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:

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 LC Bank or any of their respective Affiliates, agents, employees, officers, and directors directors, agents, counsel, successors 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 losses, liabilities and liabilitiespenalties (including reasonable Attorney Costs), including Attorney Costs but excluding Taxes (all of the foregoing being collectively referred to as “Indemnified Amounts”) at any time awarded against or incurred by such Indemnified Party arising out of of, relating to or resulting from this Agreementin connection with the Transaction Documents, the use of proceeds of Purchases or ReinvestmentsLC Collateral Account, or any interest thereinthe transactions contemplated thereby (including the issuance of, or the purchase fronting for, any Letter of Credit), or the ownership, maintenance or funding, directly or indirectly, of the Purchased Interest (or in respect any part thereof), the issuance of or drawing on any Pool Receivable, Related Security or ContractLetter of Credit, or in respect of or related to the Pool Receivables or any other Related Security or otherwise arising out of or relating to or in connection with the actions of the Seller (including any action taken by the Administrator as attorney-in-fact for the Seller or any Originator under any Transaction Document except (a) Document), provided, however, notwithstanding anything to the contrary in this provision, that such indemnity shall not, as to any Indemnified Party, be available to the extent resulting that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction in a final and nonappealable judgment to have resulted from fraudthe bad faith, gross negligence or willful misconduct on the part of such Indemnified Party; , (by) for which indemnification would constitute recourse (except as otherwise specifically provided in this Agreement to be paid result from a claim brought by the Seller hereunderagainst an Indemnified Party for breach of such Indemnified Party’s obligations under this Agreement or under any other Transaction Document, if the Seller has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) for uncollectible Receivables; and (c) in constitute recourse with respect to a Pool Receivable by reason of Taxes other than any Taxes that represent lossesthe bankruptcy or insolvency, claimsor the financial or credit condition or financial default, damages, etc. arising from any non-Tax claimof the related Obligor. Without limiting the foregoing, but the Seller shall indemnify, subject to the exclusions express limitations set forth in the preceding sentencethis provision, 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 and hold harmless each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against for any and all Indemnified Amounts incurred by any of them arising out of, relating to or resulting from any of the followingin connection with:

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:

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:

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:

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:

Indemnities by the Seller. Without limiting any other rights that the Administrator, any the Purchaser AgentAgents, the Purchasers, the Liquidity Banks, 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 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 Investments or Reinvestments, the ownership of any portion of the Purchased Assets, 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, counsel, successors, transferees or permitted assigns or (b) any indemnification which has the effect of recourse for which indemnification would constitute recourse the non-payment of the Receivables to any indemnitor (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 claimAgreement). 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:

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:

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:

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 Related CP Issuers, 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:

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:

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 actually incurred) (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 Support Assets; 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 4.03 (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 3.01), 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):

Indemnities by the Seller. Without limiting any other rights that the Administrator, any Purchaser Agentthe Issuer, 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 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 to be paid by the Seller hereunderAgreement) for uncollectible Receivables; and , 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:

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:

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):

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 the related Bank 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) any income taxes or any other tax or fee measured by income incurred by or receipts of such Indemnified Party, arising out of or as a result of this Agreement or the ownership of Receivable Interests or in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from Receivable or any non-Tax claimContract. 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:

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:

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:

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”) 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 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 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 or Reinvestmentsthe Sold 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 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) 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 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 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) relating to or resulting from any of the followingfrom:

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:

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:

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 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 each the Purchaser and any successors and permitted assigns (including, without limitation, the Conduit Investors, the Bank Investors, the Agent, the Administrative Agents, the Collateral Agents, the Liquidity Providers and the Credit Support Providers) and their respective officers, directors and employees (collectively, “Indemnified Party and hold each Indemnified Party harmless Parties”) from and against any and all damages, losses, claims, damagesliabilities, costs and expenses, costsincluding, losses without limitation, reasonable attorneys’ fees (which such attorneys may be employees of any Liquidity Provider, any Credit Support Provider, the Agent, any Administrative Agent, any Collateral Agent or the Purchaser, as applicable) and liabilities, including Attorney Costs disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them in any action or proceeding between the Seller or any Parent Group Member (including any Parent Group Member, in its capacity as the Collection Agent) and any of the Indemnified Parties or between any of the Indemnified Parties and any third party or otherwise arising out of or resulting from as a result of this Agreement, the use other Transaction Documents, the ownership or maintenance, either directly or indirectly, by the Purchaser and its assigns of proceeds of Purchases or Reinvestments, Receivables and Related Assets or any interest therein, or the purchase of the Purchased Interest other transactions contemplated hereby or in respect of any Pool Receivablethereby, Related Security or Contractexcluding, or in respect of any other Transaction Document except however, (ai) Indemnified Amounts to the extent resulting from fraud, gross negligence or willful misconduct on the part of such an Indemnified Party; Party or (bii) for which indemnification would constitute recourse (except as otherwise specifically provided in this Agreement to be paid by the Seller hereunderAgreement) 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 generality of 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:

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:

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:

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”"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”"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:

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:

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 “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 “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 Indemnified Party; Party seeking indemnification and (b) for which indemnification would constitute recourse Taxes that are covered by Section 5.03 (except other than (I) as otherwise specifically provided in this Agreement to be paid by the Seller hereunder) for uncollectible Receivables; set forth below and (cII) 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 Indemnified Party any and all amounts necessary to indemnify such 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):

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:

Indemnities by the Seller. Without limiting any other rights that the AdministratorBuyer and its respective officers, any Purchaser Agent, any Purchaser, any Liquidity Provider, any other Program Support Provider, the Program Administrator or any of their respective Affiliates, agentsdirectors, employees, officers, agents and directors 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 damages, losses, claims, damagesliabilities, expensesdeficiencies, costs, losses disbursements and liabilitiesexpenses, including Attorney Costs including, without limitation, interest, penalties, amounts paid in settlement and reasonable attorneys’ fees (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 Receivablefollowing (excluding, Related Security or Contracthowever, or in respect of any other Transaction Document except (a) Indemnified Amounts to the extent resulting such Indemnified Amounts resulted from fraud, gross negligence or willful misconduct on the part of such Indemnified Party; , (b) for which indemnification would constitute recourse (except any income taxes or any other tax or fee measured by income incurred by such Indemnified Party arising out of or as otherwise specifically provided in a result of this Agreement to be paid by or the Seller hereunder) for uncollectible Receivables; ownership of Purchased Receivables and (c) Indemnified Amounts arising solely from a delay in payment, or default by, an Obligor with respect of Taxes to any Receivable (other than any Taxes that represent lossesdelay or default arising out of any discharge, claimsclaim, damages, etc. offset or defense of the Obligor to the payment of any Purchased Receivable arising from any non-Tax claim. Without limiting the foregoingactions or omissions of the Seller (including, without limitation, a defense based 25 on such Purchased Receivable not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms, but subject to the exclusions set forth excluding any defense based on a discharge 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:bankruptcy)):

Indemnities by the Seller. Without limiting any other rights that the Administrator, any Purchaser Administrative Agent, any Purchaserthe Managing Agents, any Liquidity Providerthe Conduit Purchasers, any other Program Support Providerthe Committed Purchasers, the Program Administrator Support Providers or any of their respective Affiliates, agents, employees, officers, and directors Affiliates (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 damages, losses, claims, damagesliabilities, expensesdeficiencies, costs, losses disbursements and liabilitiesexpenses, including Attorney Costs including, without limitation, interest, penalties, amounts paid in settlement and reasonable attorneys' fees (all of the foregoing being collectively referred to as “"Indemnified Amounts”") arising out of or resulting from this Agreement, Agreement or any other Transaction Document or the use of proceeds of Purchases purchases or Reinvestments, or any interest therein, reinvestments 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 a final non-appealable judgment of a court of competent jurisdiction finds that such Indemnified Amounts resulted 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 Receivables that are uncollectible Receivables; and solely on account of the insolvency, bankruptcy or financial inability of the Obligor to pay or (c) any income, franchise, profits, branch profits or similar taxes incurred by such Indemnified Party arising out of or as a result of this Agreement or the ownership of Receivable Interests or in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from Receivable or any non-Tax claimContract. 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 following:following (including, without limitation, Indemnified Amounts arising on account of uncollectible Receivables, but excluding Indemnified Amounts and taxes described in clauses (a) and (c) above):

Indemnities by the Seller. Without limiting any other rights that which the Administrator, any Purchaser Deal Agent, any Purchaser, any Liquidity Provider, any other Program Support Providerthe Backup Servicer, the Program Administrator Collateral Custodian, the Liquidity Agent, the Secured Parties or any of their respective Affiliates, agents, employees, officers, and directors (each, an “Indemnified Party”) Affiliates may have hereunder or under applicable Lawlaw, the Seller hereby agrees to indemnify the Deal Agent, the Backup Servicer, the Collateral Custodian, the Liquidity Agent, the Secured Parties, and each Indemnified Party of their respective Affiliates and hold each Indemnified Party harmless officers, directors, employees and agents thereof from and against any and all damages, losses, claims, damages, 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, but excluding allocations of overhead expenses of any such Indemnified Party or other non-monetary damages of any such Indemnified Party 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 the Purchased Asset Interest or in respect of any Pool Receivable, Related Security Asset 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 the Deal Agent, the Backup Servicer, the Collateral Custodian, the Liquidity Agent, such Indemnified Party; Secured Parties or such Affiliate and (b) for which indemnification would constitute recourse (except as otherwise specifically with respect to payment and performance of obligations provided for in this Agreement to be paid by Agreement) for Defaulted Contracts. If the Seller hereunder) for uncollectible Receivables; has made any indemnity payment pursuant to this Section 8.1 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 indemnify the Deal Agent, the Backup Servicer, the Collateral Custodian, the Liquidity Agent, the Secured Parties and each of the Indemnified Amountstheir respective Affiliates and officers, in reasonable detail) to each Indemnified Party any directors, employees and all amounts necessary to indemnify such Indemnified Party from and against any and all agents thereof for Indemnified Amounts relating to or resulting from any of the followingfrom:

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 Investors, the Program Administrator Collection Account Bank, the Banks or any of their respective Affiliates, agents, employees, officers, and directors Affiliates (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 reasonable attorneys' fees) (all of the foregoing being collectively referred to as “"Indemnified Amounts”") arising out of or resulting from this Agreement, Agreement or the other Transaction Documents or the use of proceeds of Purchases purchases or Reinvestments, or any interest therein, reinvestments 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 found in a final non-appealable judgment of a court of competent jurisdiction to have resulted 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; and Receivables or (c) any income taxes incurred by such Indemnified Party arising out of or as a result of this Agreement or the ownership of Receivable Interests or in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from Receivable or any non-Tax claimContract. 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 shall, after written demand (which written demand shall be accompanied by documentation set forth reasonable evidence of the any such Indemnified Amounts), pay, from Collections and amounts on deposit in reasonable detail) the Excess Collections Account and Reserve Account in accordance with Section 5.02, 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:

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 the Interim Collection Account Administrative Agent, 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, 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 (excluding any Taxes that give rise to the payment of additional amounts under Section 1.9), 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 or Contract, Sub-Originator hereunder 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, any Sub-Originator, the Seller or the Servicer for uncollectible Receivables or (c) except where such taxes are described in clause (x) below, such Indemnified Amounts include taxes (i) 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) or (ii) that are Other Connection Taxes; (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:

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 the Interim Collection Account Administrator, 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, 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 (excluding any Taxes that give rise to the payment of additional amounts under Section 1.9), 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 or Contract, Sub-Originator hereunder 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, any Sub-Originator, the Seller or the Servicer for uncollectible Receivables or (c) except where such taxes are described in clause (x) below, such Indemnified Amounts include taxes (i) 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) or (ii) that are Other Connection Taxes; (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:

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, the Servicer 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 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 following:

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, 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 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; , (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; and , 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:

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 Providermay have hereunder or under applicable law, the Program Administrator or any of their respective Affiliates, agents, employees, Seller hereby agrees to indemnify (and pay upon demand to) the Purchaser and its officers, directors, agents and directors employees (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 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 by reason of (i) the Seller’s failure to perform any of its duties, covenants or other obligations in accordance with the provisions of this Agreement, (ii) any representation or warranty made by the use Seller (or any officers of proceeds of Purchases the Seller) under or Reinvestmentsin connection with this Agreement or any other written information or report delivered by the Seller pursuant hereto or thereto, which shall have been false or incorrect when made or deemed made, (iii) any products liability, personal injury or damage suit, or other similar claim arising out of or in connection with any interest thereinMotorcycle or other merchandise, insurance or services provided by the purchase Seller or any of its Affiliates and that are the Purchased Interest subject of any Contract Asset, (iv) any taxes that may at any time be asserted against any Indemnified Party as a result of or relating to the sale contemplated herein, including any sales, gross receipts 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 fraudContracts, gross negligence margin, general corporation, tangible personal property, Illinois personal property replacement privilege or willful misconduct on license taxes and costs, expenses and reasonable counsel fees in defending against the part same, whether arising by reason of such Indemnified Party; (b) for which indemnification would constitute recourse (except as otherwise specifically provided in this Agreement the acts to be paid performed by the Seller hereunderunder this Agreement or imposed against the Purchaser or otherwise, or (v) 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 Contract being determined 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 not constitute an Eligible Contract as of the Indemnified Amountsapplicable Purchase Date, in reasonable detail) to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all including without limitation, Indemnified Amounts relating to based on or resulting from any of the followingfrom:

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:

Indemnities by the Seller. Without limiting any other rights that any such Person may have hereunder or under applicable law, the AdministratorSeller hereby indemnifies and holds harmless, any Purchaser on an after-tax basis, the Administrative 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, and directors directors, agents, counsel, successors, transferees or assigns (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, and related 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 transactions contemplated thereby, the use of proceeds of Purchases purchases or Reinvestmentsreinvestments, or the acquisition of any portion of the Purchaser’s 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 Administrative Agent 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 a resulting from fraud, the 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 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 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) relating to or resulting from any of the followingfrom:

Indemnities by the Seller. Without limiting any other rights that the AdministratorAgent, the Banks, any Purchaser Agent, any Purchaser, any Liquidity Provider, any other Program Support Provider, the Program Administrator of their respective Affiliates or members or any of their respective Affiliates, agents, employees, officers, and directors directors, employees or advisors (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 reasonable attorneys’ fees) (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of or resulting from this Agreement, Agreement or the other Transaction Documents or the use of proceeds of Purchases purchases or Reinvestments, or any interest therein, reinvestments 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 found in a final non appealable judgment of a court of competent jurisdiction to have resulted from fraud, gross negligence or willful misconduct on the part of such Indemnified Party; , (b) for which indemnification would constitute recourse (except for the obligation of the Seller to pay the Termination Amount and as otherwise specifically provided in this Agreement) 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 or (c) any income taxes or any other tax or fee measured by income incurred by such Indemnified Party arising out of or as a result of this Agreement or the ownership of Receivable Interests or in respect of any Receivable or any Contract, other than (i) Taxes (to be paid the extent provided in Section 2.10) and (ii) Canadian taxes strictly on income or capital in connection with the Receivables or the transactions contemplated by this Agreement and the other Transaction Documents and resulting from the Seller or any Bank either (x) in the case of any such Person that is a Treaty Resident, having a permanent establishment in Canada, or (y) in the case of any such Person that is not a Treaty Resident, carrying on business in Canada for the purposes of the Canadian Tax Act, in either case solely as a result of the transactions contemplated hereby (but in the case of any such Person that is a Treaty Resident, only directly and exclusively as a result of any breach by the Seller hereunderor the Servicer (or any delegatee thereof) for uncollectible Receivables; and (c) in respect of Taxes its obligations hereunder or under any other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimTransaction Document). 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 following:

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:

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 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 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 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:

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 124 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:

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 Trustee and the Backup Servicer, 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 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 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 (a) however, 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 . 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, claims, damages, etc. arising then 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:

Indemnities by the Seller. Without limiting any other rights that the Administrator, any Purchaser Agentthe Issuer, 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 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”) incurred by any Indemnified Party 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 employees, officers, directors, agents or counsel, (b) for which indemnification would constitute recourse with respect to any Receivable to the extent that such Receivable is uncollectible on account of insolvency, bankruptcy or lack of creditworthiness of the related Obligor (except as otherwise specifically provided in this Agreement to be paid by the Seller hereunder) for uncollectible Receivables; and Agreement), 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 otherwise is considered doing business (unless the Indemnified Party would not be considered doing business in respect of Taxes such jurisdiction, but for having entered into, or engaged in the transactions in connection with, this Agreement or any other than Transaction Document) 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:

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:

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:

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 Bank or any of their respective Affiliates, agents, employees, officers, and directors Affiliates (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 damages, losses, claims, damages, liabilities and related costs and expenses, costsincluding reasonable attorneys' fees and disbursements (collectively, losses and liabilities, including Attorney Costs (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 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 hereunderAgreement) for uncollectible Receivables; and Receivables or (c) any taxes based on or measured by the income of any Indemnified Party incurred by such Indemnified Party arising out of or as a result of this Agreement or the ownership of Receivable Interests or in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from Receivable or any non-Tax claimContract. 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 following:

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, costs, losses and liabilities, liabilities (including Attorney Costs reasonable attorneys’ fees) (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) any income taxes or any other tax or fee measured by income incurred by such Indemnified Party, arising out of or as a result of this Agreement or the ownership of Receivable Interests or in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from Receivable or any non-Tax claimContract. 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:

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 Trustee, 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 Assets or in respect of any Pool ReceivableAsset, Related Security or Contractexcluding, or in respect of any other Transaction Document except (a) however, 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 . 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, claims, damages, etc. arising then 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:

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:

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, reasonable 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 in connection with any Transaction Document, the transactions contemplated thereby or the acquisition of any portion of the Purchased Interest, or any action taken or omitted by any of the Indemnified Parties (including any action taken by the Administrator as attorney-in-fact for the Seller or any Originator hereunder or under any other Transaction 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) a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from a breach of law, breach of this Agreement, the use of proceeds of Purchases or Reinvestmentsbad faith, 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 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:

Indemnities by the Seller. Without limiting any other rights that the Administrator, any Purchaser Program Agent, any Purchaser, any Liquidity Provider, any other Program Support Providerthe Investor Agents, the Program Administrator Investors, the Banks or any of their respective Affiliates, agents, employees, officers, and directors Affiliates (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 reasonable attorneys’ fees) (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of or resulting from this Agreement, Agreement or the other Transaction Documents or the use of proceeds of Purchases purchases or Reinvestments, or any interest therein, reinvestments 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 found by a court of competent jurisdiction to have resulted 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; and Receivables or (c) any income taxes incurred by such Indemnified Party arising out of or as a result of this Agreement or the ownership of Receivable Interests or in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from Receivable or any non-Tax claimContract. 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 following:

Indemnities by the Seller. (a) Without limiting any other rights that the AdministratorConduit Purchaser, any Purchaser the Committed Purchaser, the Administrative Agent, the Collateral Agent, the Liquidity Agent, any Purchaser, any Liquidity Provider, any other Program Support ProviderLender, the Program Administrator Letter of Credit Agent or any Letter of Credit Provider or any of their respective Affiliatesofficers, agentsdirectors, employees, officersattorneys, and directors agents or representatives (each, an “"Indemnified Party”Person") may have hereunder or under applicable Lawlaw, the Seller hereby agrees to indemnify and hold harmless each Indemnified Party and hold each Indemnified Party harmless Person from and against any and all claims, damages, expenses, costs, losses and liabilitiesIndemnified Amounts that may be claimed or asserted against or incurred by any such Indemnified Person in connection with or arising out of the transactions contemplated under this Agreement or under any other Related Document or any actions or failures to act in connection therewith, including Attorney Costs (any and all of the foregoing being collectively referred to as “Indemnified Amounts”) legal costs and expenses arising out of or resulting from this Agreement, the use of proceeds of Purchases incurred in connection with disputes between or Reinvestments, or among any interest therein, or the purchase parties to any of the Purchased Interest or in respect of Related Documents; provided, that the Seller shall not be liable for any Pool Receivable, Related Security or Contract, or in respect of any other Transaction Document except (a) indemnification to a Indemnified Person to the extent resulting that any such Indemnified Amount (x) results from fraud(i) with respect to any Indemnified Person other than the Conduit Purchaser, such Indemnified Person's gross negligence or willful misconduct on the part of (ii) with respect to any Indemnified Person, such Indemnified Party; Person's willful misconduct, in each case as finally determined by a court of competent jurisdiction or (by) for which indemnification would constitute constitutes recourse (except as otherwise specifically provided in this Agreement to be paid by the Seller hereunder) for uncollectible or uncollected Transferred 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 generality of 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 Person any and all Indemnified Amounts relating to or resulting from any of the followingfrom:

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:

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):

Indemnities by the Seller. Without limiting any other rights that the Administrator, any Purchaser Agent, any Purchaser, any Liquidity Provider, any other Program Support ProviderPerson 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 of proceeds of Purchases or Reinvestments, transactions contemplated thereby 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) to the extent resulting a final judgment of a court of competent jurisdiction holds such Indemnified Losses resulted from fraud, gross negligence or willful misconduct on of the part of such Indemnified Party; Party seeking indemnification, (b) due to the credit risk of the Obligor and for which indemnification reimbursement would constitute recourse (except as otherwise specifically provided in this Agreement to be paid by the Seller hereunder) or the Collection Agent for uncollectible Receivables; and , or (c) such Indemnified Losses include Taxes on, or measured by, the overall net income of the Agent or any Purchaser computed in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-accordance with the Intended Tax claimCharacterization. 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 for Indemnified Party from and against any and all Indemnified Amounts Losses relating to or resulting from any of the followingfrom:

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:

Indemnities by the Seller. Without limiting any other rights that which the Administrator, any Purchaser Deal Agent, any Purchaser, any Liquidity Provider, any other Program Support Providerthe Backup Servicer, the Program Administrator Collateral Custodian, the Liquidity Agent, the Purchasers or any of their respective Affiliates, agents, employees, officers, and directors (each, an “Indemnified Party”) Affiliates may have hereunder or under applicable Lawlaw, the Seller hereby agrees to indemnify the Deal Agent, the Backup Servicer, the Collateral Custodian, the Liquidity Agent, the Purchasers, and each Indemnified Party of their respective Affiliates and hold each Indemnified Party harmless officers, directors, employees and agents thereof from and against any and all damages, losses, claims, damages, 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, but excluding allocations of overhead expenses of any such Indemnified Party or other non-monetary damages of any such Indemnified Party 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 the Purchased Asset Interest or in respect of any Pool Receivable, Related Security Asset 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 the Deal Agent, the Backup Servicer, the Collateral Custodian, the Liquidity Agent, such Indemnified Party; Purchaser or such Affiliate and (b) for which indemnification would constitute recourse (except as otherwise specifically with respect to payment and performance of obligations provided for in this Agreement to be paid by Agreement) for Defaulted Contracts. If the Seller hereunder) for uncollectible Receivables; has made any indemnity payment pursuant to this Section 8.1 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 indemnify the Deal Agent, the Backup Servicer, the Collateral Custodian, the Liquidity Agent, the Purchasers and each of the Indemnified Amountstheir respective Affiliates and officers, in reasonable detail) to each Indemnified Party any directors, employees and all amounts necessary to indemnify such Indemnified Party from and against any and all agents thereof for Indemnified Amounts relating to or resulting from any of the followingfrom:

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 attorneys’ fees and expenses) (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 Reinvestmentssales, or any interest thereintransfers and assignments of Receivable Assets hereunder; excluding, or the purchase of the Purchased Interest or in respect of any Pool Receivablehowever, 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:

Indemnities by the Seller. Without limiting any other rights that the AdministratorFacility Agent, any Purchaser the Collateral Agent, any PurchaserBank, any Liquidity Provider, any other Program Support Provider, the Program Administrator 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”) "), which may be asserted against or incurred by any of them, 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 to be paid by the Seller hereunderAgreement) for uncollectible Receivables; and , (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) any lost profits, claimsconsequential, special or punitive damages, etc. arising from any non-Tax claim. 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:

Indemnities by the Seller. Without limiting any other rights that the Administrator, which 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, the Seller hereby agrees to indemnify each Indemnified Party and hold each Indemnified Party harmless (without duplication in the case of the participation by any Participant) from and against any and all damages, losses, claims, damages, 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”"INDEMNIFIED AMOUNTS") awarded against or incurred by any of them arising out of or resulting from as a result of this Agreement, Agreement or the use of proceeds of Purchases or Reinvestments, or any interest therein, or the purchase ownership of the Purchased Interest Eligible Assets 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; Party or (b) for which indemnification would constitute Indemnified Amounts resulting from recourse (except as otherwise specifically provided in this Agreement to be paid by the Seller hereunderAgreement) 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 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 for Indemnified Amounts relating to or resulting from any of the followingfrom:

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:

Indemnities by the Seller. Without limiting any other rights that the Administrator, any Purchaser Agentthe Issuer, 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 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) any indemnification which has the effect of recourse for which indemnification would constitute recourse the non-payment of the Receivables to any indemnitor (except as otherwise specifically provided in under Section 1.4 (e) and this Agreement to be paid by the Seller hereunderSection 3.1) for uncollectible Receivables; and , or (c) (i) 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 considered doing business (unless the Indemnified Party would not be considered to be doing business in respect such jurisdiction but for having entered into or engaged in the transactions in connection with this Agreement or any other Transaction Document or having entered into, or engaged in, any similar transactions not in connection with this Agreement) or any political subdivision thereof; provided, however, that the exception to indemnification in this (c)(1) shall apply if the Indemnified Party is considered to be doing business in such jurisdiction due to the quantity or volume of Taxes transactions such Indemnified Party has engaged in that are either pursuant to this Agreement or are similar to transactions such party has engaged in pursuant to this Agreement; or (ii) any taxes imposed as a result of the failure to comply with Section 5.3(f) (other than any Taxes that represent losses, claims, damages, etc. arising a failure resulting solely from any non-Tax claima change in law occurring after the date hereof). 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 ten (510) Business Days 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:

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 Investors or any of their respective Affiliates, agents, employees, officers, and directors Scaldis Capital Limited (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 reasonable attorneys’ fees) (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of or resulting from this Agreement, Agreement or the other Transaction Documents or the use of proceeds of Purchases or Reinvestments, or any interest therein, purchases 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 found in a final non-appealable judgment of a court of competent jurisdiction to have resulted 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; and Receivables or (c) any income taxes incurred by such Indemnified Party arising out of or as a result of this Agreement or the ownership of Receivable Interests or in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from Receivable or any non-Tax claimContract. 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 30 days of 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:

Indemnities by the Seller. Without limiting any other rights that the Administrator, any Agent or the Purchaser Agent, any Purchaser, any Liquidity Provider, any other Program Support Provider, the Program Administrator or any of their respective Affiliates, employees, agents, employeessuccessors, officers, and directors transferees or assigns (each, an “Indemnified Party”"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”"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 the Participation, or any interest therein, or the purchase of the Purchased Interest 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 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:

Indemnities by the Seller. Without limiting any other rights that the Administrator, any Purchaser Agent, any Conduit 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 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 employees, officers, directors, agents or counsel, (b) any indemnification which has the effect of recourse for which indemnification would constitute recourse the non-payment of the Receivables to any indemnitor (except as otherwise specifically provided in under Section 1.4 (e) and this Agreement to be paid by the Seller hereunderSection 3.1) for uncollectible Receivables; and , or (c) in respect any net income, gross receipts, franchise or similar taxes imposed on such Indemnified Party for taxes required to be withheld or deducted from any payments to an Indemnified Party or to any Person through which the Indemnified Party or an affiliate of Taxes other than any Taxes that represent lossesan Indemnified Party holds a direct or indirect right to payment. Notwithstanding clause (c) above and clause (ii) of Section 6.3(f) hereof, claims, damages, etc. payments under this Section 3.1 shall be reduced by tax benefits to the Indemnified Party and its affiliates resulting from the Indemnified Amounts and the indemnity payment to be made pursuant to this Section 3.1 and shall be increased to reflect increased tax liability arising from any non-Tax claimthe indemnity payment to be made pursuant to this Section 3.1 . 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:

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”"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”"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) 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 otherwise is considered doing business (unless the Indemnified Party would not be considered doing business in respect of Taxes such jurisdiction, but for having entered into, or engaged in the transactions in connection with this Agreement or any other than Transaction Document) 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:

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, the Servicer or in respect of any Pool Receivable, Related Security Originator hereunder or Contract, or in respect of under any other Transaction Document except and including as a consequence, direct or indirect, of the issuance of any Letter of Credit), 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), (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 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 following:

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 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 and (b) for which indemnification would constitute recourse Taxes that are covered by Section 5.03 (except other than (I) as otherwise specifically provided in this Agreement to be paid by the Seller hereunder) for uncollectible Receivables; set forth below and (cII) 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):

Indemnities by the Seller. Without limiting any other rights that the Administrator, any Purchaser Agentthe Issuer, the Letter of Credit Issuer, any Purchaser, any Liquidity Provider, any other Program Support Provider, the Program Administrator Provider or any of their respective Affiliates, employees, agents, employeessuccessors, officers, and directors transferees or assigns (each, an “Indemnified Party”"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”"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; , (b) for which indemnification would constitute recourse (except as otherwise specifically provided in this Agreement to be paid by the Seller hereunderAgreement) for Receivables that are uncollectible Receivables; and due to the inability of the Obligor to pay, 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:

Indemnities by the Seller. Without Subject to Section 5.16, without limiting any other rights that the Agent, the Purchaser, the Administrator, any Purchaser Agent, any Purchaser, any Liquidity ProviderBanks, any other Program Support ProviderProviders, the Program Administrator or any of their respective Affiliates, employees, agents, successors, transferees or assigns (each of the Agent, the Purchaser, the Administrator, the Liquidity Banks, the other Program Support Providers, and their respective Affiliates, employees, officersagents, successors, transferees and directors (each, assigns may be referred to as an “Indemnified Party”) (for the avoidance of doubt, the Administrator will not be an Indemnified Party for the purposes of paragraph (viii) of this Section 3.1(a)) 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, expensestaxes, costs, losses expenses, losses, judgments, liabilities and liabilities, other amounts (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 the other Transaction Documents (whether directly or indirectly) or the use of proceeds of Purchases purchases or Reinvestmentsreinvestments or the ownership of the Participation (or a portion thereof), or any interest therein, or the purchase of the Purchased Interest 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) any Excluded Taxes or any tax assessed on an Indemnified Party to the extent a loss, liability or cost is compensated for which indemnification by an increased payment under Section 5.4 or would constitute recourse have been compensated for by an increased payment under Section 5.4 but was not so compensated solely because one of the exclusions in paragraph (except as otherwise specifically provided in this Agreement to be paid by the Seller hereunderh) for uncollectible Receivables; and of Section 5.4 applied, (c) any special, indirect or consequential damages suffered by any Indemnified Party or punitive damages asserted by an Indemnified Party, (d) Indemnified Amounts to the extent the same includes losses in respect of Taxes Receivables which were Eligible Receivables as of the date transferred to the Seller and which are uncollectible on account of the insolvency, bankruptcy, or lack of creditworthiness of the related Obligor, (e) any Indemnified Amount to the extent the same has been fully and finally paid in cash to such Indemnified Party pursuant to any other than provision of this Agreement or any Taxes that represent lossesother Transaction Document, claims, damages, etc. (f) any Breakage Costs or (g) Indemnified Amounts claimed by any Indemnified Party arising from any non-Tax claimby reason of such Indemnified Party’s default hereunder. 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 ten (510) Business Days after written of receipt of 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:

Indemnities by the Seller. (a) Without limiting any other rights that the AdministratorConduit Purchaser, any Purchaser the Committed Purchaser, the Administrative Agent, the Collateral Agent, the Liquidity Administrative Agent, any Purchaser, any Liquidity Provider, any other Program Support ProviderLender, the Program Administrator Letter of Credit Administrative Agent or any Letter of Credit Provider or any of their respective Affiliatesofficers, agentsdirectors, employees, officersattorneys, and directors agents or representatives (each, an “"Indemnified Party”Person") may have hereunder or under applicable Lawlaw, the Seller hereby agrees to indemnify and hold harmless each Indemnified Party and hold each Indemnified Party harmless Person from and against any and all claims, damages, expenses, costs, losses and liabilitiesIndemnified Amounts that may be claimed or asserted against or incurred by any such Indemnified Person in connection with or arising out of the transactions contemplated under this Agreement or under any other Related Document or any actions or failures to act in connection therewith, including Attorney Costs (any and all of the foregoing being collectively referred to as “Indemnified Amounts”) reasonable legal costs and expenses arising out of or resulting from this Agreement, the use of proceeds of Purchases incurred in connection with disputes between or Reinvestments, or among any interest therein, or the purchase parties to any of the Purchased Interest or in respect of Related Documents; provided, that the Seller shall not be liable for any Pool Receivable, Related Security or Contract, or in respect of any other Transaction Document except (a) indemnification to an Indemnified Person to the extent resulting that any such Indemnified Amount (x) results solely from fraud(i) with respect to any Indemnified Person other than the Conduit Purchaser, such Indemnified Person's gross negligence or willful misconduct on the part of (ii) with respect to any Indemnified Person, such Indemnified Party; Person's willful misconduct, in each case as finally determined by a court of competent jurisdiction or (by) for which indemnification would constitute constitutes recourse (except as otherwise specifically provided in this Agreement to be paid by the Seller hereunder) for uncollectible or uncollected Transferred 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 generality of 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 Person any and all Indemnified Amounts relating to or resulting from any of the followingfrom:

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, each 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 (all of the foregoing being collectively referred to as “Indemnified Amounts”including, without limitation, reasonable attorneys’ fees and expenses) arising out of of, or resulting from this Agreementfrom, in whole or in part, the activities of such Seller in connection herewith or with any other Transaction Document or the use of proceeds of Purchases or Reinvestmentssales, or any interest thereintransfers and assignments of Receivable Assets hereunder; excluding, or the purchase of the Purchased Interest or in respect of any Pool Receivablehowever, Related Security or Contract, or in respect of any other Transaction Document except (a) amounts to the extent resulting solely and directly from fraud, any of (x) the gross negligence or willful misconduct on the part of such Indemnified Party; , (by) for which indemnification would constitute recourse the lack of creditworthiness of an Obligor or (except as otherwise specifically provided in this Agreement z) the failure to be paid by the Seller hereunder) for uncollectible Receivables; and (c) collect amounts in respect of Taxes a Seller Receivable to the extent such failure results from a discharge of the Obligor with respect thereto in a proceeding in respect of such Obligor under applicable bankruptcy laws or otherwise results from the Obligor’s financial inability to pay such amounts (all of the foregoing, other than any Taxes that represent lossesthose matters excluded pursuant to clauses (x), claims(y) and (z) above, damages, etc. arising from any non-Tax claimbeing collectively referred to as “Indemnified Amounts”). Without limiting or being limited by the foregoingforegoing and whether or not any of the transactions contemplated hereby are consummated, but subject to the exclusions set forth in the preceding sentence, the each 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:

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, each 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 attorneys' fees and expenses) (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 such Seller in connection herewith or with any other Transaction Document or the use of proceeds of Purchases or Reinvestmentssales, or any interest thereintransfers and assignments of Receivable Assets hereunder; excluding, or the purchase of the Purchased Interest or in respect of any Pool Receivablehowever, 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 foregoingforegoing and whether or not any of the transactions contemplated hereby are consummated, but subject to the exclusions set forth in the preceding sentence, the each 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:

Indemnities by the Seller. Without limiting any other rights that the Administrator, any Purchaser Agent, any Purchaser, any Liquidity Provider, any other the Administrator or 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 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 to be paid by the Seller hereunderAgreement) for uncollectible Receivables; and , 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:

Indemnities by the Seller. (a) Without limiting any ------------------------- other rights that the Administrator, which 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”) Affected Party may have hereunder or under applicable Lawlaw, the Seller hereby agrees to indemnify each the Purchaser and FNBB, individually and in its capacity as Deal Agent (the "Indemnified Party and hold each Indemnified Party harmless Parties"), from and against ------------------- any and all damages, losses, claims, damages, 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 such Indemnified Party arising out of or resulting from as a result of this Agreement, any of the use of proceeds of Purchases or Reinvestmentsother Facility Documents, or any interest thereinof any such Indemnified Party in, to or the purchase of under the Purchased Interest Interests, the Equipment Collateral or in respect of any Pool ReceivableAsset or any Lease, Related Security or Contractexcluding, or in respect of any other Transaction Document except however, (ai) Indemnified Amounts to the extent resulting from fraud, gross negligence or willful misconduct on the part of such any Indemnified Party; Party or (bii) for which indemnification would constitute recourse (except as otherwise specifically with respect to payment and performance obligations provided for in this Agreement to be paid by the Seller hereunderAgreement) for uncollectible Receivables; and (c) in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimPurchased Assets. 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:

Indemnities by the Seller. Without duplicating any amounts otherwise payable by the Seller pursuant to Sections 1.9 and 1.10 of this Agreement, and without limiting any other rights that the AdministratorCollateral Agent, the Funding Agents, the Purchasers, any Purchaser Agent, 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 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 or issuances of Letters of Credit, 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 (including any successor Servicer appointed by the Funding Agents pursuant to Section 4.1(a)) or counsel, (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; and , or (c) any overall net income taxes, taxes based in respect whole or part on receipts (excluding taxes in the nature of Taxes other than sales and use taxes and withholding taxes), or franchise taxes imposed on such Indemnified Party by any Taxes that represent losses, claims, damages, etcjurisdiction unless such Indemnified Party is subject to tax in such jurisdiction solely as a result of the transactions contemplated by this Agreement). arising from any non-Tax claim. Without limiting the foregoing, but subject Subject to the exclusions set forth in the preceding sentence, but without otherwise limiting or being limited by the foregoing, 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:

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, 117 748740795 18564151 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):

Indemnities by the Seller. Without limiting any other rights that the AdministratorOperating Agent, the Investors, any Purchaser Agent, any Purchaser, any Liquidity Provider, any other Program Support Provider, the Program Administrator of their respective Affiliates or any of their respective Affiliates, agents, employees, officers, and directors directors, employees or advisors (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 reasonable attorneys’ fees) (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of or resulting from this Agreement, Agreement or the other Transaction Documents or the use of proceeds of Purchases purchases or Reinvestments, or any interest therein, reinvestments or the purchase ownership of the Purchased Interest Receivable Interests or in respect of any Pool Receivable, Related Security Receivable or any related 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) for Receivables which are not collected, not paid or uncollectible solely on account of the insolvency, bankruptcy or financial inability to pay of the applicable Obligor, (c) any income taxes or any other tax or fee measured by net income incurred by such Indemnified Party arising out of or as a result of this Agreement to be paid or the ownership of Receivable Interests or in respect of any Receivable or any related Contract, unless it arises as a result of a breach by the Seller hereunderof this Agreement, including Section 6.02(j), or (d) for uncollectible Receivables; Indemnified Amounts arising out of disputes solely among the Indemnified Parties, including a dispute between an Indemnified Party and (c) in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimPerson to which such Indemnified Party assigns rights and obligations under this Agreement. Without limiting or being limited by the foregoing, but subject to the exclusions set forth in the preceding sentenceclauses (a), (c) and (d) above, 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:

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 134 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:

Indemnities by the Seller. Without limiting any other rights that the AdministratorAgent, the Investors, the Banks, any Purchaser Agent, any Purchaser, any Liquidity Provider, any other Program Support Provider, the Program Administrator of their respective Affiliates or members or any of their respective Affiliates, agents, employees, officers, and directors directors, employees or advisors (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 reasonable attorneys’ fees) (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of or resulting from this Agreement, Agreement or the other Transaction Documents or the use of proceeds of Purchases purchases or Reinvestments, or any interest therein, reinvestments 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 found in a final non appealable judgment of a court of competent jurisdiction to have resulted 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) 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 or (c) any income taxes or any other tax or fee measured by income incurred by such Indemnified Party arising out of or as a result of this Agreement or the ownership of Receivable Interests or in respect of any Receivable or any Contract, other than (i) Taxes (to be paid the extent provided in Section 2.10) and (ii) Canadian taxes strictly on income or capital in connection with the Receivables or the transactions contemplated by this Agreement and the other Transaction Documents and resulting from the Seller, any Investor or any Bank having a permanent establishment in Canada solely as a result of the transactions contemplated hereby (but only directly and exclusively as a result of any breach by the Seller hereunderor the Servicer (or any delegatee thereof) for uncollectible Receivables; and (c) in respect of Taxes its obligations hereunder or under any other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimTransaction Document). 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 following:

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 reasonable Attorneys’ Costs and disbursements) (all of the foregoing being collectively referred to as collectively, “Indemnified Amounts”) awarded against or incurred by any Indemnified Party (i) arising out of or resulting from as a result of the failure of the Seller to perform its obligations under this Agreement or any other Transaction Document or the failure of any Originator to perform its obligations under the Sale Agreement or any other Transaction Document or (ii) arising out of any claims asserted by a third party against an Indemnified Party relating to the transactions contemplated in this Agreement, the use of proceeds of Purchases or Reinvestments, or any interest therein, or Sale Agreement and 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 Documents; excluding, however, (a) Indemnified Amounts to the extent resulting from fraud, gross negligence or willful misconduct on the part of such an Indemnified Party; Party seeking indemnification, (b) any indemnification for which indemnification would constitute recourse (except non-payment of any Receivable as otherwise specifically provided in this Agreement a consequence of the bankruptcy or insolvency of the Obligor or other credit-related reasons with respect to be paid by the Seller hereunder) for uncollectible Receivables; Obligor, and (c) (I) any net income or franchise tax imposed on an Indemnified Party, including taxes imposed by the jurisdiction under whose laws such Indemnified Party is organized, the jurisdiction of such Indemnified Party’s principal place of business or the jurisdiction in respect of which such Indemnified Party holds its undivided percentage ownership interest in the Purchased Interest, or any political subdivision thereof, (II) any tax attributable to any Indemnified Party’s failure to comply with Section 1.10(c), or (III) any U.S. federal withholding Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimimposed under FATCA. Without limiting the foregoing, but foregoing indemnification and subject to the exclusions set forth in the immediately 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:

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, the Servicer or in respect of any Pool Receivable, Related Security Originator hereunder or Contract, or in respect of under any other Transaction Document except and including as a consequence, direct or indirect, of the issuance of any Letter of Credit), 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, 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), (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 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 following:

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 Table of Contents Confidential Treatment Requested by Oportun Financial Corporation Pursuant to 17 C.F.R. Section 200.83 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:

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 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, 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, 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:

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 Investments or Reinvestments, or any interest therein, LC Issuances 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 and Seller Collateral; excluding, however, (a) to Seller Indemnified Amounts (x) resulted solely from the extent resulting from fraud, gross negligence or willful misconduct on by the part Seller Indemnified Party seeking indemnification, as determined by a final non-appealable judgment of such Indemnified Party; a court of competent jurisdiction or (y) that constitute recourse with respect to a Pool Receivable by reason of an Event of Bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor, and (b) for which indemnification would constitute recourse Taxes that are otherwise indemnified under 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 claimClaim or that are specifically described below). 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): 135

Indemnities by the Seller. Without limiting any other rights that the AdministratorAgent, the Investors, the Banks, any Purchaser Agent, any Purchaser, any Liquidity Provider, any other Program Support Provider, the Program Administrator of their respective Affiliates or members or any of their respective Affiliates, agents, employees, officers, and directors directors, employees or advisors (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 reasonable attorneys' fees) (all of the foregoing being collectively referred to as “"Indemnified Amounts”") arising out of or resulting from this Agreement, Agreement or the other Transaction Documents or the use of proceeds of Purchases purchases or Reinvestments, or any interest therein, reinvestments 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 found in a final non appealable judgment of a court of competent jurisdiction to have resulted 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) 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 or (c) any income taxes or any other tax or fee measured by income incurred by such Indemnified Party arising out of or as a result of this Agreement or the ownership of Receivable Interests or in respect of any Receivable or any Contract, other than (i) Taxes (to be paid the extent provided in Section 2.10) and (ii) Canadian taxes strictly on income or capital in connection with the Receivables or the transactions contemplated by this Agreement and the other Transaction Documents and resulting from the Seller, any Investor or any Bank having a permanent establishment in Canada solely as a result of the transactions contemplated hereby (but only directly and exclusively as a result of any breach by the Seller hereunderor the Servicer (or any delegatee thereof) for uncollectible Receivables; and (c) in respect of Taxes its obligations hereunder or under any other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimTransaction Document). 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 following:

Indemnities by the Seller. (a) Without limiting any other rights that the AdministratorPurchaser, any Purchaser the Operating Agent, the Collateral Agent, the Liquidity Agent, any Purchaser, any Liquidity Provider, any other Program Support ProviderLender, the Program Administrator Letter of Credit Agent or any Letter of Credit Provider or any of their respective Affiliatesofficers, agentsdirectors, employees, officersattorneys, and directors agents or representatives (each, an “a "Purchaser Indemnified Party”Person") may have hereunder or ---------------------------- under applicable Lawlaw, the Seller hereby agrees to indemnify each Indemnified Party and hold harmless each Purchaser Indemnified Party harmless Person from and against any and all claims, damages, expenses, costs, losses and liabilitiesIndemnified Amounts that may be claimed or asserted against or incurred by any such Purchaser Indemnified Person in connection with or arising out of the transactions contemplated under this Agreement or under any other Related Document or any actions or failures to act in connection therewith, including Attorney Costs (any and all of the foregoing being collectively referred to as “Indemnified Amounts”) legal costs and expenses arising out of or resulting from this Agreement, the use of proceeds of Purchases incurred in connection with disputes between or Reinvestments, or among any interest therein, or the purchase parties to any of the Purchased Interest or in respect of Related Documents; provided, that the Seller shall not be liable for any Pool Receivable, Related Security or Contract, or in respect of any other Transaction Document except (a) indemnification to a -------- Purchaser Indemnified Person to the extent resulting that any such Indemnified Amount (x) results solely from fraud(i) with respect to any Purchaser Indemnified Person other than the Purchaser, such Purchaser Indemnified Person's gross negligence or (ii) with respect to any Purchaser Indemnified Person, such Purchaser Indemnified Person's willful misconduct on the part misconduct, in each case as finally determined by a court of such Indemnified Party; competent jurisdiction, or (by) for which indemnification would constitute constitutes recourse (except as otherwise specifically provided in this Agreement to be paid by the Seller hereunder) for uncollectible or uncollected Transferred 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 generality of 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 Purchaser Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against Person any and all Indemnified Amounts relating to or resulting from any of the followingfrom:

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 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):

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 138 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:

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):

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 127 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:

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 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). 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):

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 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 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 other than (x) as otherwise specifically provided in this Agreement to be paid by the Seller hereunder) for uncollectible Receivables; enumerated below and (cy) in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim), (c) Seller indemnified Amounts that arise from any settlement of any proceeding effected without the Seller’s written consent (which consent shall not be unreasonably withheld, delayed or conditioned), but if settled with the Seller’s written consent, or if there is a judgment against a Seller Indemnified Party in any such proceeding, the Seller agrees to indemnify and hold harmless each Seller Indemnified Party in the manner set forth in this Section 12.01(a) (provided that the Seller’s consent shall not be required to effect any settlement of any such proceeding if an Event of Default has occurred and is continuing at the time such settlement is to be effected; provided, further that, if at any time a Seller Indemnified Party shall have requested in accordance with this Agreement that the Seller reimburse such Seller Indemnified Party for legal or other expenses in connection with investigating, responding to or defending any proceeding, the Seller shall be liable for any settlement of any proceeding effected without the Seller’s written consent if (x) such settlement is entered into more than 30 days after receipt by the Seller of such request for reimbursement and (y) the Seller shall not have reimbursed such Seller Indemnified Party in accordance with such request prior to the date of such settlement) and (d) Seller Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such Seller Indemnified Amounts resulted from disputes arising solely among Seller Indemnified Parties (other than the Administrative Agent or the Structuring Agent) and that do not involve any act or omission by the Seller or any of its Affiliates. 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 3.01), 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), (b), (c) and (d) above):