Common use of Indemnities by the Sellers Clause in Contracts

Indemnities by the Sellers. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Sellers hereby jointly and severally agree to indemnify the Administrative Agent, the Purchaser Agents, the Backup Servicer, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by such Indemnified Party and other non-monetary damages of any such Indemnified Party or any of them arising out of or as a result of this Agreement or having an interest in the Collateral or in respect of any Loan included in the Collateral, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party or (b) Indemnified Amounts that have the effect of recourse for non-payment of the Loans included in the Collateral due to credit problems of the Obligors (except as otherwise specifically provided in this Agreement). If one or both of the Sellers have made any indemnity payment pursuant to this Section 11.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to such Seller(s), ratably in accordance with the indemnity payment(s) actually made by such Seller(s), an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting the foregoing, the Sellers jointly and severally shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:

Indemnities by the Sellers. (a) Without limiting any other rights that the Agent, the Purchaser, any such Person Foreign Branch or any of their respective Affiliates, employees, agents, successors, transferees or assigns (each of the Agent, the Purchaser and their respective Affiliates, employees, agents, successors, transferees and assigns may be referred to as an “Indemnified Party”) may have hereunder or under Applicable Lawapplicable law, the Sellers hereby Sellers, jointly and severally severally, hereby agree to indemnify the Administrative Agent, the Purchaser Agents, the Backup Servicer, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, Party from and against any and all claims, damages, Taxes, costs, expenses, losses, claimsjudgments, liabilities and related costs and expenses, other amounts (including attorneys’ fees and disbursements Attorney Costs) (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by such Indemnified Party and other non-monetary damages of any such Indemnified Party or any of them arising out of or as a result of resulting from this Agreement or having an other Transaction Documents (whether directly or indirectly) or the use of proceeds of purchases, Investments or Reinvestments hereunder, the ownership of the Purchased Assets (or any portion thereof or any interest in therein), the Collateral payment, or use of proceeds, of the Deferred Purchase Price, or in respect of any Loan included in the CollateralReceivable 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 Party, or (b) any net income taxes or franchise taxes imposed on such Indemnified Amounts that have Party by the effect jurisdiction under the laws of recourse for non-payment which such Indemnified Party is organized or is doing business (except solely as a result of the Loans included in the Collateral due to credit problems of the Obligors (except as otherwise specifically provided in transactions contemplated by this Agreement). If one or both of the Sellers have made any indemnity payment pursuant to this Section 11.1 and such payment fully indemnified the recipient thereof Agreement and the recipient thereafter collects other Transaction Documents) or any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to such Seller(s), ratably in accordance with the indemnity payment(s) actually made by such Seller(s), an amount equal to the amount it has collected from others in respect of such indemnified amountspolitical subdivision thereof. Without limiting or being limited by the foregoing, but subject to the Sellers exclusions set forth in the preceding sentence, the Sellers, jointly and severally severally, shall indemnify pay within five (5) Business Days of demand to each Indemnified Party for any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting fromfrom any of the following:

Indemnities by the Sellers. (a) Without limiting any other rights that any such Person the Buyer and its respective officers, directors, employees, agents and assigns (each, an "Indemnified Party") may have hereunder or under Applicable Lawapplicable law, the Sellers each Seller hereby jointly and severally agree agrees to indemnify the Administrative Agent, the Purchaser Agents, the Backup Servicer, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, Party from and against any and all damages, losses, claims, liabilities and related costs liabilities, deficiencies, costs, disbursements and expenses, including including, without limitation, interest, penalties, amounts paid in settlement and reasonable attorneys’ ' fees and disbursements (all of the foregoing being collectively referred to as the “"Indemnified Amounts”") awarded against or incurred by such Indemnified Party and other non-monetary damages of any such Indemnified Party or any of them arising out of or as a result resulting from any of this Agreement or having an interest in the Collateral or in respect of any Loan included in the Collateral, following (excluding, however, (a) Indemnified Amounts to the extent resulting such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of such Indemnified Party or Party, (b) 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 Purchased Receivables and (c) Indemnified Amounts that have arising solely from a delay in payment, or default by, an Obligor with respect to any Receivable (other than any delay or default arising out of any discharge, claim, offset or defense of the effect of recourse for non-Obligor to the payment of any Purchased Receivable arising from the Loans included in the Collateral due to credit problems of the Obligors (except as otherwise specifically provided in this Agreement). If one actions or both of the Sellers have made any indemnity payment pursuant to this Section 11.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect omissions of such Indemnified Amounts thenSeller (including, the recipient shall repay to without limitation, a defense based on such Seller(s)Purchased Receivable not being a legal, ratably valid and binding obligation of such Obligor enforceable against it in accordance with the indemnity payment(s) actually made by such Seller(sits terms, but excluding any defense based on a discharge in bankruptcy), an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting the foregoing, the Sellers jointly and severally shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:):

Indemnities by the Sellers. (a) Without limiting any other rights that which any such Person may have hereunder or under Applicable Lawapplicable law, each of the Sellers hereby jointly and severally agree agrees to indemnify the Administrative AgentBuyer, the Purchaser Agentsits assigns, the Backup Servicer, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective Affiliates, and all successors, transferees, participants and assigns and all officers, directors, shareholders, controlling persons, employees and agents thereof (collectivelyeach, the a “Seller Indemnified PartiesParty”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Seller Indemnified Amounts”) awarded against or incurred by such Indemnified Party and other non-monetary damages of any such Indemnified Party or any of them arising out of or as relating to this Agreement, any of the other Transaction Documents to which such Seller is a result of this Agreement or having an interest in party, the Collateral or in respect of any Loan included in Private Receivables and Related Assets and/or the CollateralParticipation Interests and Related Assets, excluding, however, (ai) Seller Indemnified Amounts to the extent resulting determined by a court of competent jurisdiction to have resulted from bad faith, gross negligence or willful misconduct on the part of such Seller Indemnified Party Party, (ii) taxes imposed by the jurisdiction in which such Seller Indemnified Party’s principal executive office is located, on or measured by the overall net income of such Seller Indemnified Party; and (biii) Indemnified Amounts that have the effect of recourse for non-payment of the Loans included in the Collateral due to credit problems of the Obligors (except as otherwise specifically provided in this Agreement). If one or both of ) for Seller Indemnified Amounts to the Sellers have made any indemnity payment pursuant to this Section 11.1 and such payment fully indemnified extent the recipient thereof and the recipient thereafter collects any payments from others same includes losses in respect of such Indemnified Amounts thenReceivables which are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the recipient shall repay to such Seller(s), ratably in accordance with the indemnity payment(s) actually made by such Seller(s), an amount equal to the amount it has collected from others in respect of such indemnified amountsrelated Obligor. Without limiting the foregoing, each of the Sellers jointly and severally shall indemnify each Seller Indemnified Party for Seller Indemnified Amounts arising out of or relating to or resulting fromto:

Indemnities by the Sellers. (a) Without limiting any other rights that which any such Person may have hereunder or under Applicable Lawapplicable law, each of the Sellers hereby jointly and severally agree agrees to indemnify the Administrative AgentBuyer, the Purchaser Agentsits assigns, the Backup Servicer, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective Affiliates, and all successors, transferees, participants and assigns and all officers, directors, shareholders, controlling persons, employees and agents thereof (collectivelyeach, the “a "Seller Indemnified Parties”Party"), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including attorneys’ ' fees and disbursements (all of the foregoing being collectively referred to as the “"Seller Indemnified Amounts”") awarded against or incurred by such Indemnified Party and other non-monetary damages of any such Indemnified Party or any of them arising out of or as relating to this Agreement, any of the other Transaction Documents to which such Seller is a result of this Agreement or having an interest in party, and/or the Collateral or in respect of any Loan included in the CollateralReceivables and Related Assets, excluding, however, (ai) Seller Indemnified Amounts to the extent resulting determined by a court of competent jurisdiction to have resulted from bad faith, gross negligence or willful misconduct on the part of such Seller Indemnified Party Party, (ii) taxes imposed by the jurisdiction in which such Seller Indemnified Party's principal executive office is located, on or measured by the overall net income of such Seller Indemnified Party; and (biii) Indemnified Amounts that have the effect of recourse for non-payment of the Loans included in the Collateral due to credit problems of the Obligors (except as otherwise specifically provided in this Agreement). If one or both of ) for Seller Indemnified Amounts to the Sellers have made any indemnity payment pursuant to this Section 11.1 and such payment fully indemnified extent the recipient thereof and the recipient thereafter collects any payments from others same includes losses in respect of such Indemnified Amounts thenReceivables which are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the recipient shall repay to such Seller(s), ratably in accordance with the indemnity payment(s) actually made by such Seller(s), an amount equal to the amount it has collected from others in respect of such indemnified amountsrelated Obligor. Without limiting the foregoing, each of the Sellers jointly and severally shall indemnify each Seller Indemnified Party for Seller Indemnified Amounts arising out of or relating to or resulting fromto:

Indemnities by the Sellers. Core-Xxxx and the other Sellers (aother than those Sellers from which the Company has no Receivables outstanding at such time), jointly and severally, agree (i) Without limiting to pay or reimburse the Company for all its out-of-pocket costs and expenses incurred in connection with the preparation and execution of, and any amendment, supplement or modification to, this Agreement, the other Transaction Documents and any other documents prepared in connection herewith and therewith, the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, all reasonable and documented fees and disbursements of counsel, (ii) to pay or reimburse the Company for all its costs and expenses incurred in connection with the enforcement or preservation of any rights that under this Agreement and any of the other Transaction Documents, including, without limitation, the reasonable fees and disbursements of counsel to the Company, (iii) to pay, indemnify and hold the Company harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement and any such Person may have hereunder or under Applicable Lawother documents and (iv) to pay, indemnify and hold the Sellers hereby jointly and severally agree to indemnify the Administrative Agent, the Purchaser Agents, the Backup Servicer, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, Company harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (all such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements being herein called "INDEMNIFIED LIABILITIES") (A) which may at any time be imposed on, incurred by or asserted against the Company in any way relating to or arising out of this Agreement or the Transaction Documents or the transactions contemplated hereby and thereby or in connection herewith or any action taken or omitted by the Company under or in connection with any of the foregoing or (B) which would not have been imposed on, incurred by or asserted against the Company but for its having purchased the Receivables hereunder; PROVIDED, that such indemnity shall not be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and related costs and expenses, including attorneys’ fees and disbursements (all of nonappealable judgment to have resulted from the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by such Indemnified Party and other non-monetary damages of any such Indemnified Party or any of them arising out of or as a result of this Agreement or having an interest in the Collateral or in respect of any Loan included in the Collateral, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct of the Company; and PROVIDED, FURTHER, that the Sellers shall have no obligation under this subsection 7.01 to the Company with respect to Indemnified Liabilities arising from (1) any action taken, or omitted to be taken, by a Servicer which is not an Affiliate of the Sellers, (2) any action taken by the Trustee or the Company at the direction of the Trustee in collecting from an Obligor or (3) a delay in payment, or a default, by an Obligor with respect to any Purchased Receivable (other than arising out of (x) any discharge, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Purchased Receivable (including, without limitation, a defense based on the part such Purchased Receivable not being a legal, valid and binding obligation of such Indemnified Party or (b) Indemnified Amounts that have the effect of recourse for non-payment of the Loans included in the Collateral due to credit problems of the Obligors (except as otherwise specifically provided in this Agreement). If one or both of the Sellers have made any indemnity payment pursuant to this Section 11.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to such Seller(s), ratably Obligor enforceable against it in accordance with its terms) or any other claim resulting from the indemnity payment(ssale of the merchandise or services related to any such Purchased Receivable or the furnishing or failure to furnish such merchandise or services, (y) actually made a failure by such Seller(s), any Seller to perform its duties or obligations under this Agreement or (z) the sale of any Purchased Receivable that is designated on the applicable Daily Report to be an amount equal Eligible Receivable and is determined to have been at the amount it has collected from others in respect date of such indemnified amountssale not an Eligible Receivable). Without limiting or being limited by the foregoing, but subject to the final proviso in the immediately preceding paragraph, the Sellers (other than those Sellers from which the Company has no Receivables outstanding at such time), jointly and severally shall severally, indemnify each the Company from and against any and all Indemnified Party for Indemnified Amounts Liabilities relating to or resulting from:

Indemnities by the Sellers. (a) Without limiting prejudice to any other rights that any such Person may have of the Purchaser hereunder or under Applicable any applicable Law, the Sellers hereby (which, in this Article 9 shall include the Canadian Seller in its capacity as Servicer), jointly and severally severally, hereby agree to indemnify each of the Administrative AgentSecuritization Agent (in its own capacity and in trust for each of its shareholders, officers, employees, agents and permitted assigns) and the Purchaser (in its own capacity and in trust for each of its beneficiaries, the Purchaser Agents, the Backup Servicer, the Collateral Custodian, the Secured Parties, the Affected Parties Issuer Trustee and each of their respective assigns and officers, directors, employees and agents thereof permitted assigns) (collectively, the “"Indemnified Parties”), forthwith on demand, ") and to save them harmless from and against any and all damages, losses, claims, liabilities and related liabilities, costs and expenses, expenses (including attorneys’ reasonable legal fees and disbursements on a solicitor and client basis, but excluding consequential, indirect, punitive or exemplary damages and any loss of future THIS DOCUMENT AND ANY COPIES THEREOF, ELECTRONIC OR OTHERWISE, ARE THE PROPERTY OF EFFICIENT CAPITAL CORPORATION. UNAUTHORIZED DISTRIBUTION OF THIS DOCUMENT, ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF EFFICIENT CAPITAL CORPORATION. THIS DOCUMENT AND ANY COPIES THEREOF, ELECTRONIC OR OTHERWISE, ARE TO BE RETURNED UPON THE REQUEST OF EFFICIENT CAPITAL CORPORATION. profit or fees) (all of the foregoing being collectively referred to as the “"Indemnified Amounts”") awarded against or incurred by such Indemnified Party and other non-monetary damages of any such Indemnified Party or any of them arising out of or as a result of this Agreement or having an interest in the Collateral or in respect of any Loan included in the Collateral, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party or (b) Indemnified Amounts that have the effect of recourse for non-payment of the Loans included in the Collateral due to credit problems of the Obligors (except as otherwise specifically provided in this Agreement). If one or both of the Sellers have made any indemnity payment pursuant to this Section 11.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to such Seller(s), ratably in accordance with the indemnity payment(s) actually made by such Seller(s), an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting the foregoing, the Sellers jointly and severally shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting fromof:

Indemnities by the Sellers. (a) Without limiting any other rights that any such Person which the Company may have hereunder or under Applicable Lawapplicable law, the Sellers each Seller hereby jointly and severally agree agrees to indemnify the Administrative Agent, the Purchaser Agents, the Backup Servicer, the Collateral Custodian, the Secured Parties, the Affected Parties Company and each of their respective assigns and its permitted assigns, officers, directors, employees and agents thereof (collectively, each of the “foregoing Persons being individually called a "Sale Indemnified Parties”Party"), forthwith on demand, from and against any and all damages, losses, claims, judgments, liabilities and related costs and expenses, including reasonable attorneys’ ' fees and disbursements (all of the foregoing being collectively referred to as the “called "Sale Indemnified Amounts”") awarded against or incurred by such Indemnified Party and other non-monetary damages of any such Indemnified Party or any of them arising out of or as a result of relating to this Agreement or having an interest in the Collateral other Transaction Documents to which such Seller is a party or in respect of any Loan included in the CollateralTransferred Receivable or any related Contract, excluding, however, however (a) Sale Indemnified Amounts to the extent resulting determined by a court of competent jurisdiction to have resulted from gross negligence or willful misconduct on the part of such Sale Indemnified Party or (b) Indemnified Amounts that have the effect of recourse for non-payment of the Loans included in the Collateral nonpayment due to credit problems of an Obligor. The parties acknowledge that the Obligors (except as otherwise specifically provided in this Agreement). If one or both effect of the Sellers have made any indemnity payment pursuant to this Section 11.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect is to, among other things, entitle a Sale Indemnified Party to indemnification for Sale Indemnified Amounts arising out of such Indemnified Amounts then, the recipient shall repay to such Seller(s), ratably in accordance with the indemnity payment(s) actually made by such Seller(s), an amount equal to the amount it has collected from others in respect of such indemnified amountsparty's own negligence. Without limiting the foregoingforegoing but subject to the foregoing exclusion, the Sellers jointly and severally such Seller shall indemnify each Sale Indemnified Party for Sale Indemnified Amounts arising out of or relating to or resulting fromto:

Indemnities by the Sellers. (a) Without limiting any other rights that any such Person Indemnified Party may have hereunder or under Applicable Lawapplicable law, and whether or not any of the Sellers transactions contemplated hereby jointly and severally agree are consummated, each Seller hereby agrees to indemnify the Administrative Agent, the Purchaser Agents, the Backup Servicer, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, Party from and against against, and hold each thereof harmless from, any and all damagesclaims, losses, claimsliabilities, liabilities and related costs and expensesexpenses of any kind whatsoever (including, including without limitation, reasonable attorneys’ fees and disbursements expenses) (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by such Indemnified Party and other non-monetary damages of any such Indemnified Party or any of them arising out of of, or as a result of this Agreement or having an interest resulting from, in the Collateral whole or in respect part, the Transaction Documents or the activities of such Seller in connection herewith or with any Loan included in other Transaction Document or the Collateraluse of proceeds of sales, transfers and assignments of Receivable Assets hereunder; excluding, however, Indemnified Amounts (a) Indemnified Amounts to the extent resulting solely and directly from (x) the gross negligence or willful misconduct on the part of such Indemnified Party or (by) Indemnified Amounts that have the effect failure to collect amounts in respect of recourse for non-payment a Seller Receivable to the extent such failure results from a discharge of the Loans included Obligor with respect thereto in the Collateral due to credit problems of the Obligors (except as otherwise specifically provided in this Agreement). If one or both of the Sellers have made any indemnity payment pursuant to this Section 11.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others a proceeding in respect of such Indemnified Amounts then, Obligor under applicable bankruptcy laws or otherwise results from the recipient shall repay Obligor’s financial inability to pay such Seller(s), ratably in accordance with the indemnity payment(samounts or (b) actually made by such Seller(s), an amount equal that are subject to the amount it has collected exclusions from others in respect reimbursement or payment therefor under Section 2.14 of such indemnified amountsthe Receivables Purchase Agreement. Without limiting or being limited by the foregoingforegoing and whether or not any of the transactions contemplated hereby are consummated, the Sellers jointly and severally each Seller shall indemnify pay on demand to each Indemnified Party for any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating which relate to or resulting result from, or which would not have occurred but for, one or more of the following:

Indemnities by the Sellers. (a) Without limiting any other rights that any such Person Indemnified Party may have hereunder or under Applicable Lawany other Transaction Document or applicable law, and whether or not any of the Sellers transactions contemplated hereby jointly and severally agree are consummated, each Seller hereby agrees to indemnify the Administrative Agent, the Purchaser Agents, the Backup Servicer, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, Party from and against against, and hold each thereof harmless from, any and all damagesclaims, losses, claimsliabilities, liabilities and related costs and expensesexpenses of any kind whatsoever (including, including without limitation, reasonable attorneys’ ' fees and disbursements expenses) (all of the foregoing being collectively referred to as the “Indemnified Amounts”"INDEMNIFIED AMOUNTS") awarded against or incurred by such Indemnified Party and other non-monetary damages of any such Indemnified Party or any of them arising out of of, or as a result of this Agreement or having an interest resulting from, in the Collateral whole or in respect part, the activities of such Seller in connection herewith or with any Loan included in other Transaction Document or the Collateraluse of proceeds of sales, excludingtransfers and assignments of Receivable Assets hereunder; EXCLUDING, howeverHOWEVER, (a) Indemnified Amounts to the extent resulting solely and directly from either (x) the gross negligence or willful misconduct on the part of such Indemnified Party Party, or (by) Indemnified Amounts that have the effect failure to collect amounts in respect of recourse for non-payment a Seller Receivable, which is an Eligible Receivable, to the extent such failure results from a discharge of the Loans included Obligor with respect thereto in the Collateral due to credit problems of the Obligors (except as otherwise specifically provided in this Agreement). If one or both of the Sellers have made any indemnity payment pursuant to this Section 11.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others a proceeding in respect of such Indemnified Amounts then, Obligor under applicable bankruptcy laws or otherwise results from the recipient shall repay Obligor's financial inability to pay such Seller(s), ratably in accordance with the indemnity payment(s) actually made by such Seller(s), an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting or being limited by the foregoingforegoing (other than, and subject to, the Sellers jointly exclusions referred to in the EXCLUDING, HOWEVER clause above) and severally whether or not any of the transactions contemplated hereby are consummated, each Seller shall indemnify pay on demand to each Indemnified Party for any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating which relate to or resulting result from, or which would not have occurred but for, one or more of the following:

Indemnities by the Sellers. (a) Without limiting any other rights that any such Person Indemnified Party may have hereunder or under Applicable Lawapplicable law, and whether or not any of the Sellers transactions contemplated hereby jointly and severally agree are consummated, each Seller hereby agrees to indemnify the Administrative Agent, the Purchaser Agents, the Backup Servicer, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, Party from and against against, and hold each thereof harmless from, any and all damagesclaims, losses, claimsliabilities, liabilities and related costs and expensesexpenses of any kind whatsoever (including, including without limitation, reasonable attorneys’ fees and disbursements expenses) (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by such Indemnified Party and other non-monetary damages of any such Indemnified Party or any of them arising out of of, or as a result of this Agreement or having an interest resulting from, in the Collateral whole or in respect part, the Transaction Documents or the activities of such Seller in connection herewith or with any Loan included in other Transaction Document or the Collateraluse of proceeds of sales, transfers and assignments of Receivable Assets hereunder; excluding, however, Indemnified Amounts (a) Indemnified Amounts to the extent resulting from (x) the gross negligence or willful misconduct on the part of such Indemnified Party or (by) Indemnified Amounts that have the effect failure to collect amounts in respect of recourse for non-payment a Seller Receivable to the extent such failure results from a discharge of the Loans included Obligor with respect thereto in the Collateral due to credit problems of the Obligors (except as otherwise specifically provided in this Agreement). If one or both of the Sellers have made any indemnity payment pursuant to this Section 11.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others a proceeding in respect of such Indemnified Amounts then, Obligor under applicable bankruptcy laws or otherwise results from the recipient shall repay Obligor’s financial inability to pay such Seller(s), ratably in accordance with the indemnity payment(samounts or (b) actually made by such Seller(s), an amount equal that are subject to the amount it has collected exclusions from others in respect reimbursement or payment therefor under Section 2.14 of such indemnified amountsthe Receivables Purchase Agreement. Without limiting or being limited by the foregoingforegoing and whether or not any of the transactions contemplated hereby are consummated, the Sellers jointly and severally each Seller shall indemnify pay on demand to each Indemnified Party for any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating which relate to or resulting result from, or which would not have occurred but for, one or more of the following:

Indemnities by the Sellers. (a) Without limiting any other rights that any such Person which the Buyer may have hereunder or under Applicable Lawapplicable law, the Sellers each Seller, severally and for itself alone, hereby jointly and severally agree agrees to indemnify and hold harmless the Administrative Agent, the Purchaser Agents, the Backup Servicer, the Collateral Custodian, the Secured Parties, the Affected Parties Buyer and each of their respective assigns and its permitted assigns, officers, directors, employees and agents thereof (collectively, each of the foregoing Persons being individually called an “Indemnified PartiesParty”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related judgments, liabilities, penalties, costs and expenses, including attorneys’ fees and disbursements expenses (all of the foregoing being collectively referred to as the called “Indemnified Relevant Amounts”) awarded against or incurred by such Indemnified Party and other non-monetary damages of any such Indemnified Party or any of them arising out of or as a result of the failure of such Seller to perform its obligations under this Agreement Agreement, or having arising out of the claims asserted against an interest in Indemnified Party relating to the Collateral or in respect acquisition of any Loan included in Eligible Receivables by the CollateralBuyer, excluding, however, (a) Indemnified excluding Relevant Amounts to the extent resulting (a) such Relevant Amounts are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct on the part of such Indemnified Party or Party, (b) such Relevant Amounts result from a breach of such Indemnified Party’s obligations hereunder or under any other Transaction Document, (c) such Relevant Amounts that have result from actions taken by the effect of Buyer or the Collection Agent to collect or enforce Sold Receivables or (d) such Relevant Amounts would constitute recourse to any Seller for non-payment uncollectible Sold Receivables by reason of the Loans included bankruptcy, insolvency, creditworthiness, or the financial or credit condition or financial default of an Obligor or otherwise prejudice the intent that each purchase and sale transaction under this Agreement be classified as a true sale; provided, that nothing contained in this sentence shall limit the Collateral due liability of such Seller or limit the recourse of any Indemnified Party to credit problems of the Obligors (except as such Seller for any amounts otherwise specifically provided in this Agreement). If one or both of the Sellers have made any indemnity payment pursuant to this Section 11.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to such Seller(s), ratably in accordance with the indemnity payment(s) actually made be paid by such Seller(s), an amount equal to the amount it has collected from others in respect of such indemnified amountsSeller hereunder. Without limiting the foregoingforegoing indemnification, but subject to the Sellers jointly limitations set forth in clauses (a), (b) and (c) of the previous sentence, each Seller, severally for itself alone, shall indemnify each Indemnified Party for Indemnified Relevant Amounts relating to or resulting from:

Indemnities by the Sellers. (a) Without limiting any other rights that which any such Person may have hereunder or under Applicable Lawapplicable law, each of the Sellers hereby jointly and severally agree agrees to indemnify the Administrative AgentBuyer, the Purchaser Agentsits assigns, the Backup Servicer, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective Affiliates, and all successors, transferees, participants and assigns and all officers, directors, shareholders, controlling persons, employees and agents thereof (collectivelyeach, the “Indemnified Parties”a "SELLER INDEMNIFIED PARTY"), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including attorneys’ ' fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”"SELLER INDEMNIFIED AMOUNTS") awarded against or incurred by such Indemnified Party and other non-monetary damages of any such Indemnified Party or any of them arising out of or as relating to this Agreement, any of the other Transaction Documents to which such Seller is a result of this Agreement or having an interest in party, and/or the Collateral or in respect of any Loan included in the CollateralReceivables and Related Assets, excluding, however, (ai) Seller Indemnified Amounts to the extent resulting determined by a court of competent jurisdiction to have resulted from bad faith, gross negligence or willful misconduct on the part of such Seller Indemnified Party Party, (ii) taxes imposed by the jurisdiction in which such Seller Indemnified Party's principal executive office is located, on or measured by the overall net income of such Seller Indemnified Party; and (biii) Indemnified Amounts that have the effect of recourse for non-payment of the Loans included in the Collateral due to credit problems of the Obligors (except as otherwise specifically provided in this Agreement). If one or both of ) for Seller Indemnified Amounts to the Sellers have made any indemnity payment pursuant to this Section 11.1 and such payment fully indemnified extent the recipient thereof and the recipient thereafter collects any payments from others same includes losses in respect of such Indemnified Amounts thenReceivables which are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the recipient shall repay to such Seller(s), ratably in accordance with the indemnity payment(s) actually made by such Seller(s), an amount equal to the amount it has collected from others in respect of such indemnified amountsrelated Obligor. Without limiting the foregoing, each of the Sellers jointly and severally shall indemnify each Seller Indemnified Party for Seller Indemnified Amounts arising out of or relating to or resulting fromto:

Indemnities by the Sellers. (a) Without limiting any other rights that any such Person the Company may have hereunder or under Applicable Lawapplicable law and subject to Section 2.06, each Seller hereby agrees to pay, indemnify and hold the Sellers hereby jointly and severally agree to indemnify the Administrative Agent, the Purchaser Agents, the Backup Servicer, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, Company harmless from and against any and all damagesclaims, losses, claimsliabilities, liabilities and related obligations, damages, penalties, actions, judgments, suits, costs and expenses(including reasonable attorneys' fees), including attorneys’ fees expenses and disbursements of any kind or nature whatsoever (all a) which may at any time be imposed on, incurred by or asserted against the Company in any way relating to, arising out of or resulting from this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby or any action taken or omitted by the Company under or in connection with any of the foregoing or in respect of any 37 Receivable or (b) which would not have been imposed on, incurred by or asserted against the Company but for its having purchased the Receivables hereunder (all such claims, losses, liabilities, obligations, damages, penalties, actions, judgments, suits, costs, expenses and disbursements being collectively referred to as "INDEMNIFIED AMOUNTS"), PROVIDED that the “Indemnified Amounts”) awarded against or incurred by such Indemnified Party and other non-monetary damages of any such Indemnified Party or any of them arising out of or as a result of Sellers shall have no obligation under this Agreement or having an interest in Section 7.01 to the Collateral or in Company with respect of any Loan included in the Collateral, excluding, however, (a) to Indemnified Amounts (i) to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party the Company, its agents or its assignees or (bii) Indemnified Amounts that have the effect of recourse for non-payment of the Loans included in the Collateral due resulting from any Obligor's inability to credit problems of the Obligors (except as otherwise specifically provided in this Agreement). If one or both of the Sellers have made any indemnity payment pursuant to this Section 11.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to such Seller(s), ratably in accordance with the indemnity payment(s) actually made by such Seller(s), pay an amount equal due and payable with respect to the amount a Receivable for credit reasons (it has collected from others in respect of such indemnified amountsbeing understood that this clause (ii) shall not limit Section 2.05). Without limiting or being limited by the foregoingforegoing and subject to Section 2.06, each Seller shall pay on demand to the Sellers jointly Company any and severally shall all amounts necessary to indemnify each Indemnified Party for the Company from and against any and all Indemnified Amounts relating to or resulting from:

Indemnities by the Sellers. (a) Without limiting any other rights that any such Person the Administrative Agent, the Purchaser Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Seller Indemnified Party”) may have hereunder or under Applicable Law, the Sellers hereby each Seller, jointly and severally agree severally, hereby agrees to indemnify the Administrative Agent, the Purchaser Agents, the Backup Servicer, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Seller Indemnified Parties”), forthwith on demand, Party from and against any and all damages, losses, claims, losses and liabilities and related costs and expenses, (including attorneys’ fees and disbursements Attorney Costs) (all of the foregoing being collectively referred to as the “Seller Indemnified Amounts”) awarded against or incurred by such Indemnified Party and other non-monetary damages of any such Indemnified Party or any of them arising out of or as a result of resulting from this Agreement or having an any other Transaction Document or the use of proceeds of the Investment or the security interest in the Collateral or in respect of any Loan included in the Collateral, Pool Receivable or any other Support Assets; excluding, however, (a) Seller Indemnified Amounts to the extent resulting a final non-appealable judgment of a court of competent jurisdiction holds that such Seller Indemnified Amounts resulted solely from the gross negligence or willful misconduct on by the part Seller Indemnified Party seeking indemnification or any material breach of the obligations of such Seller Indemnified Party or under the Transaction Documents and (b) Indemnified Amounts b)Taxes (other than Taxes that have the effect of recourse for represent losses, claims, damages etc. arising from any non-payment of the Loans included in the Collateral due to credit problems of the Obligors (except as otherwise specifically provided in this AgreementTax claim). If one or both of the Sellers have made any indemnity payment pursuant to this Section 11.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to such Seller(s), ratably in accordance with the indemnity payment(s) actually made by such Seller(s), an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting or being limited by the foregoing, the Sellers each Seller shall, jointly and severally shall indemnify severally, pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Seller Indemnified Party for any and all amounts necessary to indemnify such Seller Indemnified Party from and against any and all Seller Indemnified Amounts relating to or resulting from:from any of the following (but excluding Seller Indemnified Amounts and Taxes described in clauses (a) and (b) above):

Indemnities by the Sellers. (a) Without limiting any other rights that which any such Person may have hereunder or under Applicable Lawapplicable law, each of the Sellers hereby jointly and severally agree agrees to indemnify the Administrative AgentBuyer, the Purchaser Agentsits assigns, the Backup Servicer, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective Affiliates, and all successors, transferees, participants and assigns and all officers, directors, shareholders, controlling persons, employees and agents thereof (collectivelyeach, the “a "Seller Indemnified Parties”Party"), forthwith on demand, from and against any and all damages, taxes, losses, claims, liabilities and reasonable related out-of-pocket costs and expenses, including reasonable attorneys’ ' fees and disbursements (all of the foregoing being collectively referred to as the “"Seller Indemnified Amounts”") awarded against or incurred by such Indemnified Party and other non-monetary damages of any such Indemnified Party or any of them arising out of or as relating to this Agreement, any of the other Transaction Documents to which such Seller is a result party, the Receivables and Related Security, and/or the actions of this Agreement or having an interest in the Collateral or in respect of any Loan included in the Collateralsuch Seller, excluding, however, (ai) Seller Indemnified Amounts to the extent resulting determined by a court of competent jurisdiction to have resulted from bad faith, gross negligence or willful misconduct on the part of such Seller Indemnified Party Party, (ii) taxes imposed by the jurisdiction in which such Seller Indemnified Party's principal executive office is located, on or measured by the overall net income of such Seller Indemnified Party; and (biii) Indemnified Amounts that have the effect of recourse for non-payment of the Loans included in the Collateral due to credit problems of the Obligors (except as otherwise specifically provided in this Agreement). If one or both of ) for Seller Indemnified Amounts to the Sellers have made any indemnity payment pursuant to this Section 11.1 and such payment fully indemnified extent the recipient thereof and the recipient thereafter collects any payments from others same includes losses in respect of Receivables that were Eligible Receivables on the date such Indemnified Amounts thenReceivables were purchased by Buyer hereunder but which prove to be uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the recipient shall repay to such Seller(s), ratably in accordance with the indemnity payment(s) actually made by such Seller(s), an amount equal to the amount it has collected from others in respect of such indemnified amountsrelated Obligor. Without limiting the foregoing, each of the Sellers jointly and severally shall indemnify each Seller Indemnified Party for Seller Indemnified Amounts arising out of or relating to or resulting fromto:

Indemnities by the Sellers. (a) Without limiting any other rights that any such Person the Administrative Agent, the Purchaser Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Seller Indemnified Party”) may have hereunder or under Applicable Law, the Sellers hereby each Seller, jointly and severally agree severally, hereby agrees to indemnify the Administrative Agent, the Purchaser Agents, the Backup Servicer, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Seller Indemnified Parties”), forthwith on demand, Party from and against any and all damages, losses, claims, losses and liabilities and related costs and expenses, (including attorneys’ fees and disbursements Attorney Costs) (all of the foregoing being collectively referred to as the “Seller Indemnified Amounts”) awarded against or incurred by such Indemnified Party and other non-monetary damages of any such Indemnified Party or any of them arising out of or as a result of resulting from this Agreement or having an any other Transaction Document or the use of proceeds of the Investment or the security interest in the Collateral or in respect of any Loan included in the Collateral, Pool Receivable or any other Support Assets; excluding, however, (a) Seller Indemnified Amounts to the extent resulting a final non-appealable judgment of a court of competent jurisdiction holds that such Seller Indemnified Amounts resulted solely from the gross negligence or willful misconduct on by the part Seller Indemnified Party 118 seeking indemnification or any material breach of the obligations of such Seller Indemnified Party or under the Transaction Documents and (b) Indemnified Amounts b)Taxes (other than Taxes that have the effect of recourse for represent losses, claims, damages etc. arising from any non-payment of the Loans included in the Collateral due to credit problems of the Obligors (except as otherwise specifically provided in this AgreementTax claim). If one or both of the Sellers have made any indemnity payment pursuant to this Section 11.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to such Seller(s), ratably in accordance with the indemnity payment(s) actually made by such Seller(s), an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting or being limited by the foregoing, the Sellers each Seller shall, jointly and severally shall indemnify severally, pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Seller Indemnified Party for any and all amounts necessary to indemnify such Seller Indemnified Party from and against any and all Seller Indemnified Amounts relating to or resulting from:from any of the following (but excluding Seller Indemnified Amounts and Taxes described in clauses (a) and (b) above):

Indemnities by the Sellers. (a) Without limiting any other rights that the Agent, the Purchaser, any such Person Liquidity Banks, any other Program Support Providers, or any of their respective Affiliates, employees, agents, successors, transferees or assigns (each of the Agent, the Purchaser, the Liquidity Banks, the other Program Support Providers, and their respective Affiliates, employees, agents, successors, transferees and assigns may be referred to as an “Indemnified Party”) may have hereunder or under Applicable Lawapplicable law, the Sellers hereby Sellers, jointly and severally severally, hereby agree to indemnify the Administrative Agent, the Purchaser Agents, the Backup Servicer, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, Party from and against any and all claims, damages, taxes, costs, expenses, losses, claimsjudgments, liabilities and related costs and expenses, other amounts (including attorneys’ fees and disbursements Attorney Costs) (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by such Indemnified Party and other non-monetary damages of any such Indemnified Party or any of them arising out of or as a result of resulting from this Agreement or having an other Transaction Documents (whether directly or indirectly) or the use of proceeds of purchases, Investments or Reinvestments hereunder, the ownership of the Purchased Assets (or any portion thereof or any interest in therein), the Collateral payment, or use of proceeds, of the Deferred Purchase Price, or in respect of any Loan included in the CollateralReceivable 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 Party, or (b) any net income taxes or franchise taxes imposed on such Indemnified Amounts that have Party by the effect jurisdiction under the laws of recourse for non-payment which such Indemnified Party is organized or is doing business (except solely as a result of the Loans included in the Collateral due to credit problems of the Obligors (except as otherwise specifically provided in transactions contemplated by this Agreement). If one or both of the Sellers have made any indemnity payment pursuant to this Section 11.1 and such payment fully indemnified the recipient thereof Agreement and the recipient thereafter collects other Transaction Documents) or any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to such Seller(s), ratably in accordance with the indemnity payment(s) actually made by such Seller(s), an amount equal to the amount it has collected from others in respect of such indemnified amountspolitical subdivision thereof. Without limiting or being limited by the foregoing, but subject to the Sellers exclusions set forth in the preceding sentence, the Sellers, jointly and severally severally, shall indemnify pay within five (5) Business Days of demand to each Indemnified Party for any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting fromfrom any of the following:

Indemnities by the Sellers. (a) Without limiting any other rights that which any such Person may have hereunder or under Applicable Lawapplicable law, each of the Sellers hereby jointly and severally agree agrees to indemnify the Administrative AgentBuyer, the Purchaser Agentsits assigns, the Backup Servicer, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective Affiliates, and all successors, transferees, participants and assigns and all officers, directors, shareholders, members, controlling persons, employees and agents thereof (collectivelyeach, the a “Seller Indemnified PartiesParty”), forthwith on demand, from and against any and all damages, taxes, losses, claims, liabilities and reasonable related out-of-pocket costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Seller Indemnified Amounts”) awarded against or incurred by such Indemnified Party and other non-monetary damages of any such Indemnified Party or any of them arising out of or as relating to this Agreement, any of the other Transaction Documents to which such Seller is a result party, the Receivables and Related Security, and/or the actions of this Agreement or having an interest in the Collateral or in respect of any Loan included in the Collateralsuch Seller, excluding, however, (ai) Seller Indemnified Amounts to the extent resulting determined by a court of competent jurisdiction to have resulted from bad faith, gross negligence or willful misconduct on the part of such Seller Indemnified Party Party, (ii) taxes imposed by the jurisdiction in which such Seller Indemnified Party’s principal executive office is located, on or measured by the overall net income of such Seller Indemnified Party; and (biii) Indemnified Amounts that have the effect of recourse for non-payment of the Loans included in the Collateral due to credit problems of the Obligors (except as otherwise specifically provided in this Agreement). If one or both of ) for Seller Indemnified Amounts to the Sellers have made any indemnity payment pursuant to this Section 11.1 and such payment fully indemnified extent the recipient thereof and the recipient thereafter collects any payments from others same includes losses in respect of Receivables that were Eligible Receivables on the date such Indemnified Amounts thenReceivables were purchased by Buyer hereunder but which prove to be uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the recipient shall repay to such Seller(s), ratably in accordance with the indemnity payment(s) actually made by such Seller(s), an amount equal to the amount it has collected from others in respect of such indemnified amountsrelated Obligor. Without limiting the foregoing, each of the Sellers jointly and severally shall indemnify each Seller Indemnified Party for Seller Indemnified Amounts arising out of or relating to or resulting from:to: Second Amended and Restated Receivables Sale Agreement

Indemnities by the Sellers. (a) Without limiting any other rights that which any such Person may have hereunder or under Applicable Lawapplicable law, each of the Sellers hereby jointly and severally agree agrees to indemnify the Administrative AgentBuyer, the Purchaser Agentsits assigns, the Backup Servicer, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective Affiliates, and all successors, transferees, participants and assigns and all officers, directors, shareholders, members, controlling persons, employees and agents thereof (collectivelyeach, the “Indemnified Parties”a "SELLER INDEMNIFIED PARTY"), forthwith on demand, from and against any and all damages, taxes, losses, claims, liabilities and reasonable related out-of-pocket costs and expenses, including reasonable attorneys’ ' fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”"SELLER INDEMNIFIED AMOUNTS") awarded against or incurred by such Indemnified Party and other non-monetary damages of any such Indemnified Party or any of them arising out of or as relating to this Agreement, any of the other Transaction Documents to which such Seller is a result party, the Receivables and Related Security, and/or the actions of this Agreement or having an interest in the Collateral or in respect of any Loan included in the Collateralsuch Seller, excluding, however, (ai) Seller Indemnified Amounts to the extent resulting determined by a court of competent jurisdiction to have resulted from bad faith, gross negligence or willful misconduct on the part of such Seller Indemnified Party Party, (ii) taxes imposed by the jurisdiction in which such Seller Indemnified Party's principal executive office is located, on or measured by the overall net income of such Seller Indemnified Party; and (biii) Indemnified Amounts that have the effect of recourse for non-payment of the Loans included in the Collateral due to credit problems of the Obligors (except as otherwise specifically provided in this Agreement). If one or both of ) for Seller Indemnified Amounts to the Sellers have made any indemnity payment pursuant to this Section 11.1 and such payment fully indemnified extent the recipient thereof and the recipient thereafter collects any payments from others same includes losses in respect of Receivables that were Eligible Receivables on the date such Indemnified Amounts thenReceivables were purchased by Buyer hereunder but which prove to be uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the recipient shall repay to such Seller(s), ratably in accordance with the indemnity payment(s) actually made by such Seller(s), an amount equal to the amount it has collected from others in respect of such indemnified amountsrelated Obligor. Without limiting the foregoing, each of the Sellers jointly and severally shall indemnify each Seller Indemnified Party for Seller Indemnified Amounts arising out of or relating to or resulting fromto:

Indemnities by the Sellers. (a) Without limiting any other rights that any such Person the Company may have hereunder or under Applicable Lawapplicable law and subject to Section 2.06, each Seller hereby agrees to pay, indemnify and hold the Sellers hereby jointly and severally agree to indemnify the Administrative Agent, the Purchaser Agents, the Backup Servicer, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, Company harmless from and against any and all damagesclaims, losses, claimsliabilities, liabilities and related obligations, damages, penalties, actions, judgments, suits, reasonable costs and expenses(including reasonable attorneys' fees), including attorneys’ fees expenses and disbursements of any kind or nature whatsoever related thereto (all a) which may at any time be imposed on, incurred by or asserted against the Company in any way relating to, arising out of or resulting from this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby or any action taken or omitted by the Company under or in connection with any of the foregoing or in respect of any Receivable or (b) which would not have been imposed on, incurred by or asserted against the Company but for its having purchased the Receivables hereunder (all such claims, losses, liabilities, obligations, damages, penalties, actions, judgments, suits, costs, expenses and disbursements being collectively referred to as "INDEMNIFIED AMOUNTS"), PROVIDED that the “Indemnified Amounts”) awarded against or incurred by such Indemnified Party and other non-monetary damages of any such Indemnified Party or any of them arising out of or as a result of Sellers shall have no obligation under this Agreement or having an interest in Section 7.01 to the Collateral or in Company with respect of any Loan included in the Collateral, excluding, however, (a) to Indemnified Amounts (i) to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party the Company, its agents or its assignees; (bii) Indemnified Amounts resulting from any Obligor's inability to pay an amount due and payable with respect to a Receivable for credit reasons (it being understood that have the effect this clause (ii) shall not limit Section 2.05), and PROVIDED, FURTHER, that if a court of recourse for competent jurisdiction in a final non-payment of the Loans included in the Collateral due to credit problems of the Obligors (except as otherwise specifically provided in this Agreement). If one or both of the Sellers have made any indemnity payment pursuant to this Section 11.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of appealable order determines that such Indemnified Amounts thenarose in part from the Company's gross negligence or willful misconduct, the recipient Sellers shall repay reimburse the Company for the portion of such claim not resulting from the Company's gross negligence or willful misconduct, and PROVIDED, FURTHER, that to the extent a determination of gross negligence or willful misconduct is made after the payment of any Indemnified Amounts related thereto, the Seller shall be repaid any amounts reimbursed under the preceding clause that, due to such Seller(s)determination, ratably in accordance with the indemnity payment(s) actually made by such Seller(s), an amount equal to the amount it has collected from others in respect of such indemnified amountsshould not have paid. Without limiting or being limited by the foregoingforegoing and subject to Section 2.06, each Seller shall pay on demand to the Sellers jointly Company any and severally shall all amounts necessary to indemnify each Indemnified Party for the Company from and against any and all Indemnified Amounts relating to or resulting from:

Indemnities by the Sellers. (a) Without limiting any other rights that any such Person the Administrative Agent, the Purchaser Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Seller Indemnified Party”) may have hereunder or under Applicable Law, the Sellers hereby each Seller, jointly and severally agree severally, hereby agrees to indemnify the Administrative Agent, the Purchaser Agents, the Backup Servicer, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Seller Indemnified Parties”), forthwith on demand, Party from and against any and all damages, losses, claims, losses and liabilities and related costs and expenses, (including attorneys’ fees and disbursements Attorney Costs) (all of the foregoing being collectively referred to as the “Seller Indemnified Amounts”) awarded against or incurred by such Indemnified Party and other non-monetary damages of any such Indemnified Party or any of them arising out of or as a result of resulting from this Agreement or having an any other Transaction Document or the use of proceeds of the Investment or the security interest in the Collateral or in respect of any Loan included in the Collateral, Pool Receivable or any other Support Assets; excluding, however, (a) Seller Indemnified Amounts to the extent resulting a final non-appealable judgment of a court of competent jurisdiction holds that such Seller Indemnified Amounts resulted solely from the gross negligence or willful misconduct on by the part Seller Indemnified Party seeking indemnification or any material breach of the obligations of such Seller Indemnified 101 Party or under the Transaction Documents and (b) Indemnified Amounts b)Taxes (other than Taxes that have the effect of recourse for represent losses, claims, damages etc. arising from any non-payment of the Loans included in the Collateral due to credit problems of the Obligors (except as otherwise specifically provided in this AgreementTax claim). If one or both of the Sellers have made any indemnity payment pursuant to this Section 11.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to such Seller(s), ratably in accordance with the indemnity payment(s) actually made by such Seller(s), an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting or being limited by the foregoing, the Sellers each Seller shall, jointly and severally shall indemnify severally, pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Seller Indemnified Party for any and all amounts necessary to indemnify such Seller Indemnified Party from and against any and all Seller Indemnified Amounts relating to or resulting from:from any of the following (but excluding Seller Indemnified Amounts and Taxes described in clauses (a) and (b) above):