto (if such collection activities were performed by the Seller or any of its Affiliates acting as the Servicer or by any agent or independent contractor retained by the Seller or any of its Affiliates)) with respect to such Receivable; (viii) any failure of the Seller (or any of its Affiliates acting as the Servicer) to perform its duties or obligations in accordance with the provisions hereofof this Agreement, any Contract or any other Transaction Document or under the Contractsto which it is a party; (viiij) any products liability, environmental or other claim by an Obligor or other third party arising out of the goods or services which are the subject of any Pool Receivable or the related Contract[intentionally omitted]; (ixk) any reduction in Capital as a result of the distribution of Collections pursuant to Section 1.4(d), if all or a portion of such distributions shall thereafter be rescinded or otherwise must be returned for any reason; (l) the use of proceeds of Purchases Purchase or Reinvestments;reinvestment or the issuance of any Letter of Credit on behalf of Seller (and, if applicable, on behalf of, or for the account of, any Originator); or (xm) the failure of the Seller to pay when due any Taxesenvironmental liability claim, energy surcharges products liability claim or personal injury or property damage suit or other governmental charges payable by the Seller similar or related claim or action of whatever sort, arising out of or in connection with any Receivable or any other suit, claim or action of the Pool Receivables or this Agreement; (xi) any investigation, litigation or proceeding related whatever sort relating to this Agreement, any of the other Transaction Documents or the ownership of the Pool Receivables or any Pool Assets; (xii) any failure of a Lock-Box Bank to comply with the terms of the applicable Lock-Box Agreement; (xiii) any action taken by the Seller, the Servicer or any Originator (or any of their respective Affiliates) in the enforcement or collection of any Pool Receivable; (xiv) in the case of a Retail Receivable, the failure or delay in providing any Obligor with an invoice or other evidence of indebtedness; or (xv) the failure of the sale and pledge of any Pool Receivable under the Transaction Documents to comply with the notice requirements of FACA or any analogous State or local LawsDocuments.

Indemnities by the Seller. Without limiting any other rights that the Administrator, any Purchaser Administrative Agent, any Purchaser, any Liquidity Provider, any other Program Support Provider, the Program Administrator Managing Agent or any of their respective Affiliates, agents, employees, officers, and directors (each, an “Indemnified Party”) Purchaser may have hereunder or under applicable Lawlaw, the Seller hereby agrees to indemnify (and pay upon demand to) the Administrative Agent, each Managing Agent and each Purchaser and their respective assigns, officers, directors, agents and employees (each an “Indemnified Party and hold each Indemnified Party harmless Party”) from and against any and all damages, losses, claims, damagestaxes, expensesliabilities, costs, losses expenses and liabilitiesfor all other amounts payable, including Attorney Costs reasonable attorneys’ fees (which attorneys may be employees of the Administrative Agent, such Managing Agent or such Purchaser) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or resulting from as a result of this Agreement, the use of proceeds of Purchases or Reinvestments, or any interest therein, Agreement or the purchase acquisition, either directly or indirectly, by a Purchaser of an interest in the Receivables, excluding, however, in all of the Purchased Interest or in respect of any Pool Receivable, Related Security or Contract, or in respect of any other Transaction Document except foregoing instances: (a) Indemnified Amounts to the extent resulting a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from fraud, gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification; (b) Indemnified Amounts to the extent the same includes losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; or (c) taxes imposed by the jurisdiction in which such Indemnified Party’s principal executive office is located, on or measured by the overall net income of such Indemnified Party to the extent that the computation of such taxes is consistent with the intended characterization for income tax purposes of the acquisition by the Purchasers of Purchaser Interests as a loan or loans by the Purchasers to the Seller secured by the Receivables, the Related Security, the Collection Accounts and the Collections; (b) provided, however, that nothing contained in this sentence shall limit the liability of the Seller or limit the recourse of any Indemnified Party to the Seller for which indemnification would constitute recourse (except as amounts otherwise specifically provided in this Agreement to be paid by the Seller hereunder) for uncollectible Receivables; and (c) in respect under the terms of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimthis Agreement. Without limiting the foregoinggenerality of the foregoing indemnification, but subject to the exclusions set forth in the preceding sentenceclauses (a), (b) and (c) above, the Seller shall pay within five (5) Business Days after written demand (which demand shall be accompanied by documentation of indemnify the Indemnified Amounts, in reasonable detail) to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Parties for Indemnified Amounts (including, without limitation, losses in respect of uncollectible receivables, regardless of whether reimbursement therefor would constitute recourse to the Seller) relating to or resulting from any of the followingfrom: (i) the failure of any Receivable included in the calculation of the Net Receivables Pool Balance as an Eligible Receivables Receivable to be an Eligible Receivable as of at the date of such calculation, the failure of any information contained in any Information Package to be true and correct, or the failure of any other information required to be provided to any Purchaser, Purchaser Agent or the Administrator with respect to the Receivables or this Agreement to be true and correcttime so included; (ii) the failure of any representation or warranty made or deemed made by the Seller or the Originator (or any officers of its officers, employees or agentsany such Person) under or in connection with this Agreement, any other Transaction Document to or any other written information or report delivered by any such Person pursuant hereto or thereto, which shall have been true and correct as of the date false or incorrect when made or deemed made; (iii) the failure by the Seller or the Originator to comply with any applicable law, rule or regulation with respect to any Pool Receivable or the Contract related Contractthereto, or the failure nonconformity of any Pool Receivable or the related Contract to conform to included therein with any such applicable law, rule or regulation, the violation of which shall cause the Receivables to be uncollectible or unenforceable by the Seller, the Administrative Agent, the Managing Agents or the Purchasers in whole or in part, or any failure of the Originator to keep or perform any of its obligations, express or implied, with respect to any Contract; (iv) any failure of the failure Seller or the Originator to vest perform its duties, covenants or other obligations in accordance with the Administrator, for the benefit provisions of each Purchaser Group, First Priority Interest in the Pool Assets to the extent required under this AgreementAgreement or any other Transaction Document; (v) any commingling products liability, personal injury or damage suit, or other similar claim arising out of funds to which or in connection with merchandise, insurance or services that are the Administrator, subject of any Purchaser Agent Contract or any Purchaser is entitled hereunder with any other fundsReceivable; (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable in(including, or purporting to be inwithout limitation, the Receivables Pool (including a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale provision of the goods goods, electricity, gas or services related to such Receivable or the furnishing or failure to furnish such goods goods, electricity, gas or services services; (vii) the commingling of Collections of Receivables at any time with other funds; (viii) any investigation, litigation or proceeding initiated by a party other than a Purchaser, a Managing Agent or the Administrative Agent related to or arising from this Agreement, any other Transaction Document, either Servicing Agreement or any other Basic Document (as defined in either Servicing Agreement), the transactions contemplated hereby, the use of the proceeds of an Incremental Purchase or a Reinvestment, the ownership of the Purchaser Interests or any other investigation, litigation or proceeding relating to collection activities with respect to such Receivable or any Contract related thereto (if such collection activities were performed by the Seller or the Originator in which any Indemnified Party becomes involved as a result of any of its Affiliates or by any agent or independent contractor retained by the transactions contemplated hereby, provided that the Seller shall have no obligation to indemnify any Indemnified Party under this paragraph (viii) for Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification;(19) (ix) any inability to litigate any claim against any Obligor in respect of its Affiliatesany Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding; (x) any Amortization Event described in Section 9.1(d); (viixi) any failure of the Seller to perform its duties or obligations in accordance with the provisions hereofacquire and maintain legal and equitable title to, any other Transaction Document or under the Contracts; (viii) any products liability, environmental or other claim by an Obligor or other third party arising out of the goods or services which are the subject and ownership of any Pool Receivable and the Related Security and Collections with respect thereto from the Originator, free and clear of any Adverse Claim (other than as created hereunder); or the related Contract; (ix) the use of proceeds of Purchases or Reinvestments; (x) the any failure of the Seller to pay when due any Taxes, energy surcharges or other governmental charges payable give reasonably equivalent value to the Originator under the Receivables Sale Agreement in consideration of the transfer by the Seller in connection with Originator of any of the Pool Receivables or this Agreement; (xi) any investigationReceivable, litigation or proceeding related to this Agreement, any of the other Transaction Documents or the ownership of the Pool Receivables or any Pool Assetsattempt by any Person to void such transfer under statutory provisions or common law or equitable action; (xii) any failure of a Lock-Box Bank to comply with vest and maintain vested in the terms Administrative Agent for the benefit of the applicable Lock-Box AgreementManaging Agents and the Purchasers, or to transfer to the Administrative Agent for the benefit of the Managing Agents and the Purchasers, legal and equitable title to, and ownership of, a first priority perfected undivided percentage ownership interest (to the extent of the Purchaser Interests contemplated hereunder) or security interest in the Receivables, the Related Security and the Collections, free and clear of any Adverse Claim (except as created by the Transaction Documents); (xiii) the failure to have filed, or any action taken by delay in filing, financing statements or other similar instruments or documents under the SellerUCC of any applicable jurisdiction or other applicable laws with respect to any Receivable, the Servicer or any Originator (or any of their respective Affiliates) in Related Security and Collections with respect thereto, and the enforcement or collection proceeds of any Pool Receivablethereof, whether at the time of any Incremental Purchase or Reinvestment or at any subsequent time; (xiv) any action or omission by the Seller (other than in the case of a Retail Receivable, the failure accordance with or delay in providing any Obligor with an invoice or other evidence of indebtedness; or (xv) the failure of the sale and pledge of any Pool Receivable under the Transaction Documents to comply with the notice requirements of FACA as contemplated by this Agreement or any analogous State or local Laws.other Transaction Document) which reduces or

Indemnities by the Seller. (a) Without limiting any other rights that the Administrator, any Purchaser Agent, any Purchaser, any Liquidity Provider, any other Program Support Provider, the Program Administrator or any of their respective Affiliates, agents, employees, officers, and directors (each, an “Indemnified Party”) such Person may have hereunder or under applicable Applicable Law, the Seller hereby agrees to indemnify the Administrative Agent, the Purchaser Agents, the Backup Servicer, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Indemnified Party and hold each Indemnified Party harmless Parties”), forthwith on demand, from and against any and all damages, losses, claims, damages, liabilities and related costs and expenses, costs, losses including attorneys’ fees and liabilities, including Attorney Costs disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by such Indemnified Party and other non-monetary damages of any such Indemnified Party or any of them arising out of or resulting from as a result of this Agreement, the use of proceeds of Purchases or Reinvestments, or any interest therein, Agreement or the purchase ownership of an interest in the Purchased Interest Collateral or in respect of any Pool ReceivableAsset included in the Collateral, Related Security or Contractexcluding, or in respect of any other Transaction Document except however, (a) Indemnified Amounts to the extent resulting from fraud, gross negligence or willful misconduct on the part of such Indemnified Party; Party or (b) Indemnified Amounts that have the effect of recourse for which indemnification would constitute recourse non-payment of the Assets included in the Collateral due to credit problems of the Obligors (except as otherwise specifically provided in this Agreement to be paid by Agreement). If the Seller hereunder) for uncollectible Receivables; has made any indemnity payment pursuant to this Section 11.1 and (c) such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of Taxes other than any Taxes that represent lossessuch Indemnified Amounts then, claims, damages, etc. arising the recipient shall repay to the Seller an amount equal to the amount it has collected from any non-Tax claimothers in respect of such indemnified amounts. Without limiting the foregoing, but subject to the exclusions set forth in the preceding sentence, the Seller shall pay within five (5) Business Days after written demand (which demand shall be accompanied by documentation of the Indemnified Amounts, in reasonable detail) to indemnify each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all for Indemnified Amounts relating to or resulting from any of the followingfrom: (i) the failure of any Receivable included in the calculation of the Net Receivables Pool Balance as an Eligible Receivables to be an Eligible Receivable as of the date of such calculation, the failure of any information contained in any Information Package to be true and correct, or the failure of any other information required to be provided to any Purchaser, Purchaser Agent or the Administrator with respect to the Receivables or this Agreement to be true and correct; (ii) the failure of any representation or warranty made or deemed made by the Seller Seller, the Servicer (if the Originator or one of its Affiliates is the Servicer) or any of its officers, employees or agents) their respective officers under or in connection with this Agreement, Agreement or any other Transaction Document to Document, which shall have been true and correct as of the date false or incorrect in any material respect when made or deemed mademade or delivered; (ii) the failure by the Seller or the Servicer (if the Originator or one of its Affiliates is the Servicer) to comply with any term, provision or covenant contained in this Agreement or any agreement executed in connection with this Agreement, or with any Applicable Law, with respect to any Collateral or the nonconformity of any Collateral with any such Applicable Law; (iii) the failure by to vest and maintain vested in the Seller to comply Administrative Agent, as agent for the Secured Parties, an undivided ownership interest in the Collateral, together with any applicable lawall Collections, rule or regulation with respect to any Pool Receivable or the related Contract, or the failure free and clear of any Pool Receivable Lien (other than Permitted Liens) whether existing at the time of any Advance or the related Contract to conform to Swingline Advance or at any such applicable law, rule or regulationtime thereafter; (iv) the failure to vest in maintain, as of the Administrator, for the benefit close of business on each Purchaser Group, First Priority Interest in the Pool Assets Business Day prior to the extent required under this AgreementTermination Date, an amount of Advances Outstanding that is less than or equal to the lesser of (x) the Facility Amount and (y) the Maximum Availability on such Business Day; (v) any commingling of funds the failure to which the Administratorfile, any Purchaser Agent or any Purchaser is entitled hereunder delay in filing, financing statements, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws with respect to any other fundsCollateral, whether at the time of any Advance or Swingline Advance or at any subsequent time; (vi) any dispute, claim, offset or defense (other than the discharge in bankruptcy of the Obligor) of the Obligor to the payment of with respect to any Receivable inCollateral (including, or purporting to be inwithout limitation, the Receivables Pool (including a defense based on such Receivable or the related Contract Collateral not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the goods merchandise or services related to such Receivable Collateral or the furnishing or failure to furnish such goods merchandise or services or relating to collection activities with respect to such Receivable or any Contract related thereto (if such collection activities were performed by the Seller or any of its Affiliates or by any agent or independent contractor retained by the Seller or any of its Affiliates)services; (vii) any failure of the Seller or the Servicer (if the Originator or one of its Affiliates is the Servicer) to perform its duties or obligations in accordance with the provisions hereof, of this Agreement or any of the other Transaction Document Documents to which it is a party or any failure by the Originator, the Seller or any Affiliate thereof to perform its respective duties under the Contractsany Collateral; (viii) the failure of any Lock-Box Bank to remit any amounts held in a Lock-Box Account pursuant to the instructions of the Servicer or the Administrative Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Lock-Box Agreement) whether by reason of the exercise of set-off rights or otherwise; (ix) any inability to obtain any judgment in, or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of the Seller or the Originator to qualify to do business or file any notice or business activity report or any similar report; (x) any action taken by the Seller or the Originator (in its capacity as Servicer) in the enforcement or collection of any Collateral; (xi) any products liability, environmental liability claim or personal injury or property damage suit or other similar or related claim by an Obligor or other third party action of whatever sort arising out of or in connection with the goods Related Property or services which that are the subject of any Pool Receivable or the related ContractCollateral; (ixxii) the use any claim, suit or action of proceeds any kind arising out of Purchases or Reinvestmentsin connection with Environmental Laws including any vicarious liability; (xxiii) the failure of the by Seller to pay when due any Taxes, energy surcharges or other governmental charges payable by Taxes for which the Seller is liable, including without limitation, sales, excise or personal property taxes payable in connection with any of the Pool Receivables or this AgreementCollateral; (xixiv) any repayment by the Administrative Agent, the Purchaser Agents or a Secured Party of any amount previously distributed in reduction of Advances Outstanding or payment of Interest or any other amount due hereunder or under any Hedging Agreement, in each case which amount the Administrative Agent, the Purchaser Agents or a Secured Party believes in good faith is required to be repaid; (xv) the commingling of Collections on the Collateral at any time with other funds; (xvi) any investigation, litigation or proceeding related to this Agreement, any of the other Transaction Documents Agreement or the ownership use of proceeds of Advances or Swingline Advances or the Pool Receivables or any Pool Assetssecurity interest in the Collateral; (xiixvii) any failure by the Seller to give reasonably equivalent value to the Originator in consideration for the transfer by the Originator to the Seller of a Lock-Box Bank any item of Collateral or any attempt by any Person to comply with the terms void or otherwise avoid any such transfer under any statutory provision or common law or equitable action, including, without limitation, any provision of the applicable Lock-Box Bankruptcy Code; (xviii) the use of the proceeds of any Advance or Swingline Advance in a manner other than as provided in this Agreement and the Sale Agreement; (xiiixix) any action taken by the failure of the Seller, the Originator or any of their respective agents or representatives to remit to the Servicer or the Administrative Agent or the Purchaser Agents, Collections on the Collateral remitted to the Seller, the Originator, the Servicer or any Originator (such agent or any of their respective Affiliates) in the enforcement or collection of any Pool Receivable; (xiv) in the case of a Retail Receivable, the failure or delay in providing any Obligor with an invoice or other evidence of indebtednessrepresentative; or (xvxx) the failure of by the sale and pledge of any Pool Receivable under the Transaction Documents Seller to comply with any of the notice requirements covenants relating to any Hedging Agreement in accordance with the Transaction Documents. (b) Any amounts subject to the indemnification provisions of FACA this Section 11.1 shall be paid by the Seller to the Indemnified Party within five Business Days following such Person’s demand therefor. (c) If for any reason the indemnification provided above in this Section 11.1 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Seller or the Servicer, as the case may be, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Seller or the Servicer, as the case may be, on the other hand but also the relative fault of such Indemnified Party as well as any analogous State other relevant equitable considerations. (d) The obligations of the Seller under this Section 11.1 shall survive the resignation or local Lawsremoval of the Administrative Agent, the Purchaser Agents, the Servicer, the Backup Servicer or the Collateral Custodian and the termination of this Agreement.

Indemnities by the Seller. Without limiting any other rights that the Administrator, any Purchaser Agent, any Purchaser, any Liquidity Provider, any other Program Administrator or any Program Support Provider, the Program Administrator Provider or any of their respective Affiliates, agents, employees, officers, and directors directors, agents, counsel, successors, transferees or assigns (each, an “Indemnified Party”) may have hereunder or under applicable Lawlaw, the Seller hereby agrees to indemnify each Indemnified Party and hold each Indemnified Party harmless from and against any and all claims, damages, expenses, taxes, costs, losses and liabilities, liabilities (including Attorney Costs Costs) (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of or resulting from this Agreementor related to the Transaction Documents or any of the transactions contemplated thereby (whether directly or indirectly), the use of proceeds of Purchases or Reinvestmentsreinvestments, the ownership or maintenance of the Purchased Interest or the funding thereof, or any interest therein, or the purchase of the Purchased Interest or in respect of any Pool Receivable, Related Security or Contract, or in respect of any other Transaction Document except excluding, however: (a) Indemnified Amounts to the extent resulting from fraud, gross negligence or willful misconduct on the part of such Indemnified Party; Party or its employees, officers, directors, agents or counsel, (b) for which indemnification would constitute recourse (except as otherwise specifically provided in this Agreement with respect to be paid by any Receivable to the Seller hereunder) for extent that such Receivable is uncollectible Receivables; and on account of the insolvency, bankruptcy or lack of credit worthiness of the related Obligor, or (c) any overall net income taxes or franchise taxes imposed on such Indemnified Party by the jurisdiction under the laws of which such Indemnified Party is organized or is otherwise paying such taxes or any political subdivision thereof (and to the extent any Indemnified Party is entitled to an indemnification pursuant to this Section 3.1 for any income taxes, such Indemnified Party shall use commercially reasonable means, in respect of Taxes other than any Taxes that represent lossesits judgement, claims, damages, etc. arising from any non-Tax claimto contest such tax if appropriate to do so) . Without limiting or being limited by the foregoing, but and subject to the exclusions set forth in the preceding sentence, the Seller shall pay within five (5) Business Days after written on demand (which demand shall be accompanied by documentation of the Indemnified Amounts, in reasonable detail) to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following: (i) the failure of any Receivable included in the calculation of the Net Receivables Pool Balance as an Eligible Receivables Receivable to be an Eligible Receivable as of the date of such calculationReceivable, the failure of any information contained in any an Information Package to be true and correct, or the failure of any other information required to be provided to any Purchaser, Purchaser Agent such Indemnified Party by the Seller or the Administrator Servicer with respect to the Receivables or this Agreement to be true and correct;, (ii) the failure of any representation representation, warranty or warranty statement made or deemed made by the Seller (or any of its officers, employees or agents) under or in connection with this Agreement, any other Transaction Document Agreement to have been true and correct as of the date made or deemed made in all respects when made;, (iii) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Receivable or the related Contract, or the failure of any Pool Receivable or the related Contract to conform to any such applicable law, rule or regulation;, (iv) the failure to vest in the Administrator, Administrator (for the benefit of each Purchaser Groupthe Purchasers) a valid and enforceable: (A) perfected undivided percentage ownership interest, First Priority Interest to the extent of the Purchased Interest, in the Receivables in, or purporting to be in, the Receivables Pool and the other Pool Assets, or (B) first priority perfected security interest in the Pool Assets to the extent required under this Agreement;Assets, in each case, free and clear of any Adverse Claim, (v) any commingling of funds the failure to which the Administratorhave filed, any Purchaser Agent or any Purchaser is entitled hereunder delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivables in, or purporting to be in, the Receivables Pool and the other funds;Pool Assets, whether at the time of any Purchase or reinvestment or at any subsequent time, (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool (including a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the goods or services related to such Receivable or the furnishing or failure to furnish such goods or services or relating to collection activities with respect to such Receivable or any Contract related thereto (if such collection activities were performed by the Seller or any of its Affiliates or by any agent or independent contractor retained by the Seller or any of its Affiliates);Receivable, (vii) any failure of the Seller, any Affiliate of the Seller or the Servicer to perform its duties or obligations in accordance with the provisions hereof, any other of the Transaction Document Documents or under the Contracts;, (viii) any products liability, environmental liability or other claim by an Obligor claim, investigation, litigation or other third party proceeding arising out of the goods or in connection with merchandise, insurance or services which that are the subject of any Pool Receivable or the related Contract;, (ix) the commingling of Collections at any time with other funds of the Seller, the Servicer or any Affiliate thereof, (x) the use of proceeds of Purchases or Reinvestments; (x) the failure of the Seller to pay when due any Taxesreinvestments, energy surcharges or other governmental charges payable by the Seller in connection with any of the Pool Receivables or this Agreement;or (xi) any investigation, litigation or proceeding related to this Agreement, any reduction in the Aggregate Investment as a result of the other Transaction Documents distribution of Collections pursuant to Section 1.4(d), if all or the ownership a portion of the Pool Receivables such distributions shall thereafter be rescinded or otherwise must be returned for any Pool Assets; (xii) any failure of a Lock-Box Bank to comply with the terms of the applicable Lock-Box Agreement; (xiii) any action taken by the Seller, the Servicer or any Originator (or any of their respective Affiliates) in the enforcement or collection of any Pool Receivable; (xiv) in the case of a Retail Receivable, the failure or delay in providing any Obligor with an invoice or other evidence of indebtedness; or (xv) the failure of the sale and pledge of any Pool Receivable under the Transaction Documents to comply with the notice requirements of FACA or any analogous State or local Lawsreason.

Indemnities by the Seller. Without limiting any other rights that the Administrator, any Purchaser Agent, any Purchaser, any Liquidity Provider, any other Program Support Providerthe Purchaser Agents, the Program Administrator Purchasers, the Backup Servicer or any of their respective Affiliates, employees, agents, employeessuccessors, officers, and directors transferees or assigns (each, an “Indemnified Party”) may have hereunder or under applicable Lawlaw, the Seller hereby agrees to indemnify each Indemnified Party and hold each Indemnified Party harmless from and against any and all claims, damages, expenses, costs, losses and liabilities, liabilities (including Attorney Costs Costs) (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of or resulting from this Agreement, Agreement or other Transaction Documents (whether directly or indirectly) or the use of proceeds of Purchases purchases or Reinvestmentsreinvestments or the ownership of any Participation, or any interest therein, or the purchase of the Purchased Interest or in respect of any Pool ReceivableReceivable or any Contract regardless of whether any such Indemnified Amounts result from an Indemnified Party’s negligence or strict liability or other acts or omissions of an Indemnified Party, Related Security or Contractexcluding, or in respect of any other Transaction Document except however, (a) Indemnified Amounts to the extent resulting from fraud, gross negligence or willful misconduct on the part of such Indemnified Party; , (b) for which indemnification would constitute recourse (except as otherwise specifically provided in this Agreement to be paid by the Seller hereunderAgreement) for uncollectible Receivables; Receivables to be written off consistent with the Credit and Collection Policy or (c) in respect any overall net income taxes or franchise taxes imposed on such Indemnified Party by the jurisdiction under the laws of Taxes other than which such Indemnified Party is organized or any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimpolitical subdivision thereof. Without limiting or being limited by the foregoing, but and subject to the exclusions set forth in the preceding sentence, the Seller shall pay within five (5) Business Days after written on demand (which demand shall be accompanied by documentation of the Indemnified Amounts, in reasonable detail) to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following: (i) the failure of any Receivable included in the calculation of the Net Receivables Pool Balance as an Eligible Receivables Receivable to be an Eligible Receivable as of the date of such calculationReceivable, the failure of any information contained in any Information Package a Servicer Report or a Portfolio Certificate to be true and correct, or the failure of any other information required to be provided to any Purchaser, any Purchaser Agent or the Administrator Agent with respect to the Receivables or this Agreement to be true and correct; (ii) the failure of any representation or warranty or statement made or deemed made by the Seller (or any of its officers, employees or agents) under or in connection with this Agreement, any other Transaction Document Agreement to have been true and correct as of the date made or deemed in all respects when made; (iii) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Receivable or the related Contract, ; or the failure of any Pool Receivable or the related Contract to conform to any such applicable law, rule or regulation; (iv) the failure (A) to vest in the Administrator, Agent (for the benefit of each Purchaser Groupthe Secured Parties) a valid and enforceable perfected undivided percentage ownership interest, First Priority Interest to the extent of the Aggregate Participation, in the Pool Assets Receivables and Collections with respect thereto and in Seller’s right, title and interest in, to and under the extent required Related Security, and (B) to vest in the Agent (for the benefit of the Secured Parties) a first priority perfected security interest in all of Seller’s right, title and interest in, to and under this Agreementthe items described in Section 1.2(d)(A) – (F), in each case, free and clear of any Adverse Claim; (v) any commingling of funds the failure to which the Administratorhave filed, any Purchaser Agent or any Purchaser is entitled hereunder delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any other fundsPool Receivables and the Related Security and Collections in respect thereof, whether at the time of any purchase or reinvestment or at any subsequent time; (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable inPool Receivables (including, or purporting to be inwithout limitation, the Receivables Pool (including a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from or relating to the sale of the goods or services related transaction giving rise to such Receivable or the furnishing or failure to furnish such goods or services or relating to collection activities with respect to such Receivable or any Contract related thereto (if such collection activities were performed by the Seller or any of its Affiliates acting as Servicer or by any agent or independent contractor retained by the Seller or any of its Affiliates); (vii) any failure of the Seller to perform its duties or obligations in accordance with the provisions hereof, any other Transaction Document or under the Contracts; (viii) any products liability, environmental liability or other claim by an Obligor claim, investigation, litigation or other third party proceeding arising out of the goods or in connection with goods, insurance or services which that are the subject of or secure any Pool Receivable or the related Contract; (ix) the use commingling of proceeds Collections of Purchases or ReinvestmentsPool Receivables at any time with other funds; (x) the failure of the Seller to pay when due any Taxes, energy surcharges or other governmental charges payable by the Seller in connection with any of the Pool Receivables or this Agreement; (xi) any investigation, litigation or proceeding related to this Agreement, any Agreement or the use of the other Transaction Documents proceeds of purchases or reinvestments or the ownership of any Participation or in respect of any Receivable, Related Security or Contract; (xi) any reduction in Investment as a result of the Pool Receivables distribution of Collections pursuant to Section 1.4, in the event that all or a portion of such distributions shall thereafter be rescinded or otherwise must be returned for any Pool Assetsreason; (xii) any failure tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of a Lock-Box Bank to comply with counsel in defending against the terms same, which may arise by reason of the applicable Lock-Box Agreementpurchase or ownership of any Participation or other interests in the Pool Receivables or in any Related Security or Contract; (xiii) any action taken the failure by the SellerSeller or the Servicer to pay when due any taxes payable by it, including, without limitation, the Servicer franchise taxes and sales, excise or any Originator (or any of their respective Affiliates) personal property taxes payable in connection with the enforcement or collection of any Pool ReceivableReceivables; (xiv) in the case of a Retail Receivable, the failure by the Seller or delay the Servicer to be duly qualified to do business, to be in providing good standing or to have filed appropriate fictitious or assumed name registration documents in any Obligor with an invoice or other evidence of indebtednessjurisdiction; or (xv) the failure of any Deposit Bank to remit any amounts held in its Deposit Account pursuant to the sale instructions of the Servicer whether by reason of the exercise of setoff rights or otherwise. If for any reason the indemnification provided above in this Section 3.1 is unavailable to an Indemnified Party or is insufficient to hold such Indemnified Party harmless, then the Seller shall contribute to such Indemnified Party the amount otherwise payable by such Indemnified Party as a result of such loss, claim, damage or liability to the maximum extent permitted under applicable law (but subject to the exclusions set forth in clauses (a) through (c) above). The obligations of the Seller under this Section 3.1 are limited recourse obligations payable solely from the Collections, the Receivables and pledge of any Pool Receivable under the Transaction Documents to comply Related Security in accordance with the notice requirements priority of FACA or any analogous State or local Lawspayments set forth in Section 1.4.

Indemnities by the Seller. (a) Without limiting any other rights that the Administrator, any Purchaser Agent, any Purchaser, any Liquidity Providerthe Servicer, any other Program Support Provider, the Program Administrator or any director, officer, employee or agent of their respective Affiliates, agents, employees, officers, and directors either such party (each, each an “"Indemnified Party”") may have hereunder or under applicable Lawlaw, the Seller hereby agrees to indemnify each Indemnified Party and hold each Indemnified Party harmless from and against any and all claims, losses, liabilities, obligations, damages, expensespenalties, costsactions, losses judgments, suits, and liabilitiesrelated costs and expenses of any nature whatsoever, including Attorney Costs reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as “"Indemnified Amounts”") which may be imposed on, incurred by or asserted against an Indemnified Party in any way arising out of or resulting from relating to any breach of the Seller's obligations (including its obligations as Subservicer) under this Agreement, the use of proceeds of Purchases or Reinvestments, or any interest therein, Agreement or the purchase ownership of the Purchased Interest Receivables or in respect of any Pool Receivable, Related Security Receivable or any Contract, or in respect of any other Transaction Document except excluding, however, (ai) Indemnified Amounts to the extent resulting from fraud, gross negligence or willful misconduct on the part of such Indemnified Party; Party or (bii) recourse for which indemnification would constitute recourse (except as otherwise specifically provided in this Agreement to be paid by the Seller hereunder) for uncollectible unpaid Purchased Receivables; and (c) in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. Without limiting or being limited by the foregoing, but subject to the exclusions set forth in the preceding sentence, the Seller shall pay within five (5) Business Days after written on demand (which demand shall be accompanied by documentation of the Indemnified Amounts, in reasonable detail) to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the followingfrom: (iA) the failure of any Receivable included in the calculation of the Net Receivables Pool Balance as an Eligible Receivables to be an Eligible Receivable as of the date of such calculation, the failure of any information contained in any Information Package to be true and correct, or the failure of any other information required to be provided to any Purchaser, Purchaser Agent or the Administrator with respect to the Receivables or this Agreement to be true and correct; (ii) the failure of reliance on any representation or warranty made or deemed made by the Seller (or any of its officers, employees or agents) under or in connection with this AgreementAgreement (except with respect to a Purchased Receivable, as to which the Purchaser's remedies are set forth in Section 6.3), any report or any other Transaction Document to information delivered by the Seller pursuant hereto, which shall have been true and correct as of the date incorrect in any material respect when made or deemed mademade or delivered; (iiiB) the failure by the Seller to comply with any term, provision or covenant contained in this Agreement, or any agreement executed by it in connection with this Agreement or with any applicable law, rule or regulation with respect to any Pool Receivable or Purchased Receivable, the related Contract, or the failure nonconformity of any Pool Purchased Receivable or the related Contract to conform to with any such applicable law, rule or regulation;; or (ivC) the failure to vest and maintain vested in the AdministratorPurchaser, for the benefit of each Purchaser Group, First Priority Interest in the Pool Assets or to transfer to the extent required under this Agreement; (v) any commingling of funds Purchaser, legal and equitable title to which the Administrator, any Purchaser Agent or any Purchaser is entitled hereunder with any other funds; (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy and ownership of the ObligorReceivables which are, or are purported to be, Purchased Receivables, together with all Collections in respect thereof, free and clear of any Adverse Claim (except as permitted hereunder) whether existing at the time of the Obligor to the payment Purchase of any Receivable in, or purporting to be in, the Receivables Pool (including a defense based on such Receivable or at any time thereafter. (b) Any Indemnified Amounts subject to the related Contract not being a legalindemnification provisions of this Section shall be paid to the Indemnified Party within five Business Days following demand therefor, valid and binding obligation together with interest at the lesser of such Obligor enforceable against it in accordance with its terms), 12% per annum or any other claim resulting the highest rate permitted by law from the sale date of the goods or services related to demand for such Receivable or the furnishing or failure to furnish such goods or services or relating to collection activities with respect to such Receivable or any Contract related thereto (if such collection activities were performed by the Seller or any of its Affiliates or by any agent or independent contractor retained by the Seller or any of its Affiliates); (vii) any failure of the Seller to perform its duties or obligations in accordance with the provisions hereof, any other Transaction Document or under the Contracts; (viii) any products liability, environmental or other claim by an Obligor or other third party arising out of the goods or services which are the subject of any Pool Receivable or the related Contract; (ix) the use of proceeds of Purchases or Reinvestments; (x) the failure of the Seller to pay when due any Taxes, energy surcharges or other governmental charges payable by the Seller in connection with any of the Pool Receivables or this Agreement; (xi) any investigation, litigation or proceeding related to this Agreement, any of the other Transaction Documents or the ownership of the Pool Receivables or any Pool Assets; (xii) any failure of a Lock-Box Bank to comply with the terms of the applicable Lock-Box Agreement; (xiii) any action taken by the Seller, the Servicer or any Originator (or any of their respective Affiliates) in the enforcement or collection of any Pool Receivable; (xiv) in the case of a Retail Receivable, the failure or delay in providing any Obligor with an invoice or other evidence of indebtedness; or (xv) the failure of the sale and pledge of any Pool Receivable under the Transaction Documents to comply with the notice requirements of FACA or any analogous State or local LawsIndemnified Amount.

Indemnities by the Seller. Without limiting any other rights that the Administrator, any Purchaser Agent, any Purchaser, any Liquidity Provider, the Administrator or any other Program Support Provider, the Program Administrator Provider or any of their respective Affiliates, agents, employees, officers, and directors directors, agents, counsel, successors, transferees or assigns (each, an “Indemnified Party”) may have hereunder or under applicable Lawlaw, the Seller hereby agrees to indemnify each Indemnified Party and hold each Indemnified Party harmless from and against any and all claims, damages, expenses, costs, losses and liabilities, liabilities (including Attorney Costs Costs) (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of or resulting from this AgreementAgreement (whether directly or indirectly), the use of proceeds of Purchases purchases or Reinvestmentsreinvestments, the ownership of the Purchased Interest, or any interest therein, or the purchase of the Purchased Interest or in respect of any Pool Receivable, Related Security or Contract, or in respect of any other Transaction Document except excluding, however: (a) Indemnified Amounts to the extent resulting from fraud, gross negligence or willful misconduct on the part of such Indemnified Party; Party or its officers, directors, agents or counsel, (b) for which indemnification would constitute recourse (except as otherwise specifically provided in this Agreement with respect to be paid by any Receivable to the Seller hereunder) for extent that such Receivable is uncollectible Receivables; and on account of the insolvency, bankruptcy or lack of credit worthiness of the related Obligor, or (c) in respect any overall net income taxes or franchise taxes imposed on such Indemnified Party by the jurisdiction under the laws of Taxes other than which such Indemnified Party is organized or any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimpolitical subdivision thereof. Without limiting or being limited by the foregoing, but and subject to the exclusions set forth in the preceding sentence, the Seller shall pay within five (5) Business Days after written on demand (which demand shall be accompanied by documentation of the Indemnified Amounts, in reasonable detail) to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following: (i) the failure of any Receivable included in the calculation of the Net Receivables Pool Balance as an Eligible Receivables Receivable to be an Eligible Receivable as of the date of such calculationReceivable, the failure of any information contained in any an Information Package to be true and correct, or the failure of any other information required to be provided to any Purchaser, Purchaser Agent such Indemnified Party by the Seller or the Administrator Servicer with respect to the Receivables or this Agreement to be true and correct;, (ii) the failure of any representation representation, warranty or warranty statement made or deemed made by the Seller (or any of its officers, employees or agents) under or in connection with this Agreement, any other Transaction Document Agreement to have been true and correct as of the date made or deemed made in all respects when made;, (iii) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Receivable or the related Contract, or the failure of any Pool Receivable or the related Contract to conform to any such applicable law, rule or regulation;, (iv) the failure to vest in the Administrator, Administrator (for the benefit of each Purchaser Groupthe Purchasers) a valid and enforceable: (A) perfected undivided percentage ownership interest, First Priority Interest to the extent of the Purchased Interest, in the Receivables in, or purporting to be in, the Receivables Pool and the other Pool Assets, or (B) first priority perfected security interest in the Pool Assets to the extent required under this Agreement;Assets, in each case, free and clear of any Adverse Claim, (v) any commingling of funds the failure to which the Administratorhave filed, any Purchaser Agent or any Purchaser is entitled hereunder delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivables in, or purporting to be in, the Receivables Pool and the other funds;Pool Assets, whether at the time of any purchase or reinvestment or at any subsequent time, (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool (including a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the goods or services related to such Receivable or the furnishing or failure to furnish such goods or services or relating to collection activities with respect to such Receivable or any Contract related thereto (if such collection activities were performed by the Seller or any of its Affiliates or by any agent or independent contractor retained by the Seller or any of its Affiliates);Receivable, (vii) any failure of the Seller, any Affiliate of the Seller or the Servicer to perform its duties or obligations in accordance with the provisions hereof, any other Transaction Document hereof or under the Contracts;, (viii) any products liability, environmental liability or other claim by an Obligor claim, investigation, litigation or other third party proceeding arising out of the goods or in connection with merchandise, insurance or services which that are the subject of any Pool Receivable or the related Contract;, (ix) the commingling of Collections at any time with other funds, (x) the use of proceeds of Purchases purchases or Reinvestments; (x) the failure of the Seller to pay when due any Taxesreinvestments, energy surcharges or other governmental charges payable by the Seller in connection with any of the Pool Receivables or this Agreement;or (xi) any investigation, litigation or proceeding related to this Agreement, any reduction in the Aggregate Investment as a result of the other Transaction Documents distribution of Collections pursuant to Section 1.4(d), if all or the ownership a portion of the Pool Receivables such distributions shall thereafter be rescinded or otherwise must be returned for any Pool Assets; (xii) any failure of a Lock-Box Bank to comply with the terms of the applicable Lock-Box Agreement; (xiii) any action taken by the Seller, the Servicer or any Originator (or any of their respective Affiliates) in the enforcement or collection of any Pool Receivable; (xiv) in the case of a Retail Receivable, the failure or delay in providing any Obligor with an invoice or other evidence of indebtedness; or (xv) the failure of the sale and pledge of any Pool Receivable under the Transaction Documents to comply with the notice requirements of FACA or any analogous State or local Lawsreason.

Indemnities by the Seller. Without limiting any other rights that the Administrator, any Purchaser Agent, any Purchaser, any Liquidity Provider, any other Program Support Providersuch Person may have hereunder or under applicable law, the Program Administrator or any of Seller hereby indemnifies and holds harmless, on an after-Tax basis, the Agent and each Purchaser and their respective Affiliates, agents, employees, officers, directors, agents and directors employees (each, each an “Indemnified Party”) may have hereunder or under applicable Law, the Seller hereby agrees to indemnify each Indemnified Party and hold each Indemnified Party harmless from and against any and all damages, losses, claims, damages, expenses, costs, losses and liabilities, penalties, Taxes, costs and expenses (including Attorney Costs attorneys’ fees and court costs) (all of the foregoing being collectively referred to as collectively, the “Indemnified AmountsLosses”) at any time imposed on or incurred by any Indemnified Party arising out of or resulting from this Agreementotherwise relating to any Transaction Document, the use transactions contemplated thereby or the acquisition of proceeds any portion of Purchases or Reinvestmentsthe Sold Interests, or any interest therein, action taken or the purchase omitted by any of the Purchased Interest Indemnified Parties (including any action taken by the Agent as attorney-in-fact for the Seller pursuant to Section 3.4(c)), whether arising by reason of the acts to be performed by the Seller hereunder or in respect of any Pool Receivableotherwise, Related Security or Contract, or in respect of any other Transaction Document except excluding only Indemnified Losses to the extent (a) to the extent resulting such Indemnified Losses result from fraud, gross negligence or willful misconduct on of the part of such Indemnified Party; Party seeking indemnification, (b) for which indemnification such Indemnified Losses result due to Receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor or (c) such Indemnified Losses include Taxes on, or measured by, the overall net income of the Agent or any Purchaser (determined on the assumption that the transactions contemplated hereby would constitute debt for tax purposes); provided, however, that nothing contained in this sentence shall limit the liability of the Seller or any Servicer or limit the recourse (except as of the Agent and each Purchaser to the Seller or any Servicer for any amounts otherwise specifically provided in this Agreement to be paid by the Seller or the Servicer hereunder) for uncollectible Receivables; and (c) in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. Without limiting the foregoingforegoing indemnification, but subject to the exclusions limitations set forth in clauses (a), (b) or (c) of the preceding previous sentence, the Seller shall pay within five (5) Business Days after written demand (which demand shall be accompanied by documentation of the Indemnified Amounts, in reasonable detail) to indemnify each Indemnified Party for Indemnified Losses (including losses in respect of uncollectible Receivables, regardless for these specific matters whether reimbursement therefor would constitute recourse to the Seller, the Master Servicer or any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts Subservicer) relating to or resulting from any of the followingfrom: (i) the failure of any Receivable included in the calculation of the Net Receivables Pool Balance as an Eligible Receivables to be an Eligible Receivable as of the date of such calculation, the failure of any information contained in any Information Package to be true and correct, or the failure of any other information required to be provided to any Purchaser, Purchaser Agent or the Administrator with respect to the Receivables or this Agreement to be true and correct; (ii) the failure of any representation or warranty made or deemed made by the Seller or any Servicer (or any employee or agent of its officers, employees the Seller or agentsany Servicer) under or in connection with this Agreement, any Daily Report, Weekly Report, Bi-Monthly Report or any other Transaction Document to information or report delivered by the Seller or any Servicer pursuant hereto, which shall have been true and correct as of the date false or incorrect in any material respect when made or deemed made; (iiiii) the failure by the Seller or any Servicer to comply with any applicable law, rule or regulation with respect related to any Pool Receivable or the related ContractReceivable, or the failure nonconformity of any Pool Receivable or the related Contract to conform to with any such applicable law, rule or regulation; (iviii) the failure of the Seller to vest and maintain vested in the AdministratorAgent, for the benefit of each Purchaser Groupthe Agents and the Purchasers, First Priority Interest a first priority perfected ownership or security interest in the Pool Assets Sold Interests and the property conveyed pursuant to this Agreement and the extent required under this AgreementRelated Assets, free and clear of any Adverse Claim; (viv) any commingling of funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled hereunder with any other funds; (v) any failure of any Origination Home Closing Agent to comply with the terms of any Servicer’s instruction to send Origination Home sale closing proceeds to the Collection Account; (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool (including a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms)Receivable, or any other claim resulting from the sale or lease of the goods or the rendering of services related to such Receivable or the furnishing or failure to furnish any such goods or services or relating other similar claim or defense not arising from the financial inability of any Obligor to collection activities with respect to such Receivable or any Contract related thereto (if such collection activities were performed by the Seller or any of its Affiliates or by any agent or independent contractor retained by the Seller or any of its Affiliates)pay undisputed indebtedness; (vii) any failure of the Seller or any Servicer to perform its duties or obligations in accordance with the provisions hereofof this Agreement, any other Transaction Document or under any Relocation Services Agreement to which the ContractsSeller or any Servicer is a party (as Seller, Servicer or otherwise); (viii) any products liabilitytax or governmental fee or charge (other than franchise taxes and taxes on or measured by the net income of any Purchaser), environmental all interest and penalties thereon or other claim with respect thereto, and all out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by an Obligor or other third party arising out reason of the goods purchase or services which are ownership of the subject of any Pool Receivable or the related Contract;Receivables; or (ix) the use of proceeds of Purchases any environmental liability claim, products liability claim or Reinvestments; (x) the failure of the Seller to pay when due any Taxes, energy surcharges personal injury or property damage suit or other governmental charges payable by the Seller similar or related claim or action of whatever sort, arising out of or in connection with any Receivable or any other suit, claim or action of the Pool Receivables or this Agreement; (xi) any investigation, litigation or proceeding related whatever sort relating to this Agreement, any of the other Transaction Documents or the ownership of the Pool Receivables or any Pool Assets; (xii) any failure of a Lock-Box Bank including without limitation with respect to comply with the terms of the applicable Lock-Box Agreement; (xiii) any action taken by the Sellerinvestigation, the Servicer or any Originator (or any of their respective Affiliates) in the enforcement or collection of any Pool Receivable; (xiv) in the case of a Retail Receivable, the failure or delay in providing any Obligor with an invoice or other evidence of indebtedness; or (xv) the failure of the sale laboratory and pledge of any Pool Receivable under the Transaction Documents to comply with the notice requirements of FACA or any analogous State or local Lawsconsultants’ fees).

Indemnities by the Seller. Without limiting any other rights that the AdministratorAdministrative Agent, any each Purchaser Agent, any Purchaser, any Liquidity Provider, any other each Program Support Provider, the Program Administrator or any of Provider and each Purchaser and their respective Affiliates, employees, agents, employeessuccessors, officers, and directors transferees or assigns (each, an “Indemnified Party”) may have hereunder or under applicable Law, the Seller hereby agrees to indemnify each Indemnified Party and hold each Indemnified Party harmless 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 referred to as “Indemnified Amounts”) arising out of or resulting from this AgreementAgreement or any other Transaction Document (whether directly or indirectly), the transactions contemplated thereby or the use of proceeds of Purchases or ReinvestmentsReinvestments or the ownership or acquisition of any portion of the Receivables Interest, or any interest therein, or the purchase any action taken or omitted by any of the Purchased Interest Indemnified Parties in connection therewith (including any action taken by the Administrative Agent as attorney-in-fact for the Seller or the Servicer hereunder or under any other Transaction Document), whether arising by reason of the acts to be performed by the Seller hereunder or otherwise, or arising in respect of any Pool Receivable, Related Security Receivable or any Contract, or in respect of any other Transaction Document except excluding, however, (a) Indemnified Amounts to the extent resulting finally determined by a court of competent jurisdiction to have resulted from fraud, gross negligence or willful misconduct on the part of such Indemnified Party; Party and (b) Indemnified Amounts in respect of taxes, which shall be governed exclusively by Section 1.9; provided, however, that nothing contained in this sentence shall limit the liability of the Seller or the Servicer or limit the recourse of any Indemnified Party to the Seller or the Servicer for which indemnification would constitute recourse (except as any amounts otherwise specifically provided in this Agreement to be paid by the Seller or the Servicer hereunder) for uncollectible Receivables; and (c) in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. Without limiting Any Indemnified Amounts shall be paid by the foregoing, but subject Seller to the exclusions set forth in the preceding sentence, the Seller shall pay applicable Indemnified Party within five (5) Business Days after following such Indemnified Party’s written demand (which demand shall be accompanied by documentation of the Indemnified Amountstherefor, setting forth, in reasonable detail) , the calculation of such amount and the basis of such demand. Without limiting the foregoing, and subject to the exclusions and timing set forth in the preceding sentences, the Seller shall pay each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following: (i) the failure of any Pool Receivable included in the calculation of the Net Receivables Pool Balance as an Eligible Receivables Receivable to be an Eligible Receivable as of the date of such calculationReceivable, the failure of any information contained in any Information Package a Monthly Receivables Report or Interim Receivables Report to be true and correct, or the failure of any other information required to be provided to any Purchaser, a Purchaser Agent or the Administrator Administrative Agent with respect to the Pool Receivables or this Agreement to be true and correct; (ii) the failure of any representation or warranty or statement (i) made in writing, or (ii) deemed made in connection with the daily Reinvestment of Collections pursuant to Section 1.4 by the Seller (Ixxxxx, as Servicer or any of its officersotherwise, employees or agents) under or in connection with this Agreement, the Receivables Sale Agreement or any other Transaction Document to have been true and correct as of the date made or deemed in all respects when made; (iii) the failure by the Seller or the Servicer to comply with any covenant set forth in Exhibit IV or Exhibit VI or the failure by the Originator to comply with any covenant set forth in the Receivables Sale Agreement; (iv) the failure by the Seller or Ixxxxx, as Servicer or otherwise, to comply with any applicable law, rule or regulation Law with respect to any Pool Receivable or the related Contract, ; or the failure of any Pool Receivable or the related Contract to conform to any such applicable law, rule or regulationLaw; (ivv) the failure to vest in the AdministratorAdministrative Agent, for the benefit of each Purchaser Groupthe Secured Parties, First Priority Interest a valid and enforceable (A) perfected security interest in the Pool Assets to Receivables and the extent required under this Agreement; Related Security and Collections with respect thereto and (vB) first priority perfected security interest in the Pool Assets, in each case, free and clear of any commingling of funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled hereunder with any other fundsAdverse Claim; (vi) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable Laws with respect to (i) any Pool Receivables and the Related Security and Collections in respect thereof, or (ii) the Pool Assets, whether at the time of any Purchase or Reinvestment or at any subsequent time; (vii) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable in(including, or purporting to be in, the Receivables Pool (including a defense based on such Pool Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale or lease of the goods or the rendering of services related to such Pool Receivable or the furnishing or failure to furnish any such goods or services or relating to collection activities with respect to such Pool Receivable or any Contract related thereto (if such collection activities were performed by the Seller or any of its Affiliates acting as Servicer or by any agent or independent contractor retained by the Seller or any of its Affiliates); (viiviii) any failure of the Seller or Ixxxxx, as Originator, Servicer or otherwise or any other Originator, to perform its duties or obligations in accordance with the provisions hereof, hereof or any other Transaction Document to which it is a party or to perform its duties or obligations under the Contracts; (viiiix) any products liabilityliability claim, environmental liability claim, personal injury claim, property damage suit or other claim by an Obligor claim, investigation, litigation or other third party proceeding arising out of the goods or in connection with (a) merchandise, insurance or services which are the subject of any Contract, (b) any Transaction Document or (c) a Pool Receivable or the related Contract; (ix) the use of proceeds of Purchases or Reinvestments; (x) the failure commingling of Collections of Pool Receivables at any time with other funds of the Seller to pay when due or any Taxes, energy surcharges or other governmental charges payable by the Seller in connection with any of the Pool Receivables or this AgreementIxxxxx Entity; (xi) any investigation, litigation or proceeding related to this Agreement, Agreement or any of the other Transaction Documents Document or the use of proceeds of Purchases or Reinvestments or the ownership of the Pool Receivables Interest or in respect of any Pool AssetsAsset, Pool Receivable, Related Security or Contract; (xii) any reduction in Capital as a result of the distribution of Collections pursuant to Section 1.4(d), in the event that all or a portion of such distributions shall thereafter be rescinded or otherwise must be returned for any reason; (xiii) the Seller’s or the Originator’s failure to pay when due any taxes (including sales, excise or personal property taxes) payable in connection with the Pool Receivables; (xiv) the failure to vest in the Seller all right, title and interest in the Pool Receivables purchased by the Seller from the Originator pursuant to the Receivables Sale Agreement, free and clear of any Adverse Claim; (xv) any failure of the Seller to give reasonably equivalent value to the Originator in consideration of the transfer by the Originator to the Seller of any Receivables, or any attempt by any Person to void any such transfer under statutory provisions or common law or equitable action, including any provision of the Bankruptcy Code; (xvi) any failure of a Lock-Box Blocked Account Bank to comply with the terms of the applicable Lock-Box Agreement; (xiii) Blocked Account Agreement which results from any action taken by act or failure to act on the Seller, part of the Servicer Seller or any Originator (or any of their respective Affiliates) in the enforcement or collection of any Pool Receivable; (xiv) in the case of a Retail Receivable, the failure or delay in providing any Obligor with an invoice or other evidence of indebtednessServicer; or (xvxvii) any rebate or discount granted to the failure of the sale and pledge Obligor of any Pool Receivable under to the Transaction Documents extent such rebate or discount gives rise to comply a Deemed Collection and a payment with the notice requirements of FACA or any analogous State or local Lawsrespect to such Deemed Collection was not timely received as otherwise required hereunder.

Indemnities by the Seller. Without limiting any other rights that the Administrator, any the Purchasers, the Purchaser AgentAgents, the Liquidity Providers, any Purchaser, any Liquidity Provider, any other Program Support Provider, the Program Administrator Provider or any of their respective Affiliates, agents, employees, officers, and directors directors, agents, counsel, successors, transferees or permitted assigns (each, an “Indemnified Party”) may have hereunder or under applicable Applicable Law, the Seller hereby agrees to indemnify each Indemnified Party and hold each Indemnified Party harmless from and against any and all claims, damages, expenses, costs, losses and losses, liabilities, penalties and taxes (including Attorney Costs Costs) (all of the foregoing being collectively referred to as “Indemnified Amounts”) at any time imposed on or incurred by any Indemnified Party arising out of or resulting from this Agreementotherwise relating to any Transaction Document, the use transactions contemplated thereby or the acquisition of proceeds any portion of Purchases or Reinvestmentsthe Purchased Interest, or any interest therein, action taken or the purchase omitted by any of the Purchased Interest Indemnified Parties (including any action taken by the Administrator as attorney-in-fact for the Seller, the Transferor or in respect of any Pool Receivable, Related Security Originator hereunder or Contract, or in respect of under any other Transaction Document except Document) whether arising by reason of the acts to be performed by the Seller hereunder or otherwise, excluding only Indemnified Amounts to the extent: (a) to the extent resulting a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from fraud, gross negligence or willful misconduct on of the part Indemnified Party seeking indemnification, (b) due to the credit risk of the Obligor and for which reimbursement would constitute recourse to the Transferor, any Originator or the Servicer for uncollectible Receivables or (c) other than in the case of clause (xiii) below, such Indemnified Amounts include taxes imposed or based on, or measured by, the gross or net income or receipts of such Indemnified PartyParty by the jurisdiction under the laws of which such Indemnified Party is organized, operates or where its principal executive office is located (or any political subdivision thereof); (b) provided, however, that nothing contained in this sentence shall limit the liability of the Seller or the Servicer or limit the recourse of any Indemnified Party to the Seller or the Servicer for which indemnification would constitute recourse (except as any amounts otherwise specifically provided in this Agreement to be paid by the Seller or the Servicer hereunder) for uncollectible Receivables; and (c) in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. Without limiting the foregoingforegoing indemnification, but and subject to the exclusions set forth in the preceding sentence, the Seller shall pay within five (5) Business Days after written demand (which demand shall be accompanied by documentation of the Indemnified Amounts, in reasonable detail) to indemnify each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all for Indemnified Amounts (including losses in respect of uncollectible Receivables regardless for purposes of these specific matters whether reimbursement therefor would constitute recourse to the Seller or the Servicer, except as set forth in subclause (viii) below) relating to or resulting from any of the following: (i) the failure of any Receivable included in the calculation of the Net Receivables Pool Balance as an Eligible Receivables Receivable to be an Eligible Receivable as of the date of such calculationReceivable, the failure of any information contained in any Information Package or any Interim Report to be true and correct, or the failure of any other information required to be provided in writing to any Purchaser, Purchaser Agent or the Administrator with respect to the Receivables or this Agreement to be true and correct; (ii) the failure of any representation representation, warranty or warranty statement made or deemed made by the Seller (or any employee, officer or agent of its officers, employees or agentsthe Seller) under or in connection with this Agreement, any other Transaction Document Document, any Information Package, any Interim Report or any other information or report delivered by or on behalf of the Seller pursuant hereto to have been true and correct as of the date made or deemed made when made; (iii) the failure by the Seller to comply with any applicable law, rule or regulation with respect Applicable Law related to any Pool Receivable or the related Contract, or the failure of any Pool Receivable or the related Contract to conform to or the non-conformity of any Receivable or the related Contract with any such applicable law, rule or regulationApplicable Law; (iv) the failure of the Seller to vest and maintain vested in the Administrator, for Administrator (on behalf of the benefit of each Purchaser Group, First Priority Interest Secured Parties) a first priority perfected ownership interest or security interest in the Pool Assets to Purchased Interest and the extent required under this Agreementproperty conveyed hereunder, free and clear of any Lien; (v) any commingling of funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled hereunder with any other funds; (vi) the failure to have filed, in accordance with the requirements of this Agreement or any other Transaction Document, financing statements (including as-extracted collateral filings) or other similar instruments or documents under the UCC of each applicable jurisdiction or other Applicable Laws with respect to any Receivables in, or purporting to be in, the Receivables Pool and the other Pool Assets, whether at the time of any Purchase or at any subsequent time; (vii) any failure of a Lock-Box Bank to comply with the terms of the applicable Lock-Box Agreement; (viii) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool (including without limitation a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale or lease of the goods or the rendering of services related to such Receivable or the furnishing or failure to furnish any such goods or services or relating other similar claim or defense not arising from the financial inability of any Obligor to collection activities with respect to such Receivable or any Contract related thereto (if such collection activities were performed by the Seller or any of its Affiliates or by any agent or independent contractor retained by the Seller or any of its Affiliates)pay undisputed indebtedness; (viiix) any failure of the Seller to perform its duties or obligations in accordance with the provisions hereof, of this Agreement or any other Transaction Document or under the Contractsto which it is a party; (viiix) any action taken by the Administrator as attorney-in-fact for the Seller, the Transferor or any Originator pursuant to this Agreement or any other Transaction Document; (xi) any environmental liability claim or products liability, environmental liability claim or other claim by an Obligor claim, investigation, litigation or other third party proceeding, arising out of the goods or in connection with merchandise, insurance or services which that are the subject of any Pool Receivable or the related Contract; (ix) the use of proceeds of Purchases or Reinvestments; (xxii) the failure of by the Seller to pay when due any Taxestaxes, energy surcharges including, without limitation, sales, excise or other governmental charges payable by the Seller in connection with any of the Pool Receivables or this Agreement; (xi) any investigation, litigation or proceeding related to this Agreement, any of the other Transaction Documents or the ownership of the Pool Receivables or any Pool Assets; (xii) any failure of a Lock-Box Bank to comply with the terms of the applicable Lock-Box Agreementpersonal property taxes; (xiii) any action taken by taxes arising because a Purchase or the SellerPurchased Interest is not treated for U.S. federal, the Servicer or any Originator (or any of their respective Affiliates) in the enforcement or collection of any Pool Receivablestate and local income and franchise tax purposes as intended under Section 5.17(a); (xiv) the use of proceeds of purchases or reinvestments or the issuance of any Letter of Credit; (xv) any reduction in Capital as a result of the case distribution of Collections pursuant to Section 1.4(d), if all or a Retail Receivable, portion of such distributions shall thereafter be rescinded or otherwise must be returned for any reason; (xvi) any failure by the failure or delay in providing Seller to pay any Obligor with an invoice premium or other evidence amount when due under the terms of indebtednessany Credit Insurance Policy in respect of Insured Receivables, to keep any Credit Insurance Policy in respect of Insured Receivables in force or to make or perfect any claim for reimbursement under any Credit Insurance Policy in respect of Insured Receivables; or (xvxvii) any insurance premium payments paid by the failure Administrator on any Credit Insurance Policy in respect of the sale and pledge of any Pool Receivable under the Transaction Documents to comply Insured Receivables in accordance with the notice requirements of FACA or any analogous State or local Lawsthis Agreement.

Indemnities by the Seller. Without limiting any other rights that the Administrator, Administrative Agent or any Purchaser Agentmay have hereunder or under applicable law, any Purchaser, any Liquidity Provider, any other Program Support Provider, Seller hereby agrees to indemnify (and pay upon demand to) the Program Administrator or any of Administrative Agent and each Purchaser and their respective Affiliates, agents, employeesassigns, officers, directors, agents and directors employees (each, each an “Indemnified Party”) may have hereunder or under applicable Law, the Seller hereby agrees to indemnify each Indemnified Party and hold each Indemnified Party harmless from and against any and all damages, losses, claims, damagestaxes, expensesliabilities, costs, losses expenses and liabilitiesfor all other amounts payable, including Attorney Costs reasonable attorneys’ fees (which attorneys may be employees of the Administrative Agent or such Purchaser) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or resulting from as a result of this Agreement, the use of proceeds of Purchases or Reinvestments, or any interest therein, Agreement or the purchase acquisition, either directly or indirectly, by a Purchaser of an interest in the Receivables, excluding, however, in all of the Purchased Interest or in respect of any Pool Receivable, Related Security or Contract, or in respect of any other Transaction Document except foregoing instances: (a) Indemnified Amounts to the extent resulting a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from fraud, gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification; (b) Indemnified Amounts to the extent the same includes losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; or (c) taxes imposed by the jurisdiction in which such Indemnified Party’s principal executive office is located, on or measured by the overall net income of such Indemnified Party to the extent that the computation of such taxes is consistent with the intended characterization for income tax purposes of the acquisition by the Purchasers of Purchaser Interests as a loan or loans by the Purchasers to Seller secured by the Receivables, the Related Security, the Collection Accounts and the Collections; (b) provided, however, that nothing contained in this sentence shall limit the liability of Seller or limit the recourse of the Purchasers to Seller for which indemnification would constitute recourse (except as amounts otherwise specifically provided in this Agreement to be paid by Seller under the Seller hereunder) for uncollectible Receivables; and (c) in respect terms of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimthis Agreement. Without limiting the foregoinggenerality of the foregoing indemnification, but subject to the exclusions set forth in the preceding sentenceclauses (a), the (b) and (c) above, Seller shall pay within five (5) Business Days after written demand (which demand shall be accompanied by documentation of indemnify the Indemnified Amounts, in reasonable detail) to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Parties for Indemnified Amounts (including, without limitation, losses in respect of uncollectible receivables, regardless of whether reimbursement therefor would constitute recourse to Seller) relating to or resulting from any of the followingfrom: (i) the failure of any Receivable included in the calculation of the Net Receivables Pool Balance as an Eligible Receivables Receivable to be an Eligible Receivable as of at the date of such calculation, the failure of any information contained in any Information Package to be true and correct, or the failure of any other information required to be provided to any Purchaser, Purchaser Agent or the Administrator with respect to the Receivables or this Agreement to be true and correcttime so included; (ii) the failure of any representation or warranty made by Seller, CRF I or deemed made by the Seller Originator (or any officers of its officers, employees or agentsany such Person) under or in connection with this Agreement, any other Transaction Document to or any other written information or report delivered by any such Person pursuant hereto or thereto, which shall have been true and correct as of the date false or incorrect when made or deemed made; (iii) the failure by the Seller Seller, CRF I or Originator to comply with any applicable law, rule or regulation with respect to any Pool Receivable or the Contract related Contractthereto, or the failure nonconformity of any Pool Receivable or the related Contract to conform to included therein with any such applicable law, rule or regulation, the violation of which shall cause the Receivables to be uncollectible or unenforceable by Seller, the Administrative Agent or the Purchasers in whole or in part, or any failure of CRF I or Originator to keep or perform any of its obligations, express or implied, with respect to any Contract; (iv) any failure of Seller, CRF I or Originator to perform its duties, covenants or other obligations in accordance with the failure to vest in the Administrator, for the benefit provisions of each Purchaser Group, First Priority Interest in the Pool Assets to the extent required under this AgreementAgreement or any other Transaction Document; (v) any commingling products liability, personal injury or damage suit, or other similar claim arising out of funds to which or in connection with merchandise, insurance or services that are the Administrator, subject of any Purchaser Agent Contract or any Purchaser is entitled hereunder with any other fundsReceivable; (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable in(including, or purporting to be inwithout limitation, the Receivables Pool (including a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale provision of the goods goods, electricity, gas or services related to such Receivable or the furnishing or failure to furnish such goods goods, electricity, gas or services or relating to collection activities with respect to such Receivable or any Contract related thereto (if such collection activities were performed by the Seller or any of its Affiliates or by any agent or independent contractor retained by the Seller or any of its Affiliates)services; (vii) the commingling of Collections of Receivables at any failure of the Seller to perform its duties or obligations in accordance time with the provisions hereof, any other Transaction Document or under the Contractsfunds; (viii) any products liability, environmental or other claim by an Obligor or other third party arising out of the goods or services which are the subject of any Pool Receivable or the related Contract; (ix) the use of proceeds of Purchases or Reinvestments; (x) the failure of the Seller to pay when due any Taxes, energy surcharges or other governmental charges payable by the Seller in connection with any of the Pool Receivables or this Agreement; (xi) any investigation, litigation or proceeding initiated by a party other than a Purchaser or the Administrative Agent related to or arising from this Agreement, any other Transaction Document, the Servicing Agreement or any other Basic Document (as defined in the Servicing Agreement), the transactions contemplated hereby, the use of the other Transaction Documents proceeds of an Incremental Purchase or a Reinvestment, the ownership of the Pool Receivables Purchaser Interests or any Pool Assetsother investigation, litigation or proceeding relating to Seller, CRF I or Originator in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby, provided that Seller shall have no obligation to indemnify any Indemnified Party under this paragraph (viii) for Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification; (ix) any inability to litigate any claim against any Obligor in respect of any Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding; (x) any Amortization Event described in Section 9.1(d); (xi) any failure of Seller to acquire and maintain legal and equitable title to, and ownership of any Receivable and the Related Security and Collections with respect thereto from the applicable Transferor, free and clear of any Adverse Claim (other than as created hereunder); or any failure of Seller to give reasonably equivalent value to a Transferor under the applicable Sale Agreement in consideration of the transfer by such Transferor of any Receivable, or any attempt by any Person to void such transfer under statutory provisions or common law or equitable action; (xii) any failure of a Lock-Box Bank to comply with vest and maintain vested in the terms Administrative Agent for the benefit of the applicable Lock-Box AgreementPurchasers, or to transfer to the Administrative Agent for the benefit of the Purchasers, legal and equitable title to, and ownership of, a first priority perfected undivided percentage ownership interest (to the extent of the Purchaser Interests contemplated hereunder) or security interest in the Receivables, the Related Security and the Collections, free and clear of any Adverse Claim (except as created by the Transaction Documents); (xiii) the failure to have filed, or any action taken by delay in filing, financing statements or other similar instruments or documents under the SellerUCC of any applicable jurisdiction or other applicable laws with respect to any Receivable, the Servicer or any Originator (or any of their respective Affiliates) in Related Security and Collections with respect thereto, and the enforcement or collection proceeds of any Pool Receivablethereof, whether at the time of any Incremental Purchase or Reinvestment or at any subsequent time; (xiv) any action or omission by Seller (other than in accordance with or as contemplated by this Agreement or any other Transaction Document) which reduces or impairs the case rights of a Retail Receivable, the failure Administrative Agent or delay in providing the Purchasers with respect to any Obligor Receivable and the Related Security and Collections with an invoice respect thereto or other evidence the value of indebtednessany such Receivable and the Related Security and Collections with respect thereto; orand (xv) the failure of the sale and pledge of any Pool Receivable attempt by any Person to void any Incremental Purchase or Reinvestment hereunder under the Transaction Documents to comply with the notice requirements of FACA statutory provisions or any analogous State common law or local Lawsequitable action.