Common use of Indemnities by the Seller Clause in Contracts

Indemnities by the Seller. Without limiting any other rights that the Agent, the Investors, the Banks, any of their respective Affiliates or members or any of their respective officers, directors, employees or advisors (each, an “Indemnified Party”) may have hereunder or under applicable law, the Seller hereby agrees to indemnify each Indemnified Party from and against any and all claims, losses and liabilities (including reasonable attorneys’ fees) (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of or resulting from this Agreement or the other Transaction Documents or the use of proceeds 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 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 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 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 Agent, the Investors, the Banks, any of their respective Affiliates or members or any of their respective officers, directors, employees or advisors (each, an “Indemnified Party”) such Person may have hereunder or under applicable lawApplicable Law, the Seller hereby agrees to indemnify the Buyer, the Deal Agent, the Backup Servicer, the Collateral Custodian, any Secured Party or its assignee and each of their respective Affiliates and officers, directors, employees and agents thereof (collectively, the “Indemnified Party Parties”), forthwith on demand, from and against any and all damages, losses, claims, losses liabilities and liabilities (related costs and expenses, including reasonable attorneys’ fees) 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 resulting from as a result of this Agreement or the other Transaction Documents or the use of proceeds of purchases or reinvestments or the ownership of Receivable Interests or in respect of any Receivable or any ContractAgreement, excluding, however, (a) Indemnified Amounts to the extent found in a final non-appealable judgment of a court of competent jurisdiction to have resulted resulting from gross negligence or willful misconduct on the part of such any 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 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 Administrative Agent, FSA or the Investors, the Banks, any of their respective Affiliates or members Purchaser or any of Affiliate thereof and their respective officers, directors, employees or advisors and agents (each, an “Indemnified Party”"INDEMNIFIED PARTY") may have hereunder or under applicable law, the Seller hereby agrees to indemnify each Indemnified Party from and against any and all claims, losses and liabilities (including reasonable attorneys’ feesattorneys fees and expenses but excluding administrative overhead) (all of the foregoing being collectively referred to as “Indemnified Amounts”"INDEMNIFIED AMOUNTS") arising out of or resulting from this Agreement or the other Transaction Documents or the use of proceeds of purchases or reinvestments Purchases or the ownership of Receivable Interests Purchased Receivables or in respect of any Receivable or any Contract, excluding, however, Indemnified Amounts (a) Indemnified Amounts to the extent found in a final non-appealable judgment of a court of competent jurisdiction to have resulted resulting from gross negligence or willful misconduct on the part of such Indemnified Party, Party or (b) the effect of which would constitute recourse (except as otherwise specifically provided in this Agreement) for uncollectible nonpayment or delayed payment of Receivables due to the creditworthiness or (c) any income taxes incurred by such Indemnified Party arising out financial ability to pay of or as a result of this Agreement or the ownership of Receivable Interests or in respect of any Receivable or any ContractObligors. Without limiting or being limited by limitation of the generality of the foregoing, the Seller shall pay on demand 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 Deal Agent, the InvestorsLiquidity Agent, the Banksany Secured Party or its assignee, or any of their respective Affiliates or members or any of their respective officers, directors, employees or advisors (each, an “Indemnified Party”) may have hereunder or under applicable law, the Seller hereby agrees to indemnify the Deal Agent, the Liquidity Agent, any Secured Party or its assignee and each of their respective Affiliates and officers, directors, employees and agents thereof (collectively, the "Indemnified Party Parties") from and against any and all damages, losses, claims, losses liabilities and liabilities (related costs and expenses, including reasonable attorneys’ fees) ' 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 resulting from as a result of this Agreement or the other Transaction Documents or the use of proceeds of purchases or reinvestments or the ownership of Receivable Interests or in respect of any Receivable or any ContractAgreement, excluding, however, (a) Indemnified Amounts to the extent found in a final non-appealable judgment of a court of competent jurisdiction to have resulted resulting from gross negligence or willful misconduct on the part of such any 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 indemnify the Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Parties for Indemnified Amounts relating to or resulting from any of the followingfrom:

Indemnities by the Seller. Without limiting any other rights that which the Deal Agent, the InvestorsLiquidity Agent, any Secured Parties, the BanksRegistrar or their assignees, or any of their respective Affiliates or members or any of their respective officers, directors, employees or advisors (each, an “Indemnified Party”) may have hereunder or under applicable lawany 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 Party Parties") from and against any and all damages, losses, claims, losses liabilities and liabilities (related costs and expenses, including reasonable attorneys’ fees) ' 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 resulting from as a result of this Agreement or the other Transaction Documents or the use of proceeds of purchases or reinvestments or the ownership of Receivable Interests or in respect of any Receivable or any ContractAgreement, excluding, however, (a) Indemnified Amounts to the extent found in a final non-appealable judgment of a court of competent jurisdiction to have resulted resulting from gross negligence or willful misconduct on the part of such any 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 indemnify the Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Parties for Indemnified Amounts relating to or resulting from any of the followingfrom:

Indemnities by the Seller. Without limiting any other rights that which the Agent, the Investors, the Banks, any of their respective Affiliates or members or any of their respective officers, directors, employees or advisors (each, an “Indemnified Party”) Party may have hereunder or under applicable lawLaw, the Seller hereby agrees to indemnify each the SPV and its respective officers, directors, employees, counsel, other agents, successors and assigns (collectively, “Seller Indemnified Party Party”) from and against any and all damages, losses, claims, losses liabilities, costs and liabilities (expenses, including reasonable attorneys’ feesfees (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 it in any action or proceeding between the Seller and the Seller Indemnified Party or between the Seller Indemnified Party and any third party or otherwise arising out of or resulting from as a result of this Agreement or Agreement, the other Transaction Documents or the use of proceeds of purchases or reinvestments or Documents, the ownership or maintenance, either directly or indirectly, of Receivable Interests or in respect of the Receivables, any Receivable Related Security or any Contractinterest therein or any of the other transactions contemplated hereby or thereby, excluding, however, (ax) Seller Indemnified Amounts to the extent found in a final non-appealable judgment of a court of competent jurisdiction to have resulted resulting from gross negligence or willful misconduct on the part of such Seller Indemnified Party, as finally determined by a court of competent jurisdiction, (by) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (cz) 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 such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:Excluded Taxes.

Indemnities by the Seller. Without limiting any other rights that the Purchaser and its assigns (including without limitation, the Agent, the Investors, "Purchasers" under the Banks, any of Purchase Agreement and their respective Affiliates or members or any of their respective officers, directors, employees or advisors Affiliates) (each, an “"Indemnified Party”") may have hereunder or under applicable law, the Seller hereby agrees to indemnify each Indemnified Party from and against any and all claims, losses and liabilities (including reasonable attorneys’ ' fees) (all of the foregoing being collectively referred to as “"Indemnified Amounts”") arising out of or resulting from this Agreement or the any other Transaction Documents Document or the use of proceeds of purchases or reinvestments or acquisition by the ownership of Receivable Interests or in respect Purchaser of any Receivable or any Contract, excluding, however, (a) Indemnified Amounts to the extent 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 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 same includes losses in respect of any Receivable Receivables that are uncollectible on account of the insolvency, bankruptcy or any Contractlack of creditworthiness of the related Obligor. Without limiting or being limited by the foregoinggenerality of the foregoing indemnification, the Seller shall pay on demand to indemnify each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and for all Indemnified Amounts relating to or resulting from any of the following:

Indemnities by the Seller. (a) Without limiting any other rights that the AgentPurchaser, the Investors, the Banks, any of their respective Affiliates or members Administrative Agent or any director, officer, employee or agent of their respective officers, directors, employees or advisors such party (each, each an “Indemnified Party”"INDEMNIFIED PARTY") may have hereunder hereunder, or under applicable law, the Seller hereby agrees to indemnify each Indemnified Party from and against any and all claims, losses losses, liabilities, obligations, damages, penalties, actions, judgments, suits, and liabilities related costs and expenses of any nature whatsoever (including reasonable attorneys’ feeslegal fees and disbursements) (all other than taxes imposed or measured by the net income of the foregoing being collectively referred to as “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 an Indemnified Amounts”) Party in any way arising out of or resulting from relating to any breach of the Seller's obligations under this Agreement or the other Transaction Documents or the use of proceeds of purchases or reinvestments or the ownership of Receivable Interests or in respect of any Receivable or any ContractAgreement, excluding, however, (a) Indemnified Amounts to the extent found in a final non-appealable judgment of a court of competent jurisdiction to have resulted resulting solely from gross negligence or willful misconduct on the part of such Indemnified Party, Party (b) recourse (except all of the foregoing being collectively referred to 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"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 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 which the Agent, the Investors, the Banks, any of their respective Affiliates Citibank or members CNA or any Affiliate of their respective officers, directors, employees or advisors any thereof (each, an “"Indemnified Party”") may have hereunder or under applicable law, the Seller hereby agrees to indemnify each Indemnified Party from and against any and all claims, losses and liabilities (including reasonable attorneys’ ' fees) (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 or the other Transaction Documents or the use of proceeds of purchases Purchases or reinvestments or the ownership of Receivable Interests Shares or in respect of any Receivable or any Contract, excluding, however, (a) Indemnified Amounts to the extent found in a final non-appealable judgment of a court of competent jurisdiction to have resulted resulting from gross negligence or willful misconduct on the part of such Indemnified Party, Party or (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 ContractReceivables. 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 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 AgentAdministrator, the Investors, the BanksIssuer, any of their respective Affiliates or members Program Support Provider or any of their respective Affiliates, employees, officers, directors, employees agents, counsel, successors, transferees or advisors assigns (each, an “"Indemnified Party”") may have hereunder or under applicable law, the Seller hereby agrees to indemnify each Indemnified Party from and against any and all claims, damages, expenses, costs, losses and liabilities (including reasonable attorneys’ feesAttorney Costs) (all of the foregoing being collectively referred to as “"Indemnified Amounts”") arising out of or resulting from this Agreement (whether directly or the other Transaction Documents or indirectly), the use of proceeds of purchases or reinvestments or reinvestments, the ownership of Receivable Interests the Purchased Interest, or any interest therein, or in respect of any Receivable Receivable, Related Security or any Contract, excluding, however, : (a) Indemnified Amounts to the extent found in a final non-appealable judgment of a court of competent jurisdiction to have resulted resulting from gross negligence or willful misconduct on the part of such Indemnified PartyParty or its officers, directors, agents or counsel, (b) recourse (except as otherwise specifically provided in this AgreementSection 3.1) for uncollectible Receivables 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 incurred by or franchise taxes imposed on such Indemnified Party arising out by the jurisdiction under the laws of or as a result of this Agreement or the ownership of Receivable Interests or in respect of any Receivable which such Indemnified Party is organized or any Contractpolitical subdivision thereof. 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 such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:being

Indemnities by the Seller. Without limiting any other rights that the Agent, the Investors, the Banks, Banks or any entity which provides liquidity or credit enhancement or any of their respective Affiliates or members or any of their respective officers, directors, employees or advisors agents (each, an “Indemnified Party”) may have hereunder or under applicable law, the Seller hereby agrees to indemnify each Indemnified Party from and against any and all claims, damages, costs, expenses, losses and liabilities (including reasonable attorneys’ fees) (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of or resulting from this Agreement or the other Transaction Documents or the use of proceeds 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 found in a final non-appealable judgment of a court of competent jurisdiction to have resulted 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 income taxes (other than Taxes or Other Taxes) incurred by such Indemnified Party 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 such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following: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 that the Purchaser and its assigns (including without limitation, the Agent, the Investors, "Purchaser" under the Banks, any of Purchase Agreement and their respective Affiliates or members or any of their respective Affiliates, officers, directors, employees or advisors directors and employees) (each, an “"Indemnified Party”") may have hereunder or under applicable law, the Seller hereby agrees to indemnify each Indemnified Party from and against any and all claims, losses and liabilities (including reasonable attorneys’ ' fees) (all of the foregoing being collectively referred to as “"Indemnified Amounts”") arising out of or resulting from this Agreement or the any other Transaction Documents Document or the use of proceeds of purchases or reinvestments or acquisition by the ownership of Receivable Interests or in respect Purchaser of any Receivable or any Contract, excluding, however, (a) Indemnified Amounts to the extent 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 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 same includes losses in respect of any Receivable Receivables that are uncollectible on account of the insolvency, bankruptcy or any Contractlack of creditworthiness of the related Obligor. Without limiting or being limited by the foregoinggenerality of the foregoing indemnification, the Seller shall pay on demand to indemnify each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and for all Indemnified Amounts relating to or resulting from any of the following:

Indemnities by the Seller. Without limiting any other rights that the Agent, the Investors, the Banks, Investors or any of their respective Affiliates or members or any of their respective officers, directors, employees or advisors (each, an “Indemnified Party”"INDEMNIFIED PARTY") may have hereunder or under applicable law, the Seller hereby agrees to indemnify each Indemnified Party from and against any and all claims, losses and liabilities (including reasonable attorneys’ ' fees) (all of the foregoing being collectively referred to as “Indemnified Amounts”"INDEMNIFIED AMOUNTS") arising out of or resulting from this Agreement or the other Transaction Documents or the use of proceeds 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 found in a final non-appealable judgment of a court of competent jurisdiction to have resulted 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 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 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 Agent, Administrator or the Investors, the Banks, any of their respective Affiliates or members Issuer or any of their respective officersAffiliates, directorsemployees, employees agents, successors, transferees or advisors assigns (each, an “Indemnified Party”"INDEMNIFIED PARTY") may have hereunder or under applicable law, the Seller hereby agrees to indemnify each Indemnified Party from and against any and all claims, damages, expenses, losses and liabilities (including reasonable attorneys’ feesAttorney Costs) (all of the foregoing being collectively referred to as “Indemnified Amounts”"INDEMNIFIED AMOUNTS") arising out of or resulting from this Agreement (whether directly or the other Transaction Documents indirectly) or the use of proceeds of purchases or reinvestments or the ownership of Receivable Interests the Purchased Interest, or any interest therein, or in respect of any Receivable or any Contract, excluding, however, (a) Indemnified Amounts to the extent found in a final non-appealable judgment of a court of competent jurisdiction to have resulted resulting from gross negligence or willful misconduct on the part of such Indemnified Party, or (b) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (c) any overall net income taxes incurred by or franchise taxes imposed on such Indemnified Party arising out by the jurisdiction under the laws of or as a result of this Agreement or the ownership of Receivable Interests or in respect of any Receivable which such Indemnified Party is organized or any Contractpolitical 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 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 Agent, the Investors, the Banks, Banks or any of their respective Affiliates or members or any of their respective officers, directors, employees or advisors (each, an “"Indemnified Party”") may have hereunder or under applicable law, the Seller hereby agrees to indemnify each Indemnified Party from and against any and all claims, losses and liabilities (including reasonable attorneys’ ' fees) (all of the foregoing being collectively referred to as “"Indemnified Amounts”") arising out of or resulting from this Agreement or the other Transaction Documents or the use of proceeds 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 found in a final non-appealable judgment of a court of competent jurisdiction to have resulted 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 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 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 Agent, the Investors, the Banks, Banks or any entity which provides liquidity or credit enhancement or any of their respective Affiliates or members or any of their respective officers, directors, employees or advisors agents (each, an “Indemnified Party”) may have hereunder or under applicable law, the Seller hereby agrees to indemnify each Indemnified Party from and against any and all claims, damages, costs, expenses, losses and liabilities (including reasonable attorneys’ fees) (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of or resulting from this Agreement or the other Transaction Documents or the use of proceeds 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 found in a final non-appealable judgment of a court of competent jurisdiction to have resulted 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 income taxes or any other tax or fee measured by income incurred by such Indemnified Party 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 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 Agent, the Investors, the Banks, any of their respective Affiliates or members or any of their respective officers, directors, employees or advisors (each, an “Indemnified Party”) which SFC may have hereunder or under applicable law, the Seller hereby agrees to indemnify each SFC and any successors and permitted assigns and their respective officers, directors and employees (collectively, "Indemnified Party Parties") from and against any and all damages, losses, claims, losses liabilities, costs and liabilities (including expenses, including, without limitation, reasonable attorneys’ fees) ' fees and 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 (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 resulting from as a result of this Agreement Agreement, or the other Transaction Documents or the use of proceeds of purchases or reinvestments or the ownership of Receivable Interests or in respect of any Receivable or any ContractDocuments, excluding, however, (ai) Indemnified Amounts to the extent found in a final non-appealable judgment of a court of competent jurisdiction to have resulted resulting from gross negligence or willful misconduct on the part of such an Indemnified Party, Party or (bii) 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 Contractwhich become Defaulted Receivables for credit reasons. Without limiting or being limited by the generality of the foregoing, the Seller shall pay on demand 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: