Common use of Indemnities by the Seller Clause in Contracts

Indemnities by the Seller. Without limiting any other rights which the Deal Agent, the Liquidity Agent, any Secured Parties, the Registrar or their assignees, or any of their respective Affiliates may have hereunder or under any Requirements of Law, the Seller hereby agrees to indemnify the Deal Agent, the Secured Parties, the Registrar or their assignees and each of their respective Affiliates and officers, directors, employees and agents thereof (collectively, the "Indemnified Parties") from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by, any such Indemnified Party or other non-monetary damages of any such Indemnified Party any of them arising out of or as a result of this Agreement, excluding, however, Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of any Indemnified Party. Without limiting the foregoing, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts relating to or resulting from:

Indemnities by the Seller. Without limiting any other rights which the Deal Agent, the Liquidity Agent, any Secured Parties, the Registrar or their assignees, or any of their respective Affiliates Indemnified Party may have hereunder or under any Requirements of Lawapplicable law, the Seller hereby agrees to indemnify each Indemnified Party (without duplication in the Deal Agent, case of the Secured Parties, the Registrar or their assignees and each of their respective Affiliates and officers, directors, employees and agents thereof (collectively, the "Indemnified Parties"participation by any Participant) from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as "Indemnified AmountsINDEMNIFIED AMOUNTS") awarded against or incurred by, any such Indemnified Party or other non-monetary damages of any such Indemnified Party by any of them arising out of or as a result of this AgreementAgreement or the use of proceeds of Purchases or the ownership of Eligible Assets or in respect of any Receivable or any Contract, excludingEXCLUDING, howeverHOWEVER, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of any such Indemnified PartyParty or (b) Indemnified Amounts resulting from recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables. Without limiting or being limited by the foregoing, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify the such Indemnified Parties Party for Indemnified Amounts relating to or resulting from:

Indemnities by the Seller. Without limiting any other rights which the Deal Agent, the Liquidity Agent, any Secured Parties, the Registrar or their assignees, Owner or any of their respective Affiliates (each an "Indemnified Party") may have hereunder or under any Requirements of Lawapplicable law, the Seller hereby agrees to indemnify the Deal Agent, the Secured Parties, the Registrar or their assignees and each of their respective Affiliates and officers, directors, employees and agents thereof (collectively, the "Indemnified Parties") Party from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by, any such Indemnified Party or other non-monetary damages of any such Indemnified Party by any of them arising out of or as a result of this AgreementAgreement or the use of proceeds of Purchases or the ownership of Eligible Assets or in respect of any Receivable or any Contract, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of any such Indemnified PartyParty or (b) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables. Without limiting or being limited by the foregoing, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify the such Indemnified Parties Party for Indemnified Amounts relating to or resulting from:

Indemnities by the Seller. Without limiting any other rights which that the Deal Agent, the Liquidity Agent, any Secured PartiesPurchaser, the Registrar or their assignees, any Bank or any of their respective Affiliates (each an "Indemnified Party") may have hereunder or under any Requirements of Lawapplicable law, the Seller hereby agrees to indemnify the Deal Agent, the Secured Parties, the Registrar or their assignees and each of their respective Affiliates and officers, directors, employees and agents thereof (collectively, the "Indemnified Parties") Party from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as collectively, "Indemnified Amounts") ), awarded against or incurred by, any such Indemnified Party or other non-monetary damages of any such Indemnified Party by any of them arising out of or as a result of this AgreementAgreement or the ownership of Receivable Interests or in respect of any Receivable or any Contract, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, (b) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (c) any taxes based on or measured by the income of any Indemnified PartyParty 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. Without limiting or being limited by the foregoing, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify the such Indemnified Parties for Party from and against any and all Indemnified Amounts relating to or resulting fromfrom any of the following:

Indemnities by the Seller. Without limiting any other rights which the Deal Agent, the Liquidity Agent, any Secured Parties, the Registrar Party or their assigneesits assignee, or any of their respective Affiliates may have hereunder or under any Requirements of Lawapplicable law, the Seller hereby agrees to indemnify the Deal Agent, the Liquidity Agent, any Secured Parties, the Registrar Party or their assignees its assignee and each of their respective Affiliates and officers, directors, employees and agents thereof (collectively, the "Indemnified Parties") from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by, any such Indemnified Party or other non-monetary damages of any such Indemnified Party any of them arising out of or as a result of this Agreement, excluding, however, Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of any Indemnified Party. Without limiting the foregoing, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts relating to or resulting from:

Indemnities by the Seller. Without limiting any other rights which that the Deal Agent, the Liquidity AgentInvestors, the Banks, any Secured Parties, the Registrar of their respective Affiliates or their assignees, members or any of their respective Affiliates officers, directors, employees or advisors (each, an “Indemnified Party”) may have hereunder or under any Requirements of Lawapplicable law, the Seller hereby agrees to indemnify the Deal Agent, the Secured Parties, the Registrar or their assignees and each of their respective Affiliates and officers, directors, employees and agents thereof (collectively, the "Indemnified Parties") Party from and against any and all damages, losses, claims, losses and liabilities and related costs and expenses, (including reasonable attorneys' fees and disbursements ’ fees) (all of the foregoing being collectively referred to as "“Indemnified Amounts"”) awarded against or incurred by, any such Indemnified Party or other non-monetary damages of any such Indemnified Party any of them arising out of or as a result resulting from this Agreement or the other Transaction Documents or the use of this Agreementproceeds of purchases or reinvestments or the ownership of Receivable Interests or in respect of any Receivable or any Contract, 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 gross negligence or willful misconduct on the part of any such Indemnified Party, (b) recourse (except as otherwise specifically provided in this Agreement) for uncollectible 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 any Receivable or any Contract. Without limiting or being limited by the foregoing, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify the such Indemnified Parties for Party from and against any and all Indemnified Amounts relating to or resulting fromfrom any of the following:

Indemnities by the Seller. Without limiting any other rights which that the Deal Administrative Agent, FSA or the Liquidity Agent, any Secured Parties, the Registrar or their assignees, Purchaser or any of Affiliate thereof and their respective Affiliates officers, directors, employees and agents (each, an "INDEMNIFIED PARTY") may have hereunder or under any Requirements of Lawapplicable law, the Seller hereby agrees to indemnify the Deal Agent, the Secured Parties, the Registrar or their assignees and each of their respective Affiliates and officers, directors, employees and agents thereof (collectively, the "Indemnified Parties") Party from and against any and all damages, losses, claims, losses and liabilities and related costs and expenses, (including reasonable attorneys' attorneys fees and disbursements expenses but excluding administrative overhead) (all of the foregoing being collectively referred to as "Indemnified AmountsINDEMNIFIED AMOUNTS") awarded against or incurred by, any such Indemnified Party or other non-monetary damages of any such Indemnified Party any of them arising out of or as a result resulting from this Agreement or the use of this Agreementproceeds of Purchases or the ownership of Purchased Receivables or in respect of any Receivable or any Contract, excluding, however, Indemnified Amounts (a) to the extent resulting from gross negligence or willful misconduct on the part of any such Indemnified PartyParty or (b) the effect of which would constitute recourse for nonpayment or delayed payment of Receivables due to the creditworthiness or financial ability to pay of the Obligors. Without limiting limitation of the generality of the foregoing, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify the such Indemnified Parties for Party from and against any and all Indemnified Amounts relating to or resulting fromfrom any of the following:

Indemnities by the Seller. Without limiting any other rights which that the Deal Agent, the Liquidity Agent, any Secured PartiesPurchaser, the Registrar or their assignees, Affected Persons or any of their respective Affiliates Affiliates, officers, directors and employees (each, an "Indemnified Party") may have hereunder or under any Requirements of Lawapplicable law, the Seller hereby agrees to indemnify the Deal Agent, the Secured Parties, the Registrar or their assignees and each of their respective Affiliates and officers, directors, employees and agents thereof (collectively, the "Indemnified Parties") Party from and against any and all damages, losses, claims, losses and liabilities and related costs and expenses, (including reasonable attorneys' fees and disbursements fees) (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by, any such Indemnified Party or other non-monetary damages of any such Indemnified Party any of them arising out of or as a result resulting from this Agreement or any other Transaction Document or the use of this Agreementproceeds of purchases or reinvestments or the ownership of Receivable Interests or in respect of any Receivable or any Contract, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of any such Indemnified Party, or (b) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or delayed payment thereon due to creditworthiness of the Obligors. Without limiting or being limited by the foregoing, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify the such Indemnified Parties for Party from and against any and all Indemnified Amounts relating to or resulting fromfrom any of the following:

Indemnities by the Seller. Without limiting any other rights which the Deal Agent, the Liquidity Agent, any Secured Parties, the Registrar or their assignees, or any of their respective Affiliates Indemnified Party may have hereunder or under any Requirements of applicable Law, the Seller hereby agrees to indemnify the Deal Agent, the Secured Parties, the Registrar or their assignees SPV and each of their its respective Affiliates and officers, directors, employees employees, counsel, other agents, successors and agents thereof assigns (collectively, the "“Seller Indemnified Parties"Party”) from and against any and all damages, losses, claims, liabilities and related liabilities, costs and expenses, including reasonable attorneys' ’ fees (which such attorneys may be employees of the Program Support Providers, the Agent, the Collateral Agent or the Class Agents, as applicable) and disbursements (all of the foregoing being collectively referred to as "“Seller Indemnified Amounts"”) awarded against or incurred by, by it in any such action or proceeding between the Seller and the Seller Indemnified Party or other non-monetary damages of any such between the Seller Indemnified Party and any of them third party or otherwise arising out of or as a result of this Agreement, the other Transaction Documents, the ownership or maintenance, either directly or indirectly, of the Receivables, any Related Security or any interest therein or any of the other transactions contemplated hereby or thereby, excluding, however, (x) Seller Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of any such Seller Indemnified Party. Without limiting the foregoing, the Seller shall indemnify the Indemnified Parties as finally determined by a court of competent jurisdiction, (y) recourse (except as otherwise specifically provided in this Agreement) for Indemnified Amounts relating to uncollectible Receivables or resulting from:(z) Excluded Taxes.

Indemnities by the Seller. Without limiting any other rights which that the Deal Administrative Agent, the Liquidity Agent, any Secured PartiesPurchaser Agents, the Registrar Investors, the Banks or their assignees, any entity that provides liquidity or credit enhancement or any of their respective Affiliates or any of their respective employees, officers, directors, agents or counsel (each, an “Indemnified Party”) may have hereunder or under any Requirements of Lawapplicable law, the Seller hereby agrees to indemnify the Deal Agent, the Secured Parties, the Registrar or their assignees and each of their respective Affiliates and officers, directors, employees and agents thereof (collectively, the "Indemnified Parties") Party from and against any and all claims, damages, lossescosts, claims, liabilities and related costs and expenses, losses and liabilities (including reasonable attorneys' fees and disbursements ’ fees) (all of the foregoing being collectively referred to as "“Indemnified Amounts"”) awarded against or incurred by, any such Indemnified Party or other non-monetary damages of any such Indemnified Party any of them arising out of or as a result resulting from this Agreement or the ownership of this AgreementReceivable Interests or in respect of any Receivable or any Contract, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of any such Indemnified Party, (b) recourse for uncollectible 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 any Receivable or any Contract. Without limiting or being limited by the foregoingforegoing (but subject to the aforementioned exclusions), the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify the such Indemnified Parties for Party from and against any and all Indemnified Amounts relating to or resulting fromfrom any of the following:

Indemnities by the Seller. Without limiting any other rights which that the Deal Program Agent, the Liquidity Agent, any Secured PartiesInvestor Agents, the Registrar or their assigneesInvestors, the Banks or any of their respective Affiliates (each, an “Indemnified Party”) may have hereunder or under any Requirements of Lawapplicable law, the Seller hereby agrees to indemnify the Deal Agent, the Secured Parties, the Registrar or their assignees and each of their respective Affiliates and officers, directors, employees and agents thereof (collectively, the "Indemnified Parties") Party from and against any and all damages, losses, claims, losses and liabilities and related costs and expenses, (including reasonable attorneys' fees and disbursements ’ fees) (all of the foregoing being collectively referred to as "“Indemnified Amounts"”) awarded against or incurred by, any such Indemnified Party or other non-monetary damages of any such Indemnified Party any of them arising out of or as a result resulting from this Agreement or the other Transaction Documents or the use of this Agreementproceeds of purchases or reinvestments or the ownership of Receivable Interests or in respect of any Receivable or any Contract, excluding, however, (a) Indemnified Amounts to the extent resulting found by a court of competent jurisdiction to have resulted from gross negligence or willful misconduct on the part of any such Indemnified Party, (b) recourse (except as otherwise specifically provided in this Agreement) for uncollectible 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 any Receivable or any Contract. Without limiting or being limited by the foregoing, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify the such Indemnified Parties for Party from and against any and all Indemnified Amounts relating to or resulting fromfrom any of the following:

Indemnities by the Seller. Without limiting any other rights which that the Deal Administrative Agent, the Liquidity AgentInvestors or Scaldis Capital Limited (each, any Secured Parties, the Registrar or their assignees, or any of their respective Affiliates an "Indemnified Party") may have hereunder or under any Requirements of Lawapplicable law, the Seller hereby agrees to indemnify the Deal Agent, the Secured Parties, the Registrar or their assignees and each of their respective Affiliates and officers, directors, employees and agents thereof (collectively, the "Indemnified Parties") Party from and against any and all damages, losses, claims, losses and liabilities and related costs and expenses, (including reasonable attorneys' fees and disbursements fees) (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by, any such Indemnified Party or other non-monetary damages of any such Indemnified Party any of them arising out of or as a result resulting from this Agreement or the other Transaction Documents or the use of this Agreementproceeds of purchases or the ownership of Receivable Interests or in respect of any Receivable or any Contract, 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 gross negligence or willful misconduct on the part of any such Indemnified Party, (b) recourse (except as otherwise specifically provided in this Agreement) for uncollectible 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 any Receivable or any Contract. Without limiting or being limited by the foregoing, the Seller shall pay within 30 days of demand to each Indemnified Party any and all amounts necessary to indemnify the such Indemnified Parties for Party from and against any and all Indemnified Amounts relating to or resulting fromfrom any of the following:

Indemnities by the Seller. Without limiting any other rights which the Deal Agent, the Liquidity Agent, any Secured Parties, the Registrar or their assignees, or any of their respective Affiliates SFC may have hereunder or under any Requirements of Lawapplicable law, the Seller hereby agrees to indemnify the Deal Agent, the Secured Parties, the Registrar or their assignees SFC and each of any successors and permitted assigns and their respective Affiliates and officers, directors, directors and employees and agents thereof (collectively, the "Indemnified Parties") from and against any and all damages, losses, claims, liabilities and related liabilities, costs and expenses, including including, without limitation, reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by, any such Indemnified Party or other non-monetary damages of any such Indemnified Party by any of them in any action or proceeding between the Seller (including such Person's 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 as a result of this Agreement, or the other Transaction Documents, excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of any an Indemnified PartyParty or (ii) recourse for Receivables which become Defaulted Receivables for credit reasons. Without limiting the generality of the foregoing, the Seller shall indemnify the each Indemnified Parties Party for Indemnified Amounts relating to or resulting from:

Indemnities by the Seller. Without limiting any other rights which the Deal Agent, the Liquidity Agent, any Secured Parties, the Registrar or their assignees, or any of their respective Affiliates Purchaser may have hereunder or under any Requirements of Lawapplicable law, the Seller each Seller, severally and not jointly, hereby agrees to indemnify the Deal AgentPurchaser and its successors, the Secured Parties, the Registrar or their assignees assigns and each of transferees and their respective Affiliates and directors, partners, officers, directors, employees and agents thereof agents, including without limitation, each Indemnified Party (collectivelyas defined in the Second-Tier Agreement) (each of the foregoing, the a "Sale Indemnified PartiesParty") from and against any and all damages, claims, losses, claimsliabilities (other than taxes on the overall net income of a Sale Indemnified Party and franchise taxes imposed on a Sale Indemnified Party by any taxing authority in any jurisdiction which asserts jurisdiction to impose such taxes on the basis of the contacts which such Sale Indemnified Party maintains with such jurisdiction other than the contacts arising from the execution, liabilities performance and delivery of, or receipt of payments under, this Agreement or any other Program Document) and related costs and expenses, including reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") ), awarded against or incurred by, by any such Sale Indemnified Party or other non-monetary damages of any such Indemnified Party any of them arising out of or as a result of this Agreement, excluding, however, Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of any Indemnified Party. Without limiting the foregoing, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts relating to or resulting fromof:

Indemnities by the Seller. Without limiting any other rights which that the Deal Agent, the Liquidity Agent, any Secured Parties, the Registrar or their assignees, Purchaser or any of their respective Affiliates its employees, agents, successors, transferees or assigns (each, an "Indemnified Party") may have hereunder or under any Requirements of Lawapplicable law, the Seller hereby agrees to indemnify the Deal Agent, the Secured Parties, the Registrar or their assignees and each of their respective Affiliates and officers, directors, employees and agents thereof (collectively, the "Indemnified Parties") Party from and against any and all claims, damages, losses, claims, liabilities and related costs and expenses, losses and liabilities (including reasonable attorneys' fees and disbursements Attorney Costs) (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by, any such Indemnified Party or other non-monetary damages of any such Indemnified Party any of them arising out of or as a result resulting from this Agreement (whether directly or indirectly) or the use of this Agreementproceeds of purchases or the ownership of any Receivable or any related Contract, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or negligence, willful misconduct or unlawful conduct on the part of any such Indemnified Party, (b) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables, 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 any political subdivision thereof. Without limiting or being limited by the foregoing, and subject to the exclusions set forth in the preceding sentence, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify the such Indemnified Parties for Party from and against any and all Indemnified Amounts relating to or resulting fromfrom any of the following:

Indemnities by the Seller. Without limiting any other rights which that the Deal Agent, the Liquidity Agent, any Secured PartiesInvestors, the Registrar Banks or their assignees, any entity which provides liquidity or credit enhancement or any of their respective Affiliates or agents (each, an “Indemnified Party”) may have hereunder or under any Requirements of Lawapplicable law, the Seller hereby agrees to indemnify the Deal Agent, the Secured Parties, the Registrar or their assignees and each of their respective Affiliates and officers, directors, employees and agents thereof (collectively, the "Indemnified Parties") Party from and against any and all claims, damages, lossescosts, claims, liabilities and related costs and expenses, losses and liabilities (including reasonable attorneys' fees and disbursements ’ fees) (all of the foregoing being collectively referred to as "“Indemnified Amounts"”) awarded against or incurred by, any such Indemnified Party or other non-monetary damages of any such Indemnified Party any of them arising out of or as a result resulting from this Agreement or the ownership of this AgreementReceivable Interests or in respect of any Receivable or any Contract, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of any such Indemnified Party, (b) recourse for uncollectible 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 any Receivable or any Contract. Without limiting or being limited by the foregoingforegoing (but subject to the aforementioned exclusions), the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify the such Indemnified Parties for Party from and against any and all Indemnified Amounts relating to or resulting fromfrom any of the following:

Indemnities by the Seller. Without limiting any other rights which that the Deal Agent, the Liquidity Agent, any Secured PartiesPurchaser, the Registrar or their assignees, any Bank or any of their respective Affiliates (each, an "Indemnified Party") may have hereunder or under any Requirements of Lawapplicable law, the Seller hereby agrees to indemnify the Deal Agent, the Secured Parties, the Registrar or their assignees and each of their respective Affiliates and officers, directors, employees and agents thereof (collectively, the "Indemnified Parties") Party from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as collectively, "Indemnified Amounts") ), awarded against or incurred by, any such Indemnified Party or other non-monetary damages of any such Indemnified Party by any of them arising out of or as a result of this AgreementAgreement or the ownership of Receivable Interests or in respect of any Receivable or any Contract, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, (b) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (c) any taxes based on or measured by the income of any Indemnified PartyParty 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. Without limiting or being limited by the foregoing, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify the such Indemnified Parties for Party from and against any and all Indemnified Amounts relating to or resulting fromfrom any of the following:

Indemnities by the Seller. Without limiting any other -------------------------- rights which that the Deal Agent, Administrative Agent or the Liquidity Agent, any Secured Parties, the Registrar or their assignees, Secondary Purchasers or any of Affiliate thereof and their respective Affiliates officers, directors, employees and agents (each, an "Indemnified Party") may have hereunder or under any Requirements of Lawapplicable law, the Seller hereby agrees to indemnify the Deal Agent, the Secured Parties, the Registrar or their assignees and each of their respective Affiliates and officers, directors, employees and agents thereof (collectively, the "Indemnified Parties") Party from and against any and all damages, losses, claims, losses and liabilities and related costs (including reasonable attorneys fees and expenses, including reasonable attorneys' fees and disbursements ) (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by, any such Indemnified Party or other non-monetary damages of any such Indemnified Party any of them arising out of or as a result resulting from this Agreement or the use of this Agreementproceeds of purchases or reinvestments or the ownership of Receivable Interests or in respect of any Receivable or any Contract, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of any such Indemnified Party, (b) recourses(except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (c) except as set forth below, 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 any Receivable or any Contract. Without limiting limitation of the generality of the foregoing, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify the such Indemnified Parties for Party from and against any and all Indemnified Amounts relating to or resulting fromfrom any of the following:

Indemnities by the Seller. (a) Without limiting any other rights which the Deal Agent, the Liquidity Agent, any Secured Parties, the Registrar or their assignees, or any of their respective Affiliates Affected Party may have hereunder or under any Requirements of Lawapplicable law, the Seller and the Initial Servicer jointly and severally hereby agrees agree to indemnify the Purchaser and FNBB, individually and in its capacity as Deal Agent, the Secured Parties, the Registrar or their assignees and each of their respective Affiliates and officers, directors, employees and agents thereof Agent (collectively, the "Indemnified Parties") ), from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by, any by such Indemnified Party or other non-monetary damages of any such Indemnified Party any of them arising out of or as a result of this Agreement, any of the other Facility Documents, or any interest of any such Indemnified Party in, to or under the Purchased Interests, or in respect of any Asset, excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of any Indemnified Party, (ii) recourse (except with respect to payment and performance obligations provided for in this Agreement) for uncollectible Purchased Assets, or (iii) Indemnified Amounts which are cured upon a repurchase of the Purchased Assets by the Seller or the Initial Servicer. Without limiting The Seller and, if the foregoingSeller fails to do so, the Seller Initial Servicer shall indemnify the each Indemnified Parties Party for Indemnified Amounts relating to or resulting from:

Indemnities by the Seller. Without limiting any other rights which that the Deal Agent, the Liquidity Agent, any Secured PartiesInvestors, the Registrar or their assignees, Banks or any of their respective Affiliates (each, an "INDEMNIFIED PARTY") may have hereunder or under any Requirements of Lawapplicable law, the Seller hereby agrees to indemnify the Deal Agent, the Secured Parties, the Registrar or their assignees and each of their respective Affiliates and officers, directors, employees and agents thereof (collectively, the "Indemnified Parties") Party from and against any and all damages, losses, claims, losses and liabilities and related costs and expenses, (including reasonable attorneys' fees and disbursements fees) (all of the foregoing being collectively referred to as "Indemnified AmountsINDEMNIFIED AMOUNTS") awarded against or incurred by, any such Indemnified Party or other non-monetary damages of any such Indemnified Party any of them arising out of or as a result resulting from this Agreement or the other Transaction Documents or the use of this Agreementproceeds of purchases or reinvestments or the ownership of Receivable Interests or in respect of any Receivable or any Contract, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of any such Indemnified Party, (b) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (c) any taxes which are subject to indemnity under Section 2.10 or excluded from the definition of Taxes thereunder. Without limiting or being limited by the foregoing, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify the such Indemnified Parties for Party from and against any and all Indemnified Amounts relating to or resulting fromfrom any of the following:

Indemnities by the Seller. Without limiting any other rights which that the Deal Purchaser and its assigns (including without limitation, the Agent, the Liquidity Agent, any Secured Parties, "Purchaser" under the Registrar or their assignees, or any of Purchase Agreement and their respective Affiliates Affiliates, officers, directors and employees) (each, an "Indemnified Party") may have hereunder or under any Requirements of Lawapplicable law, the Seller hereby agrees to indemnify the Deal Agent, the Secured Parties, the Registrar or their assignees and each of their respective Affiliates and officers, directors, employees and agents thereof (collectively, the "Indemnified Parties") Party from and against any and all damages, losses, claims, losses and liabilities and related costs and expenses, (including reasonable attorneys' fees and disbursements fees) (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by, any such Indemnified Party or other non-monetary damages of any such Indemnified Party any of them arising out of or as a result resulting from this Agreement or any other Transaction Document or the acquisition by the Purchaser of this Agreement, any Receivable excluding, however, Indemnified Amounts to the extent resulting from gross negligence the same includes losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or willful misconduct on lack of creditworthiness of the part of any Indemnified Partyrelated Obligor. Without limiting the foregoinggenerality of the foregoing indemnification, the Seller shall indemnify the each Indemnified Parties Party for all Indemnified Amounts relating to or resulting fromfrom any of the following:

Indemnities by the Seller. Without limiting any other rights which that the Deal Agent, the Liquidity Agent, any Secured PartiesConduit Purchaser, the Registrar or their assigneesBank Purchasers, the Affected Persons or any of their respective Affiliates (each, an "Indemnified Party") may have hereunder or under any Requirements of Lawapplicable law, the Seller hereby agrees to indemnify the Deal Agent, the Secured Parties, the Registrar or their assignees and each of their respective Affiliates and officers, directors, employees and agents thereof (collectively, the "Indemnified Parties") Party from and against any and all damages, losses, claims, losses and liabilities and related costs and expenses, (including reasonable attorneys' fees and disbursements fees) (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by, any such Indemnified Party or other non-monetary damages of any such Indemnified Party any of them arising out of or as a result resulting from this Agreement or any other Transaction Document or the use of this Agreementproceeds of purchases or reinvestments or the ownership of Receivable Interests or in respect of any Receivable or any Contract, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of any such Indemnified Party, or (b) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or delayed payment thereon due to creditworthiness of the Obligors. Without limiting or being limited by the foregoing, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify the such Indemnified Parties for Party from and against any and all Indemnified Amounts relating to or resulting fromfrom any of the following:

Indemnities by the Seller. Without limiting any other rights which that the Deal Agent, Administrative Agent or the Liquidity Agent, any Secured Parties, the Registrar or their assignees, Purchasers or any of Affiliate thereof and their respective Affiliates officers, directors, employees and agents (each, an "Indemnified Party") may have hereunder or under any Requirements of Lawapplicable law, the Seller hereby agrees to indemnify the Deal Agent, the Secured Parties, the Registrar or their assignees and each of their respective Affiliates and officers, directors, employees and agents thereof (collectively, the "Indemnified Parties") Party from and against any and all damages, losses, claims, losses and liabilities and related costs (including reasonable attorneys fees and expenses, including reasonable attorneys' fees and disbursements ) (all of the foregoing being collectively referred to as as. "Indemnified Amounts") awarded against or incurred by, any such Indemnified Party or other non-monetary damages of any such Indemnified Party any of them arising out of or as a result resulting from this Agreement or the use of this Agreementproceeds of purchases or reinvestments or the ownership of Receivable Interests or in respect of any Receivable or any Contract, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of any such Indemnified Party, (b) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (c) except as set forth below, 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 any Receivable or any Contract. Without limiting limitation of the generality of the foregoing, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify the such Indemnified Parties for Party from and against any and all Indemnified Amounts relating to or resulting fromfrom any of the following:

Indemnities by the Seller. Without limiting any other rights which the Deal Agent, the Liquidity Agent, any Secured Parties, the Registrar or their assignees, or any of their respective Affiliates Indemnified Party may have hereunder or under any Requirements of Lawapplicable law, the Seller hereby agrees to indemnify the Deal Agent, the Secured Parties, the Registrar or their assignees and each of their respective Affiliates and officers, directors, employees and agents thereof (collectively, the "Indemnified Parties") Party from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as "Indemnified AmountsINDEMNIFIED AMOUNTS") awarded against or incurred by, any such Indemnified Party or other non-monetary damages of any such Indemnified Party by any of them arising out of or as a result of this AgreementAgreement or the use of proceeds of Purchases or the ownership of Eligible Assets or in respect of any Receivable or any Contract, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of any such Indemnified Party, (b) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (c) any income taxes incurred by any of them arising out of or as a result of this Agreement or the ownership of Eligible Assets or in respect of any Receivable or any Contract. Without limiting or being limited by the foregoing, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify the such Indemnified Parties Party for Indemnified Amounts relating to or resulting from:

Indemnities by the Seller. Without limiting any other rights which the Deal Agent, the Liquidity Agent, any Secured Parties, the Registrar or their assignees, Banks or any of their respective Affiliates (each an "Indemnified Party") may have hereunder or under any Requirements of Lawapplicable law, the Seller hereby agrees to indemnify the Deal Agent, the Secured Parties, the Registrar or their assignees and each of their respective Affiliates and officers, directors, employees and agents thereof (collectively, the "Indemnified Parties") Party from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by, any such Indemnified Party or other non-monetary damages of any such Indemnified Party by any of them arising out of or as a result of this AgreementAgreement or the use of proceeds of Purchases or the ownership of Eligible Assets or in respect of any Receivable or any Contract, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of any such Indemnified Party, (b) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (c) any income taxes incurred by any of them arising out of or as a result of this Agreement or the ownership of Eligible Assets or in respect of any Receivable or any Contract. Without limiting or being limited by the foregoing, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify the such Indemnified Parties Party for Indemnified Amounts relating to or resulting from:

Indemnities by the Seller. (a) Without limiting any ------------------------- other rights which the Deal Agent, the Liquidity Agent, any Secured Parties, the Registrar or their assignees, or any of their respective Affiliates Affected Party may have hereunder or under any Requirements of Lawapplicable law, the Seller hereby agrees to indemnify the Purchaser and FNBB, individually and in its capacity as Deal Agent, the Secured Parties, the Registrar or their assignees and each of their respective Affiliates and officers, directors, employees and agents thereof Agent (collectively, the "Indemnified Parties") ), from and against ------------------- any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or ------------------- incurred by, any by such Indemnified Party or other non-monetary damages of any such Indemnified Party any of them arising out of or as a result of this Agreement, any of the other Facility Documents, or any interest of any such Indemnified Party in, to or under the Purchased Interests, the Equipment Collateral or in respect of any Asset or any Lease, excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of any Indemnified PartyParty or (ii) recourse (except with respect to payment and performance obligations provided for in this Agreement) for uncollectible Purchased Assets. Without limiting the foregoing, the Seller shall indemnify the each Indemnified Parties Party for Indemnified Amounts relating to or resulting from:

Indemnities by the Seller. Without limiting any other rights which that the Deal Agent, the Liquidity Agent, any Secured PartiesInvestors, the Registrar or their assignees, Banks or any of their respective Affiliates (each, an "Indemnified Party") may have hereunder or under any Requirements of Lawapplicable law, the Seller hereby agrees to indemnify the Deal Agent, the Secured Parties, the Registrar or their assignees and each of their respective Affiliates and officers, directors, employees and agents thereof (collectively, the "Indemnified Parties") Party from and against any and all damages, losses, claims, losses and liabilities and related costs and expenses, (including reasonable attorneys' fees and disbursements fees) (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by, any such Indemnified Party or other non-monetary damages of any such Indemnified Party any of them arising out of or as a result resulting from this Agreement or the other Transaction Documents or the use of this Agreementproceeds of purchases or reinvestments or the ownership of Receivable Interests or in respect of any Receivable or any Contract, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of any such Indemnified Party, (b) recourse (except as otherwise specifically provided in this Agreement) for uncollectible 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 any Receivable or any Contract. Without limiting or being limited by the foregoing, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify the such Indemnified Parties for Party from and against any and all Indemnified Amounts relating to or resulting fromfrom any of the following:

Indemnities by the Seller. (a) Without limiting any other rights which that the Deal Agent, the Liquidity Agent, any Secured Parties, the Registrar or their assignees, Purchaser or any director, officer, employee or agent of their respective Affiliates the Purchaser (each an "Indemnified Party") may have hereunder under this Agreement or under any Requirements of Lawapplicable law, the Seller hereby agrees to indemnify the Deal Agent, the Secured Parties, the Registrar or their assignees and each of their respective Affiliates and officers, directors, employees and agents thereof (collectively, the "Indemnified Parties") Party from and against any and all damagesclaims, losses, claimsliabilities, liabilities obligations, damages, penalties, actions, judgments, suits, and related costs and expensesexpenses of any nature whatsoever, including reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded which may be imposed on, incurred by or asserted against or incurred by, any such an Indemnified Party or other non-monetary damages of in any such Indemnified Party any of them way arising out of or as a result relating to this Agreement or the ownership of this Agreementthe Purchased Receivables or in respect of any Receivable or any Contract, excluding, however, Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of any Indemnified Party. Without limiting ; provided, however, in the foregoingevent there has not occurred a breach of a representation, covenant or warranty contained in Sections 4.1 or 4.2, nothing in this Section 8.1 shall require the Seller shall to indemnify the Indemnified Parties Party for Indemnified Amounts relating Receivables which are not collected, not paid or otherwise uncollectible on account of the insolvency, bankruptcy, creditworthiness or financial ability to or resulting from:pay of the applicable respective Payor.

Indemnities by the Seller. Without limiting any other rights which that the Deal Administrative Agent, the Liquidity AgentInvestors or Scaldis Capital Limited (each, any Secured Parties, the Registrar or their assignees, or any of their respective Affiliates an “Indemnified Party”) may have hereunder or under any Requirements of Lawapplicable law, the Seller hereby agrees to indemnify the Deal Agent, the Secured Parties, the Registrar or their assignees and each of their respective Affiliates and officers, directors, employees and agents thereof (collectively, the "Indemnified Parties") Party from and against any and all damages, losses, claims, losses and liabilities and related costs and expenses, (including reasonable attorneys' fees and disbursements ’ fees) (all of the foregoing being collectively referred to as "“Indemnified Amounts"”) awarded against or incurred by, any such Indemnified Party or other non-monetary damages of any such Indemnified Party any of them arising out of or as a result resulting from this Agreement or the other Transaction Documents or the use of this Agreementproceeds of purchases or the ownership of Receivable Interests or in respect of any Receivable or any Contract, 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 gross negligence or willful misconduct on the part of any such Indemnified Party, (b) recourse (except as otherwise specifically provided in this Agreement) for uncollectible 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 any Receivable or any Contract. Without limiting or being limited by the foregoing, the Seller shall pay within 30 days of demand to each Indemnified Party any and all amounts necessary to indemnify the such Indemnified Parties for Party from and against any and all Indemnified Amounts relating to or resulting fromfrom any of the following:

Indemnities by the Seller. Without limiting any other rights which that the Deal Agent, the Liquidity Agent, any Secured PartiesInvestors, the Registrar or their assignees, Banks or any of their respective Affiliates (each, an "Indemnified Party") may have hereunder or under any Requirements of Lawapplicable law, the Seller hereby agrees to indemnify the Deal Agent, the Secured Parties, the Registrar or their assignees and each of their respective Affiliates and officers, directors, employees and agents thereof (collectively, the "Indemnified Parties") Party from and against any and all damages, losses, claims, losses and liabilities and related costs and expenses, (including reasonable attorneys' fees and disbursements fees) (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by, any such Indemnified Party or other non-monetary damages of any such Indemnified Party any of them arising out of or as a result resulting from this Agreement or the other Transaction Documents or the use of this Agreementproceeds of purchases or reinvestments or the ownership of Receivable Interests or in respect of any Receivable or any Contract, excluding, however, (a) Indemnified Amounts to the extent resulting found by a court of competent jurisdiction to have resulted from gross negligence or willful misconduct on the part of any such Indemnified Party, (b) recourse (except as otherwise specifically provided in this Agreement) for uncollectible 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 any Receivable or any Contract. Without limiting or being limited by the foregoing, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify the such Indemnified Parties for Party from and against any and all Indemnified Amounts relating to or resulting fromfrom any of the following:

Indemnities by the Seller. Without limiting any other rights which that the Deal Agent, Administrator or the Liquidity Agent, any Secured Parties, the Registrar or their assignees, Issuer or any of their respective Affiliates Affiliates, employees, agents, successors, transferees or assigns (each, an "Indemnified Party") may have hereunder or under any Requirements of Lawapplicable law, the Seller hereby agrees to indemnify the Deal Agent, the Secured Parties, the Registrar or their assignees and each of their respective Affiliates and officers, directors, employees and agents thereof (collectively, the "Indemnified Parties") Party from and against any and all claims, damages, losses, claims, liabilities and related costs and expenses, losses and liabilities (including reasonable attorneys' fees and disbursements Attorney Costs) (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by, any such Indemnified Party or other non-monetary damages of any such Indemnified Party any of them arising out of or as a result resulting from this Agreement (whether directly or indirectly) or the use of this Agreementproceeds of purchases or reinvestments or the ownership of the Purchased Interest, or any interest therein, or in respect of any Receivable or any Contract, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of any such Indemnified Party, or (b) 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 any political subdivision thereof. Without limiting or being limited by the foregoing, but subject to the exclusions set forth in the preceding sentence, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify the such Indemnified Parties for Party from and against any and all Indemnified Amounts relating to or resulting fromfrom any of the following:

Indemnities by the Seller. Without limiting any other rights which that the Deal Agent, the Liquidity Agent, any Secured PartiesInvestors, the Registrar Banks or their assignees, any entity which provides liquidity or credit enhancement or any of their respective Affiliates or agents (each, an “Indemnified Party”) may have hereunder or under any Requirements of Lawapplicable law, the Seller hereby agrees to indemnify the Deal Agent, the Secured Parties, the Registrar or their assignees and each of their respective Affiliates and officers, directors, employees and agents thereof (collectively, the "Indemnified Parties") Party from and against any and all claims, damages, lossescosts, claims, liabilities and related costs and expenses, losses and liabilities (including reasonable attorneys' fees and disbursements ’ fees) (all of the foregoing being collectively referred to as "“Indemnified Amounts"”) awarded against or incurred by, any such Indemnified Party or other non-monetary damages of any such Indemnified Party any of them arising out of or as a result resulting from this Agreement or the ownership of this AgreementReceivable Interests or in respect of any Receivable or any Contract, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of any such Indemnified Party, (b) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (c) any taxes (other than Taxes or Other 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 any Receivable or any Contract. Without limiting or being limited by the foregoing, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify the such Indemnified Parties for Party from and against any and all Indemnified Amounts relating to or resulting from:from any of the following (subject, however, to the exclusions in clauses (a), (b) and (c) of the previous sentence):

Indemnities by the Seller. Without limiting any other rights which that the Deal AgentAdministrator, the Liquidity AgentIssuer, any Secured Parties, the Registrar or their assignees, Program Support Provider or any of their respective Affiliates Affiliates, employees, officers, directors, agents, counsel, successors, transferees or assigns (each, an "Indemnified Party") may have hereunder or under any Requirements of Lawapplicable law, the Seller hereby agrees to indemnify the Deal Agent, the Secured Parties, the Registrar or their assignees and each of their respective Affiliates and officers, directors, employees and agents thereof (collectively, the "Indemnified Parties") Party from and against any and all claims, damages, losses, claims, liabilities and related costs and expenses, costs, losses and liabilities (including reasonable attorneys' fees and disbursements Attorney Costs) (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by, any such Indemnified Party or other non-monetary damages of any such Indemnified Party any of them arising out of or as a result resulting from this Agreement (whether directly or indirectly), the use of this Agreementproceeds of purchases or reinvestments, the ownership of the Purchased Interest, or any interest therein, or in respect of any Receivable, Related Security or Contract, excluding, however, : (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party or its officers, directors, agents or counsel, (b) recourse (except as otherwise specifically provided in this Section 3.1) for collectibility or performance of the Receivables, and (c) Indemnified Amounts resulting from any act or failure to act by any Obligor in violation of the applicable Contract, or (d) any overall net income taxes or franchise taxes imposed on such Indemnified PartyParty by the jurisdiction under the laws of which such Indemnified Party is organized or any political subdivision thereof. Without limiting the foregoing, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts relating to or resulting from:being

Indemnities by the Seller. (a) Without limiting any other rights which that the Deal AgentPurchaser, the Liquidity AgentAdministrative Agent or any director, any Secured Partiesofficer, the Registrar employee or their assigneesagent of such party (each an "INDEMNIFIED PARTY") may have hereunder, or any of their respective Affiliates may have hereunder or under any Requirements of Lawapplicable law, the Seller hereby agrees to indemnify the Deal Agent, the Secured Parties, the Registrar or their assignees and each of their respective Affiliates and officers, directors, employees and agents thereof (collectively, the "Indemnified Parties") Party from and against any and all damagesclaims, losses, claimsliabilities, liabilities obligations, damages, penalties, actions, judgments, suits, and related costs and expenses, expenses of any nature whatsoever (including reasonable attorneys' legal fees and disbursements disbursements) (all other than taxes imposed or measured by the net income of the foregoing being collectively referred to as "Indemnified Amounts") awarded Purchaser or any Administrative Agent in the jurisdiction in which such party has its principal office), which may be imposed on, incurred by or asserted against or incurred by, any such an Indemnified Party or other non-monetary damages of in any such Indemnified Party any of them way arising out of or as a result relating to any breach of the Seller's obligations under this Agreement, excluding, however, Indemnified Amounts to the extent resulting solely from gross negligence or willful misconduct on the part of any such Indemnified PartyParty (all of the foregoing being collectively referred to as "INDEMNIFIED AMOUNTS"). Without limiting or being limited by the foregoing, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify the such Indemnified Parties for Party from and against any and all Indemnified Amounts relating to or resulting from:

Indemnities by the Seller. Without limiting any other rights which that the Deal Agent, Administrator or the Liquidity Agent, any Secured Parties, the Registrar or their assignees, Issuer or any of their respective Affiliates Affiliates, employees, agents, successors, transferees or assigns (each, an "INDEMNIFIED PARTY") may have hereunder or under any Requirements of Lawapplicable law, the Seller hereby agrees to indemnify the Deal Agent, the Secured Parties, the Registrar or their assignees and each of their respective Affiliates and officers, directors, employees and agents thereof (collectively, the "Indemnified Parties") Party from and against any and all claims, damages, losses, claims, liabilities and related costs and expenses, losses and liabilities (including reasonable attorneys' fees and disbursements Attorney Costs) (all of the foregoing being collectively referred to as "Indemnified AmountsINDEMNIFIED AMOUNTS") awarded against or incurred by, any such Indemnified Party or other non-monetary damages of any such Indemnified Party any of them arising out of or as a result resulting from this Agreement (whether directly or indirectly) or the use of this Agreementproceeds of purchases or reinvestments or the ownership of the Purchased Interest, or any interest therein, or in respect of any Receivable or any Contract, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of any such Indemnified Party, or (b) 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 any political subdivision thereof. Without limiting or being limited by the foregoing, but subject to the exclusions set forth in the preceding sentence, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify the such Indemnified Parties for Party from and against any and all Indemnified Amounts relating to or resulting fromfrom any of the following:

Indemnities by the Seller. Without limiting any other rights which the Deal Agent, the Liquidity Agent, any Secured Parties, the Registrar or their assignees, Owner or any of their respective Affiliates (each an "Indemnified Party") may have hereunder or under any Requirements of Lawapplicable law, the Seller hereby agrees to indemnify the Deal Agent, the Secured Parties, the Registrar or their assignees and each of their respective Affiliates and officers, directors, employees and agents thereof (collectively, the "Indemnified Parties") Party from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by, any such Indemnified Party or other non-monetary damages of any such Indemnified Party by any of them arising out of or as a result of this AgreementAgreement or the use of proceeds of Purchases or the ownership of Eligible Assets or in respect of any Receivable or any Contract, excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of any such Indemnified PartyParty or (ii) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables. Without limiting or being limited by the foregoing, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify the such Indemnified Parties Party for Indemnified Amounts relating to or resulting from:

Indemnities by the Seller. Without limiting any other rights which the Deal Agent, the Liquidity AgentOwner, any Secured PartiesBTMUNY, the Registrar Program Administrator, the Liquidity Provider, the Enhancement Provider and each Affiliate or their assignees, member thereof or any of their respective Affiliates officers, directors, employees or advisors (each an “Indemnified Party”) may have hereunder or under any Requirements of Lawapplicable law, the Seller hereby agrees to indemnify the Deal Agent, the Secured Parties, the Registrar or their assignees and each of their respective Affiliates and officers, directors, employees and agents thereof (collectively, the "Indemnified Parties") Party from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys' ’ fees and disbursements (all of the foregoing being collectively referred to as "“Indemnified Amounts") ”), awarded against or incurred by, any such Indemnified Party or other non-monetary damages of any such Indemnified Party by any of them arising out of or as a result of this AgreementAgreement or the use of proceeds of the Purchase or the ownership of Eligible Assets or in respect of any Receivable or any Contract, excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of any the relevant Indemnified PartyParty or (ii) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables. Without limiting the foregoing, the Seller shall pay on demand to the relevant Indemnified Party any and all amounts necessary to indemnify the such Indemnified Parties Party for Indemnified Amounts relating to or resulting from:

Indemnities by the Seller. Without limiting any other ------------------------- rights which the Deal Agent, the Liquidity Agent, any Secured Parties, the Registrar Citibank or their assignees, CNA or any Affiliate of their respective Affiliates any thereof (each, an "Indemnified Party") may have hereunder or under any Requirements of Lawapplicable law, the Seller hereby agrees to indemnify the Deal Agent, the Secured Parties, the Registrar or their assignees and each of their respective Affiliates and officers, directors, employees and agents thereof (collectively, the "Indemnified Parties") Party from and against any and all damages, losses, claims, losses and liabilities and related costs and expenses, (including reasonable attorneys' fees and disbursements fees) (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by, any such Indemnified Party or other non-monetary damages of any such Indemnified Party by any of them arising out of or as a result of this AgreementAgreement or the use of proceeds of Purchases or reinvestments or the ownership of Shares or in respect of any Receivable or any Contract, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of any such Indemnified PartyParty or (b) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables. Without limiting or being limited by the foregoing, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify the such Indemnified Parties for Party from and against any and all Indemnified Amounts relating to or resulting from:

Indemnities by the Seller. Without limiting any other rights which that the Deal Program Agent, the Liquidity Agent, any Secured PartiesInvestor Agents, the Registrar or their assigneesInvestors, the Banks or any of their respective Affiliates (each, an "Indemnified Party") may have hereunder or under any Requirements of Lawapplicable law, the Seller hereby agrees to indemnify the Deal Agent, the Secured Parties, the Registrar or their assignees and each of their respective Affiliates and officers, directors, employees and agents thereof (collectively, the "Indemnified Parties") Party from and against any and all damages, losses, claims, losses and liabilities and related costs and expenses, (including reasonable attorneys' fees and disbursements fees) (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by, any such Indemnified Party or other non-monetary damages of any such Indemnified Party any of them arising out of or as a result resulting from this Agreement or the other Transaction Documents or the use of this Agreementproceeds of purchases or reinvestments or the ownership of Receivable Interests or in respect of any Receivable or any Contract, excluding, however, (a) Indemnified Amounts to the extent resulting found by a court of competent jurisdiction to have resulted from gross negligence or willful misconduct on the part of any such Indemnified Party, (b) recourse (except as otherwise specifically provided in this Agreement) for uncollectible 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 any Receivable or any Contract. Without limiting or being limited by the foregoing, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify the such Indemnified Parties for Party from and against any and all Indemnified Amounts relating to or resulting fromfrom any of the following:

Indemnities by the Seller. Without limiting any other rights which that the Deal Agent, the Liquidity Agent, any Secured Parties, the Registrar or their assignees, Investors or any of their respective Affiliates (each, an "INDEMNIFIED PARTY") may have hereunder or under any Requirements of Lawapplicable law, the Seller hereby agrees to indemnify the Deal Agent, the Secured Parties, the Registrar or their assignees and each of their respective Affiliates and officers, directors, employees and agents thereof (collectively, the "Indemnified Parties") Party from and against any and all damages, losses, claims, losses and liabilities and related costs and expenses, (including reasonable attorneys' fees and disbursements fees) (all of the foregoing being collectively referred to as "Indemnified AmountsINDEMNIFIED AMOUNTS") awarded against or incurred by, any such Indemnified Party or other non-monetary damages of any such Indemnified Party any of them arising out of or as a result resulting from this Agreement or the other Transaction Documents or the use of this Agreementproceeds of purchases or reinvestments or the ownership of Receivable Interests or in respect of any Receivable or any Contract, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of any such Indemnified Party, (b) recourse (except as otherwise specifically provided in this Agreement) for uncollectible 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 any Receivable or any Contract. Without limiting or being limited by the foregoing, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify the such Indemnified Parties for Party from and against any and all Indemnified Amounts relating to or resulting fromfrom any of the following:

Indemnities by the Seller. Without limiting any other rights which the Deal Agent, the Liquidity AgentBuyer, any Secured Parties, the Registrar or their assignees, or any of Affiliate thereof and their respective Affiliates permitted designees and assignees (each an "Indemnified Party") may have hereunder under any Purchase Document or under any Requirements of Lawapplicable law, the Seller hereby agrees to indemnify the Deal Agent, the Secured Parties, the Registrar or their assignees and each of their respective Affiliates and officers, directors, employees and agents thereof (collectively, the "Indemnified Parties") Party from and against any and all damages, losses, claims, losses and liabilities and related costs and expenses, (including reasonable attorneys' fees and disbursements expenses, but excluding (all of the foregoing being collectively referred to as "Indemnified Amounts"a) awarded against or incurred by, any such Indemnified Party or other non-monetary damages of any such Indemnified Party any of them arising out of or as a result of this Agreement, excluding, however, Indemnified Amounts amount to the extent resulting from gross negligence or willful misconduct on the part of any such Indemnified Party. Without limiting , (b) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (c) any income taxes (other than any withholding taxes in respect of any Included Foreign Receivable) incurred by such Indemnified Party arising out of or as a result of any Purchase Document or the ownership of Purchased Interests or in respect of any Receivable, any Contract, any Related Security or any Additional Assigned Rights) (all of the foregoing, to the Seller extent not so excluded, being collectively referred to as "Indemnified Amounts"), and shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify the such Indemnified Parties for Party from and against any and all Indemnified Amounts relating to or Amounts, resulting from: