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: (i) any representation or warranty made or deemed made by either Seller, the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) or any of their respective officers under or in connection with this Agreement or any other Transaction Document, which shall have been false or incorrect in any material respect when made or deemed made or delivered; (ii) the failure by either Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to comply with any term, provision or covenant contained in this Agreement or any agreement executed in connection with this Agreement, or with any Applicable Law, with respect to any Collateral or the nonconformity of any Collateral with any such Applicable Law; (iii) the failure to vest and maintain vested in the Administrative Agent, as agent for the Secured Parties, a first priority security interest in the Collateral, together with all Collections, free and clear of any Lien (other than Permitted Liens) whether existing at the time of the Advance or at any time thereafter; (iv) [Reserved]; (v) the failure to file, or any delay in filing, financing statements, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws with respect to any Collateral, whether at the time of the Advance or at any subsequent time; (vi) any dispute, claim, offset or defense (other than the discharge in bankruptcy of the Obligor) of the Obligor to the payment with respect to any Collateral (including, without limitation, a defense based on the Collateral not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or services related to such Collateral or the furnishing or failure to furnish such merchandise or services; (vii) any failure of either Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to perform its duties or obligations in accordance with the provisions of this Agreement or any of the other Transaction Documents to which it is a party or any failure by any of the Originators, either Seller or any Affiliate thereof to perform its respective duties under any Collateral; (viii) the failure of any Lock-Box Bank to remit any amounts held in a Lock-Box Account pursuant to the instructions of the Servicer or the Administrative Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Lock-Box Agreement) whether by reason of the exercise of set-off rights or otherwise; (ix) any inability to obtain any judgment in, or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of either Seller or any of the Originators to qualify to do business or file any notice or business activity report or any similar report; (x) any action taken by either Seller or any of the Originators (in its capacity as the Servicer) in the enforcement or collection of any Collateral; (xi) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with the Related Property or services that are the subject of any Collateral; (xii) any claim, suit or action of any kind arising out of or in connection with Environmental Laws (including, but not limited to, with respect to any REO Asset) including any vicarious liability; (xiii) the failure by either Seller to pay when due any Taxes for which such Seller is liable, including without limitation, sales, excise or personal property taxes payable in connection with the Collateral; (xiv) any repayment by the Administrative Agent, the Purchaser Agents or a Secured Party of any amount previously distributed in reduction of Advances Outstanding or payment of Interest or any other amount due hereunder, which amount the Administrative Agent, the Purchaser Agents or a Secured Party believes in good faith is required to be repaid; (xv) the commingling of Collections on the Collateral at any time with other funds; (xvi) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of the Advance or the security interest in the Collateral; (xvii) any failure by either Seller to give reasonably equivalent value to the applicable Originator in consideration for the transfer by the applicable Originator to such Seller of any item of Collateral or any attempt by any Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; (xviii) the use of the proceeds of the Advance in a manner other than as provided in this Agreement and the Sale Agreements; or (xix) the failure of either Seller, any of the Originators or any of their respective agents or representatives to remit to the Servicer or the Administrative Agent or the Purchaser Agents, Collections on the Collateral remitted to such Seller, such Originator, the Servicer or any such agent or representative. (b) Any amounts subject to the indemnification provisions of this Section 11.1 shall be paid by the Sellers to the Indemnified Party within five Business Days following such Person’s demand therefor. (c) If for any reason the indemnification provided above in this Section 11.1 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Sellers or the Servicer, as the case may be, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Sellers or the Servicer, as the case may be, on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (d) The obligations of the Sellers under this Section 11.1 shall survive the resignation or removal of the Administrative Agent, the Purchaser Agents, the Servicer, the Backup Servicer or the Collateral Custodian and the termination of this Agreement.

Indemnities by the Sellers. (a) Without limiting any other rights that any such Person RPA Indemnified Party (as defined below) may have hereunder or under Applicable Lawapplicable law, the Sellers hereby jointly and severally agree each Seller agrees to indemnify the Administrative AgentBuyer, the Purchaser Agents, the Backup Servicer, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective assigns its successors, permitted transferees and assigns, and all officers, directors, shareholders, controlling Persons, employees and agents thereof of any of the foregoing (collectively, each of the “foregoing Persons being individually called a "RPA Indemnified Parties”Party"), forthwith on demand, from and against any and all damages, losses, claimsclaims (whether on account of settlements or otherwise), judgments, liabilities and related reasonable costs and expenses, expenses (including reasonable attorneys’ ' fees and disbursements disbursements) awarded against or incurred by any of them arising out of, in connection with, or as a result of any of the following (all of the foregoing being collectively referred to as the “called "RPA 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, Losses"): (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: (i) any representation or warranty made or deemed made by either Seller, the Servicer such Seller (if the applicable Originator or one of its Affiliates is the Servicer) or any of their respective officers its Authorized Officers) under any of the Transaction Documents, any Monthly Report, any Daily Report or any other information or report delivered by or on behalf of such Seller or the Servicer with respect to such Seller or the Receivables or Related Assets originated by such Seller (including without limitation any representation, warranty, information or report relied upon by Buyer in connection with this Agreement the offering or sale of any other Transaction DocumentCertificate), which shall have been false that contained any untrue statement or incorrect in any material respect omitted to state facts necessary to make the statements not misleading when made or deemed made or delivered;made, (iib) the failure by either such Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to comply with any termapplicable law, provision rule or covenant contained in this Agreement or any agreement executed in connection with this Agreement, or with any Applicable Law, regulation with respect to any Collateral Receivable or any Related Asset or to comply with any Contract related thereto, or the nonconformity of any Collateral Receivable, the related Contract or any Related Assets with any such Applicable Law;applicable law, rule or regulation, (iiic) the failure to vest and maintain vested in the Administrative Agent, as agent for the Secured Parties, Buyer a first priority security perfected ownership interest in the Collateral, together with all CollectionsReceivables originated by such Seller and the Related Assets, free and clear of any Lien Adverse Claim (other than Permitted Liens) an Adverse Claim created in favor of Buyer pursuant to this Agreement or in favor of the Trustee pursuant to the Pooling Agreement), whether existing at the time of the Advance sale of such Receivable or at any time thereafter;thereafter and without regard to whether such Adverse Claim was a Permitted Adverse Claim, (ivd) [Reserved];any failure of such Seller to perform its duties or obligations in accordance with the provisions of the Transaction Documents, (ve) any products liability claim, personal injury or property damage suit, environmental liability claim or any other claim or action by a party other than Buyer of whatever sort, whether sounding in tort, contract or any other legal theory, arising out of or in connection with the goods or services that are the subject of any Specified Assets with respect thereto, (f) the failure to file, or any delay in filing, financing statements, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws Public Notice with respect to any CollateralSpecified Assets, whether at the time of the Advance any sale or at any subsequent time;, (vig) any dispute, claim, offset or defense (other than the discharge in bankruptcy of the Obligorbankruptcy) of the an Obligor to the payment with respect to of any Collateral (includingReceivable originated by such Seller or Related Asset, without limitationor purported Receivable or Related Asset, including a defense based on such Receivable's or the Collateral related Contract's not being a legal, valid and binding obligation of such the Obligor enforceable against it in accordance with its terms, and (h) any tax or governmental fee or charge (other than franchise taxes and taxes on or measured by the net income of Buyer or any of its assignees), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, that may arise by reason of the purchase or ownership of the Receivables originated by such Seller or any Related Asset connected with any such Receivables. Notwithstanding the foregoing (and with respect to clause (ii) below, without prejudice to the rights that Buyer may have pursuant to the other claim resulting from the sale of the merchandise or services related to such Collateral or the furnishing or failure to furnish such merchandise or services; (vii) any failure of either Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to perform its duties or obligations in accordance with the provisions of this Agreement or the provisions of any of the other Transaction Documents to which it is a party Documents), in no event shall any RPA Indemnified Party be indemnified for any RPA Indemnified Losses (i) resulting from gross negligence or any failure by any willful misconduct on the part of the OriginatorsRPA Indemnified Party, either Seller or any Affiliate thereof to perform its respective duties under any Collateral; (viiiii) the failure of any Lock-Box Bank to remit any amounts held in a Lock-Box Account pursuant to the instructions of the Servicer or the Administrative Agent (to the extent such Person is entitled to give such instructions the same includes losses in accordance with the terms hereof respect of Receivables and of any applicable Lock-Box Agreement) whether by reason of the exercise of set-off rights or otherwise; (ix) any inability to obtain any judgment in, or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of either Seller or any of the Originators to qualify to do business or file any notice or business activity report or any similar report; (x) any action taken by either Seller or any of the Originators (in its capacity as the Servicer) in the enforcement or collection of any Collateral; (xi) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with the Related Property or services reimbursement therefor that are the subject of any Collateral; (xii) any claim, suit or action of any kind arising out of or in connection with Environmental Laws (including, but not limited to, with respect to any REO Asset) including any vicarious liability; (xiii) the failure by either Seller to pay when due any Taxes for which such Seller is liable, including without limitation, sales, excise or personal property taxes payable in connection with the Collateral; (xiv) any repayment by the Administrative Agent, the Purchaser Agents or a Secured Party of any amount previously distributed in reduction of Advances Outstanding or payment of Interest or any other amount due hereunder, which amount the Administrative Agent, the Purchaser Agents or a Secured Party believes in good faith is required to be repaid; (xv) the commingling of Collections on the Collateral at any time with other funds; (xvi) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of the Advance or the security interest in the Collateral; (xvii) any failure by either Seller to give reasonably equivalent value to the applicable Originator in consideration for the transfer by the applicable Originator would constitute credit recourse to such Seller for the amount of any item of Collateral Receivable or any attempt by any Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; (xviii) the use of the proceeds of the Advance in a manner other than as provided in this Agreement and the Sale Agreements; or (xix) the failure of either Seller, any of the Originators or any of their respective agents or representatives to remit to the Servicer or the Administrative Agent or the Purchaser Agents, Collections on the Collateral remitted to such Seller, such Originator, the Servicer or any such agent or representative. (b) Any amounts subject to the indemnification provisions of this Section 11.1 shall be Related Asset not paid by the Sellers related Obligor, (iii) to the extent the same are or result from lost profits (other than any breakage amounts or early termination amounts owed to any RPA Indemnified Party within five Business Days following such Person’s demand therefor. Party) or (civ) to the extent the same are or result from taxes on or measured by the net income of the RPA Indemnified Party. If for any reason the indemnification provided above in this Section 11.1 section is unavailable to the a RPA Indemnified Party or is insufficient to hold an a RPA Indemnified Party harmless, then the Sellers or the Servicer, as the case may be, such Seller shall contribute to the maximum amount payable or paid or payable by such to the RPA Indemnified Party as a result of such the loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such the RPA Indemnified Party on the one hand and the Sellers or the Servicer, as the case may be, such Seller on the other hand hand, but also the relative fault of such the RPA Indemnified Party as well as (if any) and such Seller and any other relevant equitable considerations. (d) The obligations of the Sellers under this Section 11.1 shall survive the resignation or removal of the Administrative Agent, the Purchaser Agents, the Servicer, the Backup Servicer or the Collateral Custodian and the termination of this Agreement.

Indemnities by the 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:): (i) any Receivable which such Seller represents to be or treats as an Eligible Receivable but which is not an Eligible Receivable as of the date of such representation or treatment; (ii) any other representation or warranty certification, report or other statement made or deemed made by either Seller, the Servicer such Seller (if the applicable Originator or one of its Affiliates is the Servicer) or any of their respective its officers or employees) under or in connection with this Agreement or any of the other Transaction Document, Documents which shall have been false or incorrect in any material respect when made or deemed made or delivered; (ii) the failure by either Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to comply with any term, provision or covenant contained in this Agreement or any agreement executed in connection with this Agreement, or with any Applicable Law, with respect to any Collateral or the nonconformity of any Collateral with any such Applicable Lawmade; (iii) the failure by such Seller to comply with any applicable Law with respect to any Receivable or the related Contract; or the failure of any Receivable originated by such Seller or the related Contract to conform to any such applicable Law; (iv) the failure to vest and maintain vested in the Administrative Agent, as agent for Buyer absolute ownership of each Purchased Receivable originated by such Seller and the Secured Parties, a first priority security interest Related Security and Collections in the Collateral, together with all Collectionsrespect thereof, free and clear of any Lien (other than Permitted Liens) whether existing at the time of the Advance or at any time thereafter; (iv) [Reserved]Adverse Claim; (v) the failure to filehave filed, or any delay in filing, financing statements, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws applicable laws with respect to any CollateralReceivables originated by such Seller and the Related Security and Collections in respect thereof, whether at the time of the Advance any Purchase or at any subsequent time; (vi) any dispute, claim, offset or defense (other than the discharge in bankruptcy of the Obligorbankruptcy) of the an Obligor to the payment with respect to of any Collateral Receivable originated by such Seller (including, without limitation, a defense based on such Receivable or the Collateral related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise merchandise, goods or services related to such Collateral Receivable or the furnishing or failure to furnish such merchandise merchandise, goods or servicesservices or relating to any Contract related thereto; (vii) any failure of either such Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to perform its duties or obligations in accordance with the provisions of this Agreement or any of the hereof and each other Transaction Documents to which it is a party Document or any failure by any of the Originators, either Seller or any Affiliate thereof to perform its respective duties or obligations under any Collateralthe Contracts or to timely and fully comply in all respects with the Credit and Collection Policy in regard to each Receivable originated by such Seller and the related Contract; (viii) the failure of any Lock-Box Bank to remit any amounts held in a Lock-Box Account pursuant to the instructions of the Servicer or the Administrative Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Lock-Box Agreement) whether by reason of the exercise of set-off rights or otherwise; (ix) any inability to obtain any judgment inproducts liability, or utilize the court environmental or other adjudication system of, any state in which an Obligor may be located as a result of the failure of either Seller or any of the Originators to qualify to do business or file any notice or business activity report or any similar report; (x) any action taken by either Seller or any of the Originators (in its capacity as the Servicer) in the enforcement or collection of any Collateral; (xi) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with the Related Property merchandise, goods or services that which are the subject of any CollateralReceivable originated by such Seller or Related Security; (xii) any claim, suit or action of any kind arising out of or in connection with Environmental Laws (including, but not limited to, with respect to any REO Asset) including any vicarious liability; (xiii) the failure by either Seller to pay when due any Taxes for which such Seller is liable, including without limitation, sales, excise or personal property taxes payable in connection with the Collateral; (xiv) any repayment by the Administrative Agent, the Purchaser Agents or a Secured Party of any amount previously distributed in reduction of Advances Outstanding or payment of Interest or any other amount due hereunder, which amount the Administrative Agent, the Purchaser Agents or a Secured Party believes in good faith is required to be repaid; (xvix) the commingling of Collections on the Collateral of Purchased Receivables at any time with other funds; (xvix) any investigation, litigation or proceeding (actual or threatened) related to this Agreement or the use of proceeds of the Advance Purchases or the security interest in the Collateral;respect of any Receivable originated by such Seller or Related Security or Contract; or (xviixi) any the failure by either such Seller to give reasonably equivalent value to the applicable Originator in consideration for the transfer by the applicable Originator to such Seller of pay when due any item of Collateral or any attempt by any Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable actiontaxes, including, without limitation, any provision sales, excise or personal property taxes. Notwithstanding anything to the contrary in this Agreement, solely for purposes of the Bankruptcy Code; Sellers' indemnification obligations pursuant to clauses (xviiiii) the use and (vii) of the proceeds of the Advance in a manner other than as provided in this Agreement and the Sale Agreements; or (xix) the failure of either SellerArticle VIII, any representation, warranty or covenant qualified by the occurrence or non-occurrence of the Originators a Material Adverse Effect or any similar concepts of their respective agents or representatives to remit to the Servicer or the Administrative Agent or the Purchaser Agents, Collections on the Collateral remitted to such Seller, such Originator, the Servicer or any such agent or representative. (b) Any amounts subject to the indemnification provisions of this Section 11.1 materiality shall be paid by the Sellers deemed to the Indemnified Party within five Business Days following such Person’s demand thereforbe not so qualified. (c) If for any reason the indemnification provided above in this Section 11.1 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Sellers or the Servicer, as the case may be, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Sellers or the Servicer, as the case may be, on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (d) The obligations of the Sellers under this Section 11.1 shall survive the resignation or removal of the Administrative Agent, the Purchaser Agents, the Servicer, the Backup Servicer or the Collateral Custodian and the termination of this Agreement.

Indemnities by the 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): (i) any representation Pool Receivable which any Seller or the Servicer includes as an Eligible Receivable as part of the Net Pool Balance but which is not an Eligible Receivable at such time; (ii) any representation, warranty or statement made or deemed made by either Seller, the Servicer any Seller (if the applicable Originator or one of its Affiliates is the Servicer) or any of their its respective officers officers) under or in connection with this Agreement Agreement, any of the other Transaction Documents, any Information Package, any Purchase Report or any other Transaction Document, information or report delivered by or on behalf of any Seller pursuant hereto which shall have been false untrue or incorrect in any material respect when made or deemed made or deliveredmade; (iiiii) the failure by either any Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to comply with any term, provision or covenant contained in this Agreement or any agreement executed in connection with this Agreement, or with any Applicable Law, Law with respect to any Collateral Pool Receivable or the nonconformity related Contract; or the failure of any Collateral with Pool Receivable or the related Contract to conform to any such Applicable Law; (iiiiv) the failure to vest and maintain vested in the Administrative Agent, as agent for the Secured Parties, Agent a first priority perfected ownership or security interest in all or any portion of the CollateralSupport Assets, together with all Collections, in each case free and clear of any Lien (other than Permitted Liens) whether existing at the time of the Advance or at any time thereafter; (iv) [Reserved]Adverse Claim; (v) the failure to filehave filed, or any delay in filing, financing statements, financing statement amendments, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws with respect to any CollateralPool Receivable and the other Support Assets and Collections in respect thereof, whether at the time of the Advance any Investment or at any subsequent time; (vi) any dispute, claim or defense (other than discharge in bankruptcy) of an Obligor to the payment of any Pool Receivable (including (x) a defense based on such Pool Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms or (y) any dispute between an Advertiser Obligor and the related Agency Obligor as to which Person or Persons are obligated to make payment on a Receivable (whether before or after an Advertiser Obligor remits payment to an Agency Obligor)), or any other claim resulting from or relating to collection activities with respect to such Pool Receivable; (vii) any failure of any Seller to perform any of its duties or obligations in accordance with the provisions hereof and of each other Transaction Document related to Pool Receivables or to timely and fully comply with the Credit and Collection Policy in regard to each Pool Receivable; (viii) any products liability, environmental or other claim arising out of or in connection with any Pool Receivable or other merchandise, goods or services which are the subject of or related to any Pool Receivable; (ix) the commingling of Collections of Pool Receivables at any time with other funds (including the commingling of Collections of Pool Receivables with Subject Collections); (x) any investigation, litigation or proceeding (actual or threatened) related to this Agreement or any other Transaction Document or the use of proceeds of any Investments or in respect of any Pool Receivable or other Support Assets or any related Contract; (xi) any failure of any Seller to comply with its covenants, obligations and agreements contained in this Agreement or any other Transaction Document; (xii) any setoff with respect to any Pool Receivable; (xiii) any funds that are remitted by or on behalf of any Advertiser Obligor to an Agency Obligor with respect to any Sequential Receivable that are not subsequently remitted by or on behalf of such Agency Obligor to any Originator, any Seller, the Servicer or any other Person on their behalf within one hundred twenty (120) days of such receipt; (xiv) any failure of any Seller or any Originator to perform any of their respective duties or obligations under any Contract related to any Early-Xxxx Receivable; (xv) any claim brought by any Person other than a Seller Indemnified Party arising from any activity by any Seller or any Affiliate of any Seller in servicing, administering or collecting any Pool Receivable; (xvi) any investigation, litigation or proceeding (actual or threatened) related to or in respect of any Subject Receivables or any Subject Collections; (xvii) any failure of a Lock-Box Bank to comply with the terms of the applicable Lock-Box Agreement or any amounts payable by the Administrative Agent to a Lock-Box Bank under any Lock-Box Agreement; (xviii) any dispute, claim, offset or defense (other than the discharge in bankruptcy of the Obligor) of the Obligor to the payment with respect to of any Collateral Pool Receivable (including, without limitation, including a defense based on such Pool Receivable or the Collateral related Contract or Agency Letter not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of goods or the merchandise or rendering of services related to such Collateral Pool Receivable or the furnishing or failure to furnish any such merchandise goods or servicesservices or other similar claim or defense not arising from the financial inability of any Obligor to pay undisputed indebtedness; (viixix) any failure of either Seller action taken by the Administrative Agent as attorney-in-fact for any Seller, any Originator or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) pursuant to perform its duties or obligations in accordance with the provisions of this Agreement or any of the other Transaction Documents to which it is a party or any failure by any of the Originators, either Seller or any Affiliate thereof to perform its respective duties under any CollateralDocument; (viiixx) the failure use of proceeds of any Lock-Box Bank to remit any amounts held in a Lock-Box Account pursuant to the instructions of the Servicer or the Administrative Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Lock-Box Agreement) whether by reason of the exercise of set-off rights or otherwiseInvestment; (ixxxi) any inability to obtain any judgment in, or utilize the court or other adjudication system of, any state reduction in which an Obligor may be located Capital as a result of the distribution of Collections if all or a portion of such distributions shall thereafter be rescinded or otherwise must be returned for any reason; (xxii) any failure to receive consent from any Obligor for any transfer, sale or assignment of either the related Receivable or any proceeds thereof; or (xxiii) any civil penalty or fine assessed by OFAC or any other Governmental Authority administering any Anti-Terrorism Law, Anti-Corruption Law or Sanctions, and all reasonable costs and expenses (including reasonable documented legal fees and disbursements) incurred in connection with defense thereof by, any Seller Indemnified Party in connection with the Transaction Documents as a result of any action of any Seller or any of the Originators to qualify to do business or file any notice or business activity report or any similar report; (x) any action taken by either Seller or any of the Originators (in its capacity as the Servicer) in the enforcement or collection of any Collateral; (xi) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with the Related Property or services that are the subject of any Collateral; (xii) any claim, suit or action of any kind arising out of or in connection with Environmental Laws (including, but not limited to, with respect to any REO Asset) including any vicarious liability; (xiii) the failure by either Seller to pay when due any Taxes for which such Seller is liable, including without limitation, sales, excise or personal property taxes payable in connection with the Collateral; (xiv) any repayment by the Administrative Agent, the Purchaser Agents or a Secured Party of any amount previously distributed in reduction of Advances Outstanding or payment of Interest or any other amount due hereunder, which amount the Administrative Agent, the Purchaser Agents or a Secured Party believes in good faith is required to be repaid; (xv) the commingling of Collections on the Collateral at any time with other funds; (xvi) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of the Advance or the security interest in the Collateral; (xvii) any failure by either Seller to give reasonably equivalent value to the applicable Originator in consideration for the transfer by the applicable Originator to such Seller of any item of Collateral or any attempt by any Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; (xviii) the use of the proceeds of the Advance in a manner other than as provided in this Agreement and the Sale Agreements; or (xix) the failure of either Seller, any of the Originators or any of their respective agents or representatives to remit to the Servicer or the Administrative Agent or the Purchaser Agents, Collections on the Collateral remitted to such Seller, such Originator, the Servicer or any such agent or representativeAffiliates. (b) Any amounts subject to the indemnification provisions of this Section 11.1 shall be paid by the Sellers to the Indemnified Party within five Business Days following such Person’s demand therefor. (c) If for any reason the foregoing indemnification provided above in this Section 11.1 is unavailable to the any Seller Indemnified Party or is insufficient to hold an Indemnified Party it harmless, then the Sellers or the Servicershall, as the case may bejointly and severally, shall contribute to such Seller Indemnified Party the amount paid or payable by such Seller Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party economic interests of the Sellers and their Affiliates on the one hand and the Sellers or the Servicer, as the case may be, such Seller Indemnified Party on the other hand but also in the matters contemplated by this Agreement as well as the relative fault of the Sellers and their Affiliates and such Seller Indemnified Party as well as with respect to such loss, claim, damage or liability and any other relevant equitable considerations. (d) . The reimbursement, indemnity and contribution obligations of the Sellers under this Section 11.1 shall be in addition to any liability which the Sellers may otherwise have, shall extend upon the same terms and conditions to each Seller Indemnified Party, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Sellers and the Seller Indemnified Parties. (c) Any indemnification or contribution under this Section shall survive the resignation or removal of the Administrative Agent, the Purchaser Agents, the Servicer, the Backup Servicer or the Collateral Custodian and the termination of this Agreement.

Indemnities by the Sellers. (a) Without limiting any other rights that any such Person which the Purchaser 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 its assigns and transferees and each of their respective assigns and officers, directors, employees and agents thereof advisors (collectivelyeach, the an “Indemnified PartiesParty”), forthwith on demand, ) from and against any and all damages, claims, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) ), awarded against or incurred by such any 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 purchase or contribution of any Transferred Receivables or in respect of any Loan included in the CollateralTransferred Receivable or any Contract, excludingincluding, howeverwithout limitation, (a) Indemnified Amounts to the extent resulting from gross negligence arising out of 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 froma result of: (i) the characterization in any Seller Report or other statement made by or on behalf of such Seller of any Transferred Receivable as an Eligible Receivable which is not an Eligible Receivable as of the date of such Seller Report or statement; (ii) any representation or warranty or statement made or deemed made by either Seller, the Servicer such Seller (if the applicable Originator or one of its Affiliates is the Servicer) or any of their respective officers its officers) under or in connection with this Agreement or any other Transaction DocumentAgreement, which shall have been false or incorrect in any material respect when made or deemed made or delivered; (ii) the failure by either Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to comply with any term, provision or covenant contained in this Agreement or any agreement executed in connection with this Agreement, or with any Applicable Law, with respect to any Collateral or the nonconformity of any Collateral with any such Applicable Lawmade; (iii) the failure by such Seller to vest and maintain vested in comply with any applicable law, rule or regulation with respect to any Transferred Receivable or the Administrative Agent, as agent for related Contract; or the Secured Parties, a first priority security interest in the Collateral, together with all Collections, free and clear failure of any Lien (other than Permitted Liens) whether existing at Transferred Receivable or the time of the Advance related Contract to conform to any such applicable law, rule or at any time thereafterregulation; (iv) [Reserved]the sale by such Seller of any Receivable in violation of applicable laws, rules or regulations; (v) the failure to filevest in the Purchaser absolute ownership of the Receivables that are, or that purport to be, the subject of a Purchase or contribution under this Agreement and the Related Security and Collections in respect thereof, free and clear of any Adverse Claim (it being agreed that this clause (v) is not intended to be an indemnity for the failure of any Underlying Inventory Security Interest to constitute a first priority security interest in the related inventory); (vi) the failure of such Seller to have filed, or any delay in filing, financing statements, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws applicable laws with respect to any CollateralReceivables that are, or that purport to be, the subject of a Purchase or contribution under this Agreement and the Related Security and Collections in respect thereof, whether at the time of the Advance any Purchase or contribution or at any subsequent time; (vivii) any dispute, claim, offset or defense (other than the discharge in bankruptcy of the Obligor) of the Obligor to the payment with respect of any Receivable that is, or that purports to any Collateral be, the subject of a Purchase or contribution under this Agreement (including, without limitation, a defense based on such Receivable or the Collateral related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or services related to such Collateral Receivable or the furnishing or failure to furnish such merchandise or servicesservices or relating to collection activities with respect to such Receivable (if such collection activities were performed by such Seller acting as Collection Agent); (viiviii) any failure of either Seller such Seller, as Collection Agent, subcontractor of the Collection Agent or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) otherwise, to perform its duties or obligations in accordance with the provisions of this Agreement hereof or any of the other Transaction Documents to which it is a party or any failure by any of the Originators, either Seller or any Affiliate thereof to perform its respective duties or obligations under any Collateral; (viii) the failure of any Lock-Box Bank Contract related to remit any amounts held in a Lock-Box Account pursuant to the instructions of the Servicer or the Administrative Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Lock-Box Agreement) whether by reason of the exercise of set-off rights or otherwiseTransferred Receivable; (ix) any inability to obtain any judgment in, or utilize the court products liability or other adjudication system of, any state in which claim by an Obligor may be located as a result of the failure of either Seller or any of the Originators to qualify to do business or file any notice or business activity report or any similar report; (x) any action taken by either Seller or any of the Originators (in its capacity as the Servicer) in the enforcement or collection of any Collateral; (xi) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort third party arising out of or in connection with the Related Property merchandise, insurance or services that which are the subject of any CollateralContract; (xii) any claim, suit or action of any kind arising out of or in connection with Environmental Laws (including, but not limited to, with respect to any REO Asset) including any vicarious liability; (xiii) the failure by either Seller to pay when due any Taxes for which such Seller is liable, including without limitation, sales, excise or personal property taxes payable in connection with the Collateral; (xiv) any repayment by the Administrative Agent, the Purchaser Agents or a Secured Party of any amount previously distributed in reduction of Advances Outstanding or payment of Interest or any other amount due hereunder, which amount the Administrative Agent, the Purchaser Agents or a Secured Party believes in good faith is required to be repaid; (xvx) the commingling of Collections on of Transferred Receivables by such Seller or a designee of the Collateral Seller, as Collection Agent or otherwise, at any time with other fundsfunds of such Seller or an Affiliate of such Seller; (xvixi) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of the Advance Purchases or the security interest ownership of Receivables, the Related Security, or Collections with respect thereto or in the Collateralrespect of any Receivable, Related Security or Contract; (xviixii) any failure by either of such Seller to give reasonably equivalent value comply with its covenants contained in this Agreement; (xiii) any Collection Agent Fees or other costs and expenses payable to any replacement Collection Agent, to the applicable Originator extent in consideration for excess of the transfer by Collection Agent Fees payable to the applicable Originator to such Seller of initial Collection Agent hereunder; (xiv) any item of Collateral or any attempt claim brought by any Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; (xviii) the use of the proceeds of the Advance in a manner other than as provided an Indemnified Party arising from any activity by such Seller or any Affiliate of such Seller in this Agreement and the Sale Agreementsservicing, administering or collecting any Transferred Receivable; or (xixxv) any Transferred Receivable (in whole or in part) becoming a Diluted Receivable. It is expressly agreed and understood by the failure of either Sellerparties hereto (i) that the foregoing indemnification is not intended to, any and shall not, constitute a guarantee of the Originators collectibility or payment of the Transferred Receivables and (ii) that nothing in this Section 8.01 shall require any Seller to indemnify any Person (A) for Receivables which are not collected, not paid or uncollectible on account of their respective agents the insolvency, bankruptcy, or representatives financial inability to remit pay of the applicable Obligor, (B) for damages, losses, claims or liabilities or related costs or expenses to the Servicer or the Administrative Agent or the Purchaser Agents, Collections on the Collateral remitted extent found in a final non-appealable judgment of a court of competent jurisdiction to such Seller, such Originator, the Servicer or any such agent or representative. (b) Any amounts subject to the indemnification provisions of this Section 11.1 shall be paid by the Sellers to the Indemnified Party within five Business Days following have resulted from such Person’s demand therefor. gross negligence or willful misconduct, or (cC) If for any reason the indemnification provided above income taxes or franchise taxes or withholding taxes (in this Section 11.1 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Sellers or the Servicer, as the case may beof withholding taxes, shall contribute other than due to the amount paid or payable changes in law) incurred by such Indemnified Party Person arising out of or as a result of such loss, claim, damage this Agreement or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Sellers respect of any Transferred Receivable or the Servicer, as the case may be, on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerationsContract. (d) The obligations of the Sellers under this Section 11.1 shall survive the resignation or removal of the Administrative Agent, the Purchaser Agents, the Servicer, the Backup Servicer or the Collateral Custodian and the termination of this Agreement.

Indemnities by the Sellers. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Sellers hereby Each Seller jointly and severally agree with the other Sellers agrees to indemnify the Administrative AgentBuyer, the Purchaser Agents, the Backup Servicer, the Collateral Custodian, the Secured Parties, the Affected Parties Operating Agent and each of their respective assigns Affiliates and officers, directors, employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, Collection Agent from and against any and all damages, losses, claims, liabilities and related reasonable costs and expenses, including attorneys’ ' fees and disbursements together with VAT thereon (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 relating to this Agreement or having an interest in the Collateral or in respect ownership of any Loan included in the CollateralPurchased Receivables, excluding, however, (a) Indemnified Amounts to the extent such amounts resulting from gross negligence or willful wilful misconduct on the part of the Person who would otherwise be entitled to claim such Indemnified Party indemnification 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 ) for uncollectible Purchased Receivables or both for losses arising out 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 amountslate Collections. Without limiting the foregoing, the Sellers jointly and severally shall indemnify each Indemnified Party for Indemnified Amounts include amounts relating to or resulting from: (i1) reliance on any representation or warranty made or deemed made by either Seller, the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) or any of their respective officers Seller under or in connection with this Agreement Agreement, or any other Transaction Documentinformation or report delivered by any Seller or the Collection Agent pursuant to this Agreement, which shall have been false or incorrect in any material respect when made or deemed made or delivereddelivered (to the extent that such amounts have not already been recovered by the applicable indemnified party pursuant to Clause 5(D)); (ii2) the failure by either any Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to comply with any term, provision or covenant contained in this Agreement or any agreement executed in connection with this Agreement, or with any Applicable Lawapplicable law, rule or regulation with respect to any Collateral Receivable, the related Contract or the nonconformity Related Security, or the noncomformity of any Collateral Receivable or the related Contract or the Related Security with any such Applicable Lawapplicable law, rule or regulation; (iii3) the failure to vest and maintain vested in the Administrative Agent, as agent for the Secured Parties, a first priority security interest in the Collateral, together with all CollectionsBuyer ownership of each Purchased Receivable, free and clear of any Lien (other than Permitted Liens) Adverse Claim whether existing at the time of the Advance Purchase of such Receivable or at any time thereafter, excluding any such Adverse Claim created by the Buyer; (iv) [Reserved]; (v) the failure to file, or any delay in filing, financing statements, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws with respect to any Collateral, whether at the time of the Advance or at any subsequent time; (vi4) any dispute, claim, offset or defense defence (other than the discharge in bankruptcy or winding up by reason of insolvency or analogous event of the ObligorAccount Debtor) of the Obligor Account Debtor to the payment with respect of any Receivable which is, or is purported to any Collateral be, a Purchased Receivable (including, without limitation, a defense defence based on such Receivable or the Collateral not related Contract nor being a legal, valid valid, binding and binding enforceable obligation of such Obligor enforceable against it in accordance with its termsAccount Debtor), or any other claim resulting from the sale of the merchandise goods or services related to such Collateral Receivable or the furnishing or failure to furnish such merchandise goods or services; (vii5) any failure of either Seller any Seller, as Collection Agent or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) otherwise, to perform its duties or obligations in accordance with the provisions of this Agreement or any of the other Transaction Documents to which it is a party or any failure by any of the Originators, either Seller or any Affiliate thereof to perform its respective duties under any CollateralAgreement; (viii6) the failure Buyer, at the request or with the approval of any Lock-Box Bank to remit Seller, contracting for or arranging foreign exchange transactions and/or funding in connection with any amounts held anticipated Purchase and such Purchase does not in a Lock-Box Account pursuant to the instructions of the Servicer or the Administrative Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Lock-Box Agreement) whether by reason of the exercise of set-off rights or otherwise; (ix) any inability to obtain any judgment in, or utilize the court or other adjudication system of, any state in which an Obligor may be located fact take place as a result of any Seller not delivering a Notice of Sale, the failure operation of either Seller Clause 3(B) or any other provision of the Originators this Agreement, or a sale of Receivables not being effected in relation to qualify to do business or file a Notice of Sale by reason of any notice or business activity report event described in Clause 11(D)(l), (2), (3) and (4) or any similar reportbreach by any Seller (in whatever capacity) of any of its obligations under or in connection with this Agreement; (x) any action taken by either Seller or any of the Originators (in its capacity as the Servicer) in the enforcement or collection of any Collateral; (xi7) any products liability claim claim, or personal injury or property damage suit claim, or other similar or related claim or action of whatever sort arising out of or in connection with the Related Property goods, merchandise or services that which are the subject of any Collateral;Receivable or Contract; and (xii) any claim, suit or action 8) the transfer of any kind arising out of or in connection with Environmental Laws (including, but not limited to, with respect to any REO Asset) including any vicarious liability; (xiii) the failure by either Seller to pay when due any Taxes for which such Seller is liable, including without limitation, sales, excise or personal property taxes payable in connection with the Collateral; (xiv) any repayment by the Administrative Agent, the Purchaser Agents or a Secured Party of any amount previously distributed in reduction of Advances Outstanding or payment of Interest or any other amount due hereunder, which amount the Administrative Agent, the Purchaser Agents or a Secured Party believes in good faith is required to be repaid; (xv) the commingling of Collections on the Collateral at any time with other funds; (xvi) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of the Advance or the security an ownership interest in the Collateral; any Receivable other than an Eligible Receivable (xvii) any failure by either Seller to give reasonably equivalent value to the applicable Originator in consideration for the transfer extent that such amounts have not already been recovered by the applicable Originator indemnified party pursuant to Clause 5(D)). The Operating Agent will provide any Seller with a certificate or certificates showing in reasonable detail the basis for the calculation of Indemnified Amounts claimed under this Clause 15(B) provided, for the avoidance of doubt, that the provision of such Seller certificate or certificates shall not be a condition for the making of any item of Collateral or any attempt by any Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; (xviii) the use of the proceeds of the Advance in a manner other than as provided in this Agreement and the Sale Agreements; or (xix) the failure of either Seller, any of the Originators or any of their respective agents or representatives to remit to the Servicer or the Administrative Agent or the Purchaser Agents, Collections on the Collateral remitted to such Seller, such Originator, the Servicer or any such agent or representative. (b) Any amounts subject to the indemnification provisions of this Section 11.1 shall be paid by the Sellers to the Indemnified Party within five Business Days following such Person’s demand therefor. (c) If for any reason the indemnification provided above in this Section 11.1 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Sellers or the Servicer, as the case may be, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Sellers or the Servicer, as the case may be, on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (d) The obligations of the Sellers claim under this Section 11.1 shall survive the resignation or removal of the Administrative Agent, the Purchaser Agents, the Servicer, the Backup Servicer or the Collateral Custodian and the termination of this AgreementClause 15(B).

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 this Agreement or having the following: (a) the transfer by such Seller of an interest in any Transferred Receivable or Related Right to any Person other than the Collateral Company, except in connection with (i) any reconveyance of a Receivable under Section 3.5 or (ii) any transfer or disposition of a Transferred Receivable by such Seller in respect its capacity as a Servicer on behalf 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 Company; (b) Indemnified Amounts that have the effect breach 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: (i) any representation or warranty made or deemed made by either Seller, the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) or any of their respective officers such Seller under or in connection with this Agreement or any other Transaction Document, or any written information or report delivered by such Seller pursuant hereto or thereto which shall have been false or incorrect in any material respect when made or deemed made or deliveredmade; (iic) the failure by either such Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to comply with any termapplicable law, provision rule or covenant contained in this Agreement or any agreement executed in connection with this Agreement, or with any Applicable Law, regulation with respect to any Collateral Transferred Receivable or the related Contract, or the nonconformity of any Collateral Transferred Receivable generated by it or the related Contract with any such Applicable Lawapplicable law, rule or regulation; (iiid) the failure to vest and maintain vested in the Administrative Agent, as agent for the Secured Parties, a first priority security Company an ownership interest in the Collateral, together with all Collections, Transferred Receivables generated by it and the Related Rights free and clear of any Lien (Lien, other than Permitted Liens) a Lien arising solely as a result of an act of the Company, the Purchaser or the Administrator, whether existing at the time of the Advance purchase of such Receivables or at any time thereafter; (iv) [Reserved]; (ve) the failure of such Seller to filefile with respect to itself, or any delay in filing, financing statements, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws applicable laws with respect to any Collateral, whether at the time of the Advance or at any subsequent time; (vi) any dispute, claim, offset or defense (other than the discharge in bankruptcy of the Obligor) of the Obligor to the payment with respect to any Collateral (including, without limitation, a defense based on the Collateral not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or services related to such Collateral or the furnishing or failure to furnish such merchandise or services; (vii) any failure of either Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to perform its duties or obligations in accordance with the provisions of this Agreement or any of the other Transaction Documents to which it is a party or any failure Transferred Receivables originated by any of the Originators, either Seller or any Affiliate thereof to perform its respective duties under any Collateral; (viii) the failure of any Lock-Box Bank to remit any amounts held in a Lock-Box Account pursuant to the instructions of the Servicer or the Administrative Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Lock-Box Agreement) whether by reason of the exercise of set-off rights or otherwise; (ix) any inability to obtain any judgment in, or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of either Seller or any of the Originators to qualify to do business or file any notice or business activity report or any similar report; (x) any action taken by either Seller or any of the Originators (in its capacity as the Servicer) in the enforcement or collection of any Collateral; (xi) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with the Related Property or services that are the subject of any Collateral; (xii) any claim, suit or action of any kind arising out of or in connection with Environmental Laws (including, but not limited to, with respect to any REO Asset) including any vicarious liability; (xiii) the failure by either Seller to pay when due any Taxes for which such Seller is liable, including without limitation, sales, excise or personal property taxes payable in connection with the Collateral; (xiv) any repayment by the Administrative Agent, the Purchaser Agents or a Secured Party of any amount previously distributed in reduction of Advances Outstanding or payment of Interest or any other amount due hereunder, which amount the Administrative Agent, the Purchaser Agents or a Secured Party believes in good faith is required to be repaid; (xv) the commingling of Collections on the Collateral at any time with other funds; (xvi) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of the Advance or the security interest in the Collateral; (xvii) any failure by either Seller to give reasonably equivalent value to the applicable Originator in consideration for the transfer by the applicable Originator to such Seller of any item of Collateral or any attempt by any Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; (xviii) the use of the proceeds of the Advance in a manner other than as provided in this Agreement and the Sale Agreements; or (xix) the failure of either Seller, any of the Originators or any of their respective agents or representatives to remit to the Servicer or the Administrative Agent or the Purchaser Agents, Collections on the Collateral remitted to such Seller, such Originator, the Servicer or any such agent or representative. (b) Any amounts subject to the indemnification provisions of this Section 11.1 shall be paid by the Sellers to the Indemnified Party within five Business Days following such Person’s demand therefor. (c) If for any reason the indemnification provided above in this Section 11.1 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Sellers or the Servicer, as the case may be, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Sellers or the Servicer, as the case may be, on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (d) The obligations of the Sellers under this Section 11.1 shall survive the resignation or removal of the Administrative Agent, the Purchaser Agents, the Servicer, the Backup Servicer or the Collateral Custodian and the termination of this Agreement.it

Indemnities by the Sellers. (a) 9.1 Without limiting any other rights that any such Person may have hereunder or under Applicable Lawprejudice to clause 11 below, each of the Sellers hereby agrees to 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, keep Xxxx fully indemnified from and against any and all claims, demands, actions, damages, losseslosses (including loss of profit and opportunity), claimscosts, obligations, penalties, liabilities and related costs and expenses, including attorneys’ fees and disbursements expenses (all of the foregoing being collectively referred to as the “Indemnified Amounts”COSTS) awarded brought or made against or suffered or incurred by such Indemnified Party and other non-monetary damages of any such Indemnified Party or any of them arising out of or Xxxx 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: (i) any representation or warranty made or deemed made by either Seller, the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) or any of their respective officers under or in connection with this Agreement or any other Transaction Document, which shall have been false or incorrect in any material respect when made or deemed made or delivered; (ii) the failure by either Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to comply with any term, provision or covenant contained in this Agreement or any agreement executed in connection with this Agreement, or with any Applicable Law, with respect to any Collateral or the nonconformity of any Collateral with any such Applicable Law; (iii) the failure to vest and maintain vested in the Administrative Agent, as agent for the Secured Parties, a first priority security interest in the Collateral, together with all Collections, free and clear of any Lien (other than Permitted Liens) whether existing at the time of the Advance or at any time thereafter; (iv) [Reserved]; (v) the failure to file, or any delay in filing, financing statements, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws with respect to any Collateral, whether at the time of the Advance or at any subsequent time; (vi) any dispute, claim, offset or defense (other than the discharge in bankruptcy of the Obligor) of the Obligor to the payment with respect to any Collateral (including, without limitation, a defense based on the Collateral not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or services related to such Collateral or the furnishing or failure to furnish such merchandise or services; (vii) any failure of either Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to perform its duties or obligations in accordance with the provisions of this Agreement or any of the other Transaction Documents to which it is a party or any failure breach by any of the Originators, either Seller or any Affiliate thereof to perform its respective duties under any Collateral; (viii) the failure Sellers of any Lock-Box Bank to remit any amounts held in a Lock-Box Account pursuant to the instructions Warranty, undertaking, agreement, covenant or obligation of the Servicer Sellers to be observed or the Administrative Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Lock-Box Agreement) whether by reason of the exercise of set-off rights or otherwise; (ix) any inability to obtain any judgment inperformed hereunder, or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of either Seller or any of the Originators to qualify to do business or file any notice or business activity report or any similar report; (x) any action taken by either Seller or any of the Originators (in its capacity as the Servicer) in the enforcement or collection of any Collateral; (xi) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort and/or arising out of or in connection with the Related Property or services that are the subject in respect of any Collateralsuch breach or the Company' action(s) or omission(s) which may be detrimental to Xxxx or may have a material adverse effect on the Properties, business or prospects of the Company resulting from any such action or omission. 9.2 Notwithstanding any contrary provision in this Agreement (including the Schedules) or under applicable law and without limiting Dana's other rights or remedies hereunder, the Sellers shall be jointly and severally liable to: (a) Xxxx for any indemnity claim of Xxxx hereunder for any and all the Costs incurred by Xxxx which gives rise or results from or is in connection with to such claim, including without limitation: **** indicates where a confidential portion has been omitted and filed separately with the Commission (i) any Encumbrance over any Transferred Interests or all or any part of the business or Assets of the Company; (xiiii) any claim, suit or action breach of any kind arising out of the Warranties or of any other representations and warranties in respect of the Company hereunder being other than the Warranties; and (iii) any breach by any Seller of any provision of this Agreement in any material respect. (b) Xxxx for any indemnity claim of Xxxx hereunder for any and all Costs which the JV incurs or which the JV is liable in respect of or in connection with Environmental Laws (including, but not limited to, with respect to any REO Asset) including any vicarious liability; (xiii) the failure by either Seller to pay when due any Taxes for which such Seller is liableclaim, including without limitation: (i) any past, sales, excise present or personal property taxes payable in connection with future claims by any former share or equity holder or joint venture partner of the CollateralCompany; (xiv) any repayment by the Administrative Agent, the Purchaser Agents or a Secured Party of any amount previously distributed in reduction of Advances Outstanding or payment of Interest or any other amount due hereunder, which amount the Administrative Agent, the Purchaser Agents or a Secured Party believes in good faith is required to be repaid; (xv) the commingling of Collections on the Collateral at any time with other funds; (xvi) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of the Advance or the security interest in the Collateral; (xviiii) any failure by either Seller the Company to give reasonably equivalent value to the applicable Originator in consideration hold any permit authorisation, licence or registration required for the transfer conduct of any aspect of any business carried on by the applicable Originator to such Seller of any item of Collateral or any attempt by any Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code;Company: (xviiiA) the use of the proceeds of the Advance in a manner other than as provided in this Agreement and the Sale Agreementsprior to Completion; or (xixB) during the period of six (6) months immediately after Completion. (iii) any breach by or contravention of the Company of any law or regulation prior to Completion, including without limitation: (A) any failure of the Company to pay its employees or persons engaged by it of any salaries due and payable, to make contributions therefor, whether under statutory requirement or contractual obligations, in accordance with the relevant PRC labor laws and regulations; (B) any failure of the Company to provide a safe and hazardous-free work environment for its employees or persons engaged by it and/or any work-related injury claim (past, present or future) brought thereby; (C) any tax violation by the Company to pay relevant taxes and duties in accordance with the relevant PRC relevant tax laws and regulations prior to Completion; (D) any hidden tax liabilities related to any existing tax issues of the Company which have not been rectified during the period of six (6) months immediately after Completion: or (E) any environmental violation by the Company to conduct its business in accordance with the relevant PRC environmental **** indicates where a confidential portion has been omitted and filed separately with the Commission laws and regulation and/or any obligation to clean-up ordered by the relevant PRC government authorities arising out of or resulting from or in connection therewith. (iv) any use of any computer software by the Company in violation of the relevant software license prior to Completion; (v) any outstanding, pending or threatened claims (including without limitation any and all asbestos-related claims), disputes or litigation based on the Company's business activities and/or arrangement prior to Completion to which the Company was a party; and (vi) the failure of either Seller, any net book value of the Originators JV at the Completion Date as verified and confirmed in the Completion Accounts having dropped below ****. 9.3 A claim for indemnity under this clause 9 may be made by Xxxx at any time after the Completion Date by giving of written notice thereof to all of the Sellers. Such written notice shall set forth in reasonable detail the basis upon which such claim for indemnity is made. 9.4 Notwithstanding the provisions of the preceding paragraph, Xxxx shall promptly after Xxxx has actual knowledge thereof notify all of the Sellers of the existence of any actual or any of their respective agents potential claim, demand or representatives other matter involving liabilities to remit third parties to which the Sellers' joint and several indemnification obligations hereunder would apply and shall give the Sellers a reasonable opportunity to defend the same or prosecute such action to conclusion or settlement to the Servicer Sellers satisfaction, at the expense of and with the counsel selected jointly by the Sellers, provided that Xxxx shall at all times also have the right to participate in the defence at its own expense. (a) If the Sellers shall, within ten (10) Business Days after receipt of said notice, fail to defend, Xxxx shall have the right, but not the obligation, to undertake the defence of, and to compromise or settle (exercising reasonable business judgment) the Administrative Agent claim or other matter on behalf, for the Purchaser Agentsaccount, Collections on and at the Collateral remitted to such Sellerrisk and expense, such Originator, of the Servicer or any such agent or representative.Sellers; and (b) Any amounts subject to If the indemnification provisions claim is one that cannot by its nature be defended solely by the Sellers and requires the assistance of this Section 11.1 Xxxx, Xxxx shall make available all information and assistance that the Sellers may reasonably request, provided that any associated expenses shall be paid by the Sellers to the Indemnified Party within five Business Days following such Person’s demand thereforSellers. 9.5 The Sellers shall waive the benefit of all rights (cif any) If for which any reason Seller may have against the indemnification provided above JV prior to Completion and following Completion, or any present or former officer or employee of any such company, on whom any Seller may have relied in agreeing to any term of this Section 11.1 is unavailable to the Indemnified Party Agreement or is insufficient to hold an Indemnified Party harmless, then the Sellers or the Servicer, as the case may be, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand making any Warranty set out in Schedule 8.1A and the Sellers or the Servicer, as the case may be, on the other hand but also the relative fault jointly and severally undertake not to make any claim in respect of such Indemnified Party as well as any other relevant equitable considerations.reliance. **** indicates where a confidential portion has been omitted and filed separately with the Commission (d) The obligations of 9.6 All payments made by the Sellers to Xxxx under this Section 11.1 shall survive clause 9 shall, to the resignation or removal of extent that they are quantifiable prior to Completion, be used to offset Dana's payment obligation toward the Administrative AgentPurchase Price under clause 2.2 above, the Purchaser Agentsor, the Servicerotherwise, the Backup Servicer or the Collateral Custodian and the termination of this Agreementbe payable directly to Xxxx on demand.

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 this Agreement or having the following: (a) the transfer by such Seller of an interest in the Collateral or in respect of any Loan included in the Collateral, excluding, however, (a) Indemnified Amounts Receivable conveyed by such Seller to the extent resulting from gross negligence Company hereunder or willful misconduct on Related Right to any Person other than the part of such Indemnified Party or Company; (b) Indemnified Amounts that have subject to the effect last sentence 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 then3.3, 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 breach 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: (i) any representation or warranty made or deemed made by either Seller, the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) or any of their respective officers such Seller under or in connection with this Agreement or any other Transaction Document, or any information or report delivered by such Seller pursuant hereto or thereto which shall have been false or incorrect in any material respect when made or deemed made or deliveredmade; (iic) the failure by either such Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to comply with any termapplicable law, provision rule or covenant contained in this Agreement or any agreement executed in connection with this Agreement, or with any Applicable Law, regulation with respect to any Collateral Receivable conveyed by such Seller to the Company hereunder or the related Contract, or the nonconformity of any Collateral Receivable conveyed by such Seller to the Company hereunder or the related Contract with any such Applicable Lawapplicable law, rule or regulation; (iiid) the failure to vest and maintain vested in the Administrative Agent, as agent for the Secured Parties, a first priority security Company an ownership interest in the Collateral, together with all Collections, Receivables conveyed by such Seller to the Company hereunder and the Related Rights free and clear of any Lien (Lien, other than Permitted Liens) a Lien arising solely as a result of an act of the Company, the Purchaser or the Agent, whether existing at the time of the Advance purchase of such Receivables or at any time thereafter; (iv) [Reserved]; (ve) the failure of such Seller to filefile with respect to itself, or any delay in filing, financing statements, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws applicable laws with respect to any CollateralReceivables conveyed by such Seller to the Company hereunder or purported Receivables originated by such Seller, whether at the time of the Advance any purchase or at any subsequent time; (vif) any dispute, claim, offset or defense (other than the discharge in bankruptcy of or nonpayment due to a credit problem with the Obligor) of the Obligor to the payment with respect of any Receivable or purported Receivable conveyed by such Seller to any Collateral the Company hereunder (including, without limitation, a defense based on such Receivables or the Collateral related Contracts not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the services or merchandise or services related to any such Collateral Receivable or the furnishing of or failure to furnish such merchandise services or servicesmerchandise; (viig) any failure of either Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to perform its duties or obligations in accordance with the provisions of this Agreement or any of the other Transaction Documents to which it is a party or any failure by any of the Originators, either Seller or any Affiliate thereof to perform its respective duties under any Collateral; (viii) the failure of any Lock-Box Bank to remit any amounts held in a Lock-Box Account pursuant to the instructions of the Servicer or the Administrative Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Lock-Box Agreement) whether by reason of the exercise of set-off rights or otherwise; (ix) any inability to obtain any judgment in, or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of either Seller or any of the Originators to qualify to do business or file any notice or business activity report or any similar report; (x) any action taken by either Seller or any of the Originators (in its capacity as the Servicer) in the enforcement or collection of any Collateral; (xi) any products product liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with the Related Property services or services merchandise that are the subject of any Collateral;Receivable conveyed by such Seller to the Company hereunder; and (xiih) any claim, suit tax or action of any kind arising out of governmental fee or in connection with Environmental Laws charge (including, but not limited toincluding taxes upon or measured by net income or representing a franchise or unincorporated business tax on such Sale Indemnified Party), all interest and penalties thereon or with respect to any REO Asset) thereto, and all out-of-pocket costs and expenses, including any vicarious liability; (xiii) the failure reasonable fees and expenses of counsel in defending against the same, which may arise by either Seller to pay when due any Taxes for which reason of the purchase or ownership of the Receivables generated by such Seller is liableor any Related Right connected with any such Receivables; excluding, including without limitationhowever, sales(i) Sale Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Sale Indemnified Party, excise or personal property taxes payable in connection with the Collateral; and (xivii) any repayment by indemnification which has the Administrative Agent, the Purchaser Agents or a Secured Party effect of any amount previously distributed in reduction of Advances Outstanding or payment of Interest or any other amount due hereunder, which amount the Administrative Agent, the Purchaser Agents or a Secured Party believes in good faith is required to be repaid; (xv) the commingling of Collections on the Collateral at any time with other funds; (xvi) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of the Advance or the security interest in the Collateral; (xvii) any failure by either Seller to give reasonably equivalent value to the applicable Originator in consideration for the transfer by the applicable Originator recourse to such Seller for non-payment of any item of Collateral or any attempt by any Person related Receivables due to void or otherwise avoid any such transfer under any statutory provision or common law or equitable action, including, without limitation, any provision credit problems of the Bankruptcy Code; (xviii) the use of the proceeds of the Advance in a manner other than as provided in this Agreement and the Sale Agreements; or (xix) the failure of either Seller, any of the Originators or any of their respective agents or representatives to remit to the Servicer or the Administrative Agent or the Purchaser Agents, Collections on the Collateral remitted to such Seller, such Originator, the Servicer or any such agent or representative. (b) Any amounts subject to the indemnification provisions of this Section 11.1 shall be paid by the Sellers to the Indemnified Party within five Business Days following such Person’s demand therefor. (c) Obligors. If for any reason the indemnification provided above in this Section 11.1 8.1 is unavailable to the a Sale Indemnified Party or is insufficient to hold an such Sale Indemnified Party harmless, then the Sellers or the Servicer, as the case may be, related Seller shall contribute to the amount paid or payable by such Sale Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Sellers or the Servicer, as the case may be, on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerationsmaximum extent permitted under applicable law. (d) The obligations of the Sellers under this Section 11.1 shall survive the resignation or removal of the Administrative Agent, the Purchaser Agents, the Servicer, the Backup Servicer or the Collateral Custodian and the termination of this Agreement.

Indemnities by the 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: (i) the failure of any Receivable included in the calculation of the Net Eligible Pool Balance to be an Eligible Receivable, the failure of any information contained in a Monthly Report or Daily Report to be true and correct, or the failure of any other information provided to the Purchaser or the Agent with respect to Receivables or this Agreement to be true and correct; (ii) the failure of any representation or warranty or statement made or deemed made by either Seller, the Servicer any Seller (if the applicable Originator or one of its Affiliates is the Servicer) or any of their respective officers its officers) under or in connection with this Agreement or any other Transaction Document, which shall to have been false or incorrect true and correct in any material respect all respects when made or deemed made or deliveredmade; (iiiii) the failure by either any Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to comply with any termapplicable law, provision rule or covenant contained in this Agreement or any agreement executed in connection with this Agreement, or with any Applicable Law, regulation with respect to any Collateral Pool Receivable or the nonconformity related Contract; or the failure of any Collateral with Pool Receivable or the related Contract to conform to any such Applicable Lawapplicable law, rule or regulation; (iiiiv) the failure to vest and maintain vested in the Administrative Agent, as agent for the Secured Parties, Purchaser a valid and enforceable first priority perfected ownership (or in the case of any UK Originator Receivable, good title) or security interest in all the Collateral, together with all Collections, Pool Assets free and clear of any Lien (other than Permitted Liens) whether existing at the time of the Advance or at any time thereafter; (iv) [Reserved]Adverse Claim; (v) the failure to filehave filed, or any delay in filing, financing statements, financing statement amendments, continuation statements or other similar instruments or documents under the UCC of UCC, the PPSA or any other applicable laws (including, without limitation, any applicable jurisdiction laws of Germany, England, Canada or other Applicable Laws the Cayman Islands) with respect to any CollateralReceivables in, or purporting to be in, the Receivables Pool and the Related Security and Collections in respect thereof, whether at the time of the Advance any Investment or Reinvestment or at any subsequent time; (vi) any dispute, claim, offset or defense (other than the discharge in bankruptcy of the Obligor) of the Obligor to the payment with respect of any Receivable in, or purporting to any Collateral be in, the Receivables Pool (including, without limitation, a defense based on such Receivable or the Collateral related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise goods or services related to such Collateral Receivable or the furnishing or failure to furnish such merchandise goods or servicesservices or relating to collection activities with respect to such Receivable; (vii) any failure of either any Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to perform its duties or obligations in accordance with the provisions of this Agreement hereof or any of the other Transaction Documents to which it is a party or any failure by any of the Originators, either Seller or any Affiliate thereof to perform its respective duties or obligations under any Collateralthe Contracts; (viii) the failure of any Lock-Box Bank to remit any amounts held in a Lock-Box Account pursuant to the instructions of the Servicer or the Administrative Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Lock-Box Agreement) whether by reason of the exercise of set-off rights or otherwise; (ix) any inability to obtain any judgment in, or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of either Seller or any of the Originators to qualify to do business or file any notice or business activity report or any similar report; (x) any action taken by either Seller or any of the Originators (in its capacity as the Servicer) in the enforcement or collection of any Collateral; (xi) any products liability claim or personal injury or property damage suit or other similar claim, investigation, litigation or related claim or action of whatever sort proceeding arising out of or in connection with the Related Property merchandise, insurance or services that which are the subject of any CollateralContract; (xii) any claim, suit or action of any kind arising out of or in connection with Environmental Laws (including, but not limited to, with respect to any REO Asset) including any vicarious liability; (xiii) the failure by either Seller to pay when due any Taxes for which such Seller is liable, including without limitation, sales, excise or personal property taxes payable in connection with the Collateral; (xiv) any repayment by the Administrative Agent, the Purchaser Agents or a Secured Party of any amount previously distributed in reduction of Advances Outstanding or payment of Interest or any other amount due hereunder, which amount the Administrative Agent, the Purchaser Agents or a Secured Party believes in good faith is required to be repaid; (xvix) the commingling of Collections on the Collateral of Pool Receivables at any time with other funds; (xvix) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of the Advance any Investment, Reinvestment or any Deferred Purchase Price (or the security payment thereof) or the ownership of the Purchased Assets (or any interest in the Collateraltherein or portion thereof); (xviixi) any failure by either Seller reduction in Capital as a result of the distribution of Collections pursuant to give reasonably equivalent value to Section 1.6, in the applicable Originator in consideration for the transfer by the applicable Originator to event that all or a portion of such Seller of any item of Collateral or any attempt by any Person to void distributions shall thereafter be rescinded or otherwise avoid must be returned for any such transfer under any statutory provision or common law or equitable action, including, without limitation, any provision of the Bankruptcy Codereason; (xviiixii) any Tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts or franchise tax), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the use reasonable fees and expenses of counsel in defending against the same, which are required to be paid by reason of any Investment, Reinvestment or Deferred Purchase Price or the ownership of the proceeds of the Advance in a manner other than as provided in this Purchased Assets (or any interest therein or portion thereof); (xiii) any Lock-Box Agreement, Account Pledge Agreement and the Sale Agreementsor Collection Account Agreement; or (xixxiv) (A) funding or maintaining Capital or Pool Receivables denominated in currencies other than U.S. Dollars and (B) without limiting the failure generality of either Sellerthe foregoing, any costs of, or arising in connection with, any Hedge Agreement. Without limiting or being limited by the foregoing, if any Indemnified Party incurs any loss or expense (including any loss or expense incurred by reason of the Originators liquidation or any reemployment of their respective agents deposits or representatives to remit to the Servicer or the Administrative Agent or the Purchaser Agents, Collections on the Collateral remitted to such Seller, such Originator, the Servicer or any such agent or representative. (b) Any amounts subject to the indemnification provisions of this Section 11.1 shall be paid by the Sellers to the Indemnified Party within five Business Days following such Person’s demand therefor. (c) If for any reason the indemnification provided above in this Section 11.1 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Sellers or the Servicer, as the case may be, shall contribute to the amount paid or payable other funds acquired by such Indemnified Party or the termination of all or any portion of any Hedge Agreement) (such loss or expense may be referred to as “Breakage Costs”) as a result of such loss(i) the full or partial repayment of any Portion of Capital on any day other than the scheduled last day of a Discount Accrual Period with respect thereto or on any day in an amount greater than the amount specified by the applicable Seller or Servicer, claim(ii) any reduction of the Aggregate Capital not being made in accordance with a notice pursuant to Section 1.6(f) or (iii) any Investment not being made (other than as a result of a default by the Purchaser) in accordance with a notice pursuant to Section 1.2(a), damage or liability in such proportion as is appropriate to reflect not only the relative benefits received then upon demand by such Indemnified Party on Party, the one hand Sellers, jointly and the Sellers or the Servicerseverally, as the case may be, on the other hand but also the relative fault of shall pay to such Indemnified Party as well as any other relevant equitable considerations. (d) the amount of such Breakage Costs. The obligations of the Sellers under this Section 11.1 3.1(a) shall survive the resignation or removal of the Administrative Agent, the Purchaser Agents, the Servicer, the Backup Servicer or the Collateral Custodian Agent and the execution, delivery, performance and termination of this Agreement, regardless of any investigation made by any Indemnified Party.

Indemnities by the Sellers. (a) Without limiting any other rights that any such Person which the Purchaser 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 its assigns and officerstransferees (each, directors, employees and agents thereof (collectively, the “an "Indemnified Parties”), forthwith on demand, Party") from and against any and all damages, claims, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ ' fees and disbursements (all of the foregoing being collectively referred to as the “"Indemnified Amounts”) "), awarded against or incurred by such any 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 purchase or contribution of any Transferred Receivables 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 Transferred Receivable originated by such Seller(s)Seller or any related Contract, an amount equal to the amount it has collected from others in respect including, without limitation, arising out 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 fromas a result of: (i) the characterization in any Seller Report or other statement made by or on behalf of such Seller of any Transferred Receivable as an Eligible Receivable which is not an Eligible Receivable as of the date of such Seller Report or statement; (ii) any representation or warranty or statement made or deemed made by either Seller, the Servicer such Seller (if the applicable Originator or one of its Affiliates is the Servicer) or any of their respective officers its officers) under or in connection with this Agreement or any other Transaction DocumentAgreement, which shall have been false or incorrect in any material respect as of the date when made or deemed made or delivered; (ii) the failure by either Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to comply with any term, provision or covenant contained in this Agreement or any agreement executed in connection with this Agreement, or with any Applicable Law, with respect to any Collateral or the nonconformity of any Collateral with any such Applicable Lawmade; (iii) the failure by such Seller to comply with any applicable law, rule or regulation with respect to any Transferred Receivable or the related Contract or the transfer of such Receivable hereunder (including, without limitation, the Bulk Sales Act (Newfoundland and Labrador)); or the failure of any Transferred Receivable or the related Contract to conform to any such applicable law, rule or regulation; or the failure by such Seller to pay, remit, or account for any taxes related to or included in a Receivable when due; (iv) the failure to vest and maintain vested in the Administrative AgentPurchaser absolute ownership of the Receivables that are, as agent for or that purport to be, the Secured Parties, subject of a first priority security interest Purchase or contribution under this Agreement and the Related Security and Collections in the Collateral, together with all Collectionsrespect thereof, free and clear of any Lien Adverse Claim (other than Permitted Liens) whether existing at created pursuant to the time of the Advance or at any time thereafter; (iv) [Reserved]Transaction Documents); (v) the failure of such Seller to filehave filed or sent, or any delay in filingfiling or sending, financing statements, continuation statements notices or other similar instruments or documents under the UCC or the PPSA of any applicable jurisdiction or other Applicable Laws applicable laws with respect to any CollateralReceivables that are, or that purport to be, the subject of a Purchase or contribution under this Agreement and the Related Security and Collections in respect thereof, whether at the time of the Advance any Purchase or contribution or at any subsequent timetime or the failure to take any other steps required to perfect any such Purchase or contribution; or the failure to have properly notified any Obligor of the transfer, sale or assignment of any Receivable pursuant to this Agreement, to the extent such notice is required to perfect the same under Quebec law for purposes of this clause (v), "perfect" under Quebec law means to render opposable, publish and allow the setting up of the purchaser's interest in, and right to collect payment under, the assets which are the subject of such transfer, sale and assignment, and to make opposable, publish and allow the setting up of such transfer, sale and assignment as against Obligors and other third parties, including any trustee in bankruptcy; (vi) any dispute, claim, offset or defense (other than the discharge in bankruptcy of the Obligor) of the Obligor to the payment with respect of any Receivable that is, or that purports to any Collateral be, the subject of a Purchase or contribution under this Agreement (including, without limitation, a defense based on such Receivable or the Collateral related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or services related to such Collateral Receivable or the furnishing or failure to furnish such merchandise or servicesservices or relating to collection activities with respect to such Receivable (if such collection activities were performed by the U.S. Seller acting as Servicer); (vii) any failure of either Seller such Seller, as Servicer or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) otherwise, to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations under any Contract related to a Transferred Receivable, including, without limitation, any failure of this Agreement such Seller to file (or cause the Servicer to file) claims under the Insurance Policy in a timely fashion and with properly completed supporting documentation, any of action or omission by such Seller which gives rise to an exclusion from coverage under the other Transaction Documents Insurance Policy, any failure by such Seller to which it is a party cause the Servicer to service the Receivables in the manner required by the Insurer or any failure by such Seller to deliver (or cause the Servicer to deliver) to the Insurer any of document or report required by the Originators, either Seller or any Affiliate thereof Insurer to perform its respective duties under any Collateralbe delivered in a timely manner; (viii) the failure of any Lock-Box Bank to remit any amounts held in a Lock-Box Account pursuant to the instructions of the Servicer or the Administrative Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Lock-Box Agreement) whether by reason of the exercise of set-off rights or otherwise; (ix) any inability to obtain any judgment in, or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of either Seller or any of the Originators to qualify to do business or file any notice or business activity report or any similar report; (x) any action taken by either Seller or any of the Originators (in its capacity as the Servicer) in the enforcement or collection of any Collateral; (xi) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with the Related Property merchandise, insurance or services that which are the subject of any CollateralContract relating to a Transferred Receivable originated by such Seller; (xii) any claim, suit or action of any kind arising out of or in connection with Environmental Laws (including, but not limited to, with respect to any REO Asset) including any vicarious liability; (xiii) the failure by either Seller to pay when due any Taxes for which such Seller is liable, including without limitation, sales, excise or personal property taxes payable in connection with the Collateral; (xiv) any repayment by the Administrative Agent, the Purchaser Agents or a Secured Party of any amount previously distributed in reduction of Advances Outstanding or payment of Interest or any other amount due hereunder, which amount the Administrative Agent, the Purchaser Agents or a Secured Party believes in good faith is required to be repaid; (xvix) the commingling of Collections on the Collateral of Transferred Receivables by such Seller or a designee of such Seller, as Servicer or otherwise, at any time with other fundsfunds of such Seller or an Affiliate of such Seller; (xvix) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of the Advance Purchases or the security interest ownership of Receivables, the Related Security, or Collections with respect thereto or in the Collateral; (xvii) any failure by either Seller to give reasonably equivalent value to the applicable Originator in consideration for the transfer by the applicable Originator to such Seller respect of any item of Collateral Receivable, Related Security or any attempt by any Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable action, Contract (including, without limitation, in connection with the preparation of a defense or appearing as a third party witness in connection therewith and regardless of whether such investigation, litigation or proceeding is brought by either Seller, an Indemnified Party or any provision of the Bankruptcy Codeother Person or an Indemnified Party is otherwise a party thereto); (xviiixi) the use any failure of the proceeds of the Advance in a manner other than as provided such Seller to comply with its covenants contained in this Agreement and (including in its capacity as Servicer or Subservicer); (xii) any claim brought by any Person other than an Indemnified Party arising from any activity by a Seller or any Affiliate of such Seller in servicing, administering or collecting any Transferred Receivable; (xiii) any claim arising out of any failure by such Seller to obtain a consent (if required) from the Sale Agreementsrelevant Obligor to the transfer, sale or assignment of any Receivable pursuant to this Agreement; or (xixxiv) after the failure of either Sellerdate hereof, any of Indemnified Party shall be subject to Canadian taxes on income or capital in connection with the Originators or any of their respective agents or representatives to remit to the Servicer Receivables or the Administrative Agent or the Purchaser Agents, Collections on the Collateral remitted to such Seller, such Originator, the Servicer or any such agent or representative. (b) Any amounts subject to the indemnification provisions of transactions contemplated by this Section 11.1 shall be paid by the Sellers to the Indemnified Party within five Business Days following such Person’s demand therefor. (c) If for any reason the indemnification provided above in this Section 11.1 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Sellers or the Servicer, as the case may be, shall contribute to the amount paid or payable by Agreement and resulting from such Indemnified Party having a permanent establishment in Canada solely as a result of such loss, claim, damage or liability in such proportion the transactions contemplated hereby (but only directly and exclusively as is appropriate to reflect not only the relative benefits received a result of any breach by such Seller or the Servicer (or any delegatee thereof including ACI as Subservicer) of its obligations hereunder). It is expressly agreed and understood by the parties hereto (i) that the foregoing indemnification is not intended to, and shall not, constitute a guarantee of the collectibility or payment of the Transferred Receivables and (ii) that nothing in this Section 8.01 shall require either Seller to indemnify any Person (A) for Receivables which are not collected, not paid or uncollectible on account of the insolvency, bankruptcy, or financial inability to pay of the applicable Obligor, (B) for damages, losses, claims or liabilities or related costs or expenses to the extent found in a final non-appealable judgment of a court of competent jurisdiction to have resulted from such Person's gross negligence or willful misconduct, or (C) for any income taxes or franchise taxes incurred by such Person arising out of or as a result of this Agreement or in respect of any Transferred Receivable or any Contract, other than (x) Taxes (to the extent provided in Section 2.07) and (y) Canadian taxes strictly on income or capital in connection with the Receivables or the transactions contemplated by this Agreement and resulting from any Indemnified Party on having a permanent establishment in Canada solely as a result of the one hand transactions contemplated hereby (but only directly and the Sellers exclusively as a result of any breach by such Seller or the Servicer, as the case may be, on the other hand but also the relative fault Servicer (or any delegatee thereof) of such Indemnified Party as well as any other relevant equitable considerationsits obligations hereunder). (d) The obligations of the Sellers under this Section 11.1 shall survive the resignation or removal of the Administrative Agent, the Purchaser Agents, the Servicer, the Backup Servicer or the Collateral Custodian and the termination of this Agreement.

Indemnities by the 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 jointly and severally, 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 this Agreement or having the following: (a) the transfer by any Seller of an interest in any Receivable or Related Right to any Person other than 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 Company; (b) Indemnified Amounts that have the effect breach 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: (i) any representation or warranty made or deemed made by either Seller, the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) or any of their respective officers Seller under or in connection with this Agreement or any other Transaction Document, or any information or report delivered by any Seller pursuant hereto or thereto which shall have been false or incorrect in any material respect when made or deemed made or deliveredmade; (iic) the failure by either any Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to comply with any termapplicable law, provision rule or covenant contained in this Agreement or any agreement executed in connection with this Agreement, or with any Applicable Law, regulation with respect to any Collateral Receivable or the related Contract, or the nonconformity of any Collateral Receivable or the related Contract with any such Applicable Lawapplicable law, rule or regulation; (iiid) the failure to vest and maintain vested in the Administrative Agent, as agent for the Secured Parties, a first priority security Company an ownership interest in the Collateral, together with all Collections, Receivables and the Related Rights free and clear of any Lien (Lien, other than Permitted Liens) a Lien arising solely as a result of an act of the Company, the Purchaser or the Administrative Agent, whether existing at the time of the Advance purchase of such Receivables or at any time thereafter; (iv) [Reserved]; (ve) the failure of any Seller to filefile with respect to itself, or any delay in filing, financing statements, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws applicable laws with respect to any CollateralReceivables or purported Receivables generated by such Seller, whether at the time of the Advance any purchase or at any subsequent time; (vif) any dispute, claim, offset or defense (other than the discharge in bankruptcy of the Obligorbankruptcy) of the Obligor to the payment with respect to of any Collateral Receivable or purported Receivable generated by any Seller (including, without limitation, a defense based on such Receivables or the Collateral related Contracts not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the services or merchandise or services related to any such Collateral Receivable or the furnishing of or failure to furnish such merchandise services or servicesmerchandise; (viig) any failure of either Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to perform its duties or obligations in accordance with the provisions of this Agreement or any of the other Transaction Documents to which it is a party or any failure by any of the Originators, either Seller or any Affiliate thereof to perform its respective duties under any Collateral; (viii) the failure of any Lock-Box Bank to remit any amounts held in a Lock-Box Account pursuant to the instructions of the Servicer or the Administrative Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Lock-Box Agreement) whether by reason of the exercise of set-off rights or otherwise; (ix) any inability to obtain any judgment in, or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of either Seller or any of the Originators to qualify to do business or file any notice or business activity report or any similar report; (x) any action taken by either Seller or any of the Originators (in its capacity as the Servicer) in the enforcement or collection of any Collateral; (xi) any products product liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with the Related Property services or services merchandise that are the subject of any Collateral;Receivable generated by any Seller; and (xiih) any claim, suit tax or action of any kind arising out of governmental fee or in connection with Environmental Laws charge (including, but not limited toincluding taxes upon or measured by net income or representing a franchise or unincorporated business tax on such Sale Indemnified Party), all interest and penalties thereon or with respect thereto, and all out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Receivables generated by any Seller or any Related Right connected with any such Receivables; excluding, however, (i) Sale Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Sale Indemnified Party, and (ii) any indemnification which has the effect of recourse to any REO Asset) including any vicarious liability; (xiii) the failure by either Seller to pay when due any Taxes for which such Seller is liable, including without limitation, sales, excise or personal property taxes payable in connection with the Collateral; (xiv) any repayment by the Administrative Agent, the Purchaser Agents or a Secured Party of any amount previously distributed in reduction of Advances Outstanding or non-payment of Interest or any other amount the Receivables due hereunder, which amount the Administrative Agent, the Purchaser Agents or a Secured Party believes in good faith is required to be repaid; (xv) the commingling of Collections on the Collateral at any time with other funds; (xvi) any investigation, litigation or proceeding related to this Agreement or the use of proceeds credit problems of the Advance or the security interest in the Collateral; (xvii) any failure by either Seller to give reasonably equivalent value to the applicable Originator in consideration for the transfer by the applicable Originator to such Seller of any item of Collateral or any attempt by any Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; (xviii) the use of the proceeds of the Advance in a manner other than as provided in this Agreement and the Sale Agreements; or (xix) the failure of either Seller, any of the Originators or any of their respective agents or representatives to remit to the Servicer or the Administrative Agent or the Purchaser Agents, Collections on the Collateral remitted to such Seller, such Originator, the Servicer or any such agent or representative. (b) Any amounts subject to the indemnification provisions of this Section 11.1 shall be paid by the Sellers to the Indemnified Party within five Business Days following such Person’s demand therefor. (c) Obligors. If for any reason the indemnification provided above in this Section 11.1 8.1 is unavailable to the a Sale Indemnified Party or is insufficient to hold an such Sale Indemnified Party harmless, whether as a result of such provision being unenforceable or otherwise unavailable and provided that the damage, loss, claim or liability for which indemnity is or has been sought is of the type and character otherwise described above in this Section 8.1 (and subject to the exception set forth therein) then the Sellers or the Servicer, as the case may be, shall contribute to the amount paid or payable by such Sale Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Sellers or the Servicer, as the case may be, on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerationsmaximum extent permitted under applicable law. (d) The obligations of the Sellers under this Section 11.1 shall survive the resignation or removal of the Administrative Agent, the Purchaser Agents, the Servicer, the Backup Servicer or the Collateral Custodian and the termination of this Agreement.

Indemnities by the 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: (iA) the creation of any Lien on, or transfer by such Seller of any interest in, its Private Receivables, Participation Interests and respective Related Assets other than (1) the sales and contributions of Private Receivables, Participation Interests and respective Related Assets pursuant hereto, and (2) the Lien granted by the Buyer pursuant to the Credit and Security Agreement; (B) any representation or warranty made or deemed made by either Seller, the Servicer such Seller (if the applicable Originator or one of its Affiliates is the Servicer) or any of their respective officers its officers) under or in connection with this Agreement any Transaction Document or any other Transaction DocumentPurchase Report delivered by such Seller pursuant hereto, which shall have been false false, incorrect or incorrect misleading in any material respect when made or deemed made or delivered, as the case may be; (iiC) the failure by either such Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to comply with any termapplicable law, provision rule or covenant contained in this Agreement or any agreement executed in connection with this Agreement, or with any Applicable Law, regulation with respect to any Collateral of its Receivables or the related Contracts or Invoices, including, without limitation, any state or local assignment of claims act or similar legislation prohibiting or imposing notice and acknowledgement requirements or other limitations or conditions on the assignment of a Specified Government Receivable, or the nonconformity of any Collateral of such Seller’s Receivables or the related Contracts or Invoices with any such Applicable Lawapplicable law, rule or regulation; (iiiD) the failure to vest and maintain vested in the Administrative Agent, as agent for the Secured PartiesBuyer, a first priority security valid and perfected ownership interest in the CollateralPrivate Receivables, together with all CollectionsParticipation Interest and related Related Assets sold or contributed by such Seller hereunder, free and clear of any Lien (other Lien, other than Permitted Liens) whether existing at the time a Lien arising solely as a result of the Advance Buyer, now or at any time thereafter; (iv) [Reserved]; (vE) the failure to file, or any delay in filing, financing statements, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws applicable laws with respect to any CollateralPrivate Receivables, whether at the time of the Advance Participation Interests or at any subsequent timeRelated Assets sold or contributed by such Seller hereunder; (viF) any dispute, claim, offset or defense (other than the discharge in bankruptcy of the Obligorbankruptcy) of the Obligor to the payment with respect to of any Collateral Receivable originated by such Seller (including, without limitation, a defense based on such Receivable or the Collateral related Contract or Invoice not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or services related to such Collateral Receivable or the furnishing or failure to furnish such merchandise or services; (viiG) any matter described in Section 1.4; (H) any failure of either such Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to perform its duties or obligations in accordance with the provisions of this Agreement or any of the other Transaction Documents to which it is a party or any failure by any of the Originators, either Seller or any Affiliate thereof to perform its respective duties under any Collateralparty; (viiiI) the failure any claim relating to a breach by such Seller of any Lock-Box Bank to remit any amounts held in a Lock-Box Account pursuant to the instructions of the Servicer related Contract or the Administrative Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Lock-Box Agreement) whether by reason of the exercise of set-off rights or otherwise; (ix) any inability to obtain any judgment in, or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of either Seller or any of the Originators to qualify to do business or file any notice or business activity report or any similar report; (x) any action taken by either Seller or any of the Originators (in its capacity as the Servicer) in the enforcement or collection of any Collateral; (xi) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with the Related Property or services that are the subject of any Collateral; (xii) any claim, suit or action of any kind arising out of or in connection with Environmental Laws (including, but not limited to, Invoice with respect to any REO Asset) including any vicarious liabilityReceivable; (xiiiJ) the failure by either Seller to pay when due any Taxes for which such Seller is liable, including without limitation, sales, excise sales or personal property taxes use tax payable in connection with the Collateraltransactions giving rise to any Receivable originated by such Seller, and any documentary stamp taxes or recording taxes associated with the perfection of the Buyer’s ownership in the Private Receivables, Participation Interests and respective Related Assets; (xiv) any repayment by the Administrative Agent, the Purchaser Agents or a Secured Party of any amount previously distributed in reduction of Advances Outstanding or payment of Interest or any other amount due hereunder, which amount the Administrative Agent, the Purchaser Agents or a Secured Party believes in good faith is required to be repaid; (xvK) the commingling by such Seller of Collections on the Collateral of Receivables at any time with other funds; (xviL) any investigation, litigation or proceeding related to or arising from this Agreement or the use of proceeds of the Advance or the security interest in the Collateral; (xvii) any failure by either Seller other Transaction Document to give reasonably equivalent value to the applicable Originator in consideration for the transfer by the applicable Originator to which such Seller of any item of Collateral is a party, the transactions contemplated hereby or any attempt by any Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable actionthereby, including, without limitation, any provision of the Bankruptcy Code; (xviii) the use of the proceeds of any sale, the Advance Buyer’s ownership interest in the Receivables and Related Assets originated by such Seller or any other investigation, litigation or proceeding relating to such Seller or the Receivables and Related Assets originated by it in which any Seller Indemnified Party becomes involved as a manner other than as provided in this Agreement and the Sale Agreements; or (xix) the failure result of either Seller, any of the Originators transactions contemplated hereby or thereby; (M) any products or professional liability, personal injury or damage suit, or other similar claim arising out of or in connection with merchandise, insurance or services that are the subject of any Contract or Invoice or any of their respective agents or representatives to remit to the Servicer or the Administrative Agent or the Purchaser Agents, Collections on the Collateral remitted to Receivable originated by such Seller, such Originator, the Servicer or any such agent or representative.; (bN) Any amounts subject any inability to the indemnification provisions litigate any claim against any Obligor in respect of this Section 11.1 shall be paid by the Sellers to the Indemnified Party within five Business Days following such Person’s demand therefor. (c) If for any reason the indemnification provided above in this Section 11.1 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Sellers or the Servicer, as the case may be, shall contribute to the amount paid or payable Receivable originated by such Indemnified Party Seller as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party Obligor being immune from civil and commercial law and suit on the one hand grounds of sovereignty or otherwise from any legal action, suit or proceeding; or (O) the occurrence of any Event of Bankruptcy with respect to such Seller; or (P) failure of any Specified Government Receivables to be recorded in the applicable Seller’s billing and accounting systems solely as a Client-Billed Receivable. In addition to Quest Diagnostics’ obligations under the foregoing indemnity with respect to itself as a Seller and the Sellers or the ServicerReceivables originated by it, as the case may be, on the Quest Diagnostics hereby agrees to be jointly and severally liable with each other hand but also the relative fault of Seller for such Indemnified Party as well as any other relevant equitable considerationsSeller’s indemnity obligations set forth above. (d) The obligations of the Sellers under this Section 11.1 shall survive the resignation or removal of the Administrative Agent, the Purchaser Agents, the Servicer, the Backup Servicer or the Collateral Custodian and the termination of this Agreement.

Indemnities by the Sellers. (a) Without limiting any other rights that any such Person RPA Indemnified Party (as defined below) may have hereunder or under Applicable Lawapplicable law, the Sellers hereby jointly and severally agree each Seller agrees to indemnify the Administrative AgentBuyer, the Purchaser Agents, the Backup Servicer, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective assigns its successors, permitted transferees and assigns, and all officers, directors, shareholders, controlling Persons, employees and agents thereof of any of the foregoing (collectively, each of the “foregoing Persons being individually called a "RPA Indemnified Parties”Party"), forthwith on demand, from and against any and all damages, losses, claimsclaims (whether on account of settlements or otherwise), judgments, liabilities and related reasonable costs and expenses, expenses (including reasonable attorneys’ ' fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”disbursements) 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 any of the Collateral or in respect following (all of any Loan included in the Collateral, excluding, however, foregoing being collectively called "RPA Indemnified Losses"): (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: (i) any representation or warranty made or deemed made in writing by either Seller, the Servicer such Seller (if the applicable Originator or one of its Affiliates is the Servicer) or any of their respective officers its Authorized Officers) under any of the Transaction Documents, any Monthly Report, any Daily Report or any other information or report delivered by or on behalf of such Seller or the Servicer with respect to such Seller or the Receivables or Related Assets originated by such Seller (including without limitation any representation, warranty, information or report relied upon by Buyer in connection with this Agreement the offering or sale of any other Transaction DocumentCertificate or Purchased Interest), which shall have been false that contained any untrue statement of a material fact or incorrect in any omitted to state material respect facts necessary to make the statements not misleading when made or deemed made or delivered;made, (iib) the failure by either such Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to comply with any termapplicable law, provision rule or covenant contained in this Agreement or any agreement executed in connection with this Agreement, or with any Applicable Law, regulation with respect to any Collateral Receivable or any Related Asset or to comply with any Contract related thereto, or the nonconformity of any Collateral Receivable, the related Contract or any Related Assets with any such Applicable Law;applicable law, rule or regulation, (iiic) the failure to vest and maintain vested in the Administrative Agent, as agent for the Secured Parties, Buyer a first priority security perfected ownership interest in the CollateralReceivables originated by such Seller, together with all Collectionsthe Related Assets, the related Collections and the proceeds of each of the foregoing, free and clear of any Lien Adverse Claim (other than Permitted Liens) an Adverse Claim created in favor of Buyer pursuant to this Agreement or in favor of the Trustee pursuant to the Pooling Agreement), whether existing at the time of the Advance sale of such Receivable or at any time thereafter;thereafter and without regard to whether such Adverse Claim was a Permitted Adverse Claim or a Special New Jersey EPA Claim, (ivd) [Reserved];any failure of such Seller to perform its duties or obligations in accordance with the provisions of the Transaction Documents, (ve) any products liability claim, personal injury or property damage suit, environmental liability claim or any other claim or action by a party other than Buyer of whatever sort, whether sounding in tort, contract or any other legal theory, arising out of or in connection with the goods or services that are the subject of any Specified Assets with respect thereto or Collections thereof, (f) the failure to file, or any delay in filing, financing statements, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws applicable laws with respect to any CollateralSpecified Assets or Collections, whether at the time of the Advance any sale or at any subsequent time;, (vig) any dispute, claim, offset or defense (other than the discharge in bankruptcy of the Obligorbankruptcy) of the an Obligor to the payment with respect to of any Collateral (includingReceivable originated by such Seller or Related Asset, without limitationor purported Receivable or Related Asset, including a defense based on such Receivable's or the Collateral related Contract's not being a legal, valid and binding obligation of such the Obligor enforceable against it in accordance with its terms, and (h) any tax or governmental fee or charge (other than franchise taxes and taxes on or measured by the net income of Buyer or any of its assignees), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, that may arise by reason of the purchase or ownership of the Receivables originated by such Seller or any Related Asset connected with any such Receivables. Notwithstanding the foregoing (and with respect to clause (ii) below, without prejudice to the rights that Buyer may have pursuant to the other claim resulting from the sale of the merchandise or services related to such Collateral or the furnishing or failure to furnish such merchandise or services; (vii) any failure of either Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to perform its duties or obligations in accordance with the provisions of this Agreement or the provisions of any of the other Transaction Documents to which it is a party Documents), in no event shall any RPA Indemnified Party be indemnified for any RPA Indemnified Losses (i) resulting from gross negligence or any failure by any willful misconduct on the part of the OriginatorsRPA Indemnified Party, either (ii) to the extent the same includes losses in respect of Receivables and reimbursement therefor that would constitute credit recourse to such Seller or any Affiliate thereof to perform its respective duties under any Collateral; (viii) for the failure amount of any Lock-Box Bank to remit any amounts held in a Lock-Box Account pursuant to Receivable or Related Asset not paid by the instructions related Obligor, (iii) resulting from the action or omission of the Servicer or (unless the Administrative Agent Servicer is a Big Flower Person), (iv) to the extent such Person is entitled the same are or result from lost profits, (v) to give such instructions in accordance with the terms hereof and of any applicable Lock-Box Agreement) whether extent the same are or result from taxes on or measured by reason the net income of the exercise of set-off rights or otherwise; RPA Indemnified Party and (ixvi) any inability to obtain any judgment in, or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of either Seller or any of the Originators to qualify to do business or file any notice or business activity report or any similar report; (x) any action taken by either Seller or any of the Originators (in its capacity as the Servicer) in the enforcement or collection of any Collateral; (xi) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with the Related Property or services that are the subject of any Collateral; (xii) any claim, suit or action of any kind arising out of or in connection with Environmental Laws (including, but not limited to, with respect to any REO Asset) including any vicarious liability; (xiii) the failure by either Seller to pay when due any Taxes for which such Seller is liable, including without limitation, sales, excise or personal property taxes payable in connection with the Collateral; (xiv) any repayment by the Administrative Agent, the Purchaser Agents or a Secured Party of any amount previously distributed in reduction of Advances Outstanding or payment of Interest or any other amount due hereunder, which amount the Administrative Agent, the Purchaser Agents or a Secured Party believes in good faith is required to be repaid; (xv) the commingling of Collections on the Collateral at any time with other funds; (xvi) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of the Advance or the security interest in the Collateral; (xvii) any failure by either Seller to give reasonably equivalent value to the applicable Originator in consideration for extent the transfer by the applicable Originator to such Seller of any item of Collateral same constitute consequential, special or any attempt by any Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; (xviii) the use of the proceeds of the Advance in a manner other than as provided in this Agreement and the Sale Agreements; or (xix) the failure of either Seller, any of the Originators or any of their respective agents or representatives to remit to the Servicer or the Administrative Agent or the Purchaser Agents, Collections on the Collateral remitted to such Seller, such Originator, the Servicer or any such agent or representative. (b) Any amounts subject to the indemnification provisions of this Section 11.1 shall be paid by the Sellers to the Indemnified Party within five Business Days following such Person’s demand therefor. (c) punitive damages. If for any reason the indemnification provided above in this Section 11.1 section is unavailable to the a RPA Indemnified Party or is insufficient to hold an a RPA Indemnified Party harmless, then the Sellers or the Servicer, as the case may be, such Seller shall contribute to the maximum amount payable or paid or payable by such to the RPA Indemnified Party as a result of such the loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such the RPA Indemnified Party on the one hand and the Sellers or the Servicer, as the case may be, such Seller on the other hand hand, but also the relative fault of such the RPA Indemnified Party as well as (if any) and such Seller and any other relevant equitable considerations. (d) The obligations of the Sellers under this Section 11.1 shall survive the resignation or removal of the Administrative Agent, the Purchaser Agents, the Servicer, the Backup Servicer or the Collateral Custodian and the termination of this Agreement.

Indemnities by the 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: (iA) the creation of any Lien on, or transfer by such Seller of any interest in, its Receivables and Related Assets other than (1) the sales and contributions of Receivables and Related Assets pursuant hereto, and (2) the Lien granted by the Buyer pursuant to the Credit and Security Agreement; (B) any representation or warranty made or deemed made by either Seller, the Servicer such Seller (if the applicable Originator or one of its Affiliates is the Servicer) or any of their respective officers its officers) under or in connection with this Agreement any Transaction Document or any other Transaction DocumentPurchase Report delivered by such Seller pursuant hereto, which shall have been false false, incorrect or incorrect misleading in any material respect when made or deemed made or delivered, as the case may be; (iiC) the failure by either such Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to comply with any termapplicable law, provision rule or covenant contained in this Agreement or any agreement executed in connection with this Agreement, or with any Applicable Law, regulation with respect to any Collateral of its Receivables or the related Contracts or Invoices, including, without limitation, any state or local assignment of claims act or similar legislation prohibiting or imposing notice and acknowledgement requirements or other limitations or conditions on the assignment of a Specified Government Receivable, or the nonconformity of any Collateral of such Seller's Receivables or the related Contracts or Invoices with any such Applicable Lawapplicable law, rule or regulation; (iiiD) the failure to vest and maintain vested in the Administrative Agent, as agent for the Secured PartiesBuyer, a first priority security valid and perfected ownership interest in the Collateral, together with all CollectionsReceivables and Related Assets sold or contributed by such Seller hereunder, free and clear of any Lien (other Lien, other than Permitted Liens) whether existing at the time a Lien arising solely as a result of the Advance Buyer, now or at any time thereafter; (iv) [Reserved]; (vE) the failure to file, or any delay in filing, financing statements, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws applicable laws with respect to any Collateral, whether at the time of the Advance Receivables or at any subsequent timeRelated Assets originated by such Seller and sold or contributed by such Seller hereunder; (viF) any dispute, claim, offset or defense (other than the discharge in bankruptcy of the Obligorbankruptcy) of the Obligor to the payment with respect to of any Collateral Receivable originated by such Seller (including, without limitation, a defense based on such Receivable or the Collateral related Contract or Invoice not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or services related to such Collateral Receivable or the furnishing or failure to furnish such merchandise or services; (viiG) any matter described in Section 1.4; (H) any failure of either such Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to perform its duties or obligations in accordance with the provisions of this Agreement or any of the other Transaction Documents to which it is a party or any failure by any of the Originators, either Seller or any Affiliate thereof to perform its respective duties under any Collateralparty; (viiiI) the failure any claim relating to a breach by such Seller of any Lock-Box Bank to remit any amounts held in a Lock-Box Account pursuant to the instructions of the Servicer related Contract or the Administrative Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Lock-Box Agreement) whether by reason of the exercise of set-off rights or otherwise; (ix) any inability to obtain any judgment in, or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of either Seller or any of the Originators to qualify to do business or file any notice or business activity report or any similar report; (x) any action taken by either Seller or any of the Originators (in its capacity as the Servicer) in the enforcement or collection of any Collateral; (xi) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with the Related Property or services that are the subject of any Collateral; (xii) any claim, suit or action of any kind arising out of or in connection with Environmental Laws (including, but not limited to, Invoice with respect to any REO Asset) including any vicarious liabilityReceivable; (xiiiJ) the failure by either Seller to pay when due any Taxes for which such Seller is liable, including without limitation, sales, excise sales or personal property taxes use tax payable in connection with the Collateraltransactions giving rise to any Receivable originated by such Seller, and any documentary stamp taxes or recording taxes associated with the perfection of the Buyer's ownership in the Receivables and Related Assets; (xiv) any repayment by the Administrative Agent, the Purchaser Agents or a Secured Party of any amount previously distributed in reduction of Advances Outstanding or payment of Interest or any other amount due hereunder, which amount the Administrative Agent, the Purchaser Agents or a Secured Party believes in good faith is required to be repaid; (xvK) the commingling by such Seller of Collections on the Collateral of Receivables at any time with other funds; (xviL) any investigation, litigation or proceeding related to or arising from this Agreement or the use of proceeds of the Advance or the security interest in the Collateral; (xvii) any failure by either Seller other Transaction Document to give reasonably equivalent value to the applicable Originator in consideration for the transfer by the applicable Originator to which such Seller of any item of Collateral is a party, the transactions contemplated hereby or any attempt by any Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable actionthereby, including, without limitation, any provision of the Bankruptcy Code; (xviii) the use of the proceeds of any sale, the Advance Buyer's ownership interest in the Receivables and Related Assets originated by such Seller or any other investigation, litigation or proceeding relating to such Seller or the Receivables and Related Assets originated by it in which any Seller Indemnified Party becomes involved as a manner other than as provided in this Agreement and the Sale Agreements; or (xix) the failure result of either Seller, any of the Originators transactions contemplated hereby or thereby; (M) any products or professional liability, personal injury or damage suit, or other similar claim arising out of or in connection with merchandise, insurance or services that are the subject of any Contract or Invoice or any of their respective agents or representatives to remit to the Servicer or the Administrative Agent or the Purchaser Agents, Collections on the Collateral remitted to Receivable originated by such Seller, such Originator, the Servicer or any such agent or representative.; (bN) Any amounts subject any inability to the indemnification provisions litigate any claim against any Obligor in respect of this Section 11.1 shall be paid by the Sellers to the Indemnified Party within five Business Days following such Person’s demand therefor. (c) If for any reason the indemnification provided above in this Section 11.1 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Sellers or the Servicer, as the case may be, shall contribute to the amount paid or payable Receivable originated by such Indemnified Party Seller as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party Obligor being immune from civil and commercial law and suit on the one hand grounds of sovereignty or otherwise from any legal action, suit or proceeding; or (O) the occurrence of any Event of Bankruptcy with respect to such Seller. In addition to Quest Diagnostics' obligations under the foregoing indemnity with respect to itself as a Seller and the Sellers or the ServicerReceivables originated by it, as the case may be, on the Quest Diagnostics hereby agrees to be jointly and severally liable with each other hand but also the relative fault of Seller for such Indemnified Party as well as any other relevant equitable considerationsSeller's indemnity obligations set forth above. (d) The obligations of the Sellers under this Section 11.1 shall survive the resignation or removal of the Administrative Agent, the Purchaser Agents, the Servicer, the Backup Servicer or the Collateral Custodian and the termination of this Agreement.

Indemnities by the 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: (ia) the transfer by any Seller of any interest in any Receivable or Receivables Property or proceeds thereof to any Person other than the Company; (b) reliance on any representation or warranty or statement made or deemed made by either Seller, the Servicer any Seller (if the applicable Originator or one of its Affiliates is the Servicer) or any of their respective officers its officers) under or in connection with this Agreement or in any other Transaction Documentcertificate or report delivered pursuant hereto that, which in either case, shall have been false or incorrect in any material respect when made or deemed made or deliveredmade; (iic) the failure by either any Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to comply with any termapplicable law, provision rule or covenant contained in this Agreement or regulation of any agreement executed in connection with this Agreement, or with any Applicable Law, governmental authority with respect to any Collateral Receivable or Receivables Property, or the nonconformity of any Collateral Receivable or Receivables Property with any such Applicable Lawapplicable law, rule or regulation; (iiid) the failure to vest and maintain vested in the Administrative Agent, as agent for the Secured Parties, a first priority security Company an ownership interest in the Collateral, together with all Collectionsany Receivable or Receivables Property, free and clear of any Lien (Lien, other than Permitted Liens) a Lien arising under the Transaction Documents, whether existing at the time of the Advance purchase of such Receivable or Receivables Property or at any time thereafter; (iv) [Reserved]; (ve) the failure to file, or any delay in filing, financing statements, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws applicable laws with respect to any Collateral, whether at the time Receivables or Receivables Property of the Advance or at any subsequent timeSeller; (vif) any dispute, claim, offset or defense (other than the discharge in bankruptcy of the Obligora Seller) of the Obligor to the payment with respect to of any Collateral Receivable of any Seller (including, without limitation, a defense based on such Receivable or the Collateral related Contract not being a legal, valid and binding obligation of such Obligor fully enforceable against it the Obligor in accordance with its terms), or any other claim resulting from the sale of the merchandise or services related to any such Collateral Receivable or the furnishing or failure to furnish such merchandise or services; (viig) any failure of either any Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to perform its duties or obligations in accordance with the provisions of under this Agreement or any of the other Transaction Documents to which it is a party or any failure by any of the Originators, either Seller or any Affiliate thereof to perform its respective duties under any CollateralDocuments; (viii) the failure of any Lock-Box Bank to remit any amounts held in a Lock-Box Account pursuant to the instructions of the Servicer or the Administrative Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Lock-Box Agreement) whether by reason of the exercise of set-off rights or otherwise; (ix) any inability to obtain any judgment in, or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of either Seller or any of the Originators to qualify to do business or file any notice or business activity report or any similar report; (x) any action taken by either Seller or any of the Originators (in its capacity as the Servicer) in the enforcement or collection of any Collateral; (xih) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with the Related Property merchandise, insurance or services that are the subject of any CollateralReceivable or Receivables Property; (xii) any claim, suit or action of any kind arising out of or in connection with Environmental Laws (including, but not limited to, with respect to any REO Asset) including any vicarious liability; (xiii) the failure by either Seller to pay when due any Taxes for which such Seller is liable, including without limitation, sales, excise or personal property taxes payable in connection with the Collateral; (xiv) any repayment by the Administrative Agent, the Purchaser Agents or a Secured Party of any amount previously distributed in reduction of Advances Outstanding or payment of Interest or any other amount due hereunder, which amount the Administrative Agent, the Purchaser Agents or a Secured Party believes in good faith is required to be repaid; (xvi) the commingling of Collections on the Collateral of Receivables at any time with other fundsfunds of any Seller; (xvij) any claim involving environmental liability that relates to any property that has been, is now or hereafter will be owned, leased, operated or otherwise used by any Seller; (k) any tax or governmental fee or charge (but not including franchise taxes and taxes upon or measured by net income of the Company), all interest and penalties thereon or with respect thereto, and all out-of- pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of any Receivable or Receivables Property, or any interest therein or in any goods which secure any such Receivables, any Receivables Property or any other rights or assets transferred hereunder; or (l) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of the Advance or the security interest in the Collateral; (xvii) any failure by either Seller to give reasonably equivalent value to the applicable Originator in consideration for the transfer by the applicable Originator to such Seller respect of any item Receivable or Receivables Property of Collateral or any attempt by any Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; (xviii) the use of the proceeds of the Advance in a manner other than as provided in this Agreement and the Sale Agreements; or (xix) the failure of either Seller, any of the Originators or any of their respective agents or representatives to remit to the Servicer or the Administrative Agent or the Purchaser Agents, Collections on the Collateral remitted to such Seller, such Originator, the Servicer or any such agent or representative. (b) Any amounts subject to the indemnification provisions of this Section 11.1 shall be paid by the Sellers to the Indemnified Party within five Business Days following such Person’s demand therefor. (c) If for any reason the indemnification provided above in this Section 11.1 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Sellers or the Servicer, as the case may be, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Sellers or the Servicer, as the case may be, on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (d) The obligations of the Sellers under this Section 11.1 shall survive the resignation or removal of the Administrative Agent, the Purchaser Agents, the Servicer, the Backup Servicer or the Collateral Custodian and the termination of this Agreement.

Indemnities by the Sellers. (a) Without limiting any other rights that any such Person Buyer (or Buyer's Assigns) may have hereunder or under Applicable Lawapplicable law, the Sellers each Seller hereby jointly and severally agree agrees to indemnify the Administrative AgentBuyer and Buyer's Assigns, the Purchaser Agents, the Backup Servicer, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective assigns and officers, directors, agents and employees and agents thereof (collectively, the “each an "Indemnified Parties”), forthwith on demand, Party") from and against any and all damages, losses, claims, liabilities taxes, liabilities, costs, expenses and related costs and expensesfor all other amounts payable, including reasonable attorneys’ ' fees (which attorneys may be employees of Buyer) 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 the acquisition, either directly or indirectly, by Buyer (or Buyer's Assigns) of an interest in the Collateral or in respect of any Loan included in the CollateralReceivables, excluding, however, : (ai) Indemnified Amounts to the extent resulting a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification; (ii) Indemnified Amounts to the extent the same includes losses in respect of Receivables included in the Performing Pool of Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; or (iii) taxes imposed by the jurisdiction in which such Indemnified Party's principal executive office is located, on or measured by the overall net income of such Indemnified Party to the extent that the computation of such taxes is consistent with the Intended Characterization; provided, however, that nothing contained in this sentence shall limit the liability of any Seller or limit the recourse of Buyer to any Seller for amounts otherwise specifically provided to be paid by any such Seller under the terms of this Agreement. (b) Without limiting the generality of the foregoing indemnification in Section 5.1(a), each Seller shall indemnify the Indemnified Parties for 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 including losses in respect of such Indemnified Amounts thenuncollectible receivables, the recipient shall repay regardless of whether reimbursement therefor would constitute recourse to such Seller(s), ratably in accordance with the indemnity payment(sSeller) 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: (i) any representation or warranty made or deemed made by either Seller, the Servicer any Seller (if the applicable Originator or one of its Affiliates is the Servicer) or any officers of their respective officers any Seller) under or in connection with this Agreement Agreement, any other Transaction Document or any other Transaction Documentinformation or report delivered by a Seller pursuant hereto or thereto, which shall have been false or incorrect in any material respect when made or deemed made or deliveredmade; (ii) the failure by either any Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to comply with any termapplicable law, provision rule or covenant contained in this Agreement regulation with respect to any Receivable or Contract related thereto, or the nonconformity of any Receivable or Contract included therein with any such applicable law, rule or regulation or any agreement executed in connection with this Agreementfailure of any Seller to keep or perform any of their respective obligations, express or with any Applicable Lawimplied, with respect to any Collateral or the nonconformity of any Collateral with any such Applicable LawContract; (iii) the any failure to vest and maintain vested in the Administrative Agent, as agent for the Secured Parties, a first priority security interest in the Collateral, together with all Collections, free and clear of any Lien (Seller to perform its duties, covenants or other than Permitted Liens) whether existing at obligations in accordance with the time provisions of the Advance this Agreement or at any time thereafterother Transaction Document; (iv) [Reserved]any products liability or similar claim arising out of or in connection with rights or services that are the subject of any Contract; (v) the failure to file, or any delay in filing, financing statements, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws with respect to any Collateral, whether at the time of the Advance or at any subsequent time; (vi) any dispute, claim, offset or defense (other than the discharge in bankruptcy of the Obligor) of the Obligor to the payment with respect to of any Collateral Receivable (including, without limitation, including a defense based on such Receivable or the Collateral related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise service or services rights related to such Collateral Receivable or the furnishing or failure to provide for such rights or furnish such merchandise or services; (vii) any failure of either Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to perform its duties or obligations in accordance with the provisions of this Agreement or any of the other Transaction Documents to which it is a party or any failure by any of the Originators, either Seller or any Affiliate thereof to perform its respective duties under any Collateral; (viii) the failure of any Lock-Box Bank to remit any amounts held in a Lock-Box Account pursuant to the instructions of the Servicer or the Administrative Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Lock-Box Agreement) whether by reason of the exercise of set-off rights or otherwise; (ix) any inability to obtain any judgment in, or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of either Seller or any of the Originators to qualify to do business or file any notice or business activity report or any similar report; (x) any action taken by either Seller or any of the Originators (in its capacity as the Servicer) in the enforcement or collection of any Collateral; (xi) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with the Related Property or services that are the subject of any Collateral; (xii) any claim, suit or action of any kind arising out of or in connection with Environmental Laws (including, but not limited to, with respect to any REO Asset) including any vicarious liability; (xiii) the failure by either Seller to pay when due any Taxes for which such Seller is liable, including without limitation, sales, excise or personal property taxes payable in connection with the Collateral; (xiv) any repayment by the Administrative Agent, the Purchaser Agents or a Secured Party of any amount previously distributed in reduction of Advances Outstanding or payment of Interest or any other amount due hereunder, which amount the Administrative Agent, the Purchaser Agents or a Secured Party believes in good faith is required to be repaid; (xvvi) the commingling of Collections on the Collateral of Receivables at any time with other funds; (xvivii) any investigation, litigation or proceeding related to or arising from this Agreement or any other Transaction Document, the transactions contemplated hereby, the use of the proceeds of a Purchase, the Advance ownership of the Receivables or any other investigation, litigation or proceeding relating to any Seller in which any Indemnified Party becomes involved as a result of any of the security interest in the Collateraltransactions contemplated hereby; (xviiviii) any inability to litigate any claim against any Obligor in respect of any Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding; (ix) any failure by either Seller to give reasonably equivalent value vest and maintain vested in Buyer, or to transfer to Buyer, legal and equitable title to, and ownership of, the applicable Originator in consideration for Receivables, the transfer by Related Security and the applicable Originator to such Seller Collections, free and clear of any item Adverse Claim; (x) the failure to have filed, or any delay in filing, Financing Statements or other similar instruments or documents under the UCC of Collateral any applicable jurisdiction or other applicable laws with respect to any Receivable, the Related Security and Collections with respect thereto, and the proceeds of any thereof, whether at the time of the Purchase or at any subsequent time; (xi) any action or omission by any Seller which reduces or impairs the rights of Buyer with respect to any Receivable or the value of any such Receivable; and (xii) any attempt by any Person to void or otherwise avoid any such transfer Purchase hereunder under any statutory provision provisions or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; (xviii) the use of the proceeds of the Advance in a manner other than as provided in this Agreement and the Sale Agreements; or (xix) the failure of either Seller, any of the Originators or any of their respective agents or representatives to remit to the Servicer or the Administrative Agent or the Purchaser Agents, Collections on the Collateral remitted to such Seller, such Originator, the Servicer or any such agent or representative. (b) Any amounts subject to the indemnification provisions of this Section 11.1 shall be paid by the Sellers to the Indemnified Party within five Business Days following such Person’s demand therefor. (c) If for any reason the indemnification provided above in this Section 11.1 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Sellers or the Servicer, as the case may be, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Sellers or the Servicer, as the case may be, on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (d) The obligations of the Sellers under this Section 11.1 shall survive the resignation or removal of the Administrative Agent, the Purchaser Agents, the Servicer, the Backup Servicer or the Collateral Custodian and the termination of this Agreement.

Indemnities by the Sellers. (a) Without limiting any other rights that any such Person which the Purchaser may have hereunder or under Applicable Lawapplicable 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 its assigns and officerstransferees (each, directors, employees and agents thereof (collectively, the “an "Indemnified Parties”), forthwith on demand, Party") from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ ' fees and disbursements (all of the foregoing being collectively referred to as the “"Indemnified Amounts”) "), awarded against or incurred by such any 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: (i) reliance on any representation or warranty made or deemed made by either Seller, the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) or any of their respective officers Seller under or in connection with this Agreement Agreement, any Monthly Report or any other Transaction Documentinformation or report delivered by any Seller pursuant hereto, which shall have been false or incorrect in any material respect when made or deemed made or deliveredmade; (ii) the failure by either any Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to comply with any termapplicable law, provision rule or covenant contained in this Agreement or any agreement executed in connection with this Agreement, or with any Applicable Law, regulation with respect to any Collateral Receivable originated by such Seller or the nonconformity related Contract; or the failure of any Collateral with Receivable or the related Contract to conform to any such Applicable Lawapplicable law, rule or regulation; (iii) the failure to vest and maintain vested in the Administrative AgentPurchaser absolute ownership of the Receivables that are, as agent for or that purport to be, the Secured Parties, subject of a first priority security interest Purchase or contribution under this Agreement and the Related Security and Collections in the Collateral, together with all Collectionsrespect thereof, free and clear of any Lien (other than Permitted Liens) whether existing at the time of the Advance or at any time thereafterAdverse Claim; (iv) [Reserved]; (v) the failure of any Seller to filehave filed, or any delay in filing, financing statements, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws applicable laws with respect to any CollateralReceivables that are, or that purport to be, the subject of a Purchase under this Agreement and the Related Security and Collections in respect thereof, whether at the time of the Advance any Purchase or at any subsequent time; (viv) the existence of any dispute, claim, offset or defense (other than the discharge in bankruptcy of the Obligor) of the Obligor to the payment with respect to any Collateral thereof (including, without limitation, a defense based on such Receivable or the Collateral related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or of any other claim resulting from the sale of the merchandise products or services related to such Collateral Receivable or from the furnishing or failure to furnish such merchandise products or services; provided, however, this clause (v) shall not be deemed to include any dispute, claim, set-off or defense to the payment of any Receivable arising after the transfer of such Receivable to the Purchaser hereunder and arising solely as a result of actions taken by the Purchaser or its assigns; (viivi) any failure of either Seller any Seller, as Servicer or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) otherwise, to perform its duties or obligations in accordance with the provisions of this Agreement Article VI or any of the other Transaction Documents to which it is a party or any failure by any of the Originators, either Seller or any Affiliate thereof to perform its respective duties or obligations under any CollateralContract related to a Transferred Receivable; (viii) the failure of any Lock-Box Bank to remit any amounts held in a Lock-Box Account pursuant to the instructions of the Servicer or the Administrative Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Lock-Box Agreement) whether by reason of the exercise of set-off rights or otherwise; (ix) any inability to obtain any judgment in, or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of either Seller or any of the Originators to qualify to do business or file any notice or business activity report or any similar report; (x) any action taken by either Seller or any of the Originators (in its capacity as the Servicer) in the enforcement or collection of any Collateral; (xivii) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with the Related Property merchandise, insurance or services that which are the subject of any CollateralContract; (xiiviii) any claim, suit or action of any kind arising out of or in connection with Environmental Laws (including, but not limited to, with respect to any REO Asset) including any vicarious liability; (xiii) the failure by either Seller to pay when due any Taxes for which such Seller is liable, including without limitation, sales, excise or personal property taxes payable in connection with the Collateral; (xiv) any repayment by the Administrative Agent, the Purchaser Agents or a Secured Party of any amount previously distributed in reduction of Advances Outstanding or payment of Interest or any other amount due hereunder, which amount the Administrative Agent, the Purchaser Agents or a Secured Party believes in good faith is required to be repaid; (xv) the commingling of Collections on the Collateral of Receivables by any Seller, an Affiliate of any Seller, or a designee of any Seller, as Servicer or otherwise, at any time with other fundsfunds of such Seller or an Affiliate; (xviix) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of the Advance Purchases or the security interest ownership of Receivables, or the Related Security, or Collections with respect thereto or in the Collateralrespect of any Receivable, Related Security or Contract; (xviix) any failure by either Seller to give reasonably equivalent value to the applicable Originator in consideration for the transfer by the applicable Originator to such Seller of any item of Collateral or any attempt claim brought by any Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; (xviii) the use of the proceeds of the Advance in a manner other than as provided an Indemnified Party arising from any activity by any Seller or any Affiliate thereof in this Agreement and the Sale Agreementsservicing, administering or collecting any Receivable; or (xixxi) any Dilution with respect to any Transferred Receivable. It is expressly agreed and understood by the failure of either Sellerparties (i) that the foregoing indemnification is not intended to, any and shall not, constitute a guarantee of the Originators collectibility or any payment of their respective agents or representatives to remit to the Servicer or the Administrative Agent or the Purchaser Agents, Collections on the Collateral remitted to such Seller, such Originator, the Servicer or any such agent or representative. Transferred Receivables and (bii) Any amounts subject to the indemnification provisions of this Section 11.1 shall be paid by the Sellers to the Indemnified Party within five Business Days following such Person’s demand therefor. (c) If for any reason the indemnification provided above that nothing in this Section 11.1 is unavailable 8.01 shall require any Seller to the indemnify any Indemnified Party or is insufficient to hold an Indemnified Party harmless(A) for Receivables which are not collected, then the Sellers or the Servicer, as the case may be, shall contribute to the amount not paid or payable by uncollectible on account of the insolvency, bankruptcy, or financial inability to pay of the applicable Obligor, (B) for damages, losses, claims or liabilities or related costs or expenses resulting from such Indemnified Party's gross negligence or willful misconduct, (C) for any income tax or franchise tax imposed on such Indemnified Party by (i) the jurisdiction under the laws of which such Indemnified Party is organized (or any political subdivision thereof), (ii) any jurisdiction in which an office of such Indemnified Party maintaining the ownership of the Transferred Receivables is located (or any political subdivision thereof), or (iii) any jurisdiction in which such Indemnified Party is already subject to tax, and arising out of or as a result of such loss, claim, damage this Agreement or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Sellers respect of any Receivable or the Servicer, as the case may be, on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerationsContract. (d) The obligations of the Sellers under this Section 11.1 shall survive the resignation or removal of the Administrative Agent, the Purchaser Agents, the Servicer, the Backup Servicer or the Collateral Custodian and the termination of this Agreement.

Indemnities by the 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: (i) any Receivable originally owed to such Seller becoming a Seller Receivable which is not at the date of its sale, transfer and assignment hereunder an Eligible Receivable; (ii) any representation or warranty or statement made or deemed made by either Seller, the Servicer such Seller (if the applicable Originator or one of its Affiliates is the Servicer) or any of their respective officers its officers) under or in connection with this Agreement or any other Transaction DocumentDocument or any Receivables Activity Report, which shall have been false Seller Report or other document delivered or to be delivered by such Seller in connection herewith or with any other Transaction Document being incorrect in any material respect when made or deemed made or delivered; (iiiii) the failure by either such Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to comply with any termapplicable law, provision rule or covenant contained in this Agreement or any agreement executed in connection with this Agreement, or with any Applicable Law, regulation with respect to any Collateral Seller Receivable originally owed to such Seller or the nonconformity related Contract or any Related Security with respect thereto; or the failure, as a result of any Collateral action or omission of such Seller, of any Seller Receivable or the related Contract or any Related Security with respect thereto to conform to any such Applicable Lawapplicable law, rule or regulation; (iiiiv) the failure by any action or inaction of such Seller to vest and maintain vested in the Administrative Agent, as agent for the Secured Parties, Buyer a first priority security perfected 100% ownership interest in each Seller Receivable originally owed to such Seller and the Collateral, together with all CollectionsRelated Security and Collections in respect thereof, free and clear of any Lien (other than except for Liens created by the Transaction Documents and Permitted Liens) whether existing at the time of the Advance or at any time thereafter; (iv) [Reserved]); (v) the failure of such Seller to filehave filed, or any delay by such Seller in filing, financing statements, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws applicable laws with respect to any CollateralSeller Receivable originally owed to such Seller and the Related Security and Collections in respect thereof, whether at the time of the Advance initial sale, transfer and assignment hereunder or at any subsequent time; (vi) any dispute, claim, offset or defense (other than the discharge in bankruptcy of the Obligor) of the any Obligor with or against such Seller to the payment with respect of any Seller Receivable originally owed to any Collateral such Seller (including, without limitation, a any defense based on the Collateral fact or allegation that such Receivable or the related Contract is not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale by such Seller of the merchandise goods or services related to such Collateral Receivable or the such Seller’s furnishing or failure to furnish such merchandise goods or services; (vii) any failure of either such Seller (and, in the case of Lyondell, any failure of Lyondell, as Buyer’s Servicer, Servicer, or the Servicer (if the applicable Originator otherwise) to perform its duties, obligations or one of its Affiliates is the Servicer) covenants under and in accordance with this Agreement or any other Transaction Document or to perform its duties or obligations in accordance with the provisions of this Agreement or any of the other Transaction Documents to which it is a party or any failure by any of the Originators, either Seller or any Affiliate thereof to perform its respective duties under any CollateralContract; (viii) the failure any product liability, personal injury, copyright infringement, theft of any Lock-Box Bank to remit any amounts held in a Lock-Box Account pursuant to the instructions of the Servicer or the Administrative Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Lock-Box Agreement) whether by reason of the exercise of set-off rights or otherwise; (ix) any inability to obtain any judgment inservices, property damage, or utilize the court other breach of contract, antitrust, unfair trade practices or other adjudication system of, any state in which an Obligor may be located as a result of the failure of either Seller or any of the Originators to qualify to do business or file any notice or business activity report or any similar report; (x) any action taken by either Seller or any of the Originators (in its capacity as the Servicer) in the enforcement or collection of any Collateral; (xi) any products liability tortious claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with the Related Property any action or services that are omission of such Seller and the subject matter of any Collateral; (xii) any claim, suit Contract or action of any kind arising out of or in connection with Environmental Laws (includingany transaction contemplated by this Agreement, but not limited to, with respect to any REO Asset) including other Transaction Document or any vicarious liabilityother instrument or document furnished pursuant hereto or such Contract; (xiii) the failure by either Seller to pay when due any Taxes for which such Seller is liable, including without limitation, sales, excise or personal property taxes payable in connection with the Collateral; (xiv) any repayment by the Administrative Agent, the Purchaser Agents or a Secured Party of any amount previously distributed in reduction of Advances Outstanding or payment of Interest or any other amount due hereunder, which amount the Administrative Agent, the Purchaser Agents or a Secured Party believes in good faith is required to be repaid; (xvix) the commingling by such Seller of Collections on the Collateral of Seller Receivables originally owed to such Seller at any time with other funds; (xvix) any action or omission by such Seller, whether as Buyer’s Servicer, Servicer or otherwise, reducing or impairing the rights of the Buyer hereunder or of any Purchaser of a Receivable Interest under the Receivables Purchase Agreement, any other Transaction Document or any other instrument or document furnished pursuant hereto or thereto or with respect to any Seller Receivable; (xi) any cancellation or modification of a Seller Receivable originally owed to such Seller, the related Contract or any other Related Security, whether by written agreement, verbal agreement, acquiescence or otherwise, unless such cancellation or modification was made by or with the express consent of the Agent or a Servicer that is not Lyondell or an Affiliate or Subsidiary of Lyondell; provided that in no event shall Indemnified Amounts include any unpaid portion of a Seller Receivable effected by any such cancellation or modification; (A) any investigation, litigation or proceeding related to or arising from this Agreement, any other Transaction Document or any other instrument or document furnished pursuant thereto, or any transaction contemplated by this Agreement or any Contract, or the ownership of, or other interest in, any Seller Receivable originally owed to such Seller, the related Contract or Related Security, excluding, however, Indemnified Amounts to the extent resulting from a claim of any Indemnified Party that does not arise out of or result from any action or omission of such Seller or (B) the use by such Seller of proceeds of the Advance or the security interest in the Collateralany sale, transfer and assignment of any Receivable Asset hereunder; (xviixiii) the existence of any Lien against or with respect to any Seller Receivable originally owed to such Seller, the related Contract, Related Security or Collections and resulting from any act or omission of such Seller; (xiv) any failure by either such Seller to give reasonably equivalent value to the applicable Originator pay when due any taxes, including without limitation sales, excise or personal property taxes, payable by such Seller in consideration for the transfer by the applicable Originator connection with any Seller Receivable originally owed to such Seller of any item of Collateral or the related Contract or any attempt Related Security with respect thereto; (xv) any claim brought by any Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; (xviii) the use of the proceeds of the Advance in a manner other than as provided an Indemnified Party arising from any activity, action or omission of by such Seller or any Affiliate or Subsidiary of such Seller (other than the Buyer) in this Agreement and the Sale Agreementsservicing, administering or collecting any Seller Receivable originally owed to such Seller; or (xixxvi) any failure by any Lock-Box Bank or other depositary bank at which a Restricted Account is maintained in the failure name of either Seller, any such Seller to comply with the terms of the Originators Lock-Box Agreement or any of their respective agents or representatives to remit to the Servicer or the Administrative Agent or the Purchaser Agents, Collections on the Collateral remitted other control agreement relating to such Seller, such Originator, the Servicer or any such agent or representativeRestricted Account to which it is a party. (b) Any amounts subject to the indemnification provisions of this Section 11.1 shall be paid by the Sellers to the Indemnified Party within five Business Days following such Person’s demand therefor. (c) If for any reason the indemnification provided above in this Section 11.1 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Sellers or the Servicer, as the case may be, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Sellers or the Servicer, as the case may be, on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (d) The obligations of the Sellers under this Section 11.1 shall survive the resignation or removal of the Administrative Agent, the Purchaser Agents, the Servicer, the Backup Servicer or the Collateral Custodian and the termination of this Agreement.

Indemnities by the Sellers. (a) Without limiting any other rights that any such Person the Company may have hereunder under this Agreement 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, Company from and against any and all damages, losses, claims, losses and liabilities and related costs and expenses, (including reasonable attorneys’ fees and disbursements ' fees) (all of the foregoing being collectively referred to as 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, resulting from or as a result of based on the arrangements created by, this Agreement or having an interest and the actions of the Servicer in its capacity as the Collateral Servicer, or in respect of any Loan included in the CollateralIneligible Receivable, 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 amountsCompany. Without limiting or being limited by the foregoing, 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 (without duplication) relating to or resulting from: (ia) the sale of any Purchased Receivable of any Seller that is designated on the next Weekly Report following the sale to be an Eligible Receivable and is determined to have been at the date of such sale an Ineligible Receivable or any Receivable which thereafter becomes subject to a Dilutive Credit; (b) reliance on any representation or warranty (other than any representation or warranty contained in Sections 4.02(c), 4.02(f) or 4.02 (i) to the extent any such representation or warranty does not relate to the Receivables) or statement made or deemed made by either Seller, the Servicer any Seller (if the applicable Originator or one of its Affiliates is the Servicer) or any of their respective officers its officers) under or in connection with this Agreement, in any certificate delivered pursuant to this Agreement or in any other Transaction DocumentDocument that, which shall have been false or incorrect in any material respect when made or deemed made or deliveredmade; (iic) the failure by either any Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to comply with any termapplicable law, provision rule or covenant contained in this Agreement or any agreement executed in connection with this Agreement, or with any Applicable Law, regulation with respect to any Collateral Purchased Receivable, or the nonconformity of any Collateral Receivable with any such Applicable Lawapplicable law, rule or regulation; (iiid) the failure to vest and maintain vested in the Administrative Agent, as agent for the Secured Parties, a first priority security interest in the Collateral, together with all Collections, free and clear of any Lien (other than Permitted Liens) whether existing at the time of the Advance or at any time thereafter; (iv) [Reserved]; (v) the failure to filehave filed, or any delay in filing, financing statements, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws applicable laws with respect to any Collateral, whether at the time of the Advance or at any subsequent timePurchased Receivables; (vie) any dispute, claim, offset or defense (other than the discharge in bankruptcy of the Obligor) of the Obligor to the payment with respect to of any Collateral Purchased Receivable of any Seller (including, without limitation, a defense based on the Collateral such Purchased Receivable not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), terms or any other event or circumstance that would give rise to a Dilutive Credit) or any other claim resulting from the sale of the merchandise or services related to any such Collateral Purchased Receivable or the furnishing or failure to furnish such merchandise or services; (viif) any failure of either any Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to perform its duties or obligations in accordance with the provisions of under this Agreement or any of the other Transaction Documents to which it is a party or any failure by any of the Originators, either Seller or any Affiliate thereof to perform its respective duties under any CollateralAgreement; (viii) the failure of any Lock-Box Bank to remit any amounts held in a Lock-Box Account pursuant to the instructions of the Servicer or the Administrative Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Lock-Box Agreement) whether by reason of the exercise of set-off rights or otherwise; (ix) any inability to obtain any judgment in, or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of either Seller or any of the Originators to qualify to do business or file any notice or business activity report or any similar report; (x) any action taken by either Seller or any of the Originators (in its capacity as the Servicer) in the enforcement or collection of any Collateral; (xig) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with the Related Property merchandise, insurance or services service that are the subject of any CollateralReceivable; (xii) any claim, suit or action of any kind arising out of or in connection with Environmental Laws (including, but not limited to, with respect to any REO Asset) including any vicarious liability; (xiii) the failure by either Seller to pay when due any Taxes for which such Seller is liable, including without limitation, sales, excise or personal property taxes payable in connection with the Collateral; (xiv) any repayment by the Administrative Agent, the Purchaser Agents or a Secured Party of any amount previously distributed in reduction of Advances Outstanding or payment of Interest or any other amount due hereunder, which amount the Administrative Agent, the Purchaser Agents or a Secured Party believes in good faith is required to be repaid; (xvh) the commingling of Collections on the Collateral of Purchased Receivables at any time with other funds; (xvii) any investigation, litigation or proceeding related to in respect of this Agreement or the use of proceeds of the Advance or the security interest in the Collateralany Receivable; (xviij) any failure by either Seller to give reasonably equivalent value to the applicable Originator in consideration for the transfer payment by the applicable Originator to such Seller Company of any item of Collateral or any attempt taxes owed by any Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; (xviii) the use of the proceeds of the Advance in a manner other than as provided in this Agreement and the Sale AgreementsSellers, including federal, state or local income taxes, excise taxes or business taxes; or (xixk) any current or future intangible property taxes, charges or similar levies imposed on the Company or any Person to whom the Company has an indemnification obligation with respect thereto that arise from or otherwise relate to the ownership of the Receivables or any interest therein. Notwithstanding the foregoing, no Seller shall under any circumstances indemnify the Company for any Indemnified Amounts that result from a default by an Obligor with respect to any Receivables, other than as described in clause (e) above or resulting from the circumstances described in clause (a) or (f) above. The indemnity under clause (a) above shall on any day equal (x) with respect to Receivables that have become subject to Dilutive Credits on such day, the aggregate amount of any such Dilutive Credits and (y) with respect to Receivables that have been determined on such day to have been Ineligible Receivables at the date of sale thereof, the lesser of (a) the failure face amount of either Seller, any of the Originators or any of their respective agents or representatives to remit to the Servicer or the Administrative Agent or the Purchaser Agents, Collections on the Collateral remitted to such Seller, such Originator, the Servicer or any such agent or representative. Ineligible Receivables and (b) Any amounts subject to the indemnification provisions difference between (i) the aggregate amount of this Section 11.1 shall be paid by the Sellers to the Indemnified Party within five Business Days following such Person’s demand therefor. (c) If for any reason the indemnification provided above in this Section 11.1 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Sellers or the Servicer, as the case may be, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Sellers or the Servicer, as the case may be, on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (d) The outstanding payment obligations of the Sellers under this Section 11.1 shall survive Company pursuant to the resignation or removal terms of the Administrative Agent, Loan Agreement (other than payment obligations to Affiliates of the Purchaser Agents, Company) and (ii) the Servicer, aggregate amount of cash Collections that are available for distribution on such day from the Backup Servicer or Collection Deposit Account. All Indemnified Amounts paid to the Collateral Custodian and Company shall be deposited in the termination of this AgreementCollection Deposit Account for application pursuant to the terms thereof.

Indemnities by the Sellers. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable LawEach Seller agrees to severally indemnify and hold harmless the Buyer, 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 Issuer and each of Third Party Financier and their respective assigns Affiliates and the respective officers, directors, directors and employees and agents thereof of the same (collectively, each of the foregoing parties being an “RPA Indemnified PartiesParty”), forthwith on demand, from and against any and all damagesclaims, liabilities, losses, claimscosts, liabilities and related costs expenses (including reasonable counsel fees and expenses) and damages, including attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or which may be incurred by such or asserted against any RPA Indemnified Party and other non-monetary damages of any such Indemnified Party or any of them relating to, 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: (i) a breach of any representation representation, warranty or warranty covenant made or deemed made in writing by either such Seller, the Servicer (if Transferor or the applicable Originator or one of its Affiliates is the Servicer) or any of their respective officers under or in connection with this Agreement or any other Transaction Document, which shall have been false or incorrect in any material respect when made or deemed made or deliveredIssuer; (ii) the failure use, ownership, repossession (other than losses related to a decline in value of the Equipment repossessed) or operation by either the Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to comply with any term, provision or covenant contained in this Agreement or any agreement executed in connection with this Agreement, or with any Applicable Law, with respect to any Collateral or the nonconformity Affiliate thereof of any Collateral with any such Applicable Lawitem of Equipment or other collateral therefor; (iii) the failure to vest and maintain vested in the Administrative Agent, as agent for the Secured Parties, a first priority security interest in the Collateral, together with all Collections, free and clear of any Lien (other than Permitted Liens) whether existing at the time of the Advance or taxes that may at any time thereafter;be asserted against any RPA Indemnified Party with respect to the transactions contemplated in this Agreement, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but not including any taxes asserted with respect to, and as of the date of, the sale of the Loans and the Receivables to the Buyer or the issuance and original sale of the Securities, or asserted with respect to ownership of the Loans or Receivables, or federal or other income taxes arising out of distributions on the Securities, or any fees or other compensation payable to any such RPA Indemnified Party) and costs and expenses in defending against the same; and (iv) [Reserved]; (v) the failure to filenegligence, willful misfeasance or any delay in filing, financing statements, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws with respect to any Collateral, whether at the time bad faith of the Advance Seller or at any subsequent time; (vi) any disputeby reason of negligent disregard of the Seller’s obligations and duties under this Agreement, claim, offset or defense (other than the discharge in bankruptcy of the Obligor(i) of the Obligor to the payment with respect to any Collateral (includingclaims, without limitationliabilities, a defense based on the Collateral not being a legallosses, valid costs, expenses and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or services related to such Collateral or the furnishing or failure to furnish such merchandise or services; (vii) any failure of either Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to perform its duties or obligations in accordance with the provisions of this Agreement or any of the other Transaction Documents to which it is a party or any failure by any of the Originators, either Seller or any Affiliate thereof to perform its respective duties under any Collateral; (viii) the failure of any Lock-Box Bank to remit any amounts held in a Lock-Box Account pursuant to the instructions of the Servicer or the Administrative Agent (damages to the extent they result from the gross negligence or willful misconduct of an RPA Indemnified Party, (ii) to the extent the same includes losses in respect of Conveyed Assets and reimbursement therefor that would constitute credit recourse to such Person is entitled to give such instructions in accordance with Seller for the terms hereof and amount of any applicable Lock-Box AgreementConveyed Assets or Related Asset not paid by the related Obligor, (iii) whether by reason of to the exercise of set-off rights or otherwise; (ix) any inability to obtain any judgment in, or utilize extent the court or other adjudication system of, any state in which an Obligor may be located same constitutes recourse as a result of nonpayment by Obligors for credit reasons on the failure Accounts or the related Equipment Loans, (iv) to the extent the same constitutes recourse as a result of either nonpayment by Obligors for credit reasons on the Accounts or the related Receivables, (v) to the extent the same constitutes recourse to a Seller or for any obligation of the Originators Issuer to qualify increase or replenish the Available Drawing Amount (or to do business post cash or file any notice alternative collateral pursuant to Section 3.27 of the Indenture in substitution therefor) after the Closing Date, (vi) to the extent the same are or business activity report result from taxes on or any similar report; measured by the net income of the RPA Indemnified Party and (xvii) to the extent the same constitute consequential, special or punitive damages. If any action taken by either Seller or any of the Originators proceeding (in its capacity as the Servicer) in the enforcement or collection of any Collateral; (xi) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with the Related Property or services that are the subject of any Collateral; (xii) any claim, suit or action of any kind arising out of or in connection with Environmental Laws (including, but not limited to, with respect to any REO Asset) including any vicarious liability; governmental investigation) shall be brought or asserted against any RPA Indemnified Party in respect of which the indemnity provided above may be sought from Seller (xiiithe “Indemnifying Party”) each such RPA Indemnified Party shall promptly notify the failure by either Seller to pay when due any Taxes for which such Seller is liableIndemnifying Party in writing, and the Indemnifying Party shall assume the defense thereof, including without limitation, sales, excise or personal property taxes payable in connection with the Collateral; (xiv) any repayment by the Administrative Agent, the Purchaser Agents or a Secured Party employment of any amount previously distributed in reduction of Advances Outstanding or payment of Interest or any other amount due hereunder, which amount the Administrative Agent, the Purchaser Agents or a Secured Party believes in good faith is required to be repaid; (xv) the commingling of Collections on the Collateral at any time with other funds; (xvi) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of the Advance or the security interest in the Collateral; (xvii) any failure by either Seller to give counsel reasonably equivalent value to the applicable Originator in consideration for the transfer by the applicable Originator to such Seller of any item of Collateral or any attempt by any Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; (xviii) the use of the proceeds of the Advance in a manner other than as provided in this Agreement and the Sale Agreements; or (xix) the failure of either Seller, any of the Originators or any of their respective agents or representatives to remit to the Servicer or the Administrative Agent or the Purchaser Agents, Collections on the Collateral remitted to such Seller, such Originator, the Servicer or any such agent or representative. (b) Any amounts subject to the indemnification provisions of this Section 11.1 shall be paid by the Sellers satisfactory to the Indemnified Party and the payment of all expenses and reasonable legal fees; provided that failure to notify the Indemnifying Party shall not relieve it from any liability it may have to such RPA Indemnified Party except to the extent that it shall be actually prejudiced thereby. The RPA Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof at the expense of the RPA Indemnified Party; provided, however that the fees and expenses of separate counsel to the RPA Indemnified Party in any such proceeding shall be at the expense of the Indemnifying Party if (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such action or proceeding or employ counsel reasonably satisfactory to the RPA Indemnified Party in any such action or proceeding within five Business Days following a reasonable time after the commencement of such Person’s demand therefor. action or (ciii) If the named parties to any such action or proceeding (including any impleaded parties) include both the RPA Indemnified Party and the Indemnifying Party, and the RPA Indemnified Party shall have been advised in writing by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party which gives rise to a conflict of interest (in which case, if the RPA Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such action or proceeding on behalf of such RPA Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for the Indemnified Parties, which firm shall be designated in writing by the RPA Indemnified Party and shall be reasonably acceptable to the RPA Indemnified Party). The Indemnifying Party shall not be liable for any reason settlement of any such action or proceeding effected without its written consent to the indemnification provided above in this Section 11.1 is unavailable extent that any such settlement shall be prejudicial to the Indemnifying Party (to which the Indemnified Party did not consent), but, if settled with its written consent, or if there is insufficient a final non-appealable judgment for the plaintiff in any such action or proceeding with respect to which the Indemnifying Party shall have received notice in accordance with this paragraph, the Indemnifying Party agrees to indemnify and hold an the RPA Indemnified Party harmless, then the Sellers Parties harmless from and against any loss or the Servicer, as the case may be, shall contribute to the amount paid or payable liability by such Indemnified Party as a result reason of such loss, claim, damage settlement or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Sellers or the Servicer, as the case may be, on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerationsjudgment. (d) The obligations of the Sellers under this Section 11.1 shall survive the resignation or removal of the Administrative Agent, the Purchaser Agents, the Servicer, the Backup Servicer or the Collateral Custodian and the termination of this Agreement.

Indemnities by the Sellers. (a) Without limiting any other -------------------------- rights that any such Person RPA Indemnified Party (as defined below) may have hereunder or under Applicable Lawapplicable law, the Sellers hereby jointly and severally agree each Seller agrees to indemnify the Administrative AgentBuyer, the Purchaser Agents, the Backup Servicer, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective assigns its successors, permitted transferees and assigns, and all officers, directors, employees shareholders, controlling Persons, employees, affiliates and agents thereof of any of the foregoing (collectively, each of the “foregoing Persons being individually called a "RPA Indemnified Parties”Party"), forthwith on demand, from and against any and all an damages, losses, claimsclaims (whether on account of settlements or otherwise), judgments, liabilities and related reasonable costs and expenses, expenses (including reasonable attorneys’ ' fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”disbursements) 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 any of the Collateral or in respect following (all of any Loan included in the Collateral, excluding, however, foregoing being collectively called "RPA Indemnified Losses"): (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: (i) any representation or warranty made or deemed made in writing by either Seller, the Servicer such Seller (if the applicable Originator or one of its Affiliates is the Servicer) or any of their respective officers its Authorized Officers) under or in connection with this Agreement any of the Transaction Documents, any Seller Assignment Certificate, any Funding Date Data Pool Report, any Monthly Data Pool Report or any other Transaction Documentinformation or report delivered by or on behalf of Seller with respect to such Seller or the Purchased Receivables or Related Assets originated by such Seller, which shall have been false that contained any untrue statement of a material fact or incorrect in any omitted to state material respect facts necessary to make the statements not misleading when made or deemed made or deliveredmade; (iib) the failure by either such Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to comply with any termapplicable law, provision rule or covenant contained in this Agreement or any agreement executed in connection with this Agreement, or with any Applicable Law, regulation with respect to any Collateral Purchased Receivable or any Related Asset or to comply with any Contract related thereto, or the nonconformity of any Collateral Purchased Receivable, the related Contract or any Related Assets with any such Applicable Law;applicable law, rule or regulation, (iiic) the failure to vest and maintain vested in the Administrative Agent, as agent for the Secured Parties, Buyer a first priority security perfected ownership interest in the CollateralPurchased Receivables originated by such Seller, together with all Collectionsthe Related Assets, the related Collections and the proceeds of each of the foregoing, free and clear of any Lien (Adverse Claim, other than a Permitted Liens) whether existing at the time of the Advance or at any time thereafterAdverse Claim; (ivd) [Reserved]any failure of such Seller to perform its duties or obligations in accordance with the provisions of this Agreement; (ve) any products liability claim, personal injury or property damage suit, environmental liability claim or any other claim or action by a party other than Buyer of whatever sort, whether sounding in tort, contract or any other legal theory, arising out of or in connection with the goods or services that are the subject of any Specified Assets with respect thereto or Collections thereof; (f) the failure to file, or any delay in filing, financing statements, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws applicable laws with respect to any CollateralSpecified Assets or Collections, whether at the time of the Advance any sale or at any subsequent time; (vig) any dispute, claim, offset or defense (other than the discharge in bankruptcy of the Obligorbankruptcy) of the an Obligor to the payment with respect to of any Collateral (includingPurchased Receivable originated by such Seller or Related Asset thereto, without limitationor purported Purchased Receivable or Related Asset thereto, including a defense based on such Receivable's or the Collateral related Contract's not being a legal, valid and binding obligation of such the Obligor enforceable against it in accordance with its terms; and (h) any tax or governmental fee or charge (other than franchise taxes and taxes on or measured by the net income of Buyer or any of its assignees), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, that may arise by reason of the purchase or ownership of the Purchased Receivables originated by such Seller or any Related Asset connected with any such Purchased Receivables. Notwithstanding the foregoing (and with respect to clause (ii) below, without ----------- prejudice to the rights that Buyer may have pursuant to the other claim resulting from the sale of the merchandise or services related to such Collateral or the furnishing or failure to furnish such merchandise or services; (vii) any failure of either Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to perform its duties or obligations in accordance with the provisions of this Agreement or the provisions of any of the other Transaction Documents to which it is a party Documents), in no event shall any RPA Indemnified Party be indemnified for any RPA Indemnified Losses (i) resulting from gross negligence or any failure by any willful misconduct on the part of the OriginatorsRPA Indemnified Party (or gross negligence or willful misconduct on the part of its officers, either Seller directors, employees, affiliates or any Affiliate thereof agents) or the failure of such RPA Indemnified Party to perform its respective duties obligations under any Collateral; the Transaction Documents, (viiiii) to the failure extent the same includes losses in respect of Purchased Receivables and reimbursement therefor that would constitute credit recourse to such Seller for the amount of any Lock-Box Bank to remit any amounts held in a Lock-Box Account pursuant to Purchased Receivable or Related Asset not paid by the instructions related Obligor, (iii) resulting from the action or omission of the Servicer or (unless the Administrative Agent Servicer is an ALS Person), (iv) to the extent such Person is entitled the same are or result from lost profits, (v) to give such instructions in accordance with the terms hereof and of any applicable Lock-Box Agreement) whether extent the same are or result from taxes on or measured by reason the net income of the exercise of set-off rights or otherwise; RPA Indemnified Party and (ixvi) any inability to obtain any judgment in, or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of either Seller or any of the Originators to qualify to do business or file any notice or business activity report or any similar report; (x) any action taken by either Seller or any of the Originators (in its capacity as the Servicer) in the enforcement or collection of any Collateral; (xi) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with the Related Property or services that are the subject of any Collateral; (xii) any claim, suit or action of any kind arising out of or in connection with Environmental Laws (including, but not limited to, with respect to any REO Asset) including any vicarious liability; (xiii) the failure by either Seller to pay when due any Taxes for which such Seller is liable, including without limitation, sales, excise or personal property taxes payable in connection with the Collateral; (xiv) any repayment by the Administrative Agent, the Purchaser Agents or a Secured Party of any amount previously distributed in reduction of Advances Outstanding or payment of Interest or any other amount due hereunder, which amount the Administrative Agent, the Purchaser Agents or a Secured Party believes in good faith is required to be repaid; (xv) the commingling of Collections on the Collateral at any time with other funds; (xvi) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of the Advance or the security interest in the Collateral; (xvii) any failure by either Seller to give reasonably equivalent value to the applicable Originator in consideration for extent the transfer by the applicable Originator to such Seller of any item of Collateral same constitute consequential, special or any attempt by any Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; (xviii) the use of the proceeds of the Advance in a manner other than as provided in this Agreement and the Sale Agreements; or (xix) the failure of either Seller, any of the Originators or any of their respective agents or representatives to remit to the Servicer or the Administrative Agent or the Purchaser Agents, Collections on the Collateral remitted to such Seller, such Originator, the Servicer or any such agent or representative. (b) Any amounts subject to the indemnification provisions of this Section 11.1 shall be paid by the Sellers to the Indemnified Party within five Business Days following such Person’s demand therefor. (c) punitive damages. If for any reason the indemnification provided above in this Section 11.1 section is unavailable to the a RPA Indemnified Party or is insufficient to hold an a RPA Indemnified Party harmless, then the Sellers or the Servicer, as the case may be, such Seller shall contribute to the maximum amount payable or paid or payable by such to the RPA Indemnified Party as a result of such the loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such the RPA Indemnified Party on the one hand and the Sellers or the Servicer, as the case may be, such Seller on the other hand hand, but also the relative fault of such the RPA Indemnified Party as well as (if any) and such Seller and any other relevant equitable considerations. (d) The obligations of the Sellers under this Section 11.1 shall survive the resignation or removal of the Administrative Agent, the Purchaser Agents, the Servicer, the Backup Servicer or the Collateral Custodian and the termination of this Agreement.

Indemnities by the Sellers. (a) Without limiting any other rights that any such Person the transferees hereunder may have hereunder or under Applicable Lawapplicable law, each of the Sellers Original Sellers, CMI and Assignor (each individually, for the purposes of this Section 5.1, a “Seller”) 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 transferee and such transferee’s assigns (including, without limitation, Buyer and the Agent), officers, directors, agents and employees and agents thereof (collectively, the each an “Indemnified PartiesParty”), forthwith on demand, ) from and against any and all damages, losses, claims, liabilities taxes and related liabilities, reasonable out-of-pocket costs and expensesexpenses and for all other amounts payable, including reasonable attorneys’ fees (which attorneys may be employees of such transferee) 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 the acquisition, either directly or indirectly, by such transferee of an interest in the Collateral or in respect of any Loan included in the CollateralReceivables, excluding, however, : (ai) Indemnified Amounts to the extent resulting a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification; (ii) Indemnified Amounts to the extent the same includes losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; or Table of Contents (iii) taxes imposed by the jurisdiction in which such Indemnified Party’s principal executive office is located, on or measured by the overall net income of such Indemnified Party to the extent that the computation of such taxes is consistent with the Intended Characterization; provided, however, that nothing contained in this sentence shall limit the liability of any Seller, or (b) Indemnified Amounts that have limit the effect of recourse for non-payment of the Loans included in the Collateral due transferees hereunder to credit problems of the Obligors (except as any Seller for amounts otherwise specifically provided in to be paid by such Seller under the terms of any other provision of 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 foregoinggenerality of the foregoing indemnification, the Sellers jointly and severally each Seller shall indemnify each Indemnified Party its respective transferee for Indemnified Amounts relating (including, without limitation, losses in respect of uncollectible receivables, regardless of whether reimbursement therefor would constitute recourse to or such Seller) resulting from: (i) any representation or warranty made or deemed made by either Seller, the Servicer such Seller (if the applicable Originator or one of its Affiliates is the Servicer) or any officers of their respective officers such Seller) under or in connection with this Agreement Agreement, any other Transaction Document or any other Transaction Documentinformation or report delivered by such Seller pursuant hereto or thereto, which shall have been false or incorrect in any material respect when made or deemed made or deliveredmade; (ii) the any failure by either Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to comply with any term, provision or covenant contained in this Agreement or any agreement executed in connection with this Agreement, or with any Applicable Law, with respect to any Collateral or the nonconformity of any Collateral with any Receivable transferred by such Applicable LawSeller hereunder to be an Eligible Receivable on the date hereof; (iii) the failure by such Seller, to vest and maintain vested in comply with any applicable law, rule or regulation with respect to any Receivable or Contract related thereto, or the Administrative Agent, as agent for the Secured Parties, a first priority security interest in the Collateral, together with all Collections, free and clear nonconformity of any Lien (other than Permitted Liens) whether existing at the time Receivable or Contract included therein with any such applicable law, rule or regulation or any failure of the Advance such Seller to keep or at perform any time thereafterof its obligations, express or implied, with respect to any Contract; (iv) [Reserved]any failure of such Seller to perform its duties, covenants or other obligations in accordance with the provisions of this Agreement or any other Transaction Document; (v) any products liability or similar claim arising out of or in connection with merchandise, insurance or services that are the failure to file, or any delay in filing, financing statements, continuation statements or other similar instruments or documents under the UCC subject of any applicable jurisdiction or other Applicable Laws with respect to any Collateral, whether at the time Contract; Table of the Advance or at any subsequent time;Contents (vi) any dispute, claim, offset or defense (other than the discharge in bankruptcy of the Obligor) of the Obligor to the payment with respect to of any Collateral Receivable (including, without limitation, a defense based on such Receivable or the Collateral related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or services service related to such Collateral Receivable or the furnishing or failure to furnish such merchandise or services; (vii) any failure of either Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to perform its duties or obligations in accordance with the provisions of this Agreement or any of the other Transaction Documents to which it is a party or any failure by any of the Originators, either Seller or any Affiliate thereof to perform its respective duties under any Collateral; (viii) the failure of any Lock-Box Bank to remit any amounts held in a Lock-Box Account pursuant to the instructions of the Servicer or the Administrative Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Lock-Box Agreement) whether by reason of the exercise of set-off rights or otherwise; (ix) any inability to obtain any judgment in, or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of either Seller or any of the Originators to qualify to do business or file any notice or business activity report or any similar report; (x) any action taken by either Seller or any of the Originators (in its capacity as the Servicer) in the enforcement or collection of any Collateral; (xi) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with the Related Property or services that are the subject of any Collateral; (xii) any claim, suit or action of any kind arising out of or in connection with Environmental Laws (including, but not limited to, with respect to any REO Asset) including any vicarious liability; (xiii) the failure by either Seller to pay when due any Taxes for which such Seller is liable, including without limitation, sales, excise or personal property taxes payable in connection with the Collateral; (xiv) any repayment by the Administrative Agent, the Purchaser Agents or a Secured Party of any amount previously distributed in reduction of Advances Outstanding or payment of Interest or any other amount due hereunder, which amount the Administrative Agent, the Purchaser Agents or a Secured Party believes in good faith is required to be repaid; (xv) the commingling of Collections on the Collateral of Receivables at any time with other funds; (xviviii) any investigation, litigation or proceeding related to or arising from this Agreement or any other Transaction Document, the transactions contemplated hereby, the use of the proceeds of any Transfer hereunder, the Advance ownership of the Receivables or any other investigation, litigation or proceeding relating to such Seller in which any Indemnified Party becomes involved as a result of any of the security interest in the Collateraltransactions contemplated hereby; (xviiix) any inability to litigate any claim against any Obligor in respect of any Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding; (x) any failure by either Seller to give reasonably equivalent value vest and maintain vested in the applicable transferee hereunder or Buyer, or to Transfer to the applicable Originator in consideration for transferee hereunder or Buyer, legal and equitable title to, and ownership of, the transfer Receivables, the Related Security and the Collections, free and clear of any Adverse Claim (except as created by the applicable Originator to Transaction Documents); (xi) any action or omission by such Seller which reduces or impairs the rights of the applicable transferee with respect to any Receivable or the value of any item of Collateral or such Receivable; and (xii) any attempt by any Person to void or otherwise avoid any such transfer Transfer hereunder under any statutory provision provisions or common law or equitable action, including, without limitation, any provision . Table of the Bankruptcy Code; (xviii) the use of the proceeds of the Advance in a manner other than as provided in this Agreement and the Sale Agreements; or (xix) the failure of either Seller, any of the Originators or any of their respective agents or representatives to remit to the Servicer or the Administrative Agent or the Purchaser Agents, Collections on the Collateral remitted to such Seller, such Originator, the Servicer or any such agent or representative. (b) Any amounts subject to the indemnification provisions of this Section 11.1 shall be paid by the Sellers to the Indemnified Party within five Business Days following such Person’s demand therefor. (c) If for any reason the indemnification provided above in this Section 11.1 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Sellers or the Servicer, as the case may be, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Sellers or the Servicer, as the case may be, on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (d) The obligations of the Sellers under this Section 11.1 shall survive the resignation or removal of the Administrative Agent, the Purchaser Agents, the Servicer, the Backup Servicer or the Collateral Custodian and the termination of this Agreement.Contents

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: (a) the sale, transfer and assignment by the Sellers to the Purchaser of this Agreement or having a Receivable, other than a Quebec Receivable, which at the time of such transfer was not an interest in Eligible Receivable; (b) the Collateral or Payment by the Purchaser to the Sellers, in respect of any Loan included in a Quebec Receivable, which at the Collateral, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part time 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 thenPayment, the recipient shall repay to such Seller(s), ratably in accordance with the indemnity payment(s) actually made by such Seller(s), was not 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:Eligible Receivable; (ic) reliance on any representation or warranty made or deemed to be made by either Seller, the Servicer Sellers (if the applicable Originator or one of its Affiliates is the Servicer) or any of their respective officers under directors and officers) in or in connection with this Agreement Agreement, any Periodic Report or any other Transaction Document, Related Document which shall have been false or was incorrect in any material respect when made or deemed made or delivered; (iid) the failure by either Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) Sellers to comply with any term, provision or covenant contained in this Agreement or any agreement executed in connection with this Agreement, or with any Applicable Law, applicable Law with respect to any Collateral Receivable that would constitute an Eligible Receivable hereunder and any Contract or Related Security in respect thereof, or to perform its material obligations under any such Contract, or the nonconformity non-conformity of any Collateral such Receivable, Contract or Related Security with any such Applicable applicable Law; (iiie) the failure to sell, assign, transfer and convey absolutely to the Purchaser either legal or equitable ownership in, and to vest in and maintain vested in the Administrative AgentPurchaser such Receivables as are, as agent or are intended to be, Purchased Receivables and all Collections and Related Security related thereto, and/or the failure to transfer such Collections received by the Sellers to the Securitization Agent for the Secured Partiesbenefit of the Purchaser, a first priority security interest in the Collateral, together with all Collections, free and clear of any Lien (other than Permitted Liens) whether existing at the time of the Advance purchase under this Agreement or intended purchase thereof or arising at any time thereafter); (f) the failure to file in a timely fashion financing statements or other similar instruments or documents, or instruments of assignment, under any applicable Law with respect to this Agreement or any Purchase under this Agreement, whether at the time of any Purchase or at any time thereafter; (ivg) [Reserved]the payment by the Purchaser of any amount of Collections to the Sellers which, for any reason whatsoever, should not have been paid to the Sellers; (v) the failure to file, or any delay in filing, financing statements, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws with respect to any Collateral, whether at the time of the Advance or at any subsequent time; (vih) any dispute, claim, offset set-off or defense defence of an Obligor (other than as a result of the Obligor's discharge in bankruptcy or a statutory limitation on the rights of the Obligorsecured parties to exercise their remedies) of the Obligor to the payment with respect to of any Collateral (includingPurchased Receivable, without limitation, including a defense defence based on the Collateral Purchased Receivables not being a legal, valid and binding obligation of such Obligor the Obligor, enforceable against it the Obligor in 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. accordance with its terms), or any other claim resulting from the sale of the merchandise any goods or services related relating to such Collateral Purchased Receivable or the furnishing or failure to furnish any such merchandise goods or services; (vii) any failure of either Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to perform its duties or obligations in accordance with the provisions of this Agreement or any of the other Transaction Documents to which it is a party or any failure by any of the Originators, either Seller or any Affiliate thereof to perform its respective duties under any Collateral; (viii) the failure of any Lock-Box Bank to remit any amounts held in a Lock-Box Account pursuant to the instructions of the Servicer or the Administrative Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Lock-Box Agreement) whether by reason of the exercise of set-off rights or otherwise; (ix) any inability to obtain any judgment in, or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of either Seller or any of the Originators to qualify to do business or file any notice or business activity report or any similar report; (x) any action taken by either Seller or any of the Originators (in its capacity as the Servicer) in the enforcement or collection of any Collateral; (xii) any products liability claim or personal injury or property damage claim, suit or other similar or related claim or action of whatever whatsoever sort arising out of or in connection with the Related Property any goods or services that are the subject of any CollateralPurchased Receivable or Contract related thereto; (xiij) any claimfailure of the Sellers to perform or observe any of their duties, suit covenants or action obligations under this Agreement, the Cheque Deposit Agreement or any other agreement relating hereto or contemplated hereby; (k) any Canadian, foreign, federal, provincial, state, municipal, local or other Tax of any kind arising out or nature whatsoever that may be imposed on the Securitization Agent or the Purchaser on account of any payment made under this Article 9; provided that, in respect of any such Taxes for which the Purchaser may be liable, the Sellers shall indemnify and hold harmless the Purchaser only in respect of any such Taxes imposed after the date of this Agreement; (l) any Canadian, foreign, federal, provincial, state, municipal, local or other Tax of any kind or nature whatsoever that may be imposed on the Purchaser or the Purchased Assets (except for Taxes on the net income, profits or capital of the Purchaser and any additional Taxes that result solely by virtue of an assignment by the Purchaser to or the exercise of any rights under this Agreement by a non-resident of Canada) with respect to, or resulting from any delay in paying or any omission to pay, any Taxes required to be paid, deducted or withheld and remitted, in connection with the execution, delivery, filing, recording and enforcement hereof and of the Related Documents or in connection with Environmental Laws the consummation of the transactions (including, but not limited to, with respect to any REO Asset) including any vicarious liability; (xiii) the failure by either Seller to pay when due any Taxes for which such Seller is liable, including without limitation, sales, excise or personal property taxes payable in connection with the Collateral; (xiv) any repayment Purchase by the Administrative Agent, Purchaser of Purchased Receivables and Related Security related thereto) or performance of the obligations contemplated hereby and thereby; provided that the Purchaser Agents shall first provide the Sellers with reasonable documentary evidence that such Taxes or a Secured Party of any amount previously distributed in reduction of Advances Outstanding or payment of Interest or any other amount payments are due hereunder, which amount the Administrative Agent, and owing by the Purchaser Agents or a Secured Party believes in good faith is required to be repaid; (xv) the commingling of Collections on the Collateral at any time with other funds; (xvi) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of the Advance or the security interest in the Collateral; (xvii) any failure by either Seller to give reasonably equivalent value to the applicable Originator in consideration for the transfer by the applicable Originator to and further provided that no such Seller of any item of Collateral or any attempt by any Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; (xviii) the use of the proceeds of the Advance in a manner other than as provided in this Agreement and the Sale Agreements; or (xix) the failure of either Seller, any of the Originators or any of their respective agents or representatives to remit to the Servicer or the Administrative Agent or the Purchaser Agents, Collections on the Collateral remitted to such Seller, such Originator, the Servicer or any such agent or representative. (b) Any amounts subject to the indemnification provisions of this Section 11.1 gross-up shall be paid by the Sellers to the Indemnified Party within five Business Days following such Person’s demand therefor. (c) If for any reason the indemnification provided above in this Section 11.1 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmlessrequired, then the Sellers or the Serviceror, as the case may be, any such payment otherwise required shall contribute be reduced, in either case, to the extent of, determined in the sole discretion of the Purchaser, any benefit, deduction, credit or other reduction in Taxes received by or otherwise allowed to the Purchaser in respect of any such payment; or (m) any remittance from Collections which may be required by the Minister of National Revenue pursuant to the Excise Tax Act (Canada), provided that any payment required under this Section 9.1(m) shall be reduced to the extent of, 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. determined in the sole discretion of the Purchaser, any benefit, deduction, credit or other reduction in Taxes received by or otherwise allowed to the Purchaser in respect of any such payment, excluding, however, in each case, Indemnified Amounts to the extent resulting from: (i) the failure of any Obligor to pay an amount paid owing under a Purchased Receivable or payable any Related Security; (ii) the gross negligence, wilful misconduct or breach of contract on the part of any Indemnified Party; (iii) recourse (except as otherwise specifically provided in this Agreement) for uncollectable Receivables; (iv) any overall net income taxes or franchise taxes imposed on such Indemnified Party by the jurisdiction under the laws of which such Indemnified Party is organized or any political subdivision thereof; or (v) any consequential, punitive or exemplary damages. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Sellers of the commencement of any lawsuit, investigation, claim or dispute to be made by the Indemnified Party or by any other Person (collectively, a "Lawsuit"); provided, however, that the failure to notify the Sellers shall not relieve the Sellers from any liability or obligation that it may have hereunder, except to the extent the Sellers are actually prejudiced thereby. Following such notification, the Sellers may elect in writing to assume the defence of any Lawsuit (and the costs related thereto) commenced by a third party and the Indemnified Party and the Sellers shall reasonably co-operate in connection therewith and, upon such election, the Sellers shall not be liable for any legal costs subsequently incurred by such Indemnified Party as a result (other than costs of such loss, claim, damage investigation or liability in such proportion as is appropriate the production of documents or witnesses) unless (i) the Sellers have failed to reflect not only the relative benefits received by provide legal counsel reasonably satisfactory to such Indemnified Party on in a timely manner or (ii) such Indemnified Party shall have been advised by legal counsel that (A) the one hand and the Sellers or the Servicer, as the case may be, on the other hand but also the relative fault representation of such Indemnified Party as well as by legal counsel selected by the Sellers would be inappropriate due to actual or potential conflicts of interest or (B) there may be significant legal defences available to such Indemnified Party that are different from or additional to those available to the Sellers or any other relevant equitable considerations. (d) The obligations Indemnified Party represented by such legal counsel. In no event, however, shall the Sellers, in connection with any one action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one law firm (together with any appropriate local counsel) at any time acting for all Indemnified Parties hereunder. Notwithstanding anything to the contrary contained herein, the Sellers under this Section 11.1 shall survive not have any obligation to hold harmless or indemnify any Indemnified Party hereunder or pay any legal costs for any Indemnified Party if such Indemnified Party enters into any settlement of a Lawsuit without the resignation or removal prior consent of the Administrative AgentSellers, the Purchaser Agents, the Servicer, the Backup Servicer or the Collateral Custodian and the termination of this Agreementwhich consent shall not be unreasonably withheld.

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): (i) any representation Pool Receivable which any Seller or the Servicer includes as an Eligible Receivable as part of the Net Pool Balance but which is not an Eligible Receivable at such time; (ii) any representation, warranty or statement made or deemed made by either Seller, the Servicer any Seller (if the applicable Originator or one of its Affiliates is the Servicer) or any of their its respective officers officers) under or in connection with this Agreement Agreement, any of the other Transaction Documents, any Information Package, any Purchase Report or any other Transaction Document, information or report delivered by or on behalf of any Seller pursuant hereto which shall have been false untrue or incorrect in any material respect when made or deemed made or deliveredmade; (iiiii) the failure by either any Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to comply with any term, provision or covenant contained in this Agreement or any agreement executed in connection with this Agreement, or with any Applicable Law, Law with respect to any Collateral Pool Receivable or the nonconformity related Contract; or the failure of any Collateral with Pool Receivable or the related Contract to conform to any such Applicable Law; (iiiiv) the failure to vest and maintain vested in the Administrative Agent, as agent for the Secured Parties, Agent a first priority perfected ownership or security interest in all or any portion of the CollateralSupport Assets, together with all Collections, in each case free and clear of any Lien (other than Permitted Liens) whether existing at the time of the Advance or at any time thereafter; (iv) [Reserved]Adverse Claim; (v) the failure to filehave filed, or any delay in filing, financing statements, financing statement amendments, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws with respect to any CollateralPool Receivable and the other Support Assets and Collections in respect thereof, whether at the time of the Advance any Investment or at any subsequent time; (vi) any dispute, claim or defense (other than discharge in bankruptcy) of an Obligor to the payment of any Pool Receivable (including (x) a defense based on such Pool Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms or (y) any dispute between an Advertiser Obligor and the related Agency Obligor as to which Person or Persons are obligated to make payment on a Receivable (whether before or after an Advertiser Obligor remits payment to an Agency Obligor)), or any other claim resulting from or relating to collection activities with respect to such Pool Receivable; (vii) any failure of any Seller to perform any of its duties or obligations in accordance with the provisions hereof and of each other Transaction Document related to Pool Receivables or to timely and fully comply with the Credit and Collection Policy in regard to each Pool Receivable; (viii) any products liability, environmental or other claim arising out of or in connection with any Pool Receivable or other merchandise, goods or services which are the subject of or related to any Pool Receivable; (ix) the commingling of Collections of Pool Receivables at any time with other funds (including the commingling of Collections of Pool Receivables with Subject Collections); (x) any investigation, litigation or proceeding (actual or threatened) related to this Agreement or any other Transaction Document or the use of proceeds of any Investments or in respect of any Pool Receivable or other Support Assets or any related Contract; (xi) any failure of any Seller to comply with its covenants, obligations and agreements contained in this Agreement or any other Transaction Document; (xii) any setoff with respect to any Pool Receivable; (xiii) any funds that are remitted by or on behalf of any Advertiser Obligor to an Agency Obligor with respect to any Sequential Receivable that are not subsequently remitted by or on behalf of such Agency Obligor to any Originator, any Seller, the Servicer or any other Person on their behalf within one hundred twenty (120) days of such receipt; (xiv) any failure of any Seller or any Originator to perform any of their respective duties or obligations under any Contract related to any Unperformed Receivable; (xv) any claim brought by any Person other than a Seller Indemnified Party arising from any activity by any Seller or any Affiliate of any Seller in servicing, administering or collecting any Pool Receivable; (xvi) [Reserved]; (xvii) any failure of a Lock-Box Bank to comply with the terms of the applicable Lock-Box Agreement or any amounts payable by the Administrative Agent to a Lock-Box Bank under any Lock-Box Agreement; (xviii) any dispute, claim, offset or defense (other than the discharge in bankruptcy of the Obligor) of the Obligor to the payment with respect to of any Collateral Pool Receivable (including, without limitation, including a defense based on such Pool Receivable or the Collateral related Contract or Agency Letter not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of goods or the merchandise or rendering of services related to such Collateral Pool Receivable or the furnishing or failure to furnish any such merchandise goods or servicesservices or other similar claim or defense not arising from the financial inability of any Obligor to pay undisputed indebtedness; (viixix) any failure of either Seller action taken by the Administrative Agent as attorney-in-fact for any Seller, any Originator or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) pursuant to perform its duties or obligations in accordance with the provisions of this Agreement or any of the other Transaction Documents to which it is a party or any failure by any of the Originators, either Seller or any Affiliate thereof to perform its respective duties under any CollateralDocument; (viiixx) the failure use of proceeds of any Lock-Box Bank to remit any amounts held in a Lock-Box Account pursuant to the instructions of the Servicer or the Administrative Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Lock-Box Agreement) whether by reason of the exercise of set-off rights or otherwiseInvestment; (ixxxi) any inability to obtain any judgment in, or utilize the court or other adjudication system of, any state reduction in which an Obligor may be located Capital as a result of the failure distribution of either Seller or any of the Originators to qualify to do business or file any notice or business activity report or any similar report; (x) any action taken by either Seller or any of the Originators (in its capacity as the Servicer) in the enforcement or collection of any Collateral; (xi) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with the Related Property or services that are the subject of any Collateral; (xii) any claim, suit or action of any kind arising out of or in connection with Environmental Laws (including, but not limited to, with respect to any REO Asset) including any vicarious liability; (xiii) the failure by either Seller to pay when due any Taxes for which such Seller is liable, including without limitation, sales, excise or personal property taxes payable in connection with the Collateral; (xiv) any repayment by the Administrative Agent, the Purchaser Agents Collections if all or a Secured Party portion of any amount previously distributed in reduction of Advances Outstanding or payment of Interest or any other amount due hereunder, which amount the Administrative Agent, the Purchaser Agents or a Secured Party believes in good faith is required to such distributions shall thereafter be repaid; (xv) the commingling of Collections on the Collateral at any time with other funds; (xvi) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of the Advance or the security interest in the Collateral; (xvii) any failure by either Seller to give reasonably equivalent value to the applicable Originator in consideration for the transfer by the applicable Originator to such Seller of any item of Collateral or any attempt by any Person to void rescinded or otherwise avoid must be returned for any such transfer under any statutory provision or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; (xviii) the use of the proceeds of the Advance in a manner other than as provided in this Agreement and the Sale Agreementsreason; or (xixxxii) the any failure of either Sellerto receive consent from any Obligor for any transfer, any sale or assignment of the Originators related Receivable or any of their respective agents or representatives to remit to the Servicer or the Administrative Agent or the Purchaser Agents, Collections on the Collateral remitted to such Seller, such Originator, the Servicer or any such agent or representativeproceeds thereof. (b) Any amounts subject to the indemnification provisions of this Section 11.1 shall be paid by the Sellers to the Indemnified Party within five Business Days following such Person’s demand therefor. (c) If for any reason the foregoing indemnification provided above in this Section 11.1 is unavailable to the any Seller Indemnified Party or is insufficient to hold an Indemnified Party it harmless, then the Sellers or the Servicershall, as the case may bejointly and severally, shall contribute to such Seller Indemnified Party the amount paid or payable by such Seller Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party economic interests of the Sellers and their Affiliates on the one hand and the Sellers or the Servicer, as the case may be, such Seller Indemnified Party on the other hand but also in the matters contemplated by this Agreement as well as the relative fault of the Sellers and their Affiliates and such Seller Indemnified Party as well as with respect to such loss, claim, damage or liability and any other relevant equitable considerations. (d) . The reimbursement, indemnity and contribution obligations of the Sellers under this Section 11.1 shall be in addition to any liability which the Sellers may otherwise have, shall extend upon the same terms and conditions to each Seller Indemnified Party, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Sellers and the Seller Indemnified Parties. (c) Any indemnification or contribution under this Section shall survive the resignation or removal of the Administrative Agent, the Purchaser Agents, the Servicer, the Backup Servicer or the Collateral Custodian and the termination of this Agreement.

Indemnities by the Sellers. (a) Without limiting any other rights that any such Person which the Purchaser 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 its assigns and officerstransferees (each, directors, employees and agents thereof (collectively, the an “Indemnified PartiesParty”), forthwith on demand, ) from and against any and all damagesclaims, losses, claims, liabilities and related costs and expensesliabilities, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) ), awarded against or incurred by such any 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 Purchase of any Transferred Receivables or in respect of any Loan included in the CollateralTransferred Receivable or any related Contract, excludingincluding, howeverwithout limitation, (a) Indemnified Amounts to the extent resulting from gross negligence arising out of 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 froma result of: (i) the inclusion, or purported inclusion, in any Purchase of any Receivable that is not an Eligible Receivable on the date of such Purchase, or the characterization in any Seller Report or other written statement made by or on behalf of such Seller of any Transferred Receivable as an Eligible Receivable which, as of the date of such Seller Report or other statement is not an Eligible Receivable; (ii) any representation or warranty or statement made or deemed made by either Seller, the Servicer such Seller (if the applicable Originator or one of its Affiliates is the Servicer) or any of their respective officers its officers) under or in connection with this Agreement or any other Transaction DocumentAgreement, which shall have been false or incorrect in any material respect when made or deemed made or delivered; (ii) the failure by either Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to comply with any term, provision or covenant contained in this Agreement or any agreement executed in connection with this Agreement, or with any Applicable Law, with respect to any Collateral or the nonconformity of any Collateral with any such Applicable Lawmade; (iii) the failure by such Seller to comply with any applicable law, rule or regulation with respect to any Transferred Receivable or the related Contract; or the failure of any Transferred Receivable or the related Contract to conform to any such applicable law, rule or regulation; or the failure by such Seller to pay, remit or account for any taxes (including PST, GST, VAT and United States sales taxes) related to or included in a Transferred Receivable when due; (iv) the failure to vest and maintain vested in the Administrative AgentPurchaser absolute ownership of the Receivables that are, as agent for or that purport to be, the Secured Parties, subject of a first priority security interest Purchase under this Agreement and Collections in the Collateral, together with all Collectionsrespect thereof, free and clear of any Lien (other than Permitted Liens) whether existing at the time of the Advance or at any time thereafter; (iv) [Reserved]Adverse Claim; (v) the failure of such Seller to filehave filed or sent, or any delay in filingfiling or sending, financing statements, continuation statements notices or other similar instruments or documents under the UCC UCC, Quebec law or the PPSA of any applicable jurisdiction or other Applicable Laws applicable laws with respect to any CollateralReceivables that are, or that purport to be, the subject of a Purchase under this Agreement and Collections in respect thereof, whether at the time of the Advance any Purchase or at any subsequent time; or the failure to have properly notified any Obligor of the transfer, sale or assignment of any Receivable pursuant to this Agreement and the Sale Agreement, to the extent such notice is required to perfect the same under Finnish law, Norwegian law or Swedish law; for purposes of this clause (v), “perfect” under Finnish law, Norwegian law and Swedish law means to render opposable, publish and allow the setting up of the purchaser’s interest in, and right to collect payment under, the assets which are the subject of such transfer, sale and assignment, and to make opposable, publish and allow the setting up of such transfer, sale and assignment as against Obligors and other third parties, including any trustee in bankruptcy; provided, however, that, for the purposes of this clause (v), “perfect” shall not include the actions referred to in clause (i) to the first proviso to the first sentence of Section 6.02; (vi) any dispute, claim, offset or defense (other than the discharge in bankruptcy of the Obligor) of the Obligor to the payment with respect of any Receivable that is, or that purports to any Collateral be, the subject of a Purchase under this Agreement (including, without limitation, a defense based on such Receivable or the Collateral related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from but only to the sale extent such Seller has not paid a deemed Collection on account of the merchandise or services related such Receivable pursuant to such Collateral or the furnishing or failure to furnish such merchandise or servicesSection 2.04(a); (vii) the inclusion as a Transferred Receivable in any failure Seller Report or other written statement made by or on behalf of either such Seller or the Servicer (if the applicable Originator or one of its Affiliates any receivable which is the Servicer) to perform its duties or obligations in accordance with the provisions of this Agreement or any an Excluded Receivable as of the date of such Seller Report or other Transaction Documents to which it is a party or any failure by any of the Originators, either Seller or any Affiliate thereof to perform its respective duties under any Collateralstatement; (viii) the failure of any Lock-Box Bank to remit any amounts held in a Lock-Box Account pursuant to the instructions of the Servicer or the Administrative Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Lock-Box Agreement) whether by reason of the exercise of set-off rights or otherwise; (ix) any inability to obtain any judgment in, or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of either Seller or any of the Originators to qualify to do business or file any notice or business activity report or any similar report; (x) any action taken by either Seller or any of the Originators (in its capacity as the Servicer) in the enforcement or collection of any Collateral; (xi) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with the Related Property merchandise or services that which are the subject of any CollateralContract relating to a Transferred Receivable; (xii) any claim, suit or action of any kind arising out of or in connection with Environmental Laws (including, but not limited to, with respect to any REO Asset) including any vicarious liability; (xiii) the failure by either Seller to pay when due any Taxes for which such Seller is liable, including without limitation, sales, excise or personal property taxes payable in connection with the Collateral; (xiv) any repayment by the Administrative Agent, the Purchaser Agents or a Secured Party of any amount previously distributed in reduction of Advances Outstanding or payment of Interest or any other amount due hereunder, which amount the Administrative Agent, the Purchaser Agents or a Secured Party believes in good faith is required to be repaid; (xvix) the commingling of Collections on the Collateral of Transferred Receivables by such Seller or a designee of such Seller, as Servicer or otherwise, at any time with other fundsfunds of such Seller or an Affiliate of such Seller; (xvix) any investigation, litigation or proceeding (brought by a Person other than an Indemnified Party) related to this Agreement or the use of proceeds of the Advance Purchases or the security interest ownership of Receivables, the Related Security, or Collections with respect thereto or in the Collateralrespect of any Receivable, Related Security or related Contract; (xviixi) any failure of such Seller to perform and comply with its covenants and obligations contained in this Agreement; (xii) any claim brought by any Person other than an Indemnified Party arising from any activity by such Seller or any Affiliate of such Seller in servicing, administering or collecting any Transferred Receivable; (xiii) any failure by either Seller the Nordtrac Group to give reasonably equivalent value provide a notice to the applicable Originator an Obligor required hereunder in consideration for the transfer by the applicable Originator to such Seller respect of any item of Collateral or any attempt by any Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable action, including, without limitation, any provision of the Bankruptcy CodeReceivable; (xviiixiv) the use of the proceeds of the Advance in a manner other than as provided in this Agreement and the Sale Agreementsany Dilution with respect to any Transferred Receivable; or (xixxv) any claim arising out of any failure by such Seller to obtain a consent from the failure relevant Obligor to the transfer, sale or assignment of either Sellerany Transferred Receivable pursuant to this Agreement. It is expressly agreed and understood by the parties hereto (i) that the foregoing indemnification is not intended to, any and shall not, constitute a guarantee of the Originators collectibility or payment, of the Transferred Receivables and (ii) that nothing in this Section 8.01 shall require any Seller to indemnify any Person (A) for Receivables which are not collected, not paid or uncollectible solely on account of their respective agents the insolvency, bankruptcy, or representatives financial inability to remit pay of the applicable Obligor, (B) for damages, losses, claims or liabilities or related costs or expenses to the Servicer or the Administrative Agent or the Purchaser Agents, Collections on the Collateral remitted to such Seller, such Originator, the Servicer or any such agent or representative. (b) Any amounts subject to the indemnification provisions of this Section 11.1 shall be paid by the Sellers to the Indemnified Party within five Business Days following extent resulting from such Person’s demand therefor. gross negligence or willful misconduct, or (cC) If for any reason the indemnification provided above in this Section 11.1 is unavailable to the Indemnified Party income taxes or is insufficient to hold an Indemnified Party harmless, then the Sellers or the Servicer, as the case may be, shall contribute to the amount paid or payable franchise taxes incurred by such Indemnified Party Person arising out of or as a result of this Agreement or in respect of any Transferred Receivable or any Contract, other than to the extent the same arises as a result of a breach by a Servicer (if such loss, claim, damage Servicer is a Seller or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Sellers or the Servicer, as the case may be, on the other hand but also the relative fault an Affiliate thereof) of such Indemnified Party as well as any other relevant equitable considerationsits obligations under Section 6.02(g). (d) The obligations of the Sellers under this Section 11.1 shall survive the resignation or removal of the Administrative Agent, the Purchaser Agents, the Servicer, the Backup Servicer or the Collateral Custodian and the termination of this Agreement.

Indemnities by the 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: (ia) the transfer by any Seller of any interest in any Receivable or Receivables Property or proceeds thereof which are not or which cease to be Eligible Receivables; (b) reliance on any representation or warranty or statement made or deemed made by either Seller, the Servicer any Seller (if the applicable Originator or one of its Affiliates is the Servicer) or any of their respective officers its officers) under or in connection with this Agreement or in any other Transaction Documentcertificate or report delivered pursuant hereto that, which in either case, shall have been false or incorrect in any material respect when made or deemed made or deliveredmade; (iic) the failure by either any Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to comply with any termapplicable law, provision rule or covenant contained in this Agreement or regulation of any agreement executed in connection with this Agreement, or with any Applicable Law, governmental authority with respect to any Collateral Receivable or Receivables Property, or the nonconformity of any Collateral Receivable or Receivables Property with any such Applicable Lawapplicable law, rule or regulation; (iiid) the failure to vest and maintain vested in the Administrative Agent, as agent for the Secured Parties, a first priority security Company an ownership interest in the Collateral, together with all Collectionsany Receivable or Receivables Property, free and clear of any Lien (Lien, other than Permitted Liens) a Lien arising under the Transaction Documents, whether existing at the time of the Advance purchase of such Receivable or Receivables Property or at any time thereafter;, (iv) [Reserved]; (ve) the failure to file, or any delay in filing, financing statements, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws applicable laws with respect to any Collateral, whether at the time Receivables or Receivables Property of the Advance or at any subsequent timeSeller; (vif) any dispute, claim, offset or defense (other than the discharge in bankruptcy of the Obligora Seller) of the Obligor to the payment with respect to of any Collateral Receivable of any Seller (including, without limitation, a defense based on such Receivable or the Collateral related Contract not being a legal, valid and binding obligation of such Obligor fully enforceable against it the Obligor in accordance with its terms), or any other claim resulting from the sale of the merchandise or services related to any such Collateral Receivable or the furnishing or failure to furnish such merchandise or services; (viig) any failure of either any Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to perform its duties or obligations in accordance with the provisions of under this Agreement or any of the other Transaction Documents to which it is a party or any failure by any of the Originators, either Seller or any Affiliate thereof to perform its respective duties under any CollateralDocuments; (viii) the failure of any Lock-Box Bank to remit any amounts held in a Lock-Box Account pursuant to the instructions of the Servicer or the Administrative Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Lock-Box Agreement) whether by reason of the exercise of set-off rights or otherwise; (ix) any inability to obtain any judgment in, or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of either Seller or any of the Originators to qualify to do business or file any notice or business activity report or any similar report; (x) any action taken by either Seller or any of the Originators (in its capacity as the Servicer) in the enforcement or collection of any Collateral; (xih) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with the Related Property merchandise, insurance or services that are the subject of any CollateralReceivable or Receivables Property; (xii) any claim, suit or action of any kind arising out of or in connection with Environmental Laws (including, but not limited to, with respect to any REO Asset) including any vicarious liability; (xiii) the failure by either Seller to pay when due any Taxes for which such Seller is liable, including without limitation, sales, excise or personal property taxes payable in connection with the Collateral; (xiv) any repayment by the Administrative Agent, the Purchaser Agents or a Secured Party of any amount previously distributed in reduction of Advances Outstanding or payment of Interest or any other amount due hereunder, which amount the Administrative Agent, the Purchaser Agents or a Secured Party believes in good faith is required to be repaid; (xvi) the commingling of Collections on the Collateral of Receivables at any time with other fundsfunds of any Seller; (xvij) any claim involving environmental liability that relates to any property that has been, is now or hereafter will be owned, leased, operated or otherwise used by any Seller; (k) any tax or governmental fee or charge (but not including franchise taxes and taxes upon or measured by net income of the Company), all interest and penalties thereon or with respect thereto, and all out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of any Receivable or Receivables Property, or any interest therein or in any goods which secure any such Receivables, any Receivables Property or any other rights or assets transferred hereunder; and (l) any investigation, litigation or proceeding related to this Agreement or in respect of any Receivable or Receivables Property of any Seller. Notwithstanding the use of proceeds of foregoing, no Seller shall under any circumstances be required to indemnify the Advance or the security interest Company for any Indemnified Amounts that result from any delay in the Collateral; (xvii) any failure by either Seller to give reasonably equivalent value to the applicable Originator in consideration for the transfer by the applicable Originator to such Seller collection of any item of Collateral Receivables or any attempt default by an Obligor with respect to any Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable actionReceivables. The agreements set forth in this Section 7.01 shall survive the collection of all Receivables, including, without limitation, any provision the termination of the Bankruptcy Code; (xviii) the use of the proceeds of the Advance in a manner other than as provided in this Agreement and the Sale Agreements; or (xix) the failure payment of either Seller, any of the Originators or any of their respective agents or representatives to remit to the Servicer or the Administrative Agent or the Purchaser Agents, Collections on the Collateral remitted to such Seller, such Originator, the Servicer or any such agent or representativeall amounts payable hereunder. (b) Any amounts subject to the indemnification provisions of this Section 11.1 shall be paid by the Sellers to the Indemnified Party within five Business Days following such Person’s demand therefor. (c) If for any reason the indemnification provided above in this Section 11.1 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Sellers or the Servicer, as the case may be, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Sellers or the Servicer, as the case may be, on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (d) The obligations of the Sellers under this Section 11.1 shall survive the resignation or removal of the Administrative Agent, the Purchaser Agents, the Servicer, the Backup Servicer or the Collateral Custodian and the termination of this Agreement.

Indemnities by the 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: (iA) the creation of any Lien on, or transfer by such Seller of any interest in, its Receivables and Related Assets other than (1) the sales and contributions of Receivables and Related Assets pursuant hereto, and (2) the Lien granted by the Buyer pursuant to the Credit and Security Agreement; (B) any representation or warranty made or deemed made by either Seller, the Servicer such Seller (if the applicable Originator or one of its Affiliates is the Servicer) or any of their respective officers its officers) under or in connection with this Agreement any Transaction Document or any other Transaction DocumentPurchase Report delivered by such Seller pursuant hereto, which shall have been false false, incorrect or incorrect misleading in any material respect when made or deemed made or delivered, as the case may be; (iiC) the failure by either such Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to comply with any termapplicable law, provision rule or covenant contained in this Agreement or any agreement executed in connection with this Agreement, or with any Applicable Law, regulation with respect to any Collateral of its Receivables or the related Contracts or Invoices, including, without limitation, any state or local assignment of claims act or similar legislation prohibiting or imposing notice and acknowledgement requirements or other limitations or conditions on the assignment of a Specified Government Receivable, or the nonconformity of any Collateral of such Seller's Receivables or the related Contracts or Invoices with any such Applicable Lawapplicable law, rule or regulation; (iiiD) the failure to vest and maintain vested in the Administrative Agent, as agent for the Secured PartiesBuyer, a first priority security valid and perfected ownership interest in the Collateral, together with all CollectionsReceivables and Related Assets sold or contributed by such Seller hereunder, free and clear of any Lien (other Lien, other than Permitted Liens) whether existing at the time a Lien arising solely as a result of the Advance Buyer, now or at any time thereafter; (iv) [Reserved]; (vE) the failure to file, or any delay in filing, financing statements, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws applicable laws with respect to any Collateral, whether at the time of the Advance Receivables or at any subsequent timeRelated Assets originated by such Seller and sold or contributed by such Seller hereunder; (viF) any dispute, claim, offset or defense (other than the discharge in bankruptcy of the Obligorbankruptcy) of the Obligor to the payment with respect to of any Collateral Receivable originated by such Seller (including, without limitation, a defense based on such Receivable or the Collateral related Contract or Invoice not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or services related to such Collateral Receivable or the furnishing or failure to furnish such merchandise or services; (viiG) any matter described in Section 1.4; (H) any failure of either such Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to perform its duties or obligations in accordance with the provisions of this Agreement or any of the other Transaction Documents to which it is a party or any failure by any of the Originators, either Seller or any Affiliate thereof to perform its respective duties under any Collateralparty; (viiiI) the failure any claim relating to a breach by such Seller of any Lock-Box Bank to remit any amounts held in a Lock-Box Account pursuant to the instructions of the Servicer related Contract or the Administrative Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Lock-Box Agreement) whether by reason of the exercise of set-off rights or otherwise; (ix) any inability to obtain any judgment in, or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of either Seller or any of the Originators to qualify to do business or file any notice or business activity report or any similar report; (x) any action taken by either Seller or any of the Originators (in its capacity as the Servicer) in the enforcement or collection of any Collateral; (xi) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with the Related Property or services that are the subject of any Collateral; (xii) any claim, suit or action of any kind arising out of or in connection with Environmental Laws (including, but not limited to, Invoice with respect to any REO Asset) including any vicarious liabilityReceivable; (xiiiJ) the failure by either Seller to pay when due any Taxes for which such Seller is liable, including without limitation, sales, excise sales or personal property taxes use tax payable in connection with the Collateraltransactions giving rise to any Receivable originated by such Seller, and any documentary stamp taxes or recording taxes associated with the perfection of the Buyer's ownership in the Receivables and Related Assets; (xiv) any repayment by the Administrative Agent, the Purchaser Agents or a Secured Party of any amount previously distributed in reduction of Advances Outstanding or payment of Interest or any other amount due hereunder, which amount the Administrative Agent, the Purchaser Agents or a Secured Party believes in good faith is required to be repaid; (xvK) the commingling by such Seller of Collections on the Collateral of Receivables at any time with other funds; (xviL) any investigation, litigation or proceeding related to or arising from this Agreement or the use of proceeds of the Advance or the security interest in the Collateral; (xvii) any failure by either Seller other Transaction Document to give reasonably equivalent value to the applicable Originator in consideration for the transfer by the applicable Originator to which such Seller of any item of Collateral is a party, the transactions contemplated hereby or any attempt by any Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable actionthereby, including, without limitation, any provision of the Bankruptcy Code; (xviii) the use of the proceeds of any sale, the Advance Buyer's ownership interest in the Receivables and Related Assets originated by such Seller or any other investigation, litigation or proceeding relating to such Seller or the Receivables and Related Assets originated by it in which any Seller Indemnified Party becomes involved as a manner other than as provided in this Agreement and the Sale Agreements; or (xix) the failure result of either Seller, any of the Originators transactions contemplated hereby or thereby; (M) any products or professional liability, personal injury or damage suit, or other similar claim arising out of or in connection with merchandise, insurance or services that are the subject of any Contract or Invoice or any of their respective agents or representatives to remit to the Servicer or the Administrative Agent or the Purchaser Agents, Collections on the Collateral remitted to Receivable originated by such Seller, such Originator, the Servicer or any such agent or representative.; (bN) Any amounts subject any inability to the indemnification provisions litigate any claim against any Obligor in respect of this Section 11.1 shall be paid by the Sellers to the Indemnified Party within five Business Days following such Person’s demand therefor. (c) If for any reason the indemnification provided above in this Section 11.1 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Sellers or the Servicer, as the case may be, shall contribute to the amount paid or payable Receivable originated by such Indemnified Party Seller as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party Obligor being immune from civil and commercial law and suit on the one hand grounds of sovereignty or otherwise from any legal action, suit or proceeding; or (O) the occurrence of any Event of Bankruptcy with respect to such Seller; or (P) failure of any Specified Government Receivables to be recorded in the applicable Seller's billing and accounting systems solely as a Client-Billed Receivable. In addition to Quest Diagnostics' obligations under the foregoing indemnity with respect to itself as a Seller and the Sellers or the ServicerReceivables originated by it, as the case may be, on the Quest Diagnostics hereby agrees to be jointly and severally liable with each other hand but also the relative fault of Seller for such Indemnified Party as well as any other relevant equitable considerationsSeller's indemnity obligations set forth above. (d) The obligations of the Sellers under this Section 11.1 shall survive the resignation or removal of the Administrative Agent, the Purchaser Agents, the Servicer, the Backup Servicer or the Collateral Custodian and the termination of this Agreement.

Indemnities by the 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: (iA) the creation of any Lien on, or transfer by such Seller of any interest in, its Receivables and Related Assets other than (1) the sales and contributions of Receivables and Related Assets pursuant hereto, and (2) the Lien granted by the Buyer pursuant to the Credit and Security Agreement; (B) any representation or warranty made or deemed made by either Seller, the Servicer such Seller (if the applicable Originator or one of its Affiliates is the Servicer) or any of their respective officers its officers) under or in connection with this Agreement any Transaction Document or any other Transaction DocumentPurchase Report delivered by such Seller pursuant hereto, which shall have been false false, incorrect or incorrect misleading in any material respect when made or deemed made or delivered, as the case may be; (iiC) the failure by either such Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to comply with any termapplicable law, provision rule or covenant contained in this Agreement or any agreement executed in connection with this Agreement, or with any Applicable Law, regulation with respect to any Collateral of its Receivables or the related Contracts or Invoices, or the nonconformity of any Collateral of such Seller's Receivables or the related Contracts or Invoices with any such Applicable Lawapplicable law, rule or regulation; (iiiD) the failure to vest and maintain vested in the Administrative Agent, as agent for the Secured PartiesBuyer, a first priority security valid and perfected ownership interest in the Collateral, together with all CollectionsReceivables and Related Assets sold or contributed by such Seller hereunder, free and clear of any Lien (other Lien, other than Permitted Liens) whether existing at the time a Lien arising solely as a result of the Advance Buyer, now or at any time thereafter; (iv) [Reserved]; (vE) the failure to file, or any delay in filing, financing statements, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws applicable laws with respect to any Collateral, whether at the time of the Advance Receivables or at any subsequent timeRelated Assets originated by such Seller and sold or contributed by such Seller hereunder; (viF) any dispute, claim, offset or defense (other than the discharge in bankruptcy of the Obligorbankruptcy) of the Obligor to the payment with respect to of any Collateral Receivable originated by such Seller (including, without limitation, a defense based on such Receivable or the Collateral related Contract or Invoice not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or services related to such Collateral Receivable or the furnishing or failure to furnish such merchandise or services; (viiG) any matter described in Section 1.4; (H) any failure of either such Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to perform its duties or obligations in accordance with the provisions of this Agreement or any of the other Transaction Documents to which it is a party or any failure by any of the Originators, either Seller or any Affiliate thereof to perform its respective duties under any Collateralparty; (viiiI) the failure any claim relating to a breach by such Seller of any Lock-Box Bank to remit any amounts held in a Lock-Box Account pursuant to the instructions of the Servicer related Contract or the Administrative Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Lock-Box Agreement) whether by reason of the exercise of set-off rights or otherwise; (ix) any inability to obtain any judgment in, or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of either Seller or any of the Originators to qualify to do business or file any notice or business activity report or any similar report; (x) any action taken by either Seller or any of the Originators (in its capacity as the Servicer) in the enforcement or collection of any Collateral; (xi) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with the Related Property or services that are the subject of any Collateral; (xii) any claim, suit or action of any kind arising out of or in connection with Environmental Laws (including, but not limited to, Invoice with respect to any REO Asset) including any vicarious liabilityReceivable; (xiiiJ) the failure by either Seller to pay when due any Taxes for which such Seller is liable, including without limitation, sales, excise sales or personal property taxes use tax payable in connection with the Collateraltransactions giving rise to any Receivable originated by such Seller, and any documentary stamp taxes or recording taxes associated with the perfection of the Buyer's ownership in the Receivables and Related Assets; (xiv) any repayment by the Administrative Agent, the Purchaser Agents or a Secured Party of any amount previously distributed in reduction of Advances Outstanding or payment of Interest or any other amount due hereunder, which amount the Administrative Agent, the Purchaser Agents or a Secured Party believes in good faith is required to be repaid; (xvK) the commingling by such Seller of Collections on the Collateral of Receivables at any time with other funds; (xviL) any investigation, litigation or proceeding related to or arising from this Agreement or the use of proceeds of the Advance or the security interest in the Collateral; (xvii) any failure by either Seller other Transaction Document to give reasonably equivalent value to the applicable Originator in consideration for the transfer by the applicable Originator to which such Seller of any item of Collateral is a party, the transactions contemplated hereby or any attempt by any Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable actionthereby, including, without limitation, any provision of the Bankruptcy Code; (xviii) the use of the proceeds of any sale, the Advance Buyer's ownership interest in the Receivables and Related Assets originated by such Seller or any other investigation, litigation or proceeding relating to such Seller or the Receivables and Related Assets originated by it in which any Seller Indemnified Party becomes involved as a manner other than as provided in this Agreement and the Sale Agreements; or (xix) the failure result of either Seller, any of the Originators transactions contemplated hereby or thereby; (M) any products or professional liability, personal injury or damage suit, or other similar claim arising out of or in connection with merchandise, insurance or services that are the subject of any Contract or Invoice or any of their respective agents or representatives to remit to the Servicer or the Administrative Agent or the Purchaser Agents, Collections on the Collateral remitted to Receivable originated by such Seller, such Originator, the Servicer or any such agent or representative.; (bN) Any amounts subject any inability to the indemnification provisions litigate any claim against any Obligor in respect of this Section 11.1 shall be paid by the Sellers to the Indemnified Party within five Business Days following such Person’s demand therefor. (c) If for any reason the indemnification provided above in this Section 11.1 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Sellers or the Servicer, as the case may be, shall contribute to the amount paid or payable Receivable originated by such Indemnified Party Seller as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party Obligor being immune from civil and commercial law and suit on the one hand grounds of sovereignty or otherwise from any legal action, suit or proceeding; or (O) the occurrence of any Event of Bankruptcy with respect to such Seller. In addition to Quest Diagnostics' obligations under the foregoing indemnity with respect to itself as a Seller and the Sellers or the ServicerReceivables originated by it, as the case may be, on the Quest Diagnostics hereby agrees to be jointly and severally liable with each other hand but also the relative fault of Seller for such Indemnified Party as well as any other relevant equitable considerationsSeller's indemnity obligations set forth above. (d) The obligations of the Sellers under this Section 11.1 shall survive the resignation or removal of the Administrative Agent, the Purchaser Agents, the Servicer, the Backup Servicer or the Collateral Custodian and the termination of this Agreement.

Indemnities by the 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: (ia) the transfer by any Seller of any interest in any Receivable or Receivables Property or proceeds thereof; (b) reliance on any representation or warranty or statement made or deemed made by either Seller, the Servicer any Seller (if the applicable Originator or one of its Affiliates is the Servicer) or any of their respective officers its officers) under or in connection with this Agreement or in any other Transaction Documentcertificate or report delivered pursuant hereto that, which in either case, shall have been false or incorrect in any material respect when made or deemed made or deliveredmade; (iic) the failure by either any Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to comply with any termapplicable law, provision rule or covenant contained in this Agreement or regulation of any agreement executed in connection with this Agreement, or with any Applicable Law, governmental authority with respect to any Collateral Receivable or Receivables Property, or the nonconformity of any Collateral Receivable or Receivables Property with any such Applicable Lawapplicable law, rule or regulation; (iiid) the failure to vest and maintain vested in the Administrative Agent, as agent for the Secured Parties, a first priority security Company an ownership interest in the Collateral, together with all Collectionsany Receivable or Receivables Property, free and clear of any Lien (Lien, other than Permitted Liens) a Lien arising under the Transaction Documents, whether existing at the time of the Advance purchase of such Receivable or Receivables Property or at any time thereafter; (iv) [Reserved]; (ve) the failure to file, or any delay in filing, financing statements, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws applicable laws with respect to any Collateral, whether at the time Receivables or Receivables Property of the Advance or at any subsequent timeSeller; (vif) any dispute, claim, offset or defense (other than the discharge in bankruptcy of the Obligora Seller) of the Obligor to the payment with respect to of any Collateral Receivable of any Seller (including, without limitation, a defense based on such Receivable or the Collateral related Contract not being a legal, valid and binding obligation of such Obligor fully enforceable against it the Obligor in accordance with its terms), or any other claim resulting from the sale of the merchandise or services related to any such Collateral Receivable or the furnishing or failure to furnish such merchandise or services; (viig) any failure of either any Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to perform its duties or obligations in accordance with the provisions of under this Agreement or any of the other Transaction Documents to which it is a party or any failure by any of the Originators, either Seller or any Affiliate thereof to perform its respective duties under any CollateralDocuments; (viii) the failure of any Lock-Box Bank to remit any amounts held in a Lock-Box Account pursuant to the instructions of the Servicer or the Administrative Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Lock-Box Agreement) whether by reason of the exercise of set-off rights or otherwise; (ix) any inability to obtain any judgment in, or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of either Seller or any of the Originators to qualify to do business or file any notice or business activity report or any similar report; (x) any action taken by either Seller or any of the Originators (in its capacity as the Servicer) in the enforcement or collection of any Collateral; (xih) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with the Related Property merchandise, insurance or services that are the subject of any CollateralReceivable or Receivables Property; (xii) any claim, suit or action of any kind arising out of or in connection with Environmental Laws (including, but not limited to, with respect to any REO Asset) including any vicarious liability; (xiii) the failure by either Seller to pay when due any Taxes for which such Seller is liable, including without limitation, sales, excise or personal property taxes payable in connection with the Collateral; (xiv) any repayment by the Administrative Agent, the Purchaser Agents or a Secured Party of any amount previously distributed in reduction of Advances Outstanding or payment of Interest or any other amount due hereunder, which amount the Administrative Agent, the Purchaser Agents or a Secured Party believes in good faith is required to be repaid; (xvi) the commingling of Collections on the Collateral of Receivables at any time with other fundsfunds of any Seller; (xvij) any claim involving environmental liability that relates to any property that has been, is now or hereafter will be owned, leased, operated or otherwise used by any Seller; (k) any tax or governmental fee or charge (but not including franchise taxes and taxes upon or measured by net income of the Company), all interest and penalties thereon or with respect thereto, and all out-of- pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of any Receivable or Receivables Property, or any interest therein or in any goods which secure any such Receivables, any Receivables Property or any other rights or assets transferred hereunder; and (l) any investigation, litigation or proceeding related to this Agreement or in respect of any Receivable or Receivables Property of any Seller. Notwithstanding the use of proceeds of foregoing, no Seller shall under any circumstances be required to indemnify the Advance or the security interest Company for any Indemnified Amounts that result from any delay in the Collateral; (xvii) any failure by either Seller to give reasonably equivalent value to the applicable Originator in consideration for the transfer by the applicable Originator to such Seller collection of any item of Collateral Receivables or any attempt default by an Obligor with respect to any Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable actionReceivables. The agreements set forth in this Section 7.01 shall survive the collection of all Receivables, including, without limitation, any provision the termination of the Bankruptcy Code; (xviii) the use of the proceeds of the Advance in a manner other than as provided in this Agreement and the Sale Agreements; or (xix) the failure payment of either Seller, any of the Originators or any of their respective agents or representatives to remit to the Servicer or the Administrative Agent or the Purchaser Agents, Collections on the Collateral remitted to such Seller, such Originator, the Servicer or any such agent or representativeall amounts payable hereunder. (b) Any amounts subject to the indemnification provisions of this Section 11.1 shall be paid by the Sellers to the Indemnified Party within five Business Days following such Person’s demand therefor. (c) If for any reason the indemnification provided above in this Section 11.1 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Sellers or the Servicer, as the case may be, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Sellers or the Servicer, as the case may be, on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (d) The obligations of the Sellers under this Section 11.1 shall survive the resignation or removal of the Administrative Agent, the Purchaser Agents, the Servicer, the Backup Servicer or the Collateral Custodian and the termination of this Agreement.

Indemnities by the 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): (i) any representation Pool Receivable which any Seller or the Servicer includes as an Eligible Receivable as part of the Net Pool Balance but which is not an Eligible Receivable at such time; (ii) any representation, warranty or statement made or deemed made by either Seller, the Servicer any Seller (if the applicable Originator or one of its Affiliates is the Servicer) or any of their its respective officers officers) under or in connection with this Agreement Agreement, any of the other Transaction Documents, any Information Package, any Purchase Report or any other Transaction Document, information or report delivered by or on behalf of any Seller pursuant hereto which shall have been false untrue or incorrect in any material respect when made or deemed made or deliveredmade; (iiiii) the failure by either any Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to comply with any term, provision or covenant contained in this Agreement or any agreement executed in connection with this Agreement, or with any Applicable Law, Law with respect to any Collateral Pool Receivable or the nonconformity related Contract; or the failure of any Collateral with Pool Receivable or the related Contract to conform to any such Applicable Law; (iiiiv) the failure to vest and maintain vested in the Administrative Agent, as agent for the Secured Parties, Agent a first priority perfected ownership or security interest in all or any portion of the CollateralSupport Assets, together with all Collections, in each case free and clear of any Lien (other than Permitted Liens) whether existing at the time of the Advance or at any time thereafter; (iv) [Reserved]Adverse Claim; (v) the failure to filehave filed, or any delay in filing, financing statements, financing statement amendments, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws with respect to any CollateralPool Receivable and the other Support Assets and Collections in respect thereof, whether at the time of the Advance any Investment or at any subsequent time; (vi) any dispute, claim or defense (other than discharge in bankruptcy) of an Obligor to the payment of any Pool Receivable (including (x) a defense based on such Pool Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms or (y) any dispute between an Advertiser Obligor and the related Agency Obligor as to which Person or Persons are obligated to make payment on a Receivable (whether before or after an Advertiser Obligor remits payment to an Agency Obligor)), or any other claim resulting from or relating to collection activities with respect to such Pool Receivable; (vii) any failure of any Seller to perform any of its duties or obligations in accordance with the provisions hereof and of each other Transaction Document related 119 to Pool Receivables or to timely and fully comply with the Credit and Collection Policy in regard to each Pool Receivable; (viii) any products liability, environmental or other claim arising out of or in connection with any Pool Receivable or other merchandise, goods or services which are the subject of or related to any Pool Receivable; (ix) the commingling of Collections of Pool Receivables at any time with other funds (including the commingling of Collections of Pool Receivables with Subject Collections); (x) any investigation, litigation or proceeding (actual or threatened) related to this Agreement or any other Transaction Document or the use of proceeds of any Investments or in respect of any Pool Receivable or other Support Assets or any related Contract; (xi) any failure of any Seller to comply with its covenants, obligations and agreements contained in this Agreement or any other Transaction Document; (xii) any setoff with respect to any Pool Receivable; (xiii) any funds that are remitted by or on behalf of any Advertiser Obligor to an Agency Obligor with respect to any Sequential Receivable that are not subsequently remitted by or on behalf of such Agency Obligor to any Originator, any Seller, the Servicer or any other Person on their behalf within one hundred twenty (120) days of such receipt; (xiv) any failure of any Seller or any Originator to perform any of their respective duties or obligations under any Contract related to any Early-Bill Receivable; (xv) any claim brought by any Person other than a Seller Indemnified Party arising from any activity by any Seller or any Affiliate of any Seller in servicing, administering or collecting any Pool Receivable; (xvi) any investigation, litigation or proceeding (actual or threatened) related to or in respect of any Subject Receivables or any Subject Collections; (xvii) any failure of a Lock-Box Bank to comply with the terms of the applicable Lock-Box Agreement or any amounts payable by the Administrative Agent to a Lock-Box Bank under any Lock-Box Agreement; (xviii) any dispute, claim, offset or defense (other than the discharge in bankruptcy of the Obligor) of the Obligor to the payment with respect to of any Collateral Pool Receivable (including, without limitation, including a defense based on such Pool Receivable or the Collateral related Contract or Agency Letter not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of goods or the merchandise or rendering of services related to such Collateral Pool Receivable or the furnishing or failure to 120 furnish any such merchandise goods or servicesservices or other similar claim or defense not arising from the financial inability of any Obligor to pay undisputed indebtedness; (viixix) any failure of either Seller action taken by the Administrative Agent as attorney-in-fact for any Seller, any Originator or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) pursuant to perform its duties or obligations in accordance with the provisions of this Agreement or any of the other Transaction Documents to which it is a party or any failure by any of the Originators, either Seller or any Affiliate thereof to perform its respective duties under any CollateralDocument; (viiixx) the failure use of proceeds of any Lock-Box Bank to remit any amounts held in a Lock-Box Account pursuant to the instructions of the Servicer or the Administrative Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Lock-Box Agreement) whether by reason of the exercise of set-off rights or otherwiseInvestment; (ixxxi) any inability to obtain any judgment in, or utilize the court or other adjudication system of, any state reduction in which an Obligor may be located Capital as a result of the distribution of Collections if all or a portion of such distributions shall thereafter be rescinded or otherwise must be returned for any reason; (xxii) any failure to receive consent from any Obligor for any transfer, sale or assignment of either the related Receivable or any proceeds thereof; or (xxiii) any civil penalty or fine assessed by OFAC or any other Governmental Authority administering any Anti-Terrorism Law, Anti-Corruption Law or Sanctions, and all reasonable costs and expenses (including reasonable documented legal fees and disbursements) incurred in connection with defense thereof by, any Seller Indemnified Party in connection with the Transaction Documents as a result of any action of any Seller or any of the Originators to qualify to do business or file any notice or business activity report or any similar report; (x) any action taken by either Seller or any of the Originators (in its capacity as the Servicer) in the enforcement or collection of any Collateral; (xi) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with the Related Property or services that are the subject of any Collateral; (xii) any claim, suit or action of any kind arising out of or in connection with Environmental Laws (including, but not limited to, with respect to any REO Asset) including any vicarious liability; (xiii) the failure by either Seller to pay when due any Taxes for which such Seller is liable, including without limitation, sales, excise or personal property taxes payable in connection with the Collateral; (xiv) any repayment by the Administrative Agent, the Purchaser Agents or a Secured Party of any amount previously distributed in reduction of Advances Outstanding or payment of Interest or any other amount due hereunder, which amount the Administrative Agent, the Purchaser Agents or a Secured Party believes in good faith is required to be repaid; (xv) the commingling of Collections on the Collateral at any time with other funds; (xvi) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of the Advance or the security interest in the Collateral; (xvii) any failure by either Seller to give reasonably equivalent value to the applicable Originator in consideration for the transfer by the applicable Originator to such Seller of any item of Collateral or any attempt by any Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; (xviii) the use of the proceeds of the Advance in a manner other than as provided in this Agreement and the Sale Agreements; or (xix) the failure of either Seller, any of the Originators or any of their respective agents or representatives to remit to the Servicer or the Administrative Agent or the Purchaser Agents, Collections on the Collateral remitted to such Seller, such Originator, the Servicer or any such agent or representativeAffiliates. (b) Any amounts subject to the indemnification provisions of this Section 11.1 shall be paid by the Sellers to the Indemnified Party within five Business Days following such Person’s demand therefor. (c) If for any reason the foregoing indemnification provided above in this Section 11.1 is unavailable to the any Seller Indemnified Party or is insufficient to hold an Indemnified Party it harmless, then the Sellers or the Servicershall, as the case may bejointly and severally, shall contribute to such Seller Indemnified Party the amount paid or payable by such Seller Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party economic interests of the Sellers and their Affiliates on the one hand and the Sellers or the Servicer, as the case may be, such Seller Indemnified Party on the other hand but also in the matters contemplated by this Agreement as well as the relative fault of the Sellers and their Affiliates and such Seller Indemnified Party as well as with respect to such loss, claim, damage or liability and any other relevant equitable considerations. (d) . The reimbursement, indemnity and contribution obligations of the Sellers under this Section 11.1 shall be in addition to any liability which the Sellers may otherwise have, shall extend upon the same terms and conditions to each Seller Indemnified Party, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Sellers and the Seller Indemnified Parties. (c) Any indemnification or contribution under this Section shall survive the resignation or removal of the Administrative Agent, the Purchaser Agents, the Servicer, the Backup Servicer or the Collateral Custodian and the termination of this Agreement.

Indemnities by the Sellers. (a) Without limiting any other rights that any such Person which the Purchaser 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 its assigns and officerstransferees (each, directors, employees and agents thereof (collectively, the an “Indemnified PartiesParty”), forthwith on demand, ) from and against any and all damages, claims, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) ), awarded against or incurred by such any 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 purchase or contribution of any Transferred Receivables 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 Transferred Receivable originated by such Seller(s)Seller or any related Contract, an amount equal to the amount it has collected from others in respect including, without limitation, arising out 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 fromas a result of: (i) the characterization in any Seller Report or other statement made by or on behalf of such Seller of any Transferred Receivable as an Eligible Receivable which is not an Eligible Receivable as of the date of such Seller Report or statement; (ii) any representation or warranty or statement made or deemed made by either Seller, the Servicer such Seller (if the applicable Originator or one of its Affiliates is the Servicer) or any of their respective officers its officers) under or in connection with this Agreement or any other Transaction DocumentAgreement, which shall have been false or incorrect in any material respect as of the date when made or deemed made or delivered; (ii) the failure by either Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to comply with any term, provision or covenant contained in this Agreement or any agreement executed in connection with this Agreement, or with any Applicable Law, with respect to any Collateral or the nonconformity of any Collateral with any such Applicable Lawmade; (iii) the failure by such Seller to comply with any applicable law, rule or regulation with respect to any Transferred Receivable or the related Contract or the transfer of such Receivable hereunder (including, without limitation, the Bulk Sales Act (Newfoundland and Labrador)); or the failure of any Transferred Receivable or the related Contract to conform to any such applicable law, rule or regulation; or the failure by such Seller to pay, remit, or account for any taxes related to or included in a Receivable when due; (iv) the failure to vest and maintain vested in the Administrative AgentPurchaser absolute ownership of the Receivables that are, as agent for or that purport to be, the Secured Parties, subject of a first priority security interest Purchase or contribution under this Agreement and the Related Security and Collections in the Collateral, together with all Collectionsrespect thereof, free and clear of any Lien Adverse Claim (other than Permitted Liens) whether existing at created pursuant to the time of the Advance or at any time thereafter; (iv) [Reserved]Transaction Documents); (v) the failure of such Seller to filehave filed or sent, or any delay in filingfiling or sending, financing statements, continuation statements notices or other similar instruments or documents under the UCC or the PPSA of any applicable jurisdiction or other Applicable Laws applicable laws with respect to any CollateralReceivables that are, or that purport to be, the subject of a Purchase or contribution under this Agreement and the Related Security and Collections in respect thereof, whether at the time of the Advance any Purchase or contribution or at any subsequent timetime or the failure to take any other steps required to perfect any such Purchase or contribution; or the failure to have properly notified any Obligor of the transfer, sale or assignment of any Receivable pursuant to this Agreement, to the extent such notice is required to perfect the same under Quebec law for purposes of this clause (v), “perfect” under Quebec law means to render opposable, publish and allow the setting up of the purchaser’s interest in, and right to collect payment under, the assets which are the subject of such transfer, sale and assignment, and to make opposable, publish and allow the setting up of such transfer, sale and assignment as against Obligors and other third parties, including any trustee in bankruptcy; (vi) any dispute, claim, offset or defense (other than the discharge in bankruptcy of the Obligor) of the Obligor to the payment with respect of any Receivable that is, or that purports to any Collateral be, the subject of a Purchase or contribution under this Agreement (including, without limitation, a defense based on such Receivable or the Collateral related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or services related to such Collateral Receivable or the furnishing or failure to furnish such merchandise or servicesservices or relating to collection activities with respect to such Receivable (if such collection activities were performed by the U.S. Seller acting as Servicer); (vii) any failure of either Seller such Seller, as Servicer or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) otherwise, to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations under any Contract related to a Transferred Receivable, including, without limitation, any failure of this Agreement such Seller to file (or cause the Servicer to file) claims under the Insurance Policy in a timely fashion and with properly completed supporting documentation, any of action or omission by such Seller which gives rise to an exclusion from coverage under the other Transaction Documents Insurance Policy, any failure by such Seller to which it is a party cause the Servicer to service the Receivables in the manner required by the Insurer or any failure by such Seller to deliver (or cause the Servicer to deliver) to the Insurer any of document or report required by the Originators, either Seller or any Affiliate thereof Insurer to perform its respective duties under any Collateralbe delivered in a timely manner; (viii) the failure of any Lock-Box Bank to remit any amounts held in a Lock-Box Account pursuant to the instructions of the Servicer or the Administrative Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Lock-Box Agreement) whether by reason of the exercise of set-off rights or otherwise; (ix) any inability to obtain any judgment in, or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of either Seller or any of the Originators to qualify to do business or file any notice or business activity report or any similar report; (x) any action taken by either Seller or any of the Originators (in its capacity as the Servicer) in the enforcement or collection of any Collateral; (xi) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with the Related Property merchandise, insurance or services that which are the subject of any CollateralContract relating to a Transferred Receivable originated by such Seller; (xii) any claim, suit or action of any kind arising out of or in connection with Environmental Laws (including, but not limited to, with respect to any REO Asset) including any vicarious liability; (xiii) the failure by either Seller to pay when due any Taxes for which such Seller is liable, including without limitation, sales, excise or personal property taxes payable in connection with the Collateral; (xiv) any repayment by the Administrative Agent, the Purchaser Agents or a Secured Party of any amount previously distributed in reduction of Advances Outstanding or payment of Interest or any other amount due hereunder, which amount the Administrative Agent, the Purchaser Agents or a Secured Party believes in good faith is required to be repaid; (xvix) the commingling of Collections on the Collateral of Transferred Receivables by such Seller or a designee of such Seller, as Servicer or otherwise, at any time with other fundsfunds of such Seller or an Affiliate of such Seller; (xvix) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of the Advance Purchases or the security interest ownership of Receivables, the Related Security, or Collections with respect thereto or in the Collateral; (xvii) any failure by either Seller to give reasonably equivalent value to the applicable Originator in consideration for the transfer by the applicable Originator to such Seller respect of any item of Collateral Receivable, Related Security or any attempt by any Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable action, Contract (including, without limitation, in connection with the preparation of a defense or appearing as a third party witness in connection therewith and regardless of whether such investigation, litigation or proceeding is brought by either Seller, an Indemnified Party or any provision of the Bankruptcy Codeother Person or an Indemnified Party is otherwise a party thereto); (xviiixi) the use any failure of the proceeds of the Advance in a manner other than as provided such Seller to comply with its covenants contained in this Agreement and (including in its capacity as Servicer or Subservicer); (xii) any claim brought by any Person other than an Indemnified Party arising from any activity by a Seller or any Affiliate of such Seller in servicing, administering or collecting any Transferred Receivable; (xiii) any claim arising out of any failure by such Seller to obtain a consent (if required) from the Sale Agreementsrelevant Obligor to the transfer, sale or assignment of any Receivable pursuant to this Agreement; or (xixxiv) after the failure of either Sellerdate hereof, any of Indemnified Party shall be subject to Canadian taxes on income or capital in connection with the Originators or any of their respective agents or representatives to remit to the Servicer Receivables or the Administrative Agent or the Purchaser Agents, Collections on the Collateral remitted to such Seller, such Originator, the Servicer or any such agent or representative. (b) Any amounts subject to the indemnification provisions of transactions contemplated by this Section 11.1 shall be paid by the Sellers to the Indemnified Party within five Business Days following such Person’s demand therefor. (c) If for any reason the indemnification provided above in this Section 11.1 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Sellers or the Servicer, as the case may be, shall contribute to the amount paid or payable by Agreement and resulting from such Indemnified Party having a permanent establishment in Canada solely as a result of such loss, claim, damage or liability in such proportion the transactions contemplated hereby (but only directly and exclusively as is appropriate to reflect not only the relative benefits received a result of any breach by such Seller or the Servicer (or any delegatee thereof including ACI as Subservicer) of its obligations hereunder). It is expressly agreed and understood by the parties hereto (i) that the foregoing indemnification is not intended to, and shall not, constitute a guarantee of the collectibility or payment of the Transferred Receivables and (ii) that nothing in this Section 8.01 shall require either Seller to indemnify any Person (A) for Receivables which are not collected, not paid or uncollectible on account of the insolvency, bankruptcy, or financial inability to pay of the applicable Obligor, (B) for damages, losses, claims or liabilities or related costs or expenses to the extent found in a final non-appealable judgment of a court of competent jurisdiction to have resulted from such Person’s gross negligence or willful misconduct, or (C) for any income taxes or franchise taxes incurred by such Person arising out of or as a result of this Agreement or in respect of any Transferred Receivable or any Contract, other than (x) Taxes (to the extent provided in Section 2.07) and (y) Canadian taxes strictly on income or capital in connection with the Receivables or the transactions contemplated by this Agreement and resulting from any Indemnified Party on having a permanent establishment in Canada solely as a result of the one hand transactions contemplated hereby (but only directly and the Sellers exclusively as a result of any breach by such Seller or the Servicer, as the case may be, on the other hand but also the relative fault Servicer (or any delegatee thereof) of such Indemnified Party as well as any other relevant equitable considerationsits obligations hereunder). (d) The obligations of the Sellers under this Section 11.1 shall survive the resignation or removal of the Administrative Agent, the Purchaser Agents, the Servicer, the Backup Servicer or the Collateral Custodian and the termination of this Agreement.

Indemnities by the Sellers. (a) Without limiting any other rights that any such Person which the Purchaser may have hereunder or under Applicable Lawapplicable law, the Sellers each 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 any successors and permitted assigns and 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 liabilities, costs and expenses, including including, without limitation, 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 in any action or proceeding between any of the Sellers (including, in such Person's capacity as the Collection Agent or a Sub-collection Agent) and any of the Indemnified Parties or between any of the Indemnified Parties and any third party or otherwise arising out of or as a result of this Agreement or 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:any (i) any representation or warranty made by any of the Sellers (including in such Person's capacity as the Collection Agent or deemed made by either Seller, the Servicer (if the applicable Originator or one of its Affiliates is the Servicera Sub-Collection Agent) or any officers of their respective officers the Seller (including in such Person's capacity as the Collection Agent or a Sub-Collection Agent) under or in connection with this Agreement Agreement, any of the other Transaction Documents, any Investor Report delivered by the Collection Agent (if an Affiliated Entity) or any other Transaction Documentinformation or report delivered by the Seller or the Collection Agent on such Seller's behalf (and based on information provided by such Seller) pursuant hereto, which shall have been false or incorrect in any material respect when made or deemed made made; it being understood and agreed, that for purposes of determining the veracity of any representation or deliveredwarranty for purposes of this clause (i) and the existence of an indemnifiable claim hereunder, any limitation contained in any representation or warranty relating to the occurrence or reasonable expectation of the occurrence of a Material Adverse Effect shall be disregarded; (ii) the failure by either Seller any of the Sellers (including in such Person's capacity as the Collection Agent or the Servicer (if the applicable Originator or one of its Affiliates is the Servicera Sub-Collection Agent) to comply with any termapplicable law, provision rule or covenant contained in this Agreement or any agreement executed in connection with this Agreement, or with any Applicable Law, regulation with respect to any Collateral Receivable or the related Contract, or the nonconformity of any Collateral Receivable or the related Contract with any such Applicable Lawapplicable law, rule or regulation; (iii) the failure to vest and maintain vested in the Administrative AgentPurchaser or to transfer to the Purchaser, as agent for the Secured Parties, a legal and equitable title to and first priority security interest in perfected ownership of, the CollateralReceivables and the Related Assets, together with all Collectionswhich are sold, conveyed or otherwise transferred by a Seller hereunder, free and clear of any Lien Adverse Claim (other than Permitted Liens) whether existing at Adverse Claims created under the time of the Advance or at any time thereafterother Transaction Documents); (iv) [Reserved]; (v) the failure to file, or any delay in filing, financing statements, continuation statements statements, or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws applicable laws with respect to any Collateral, whether at the time of the Advance or at any subsequent time; (vi) any dispute, claim, offset or defense (other than the discharge in bankruptcy of the Obligor) of the Obligor to the payment with respect to any Collateral (including, without limitation, a defense based on the Collateral not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or services related to such Collateral Receivables or the furnishing or failure to furnish such merchandise or servicesRelated Assets; (vii) any failure of either Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to perform its duties or obligations in accordance with the provisions of this Agreement or any of the other Transaction Documents to which it is a party or any failure by any of the Originators, either Seller or any Affiliate thereof to perform its respective duties under any Collateral; (viii) the failure of any Lock-Box Bank to remit any amounts held in a Lock-Box Account pursuant to the instructions of the Servicer or the Administrative Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Lock-Box Agreement) whether by reason of the exercise of set-off rights or otherwise; (ix) any inability to obtain any judgment in, or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of either Seller or any of the Originators to qualify to do business or file any notice or business activity report or any similar report; (x) any action taken by either Seller or any of the Originators (in its capacity as the Servicer) in the enforcement or collection of any Collateral; (xi) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with the Related Property or services that are the subject of any Collateral; (xii) any claim, suit or action of any kind arising out of or in connection with Environmental Laws (including, but not limited to, with respect to any REO Asset) including any vicarious liability; (xiii) the failure by either Seller to pay when due any Taxes for which such Seller is liable, including without limitation, sales, excise or personal property taxes payable in connection with the Collateral; (xiv) any repayment by the Administrative Agent, the Purchaser Agents or a Secured Party of any amount previously distributed in reduction of Advances Outstanding or payment of Interest or any other amount due hereunder, which amount the Administrative Agent, the Purchaser Agents or a Secured Party believes in good faith is required to be repaid; (xv) the commingling of Collections on the Collateral at any time with other funds; (xvi) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of the Advance or the security interest in the Collateral; (xvii) any failure by either Seller to give reasonably equivalent value to the applicable Originator in consideration for the transfer by the applicable Originator to such Seller of any item of Collateral or any attempt by any Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; (xviii) the use of the proceeds of the Advance in a manner other than as provided in this Agreement and the Sale Agreements; or (xix) the failure of either Seller, any of the Originators or any of their respective agents or representatives to remit to the Servicer or the Administrative Agent or the Purchaser Agents, Collections on the Collateral remitted to such Seller, such Originator, the Servicer or any such agent or representative. (b) Any amounts subject to the indemnification provisions of this Section 11.1 shall be paid by the Sellers to the Indemnified Party within five Business Days following such Person’s demand therefor. (c) If for any reason the indemnification provided above in this Section 11.1 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Sellers or the Servicer, as the case may be, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Sellers or the Servicer, as the case may be, on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (d) The obligations of the Sellers under this Section 11.1 shall survive the resignation or removal of the Administrative Agent, the Purchaser Agents, the Servicer, the Backup Servicer or the Collateral Custodian and the termination of this Agreement.

Indemnities by the Sellers. (a) Without limiting any other rights that any such Person the Purchaser may have hereunder or under Applicable Lawapplicable law, the Sellers each Seller hereby jointly and severally agree agrees to indemnify the Administrative Agent, (and pay upon demand to) the Purchaser Agentsand its respective assigns, the Backup Servicer, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective assigns and officers, directors, agents and employees and agents thereof (collectively, the each an “Indemnified PartiesParty”), forthwith on demand, ) from and against any and all damages, losses, claims, liabilities taxes, liabilities, costs, expenses and related costs and expensesfor all other amounts payable, including reasonable attorneys’ fees (which attorneys may be employees of the Purchaser) 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 acquisition by Purchaser of any Receivables of such Seller including, without limitation, Indemnified Amounts (including, without limitation, losses in respect of any Loan included in the Collateraluncollectible receivables, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part regardless of such Indemnified Party or (b) Indemnified Amounts that have the effect of whether reimbursement therefor would constitute 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(sSeller) 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: (i) any representation or warranty made or deemed made by either Seller, the Servicer such Seller (if the applicable Originator or one of its Affiliates is the Servicer) or any officers of their respective officers any such Person) under or in connection with this Agreement Agreement, any other Transaction Document or any other Transaction Documentinformation or report required to be delivered by any such Person pursuant hereto or thereto, which shall have been false or incorrect in any material respect when made or deemed made or deliveredmade; (ii) the failure by either such Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to comply with any termapplicable law, provision rule or covenant contained in this Agreement regulation with respect to any Receivable of such Seller or Contract related thereto, or the nonconformity of any Receivable of such Seller or Contract included therein with any such applicable law, rule or regulation or any agreement executed in connection with this Agreementfailure of any Originator to keep or perform any of its obligations, express or with any Applicable Lawimplied, with respect to any Collateral or the nonconformity of any Collateral with any such Applicable LawContract; (iii) any failure of such Seller to perform its duties, covenants or other obligations in accordance with the failure to vest and maintain vested in the Administrative Agent, as agent for the Secured Parties, a first priority security interest in the Collateral, together with all Collections, free and clear provisions of this Agreement or any Lien (other than Permitted Liens) whether existing at the time of the Advance or at any time thereafterTransaction Document; (iv) [Reserved]any environmental liability, products liability, personal injury or damage suit, or other similar claim arising out of or in connection with merchandise, insurance or services that are the subject of any Contract or any Receivable of such Seller; (v) the failure to file, or any delay in filing, financing statements, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws with respect to any Collateral, whether at the time of the Advance or at any subsequent time; (vi) any dispute, claim, offset or defense (other than the discharge in bankruptcy of the Obligor) of the Obligor to the payment with respect to of any Collateral Receivable of such Seller (including, without limitation, a defense based on such Receivable or the Collateral related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or services service related to such Collateral Receivable or the furnishing or failure to furnish such merchandise or services; (vii) any failure of either Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to perform its duties or obligations in accordance with the provisions of this Agreement or any of the other Transaction Documents to which it is a party or any failure by any of the Originators, either Seller or any Affiliate thereof to perform its respective duties under any Collateral; (viii) the failure of any Lock-Box Bank to remit any amounts held in a Lock-Box Account pursuant to the instructions of the Servicer or the Administrative Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Lock-Box Agreement) whether by reason of the exercise of set-off rights or otherwise; (ix) any inability to obtain any judgment in, or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of either Seller or any of the Originators to qualify to do business or file any notice or business activity report or any similar report; (x) any action taken by either Seller or any of the Originators (in its capacity as the Servicer) in the enforcement or collection of any Collateral; (xi) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with the Related Property or services that are the subject of any Collateral; (xii) any claim, suit or action of any kind arising out of or in connection with Environmental Laws (including, but not limited to, with respect to any REO Asset) including any vicarious liability; (xiii) the failure by either Seller to pay when due any Taxes for which such Seller is liable, including without limitation, sales, excise or personal property taxes payable in connection with the Collateral; (xiv) any repayment by the Administrative Agent, the Purchaser Agents or a Secured Party of any amount previously distributed in reduction of Advances Outstanding or payment of Interest or any other amount due hereunder, which amount the Administrative Agent, the Purchaser Agents or a Secured Party believes in good faith is required to be repaid; (xvvi) the commingling of Collections on the Collateral of Receivables of such Seller at any time with other funds; (xvivii) any investigation, litigation or proceeding related to or arising from this Agreement or any other Transaction Document, the transactions contemplated hereby, the use of the proceeds of any Receivable of such Seller purchased hereunder, the Advance ownership of the Receivables of such Seller or any other investigation, litigation or proceeding relating to such Seller in which any Indemnified Party becomes involved as a result of any of the security interest in the Collateraltransactions contemplated hereby; (xviiviii) any inability to litigate any claim against any Obligor in respect of any Receivable of such Seller as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding; (ix) any Event of Termination described in Section 7.01(f) or Section 7.01(h) of this Agreement; (x) any failure by either of such Seller to acquire and maintain legal and equitable title to, and ownership of any Receivable of such Seller and the corresponding Related Security and Collections, free and clear of any Adverse Claim (other than as created hereunder); or any failure of Purchaser to give reasonably equivalent value to the applicable Originator such Seller hereunder in consideration for of the transfer by the applicable Originator to such Seller of any item of Collateral Receivable, or any attempt by any Person to void or otherwise avoid any such transfer under any statutory provision provisions or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; (xviiixi) any failure to vest and maintain vested in the Purchaser (or its assignees), or to transfer to the Purchaser (or its assignees), legal and equitable title to, and ownership of, the Receivables of such Seller, the corresponding Related Security and the Collections, free and clear of any Adverse Claim (except as created by the Transaction Documents); (xii) the use failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivable of such Seller, the Related Security and Collections with respect thereto, and the proceeds of the Advance in a manner other than as provided in this Agreement and the Sale Agreements; orany thereof, whether at closing or at any subsequent time; (xixxiii) any action or omission by such Seller which reduces or impairs the rights of the Purchaser with respect to any Receivable or reduces the Outstanding Balance of any Receivable of such Seller; (xiv) any attempt by any Person to void any transfer of Receivables of such Seller hereunder under statutory provisions or common law or equitable action; (xv) the failure of either any Receivable of such Seller transferred hereunder and identified as an Eligible Receivable to be an Eligible Receivable at the time so included and identified; and (xvi) any Dilution with respect to any Purchased Receivable originated by such Seller. Notwithstanding the foregoing, any it is expressly agreed and understood by the parties hereto (i) that the foregoing indemnification is not intended to, and shall not, constitute a guarantee of the Originators collectibility or payment of the Purchased Receivables and (ii) that nothing in this Section 8.01 shall require any Seller to indemnify any Person (A) for Receivables which are not collected, not paid or uncollectible on account of their respective agents the insolvency, bankruptcy, lack of creditworthiness, or representatives financial inability or unwillingness to remit pay of the applicable Obligor, (B) for damages, losses, claims or liabilities or related costs or expenses to the Servicer or the Administrative Agent or the Purchaser Agents, Collections on the Collateral remitted extent found in a final non-appealable judgment of a court of competent jurisdiction to such Seller, such Originator, the Servicer or any such agent or representative. (b) Any amounts subject to the indemnification provisions of this Section 11.1 shall be paid by the Sellers to the Indemnified Party within five Business Days following have resulted from such Person’s demand therefor. gross negligence or willful misconduct, or (cC) If for any reason the indemnification provided above in this Section 11.1 is unavailable to the Indemnified Party income taxes or is insufficient to hold an Indemnified Party harmless, then the Sellers or the Servicer, as the case may be, shall contribute to the amount paid or payable franchise taxes incurred by such Indemnified Party Person arising out of or as a result of such loss, claim, damage this Agreement or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Sellers respect of any Purchased Receivable or the Servicer, as the case may be, on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerationsContract. (d) The obligations of the Sellers under this Section 11.1 shall survive the resignation or removal of the Administrative Agent, the Purchaser Agents, the Servicer, the Backup Servicer or the Collateral Custodian and the termination of this Agreement.

Indemnities by the 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: (iA) the creation of any Lien on, or transfer by such Seller of any interest in, its Private Receivables, Participation Interests and respective Related Assets other than (1) the sales and contributions of Private Receivables, Participation Interests and respective Related Assets pursuant hereto, and (2) the Lien granted by the Buyer pursuant to the Credit and Security Agreement; (B) any representation or warranty made or deemed made by either Seller, the Servicer such Seller (if the applicable Originator or one of its Affiliates is the Servicer) or any of their respective officers its officers) under or in connection with this Agreement any Transaction Document or any other Transaction DocumentPurchase Report delivered by such Seller pursuant hereto, which shall have been false false, incorrect or incorrect misleading in any material respect when made or deemed made or delivered, as the case may be; (iiC) the failure by either such Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to comply with any termapplicable law, provision rule or covenant contained in this Agreement or any agreement executed in connection with this Agreement, or with any Applicable Law, regulation with respect to any Collateral of its Receivables or the related Contracts or Invoices, including, without limitation, any state or local assignment of claims act or similar legislation prohibiting or imposing notice and acknowledgement requirements or other limitations or conditions on the assignment of a Specified Government Receivable, or the nonconformity of any Collateral of such Seller’s Receivables or the related Contracts or Invoices with any such Applicable Lawapplicable law, rule or regulation; (iiiD) the failure to vest and maintain vested in the Administrative Agent, as agent for the Secured PartiesBuyer, a first priority security valid and perfected ownership interest in the CollateralPrivate Receivables, together with all CollectionsParticipation Interest and the associated Related Assets sold or contributed by such Seller hereunder, free and clear of any Lien (other Lien, other than Permitted Liens) whether existing at the time a Lien arising solely as a result of the Advance Buyer, now or at any time thereafter; (iv) [Reserved]; (vE) the failure to file, or any delay in filing, financing statements, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws applicable laws with respect to any CollateralPrivate Receivables, whether at the time of the Advance Participation Interests or at any subsequent timeRelated Assets sold or contributed by such Seller hereunder; (viF) any dispute, claim, offset or defense (other than the discharge in bankruptcy of the Obligorbankruptcy) of the Obligor to the payment with respect to of any Collateral Receivable originated by such Seller (including, without limitation, a defense based on such Receivable or the Collateral related Contract or Invoice not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or services related to such Collateral Receivable or the furnishing or failure to furnish such merchandise or services; (viiG) any matter described in Section 1.4; (H) any failure of either such Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to perform its duties or obligations in accordance with the provisions of this Agreement or any of the other Transaction Documents to which it is a party or any failure by any of the Originators, either Seller or any Affiliate thereof to perform its respective duties under any Collateralparty; (viiiI) the failure any claim relating to a breach by such Seller of any Lock-Box Bank to remit any amounts held in a Lock-Box Account pursuant to the instructions of the Servicer related Contract or the Administrative Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Lock-Box Agreement) whether by reason of the exercise of set-off rights or otherwise; (ix) any inability to obtain any judgment in, or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of either Seller or any of the Originators to qualify to do business or file any notice or business activity report or any similar report; (x) any action taken by either Seller or any of the Originators (in its capacity as the Servicer) in the enforcement or collection of any Collateral; (xi) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with the Related Property or services that are the subject of any Collateral; (xii) any claim, suit or action of any kind arising out of or in connection with Environmental Laws (including, but not limited to, Invoice with respect to any REO Asset) including any vicarious liabilityReceivable; (xiiiJ) the failure by either Seller to pay when due any Taxes for which such Seller is liable, including without limitation, sales, excise sales or personal property taxes use tax payable in connection with the Collateraltransactions giving rise to any Receivable originated by such Seller, and any documentary stamp taxes or recording taxes associated with the perfection of the Buyer’s ownership in the Private Receivables, Participation Interests and respective Related Assets; (xiv) any repayment by the Administrative Agent, the Purchaser Agents or a Secured Party of any amount previously distributed in reduction of Advances Outstanding or payment of Interest or any other amount due hereunder, which amount the Administrative Agent, the Purchaser Agents or a Secured Party believes in good faith is required to be repaid; (xvK) the commingling by such Seller of Collections on the Collateral of Receivables at any time with other funds; (xviL) any investigation, litigation or proceeding related to or arising from this Agreement or the use of proceeds of the Advance or the security interest in the Collateral; (xvii) any failure by either Seller other Transaction Document to give reasonably equivalent value to the applicable Originator in consideration for the transfer by the applicable Originator to which such Seller of any item of Collateral is a party, the transactions contemplated hereby or any attempt by any Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable actionthereby, including, without limitation, any provision of the Bankruptcy Code; (xviii) the use of the proceeds of any sale, the Advance Buyer’s ownership interest in the Receivables and Related Assets originated by such Seller or any other investigation, litigation or proceeding relating to such Seller or the Receivables and Related Assets originated by it in which any Seller Indemnified Party becomes involved as a manner other than as provided in this Agreement and the Sale Agreements; or (xix) the failure result of either Seller, any of the Originators transactions contemplated hereby or thereby; (M) any products or professional liability, personal injury or damage suit, or other similar claim arising out of or in connection with merchandise, insurance or services that are the subject of any Contract or Invoice or any of their respective agents or representatives to remit to the Servicer or the Administrative Agent or the Purchaser Agents, Collections on the Collateral remitted to Receivable originated by such Seller, such Originator, the Servicer or any such agent or representative.; (bN) Any amounts subject any inability to the indemnification provisions litigate any claim against any Obligor in respect of this Section 11.1 shall be paid by the Sellers to the Indemnified Party within five Business Days following such Person’s demand therefor. (c) If for any reason the indemnification provided above in this Section 11.1 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Sellers or the Servicer, as the case may be, shall contribute to the amount paid or payable Receivable originated by such Indemnified Party Seller as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party Obligor being immune from civil and commercial law and suit on the one hand grounds of sovereignty or otherwise from any legal action, suit or proceeding; or (O) the occurrence of any Event of Bankruptcy with respect to such Seller. In addition to Quest Diagnostics’ obligations under the foregoing indemnity with respect to itself as a Seller and the Sellers or the ServicerReceivables originated by it, as the case may be, on the Quest Diagnostics hereby agrees to be jointly and severally liable with each other hand but also the relative fault of Seller for such Indemnified Party as well as any other relevant equitable considerationsSeller’s indemnity obligations set forth above. (d) The obligations of the Sellers under this Section 11.1 shall survive the resignation or removal of the Administrative Agent, the Purchaser Agents, the Servicer, the Backup Servicer or the Collateral Custodian and the termination of this Agreement.

Indemnities by the Sellers. (a) Without limiting any other rights that any such Person which the Buyer may have hereunder or under Applicable Lawapplicable law, each of the Sellers 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 Buyer and each of their respective its assigns and officerstransferees (each, directors, employees and agents thereof (collectively, the “an "Indemnified Parties”), forthwith on demand, Party") from and against any and all damages, claims, 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 any 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 purchase of any Transferred Mortgage Assets or in respect of any Transferred Mortgage Asset or any related Mortgage Loan included in the Collateral, excludingincluding, howeverwithout limitation, arising out of or as a result of: (a) Indemnified Amounts to the extent resulting from gross negligence inclusion, or willful misconduct purported inclusion, in any Purchase of any Mortgage Asset that is not an Eligible Mortgage Asset on the part date of such Indemnified Party Purchase, or (b) Indemnified Amounts that have the effect of recourse for non-payment of the Loans included characterization in the Collateral due to credit problems of the Obligors (except as otherwise specifically provided in this Agreement). If one or both any statement made by any of the Sellers have made of any indemnity payment pursuant to this Section 11.1 and such payment fully indemnified Transferred Mortgage Asset as an Eligible Mortgage Asset which is not an Eligible Mortgage Asset as of the recipient thereof and the recipient thereafter collects any payments from others in respect date 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:statement; (ib) any representation or warranty or statement made or deemed made by either Seller, any of the Servicer Sellers (if the applicable Originator or one of its Affiliates is the Servicer) or any of their respective officers its officers) under or in connection with this Agreement or any other Transaction DocumentAgreement, which shall have been false or incorrect in any material respect when made or deemed made or deliveredmade; (iic) the failure by either Seller or any of the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) Sellers to comply with any termapplicable law, provision rule or covenant contained in this Agreement or any agreement executed in connection with this Agreement, or with any Applicable Law, regulation with respect to any Collateral Transferred Mortgage Asset or the nonconformity related Mortgage Loan Collateral, or the failure of any Transferred Mortgage Asset or the related Mortgage Loan Collateral with to conform to any such Applicable Lawapplicable law, rule or regulation; (iiid) the failure to vest and maintain vested in the Administrative AgentBuyer absolute ownership of the Mortgage Assets that are, as agent for or that purport to be, the Secured Parties, subject of a first priority security interest Purchase under this Agreement and the Mortgage Loan Collateral and Collections in the Collateral, together with all Collectionsrespect thereof, free and clear of any Lien (other than Permitted Liens) whether existing at the time of the Advance or at any time thereafterAdverse Claim; (iv) [Reserved]; (ve) the failure of any of the Sellers to filehave filed, or any delay in filing, financing statements, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws applicable laws with respect to any CollateralMortgage Assets that are, or that purport to be, the subject of a Purchase under this Agreement and the Mortgage Loan Collateral and Collections in respect thereof, whether at the time of the Advance any Purchase or at any subsequent time; (vif) any dispute, claim, offset or defense (other than the discharge in bankruptcy claim by any Obligor arising out of any of the Obligor) Sellers' activities in connection with originating or purchasing any Transferred Mortgage Asset or any offset by any Obligor against any of the Obligor to the payment with respect to Sellers arising out of acts by any Collateral (including, without limitation, a defense based on the Collateral not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or services related to such Collateral or the furnishing or failure to furnish such merchandise or servicesSellers; (viig) any failure of either the Sellers, as Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) , to perform its duties or obligations in accordance with the provisions of this Agreement hereof or any of the other Transaction Documents to which it is a party or any failure by any of the Originators, either Seller or any Affiliate thereof to perform its respective duties or obligations under any CollateralMortgage Loan Collateral related to a Transferred Mortgage Asset; (viii) the failure of any Lock-Box Bank to remit any amounts held in a Lock-Box Account pursuant to the instructions of the Servicer or the Administrative Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Lock-Box Agreement) whether by reason of the exercise of set-off rights or otherwise; (ix) any inability to obtain any judgment in, or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of either Seller or any of the Originators to qualify to do business or file any notice or business activity report or any similar report; (x) any action taken by either Seller or any of the Originators (in its capacity as the Servicer) in the enforcement or collection of any Collateral; (xi) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with the Related Property or services that are the subject of any Collateral; (xii) any claim, suit or action of any kind arising out of or in connection with Environmental Laws (including, but not limited to, with respect to any REO Asset) including any vicarious liability; (xiii) the failure by either Seller to pay when due any Taxes for which such Seller is liable, including without limitation, sales, excise or personal property taxes payable in connection with the Collateral; (xiv) any repayment by the Administrative Agent, the Purchaser Agents or a Secured Party of any amount previously distributed in reduction of Advances Outstanding or payment of Interest or any other amount due hereunder, which amount the Administrative Agent, the Purchaser Agents or a Secured Party believes in good faith is required to be repaid; (xvh) the commingling of Collections on of Transferred Mortgage Assets by any of the Collateral Sellers or any designee of any of the Sellers, as Servicer or otherwise, at any time with other fundsfunds of any of the Sellers or any Affiliate of any of the Sellers; (xvii) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of the Advance Purchases or the security interest ownership of Transferred Mortgage Assets or the Mortgage Loan Collateral or Collections with respect thereto or in the respect of any Transferred Mortgage Asset or related Mortgage Loan Collateral; (xviij) any failure by either Seller to give reasonably equivalent value to the applicable Originator in consideration for the transfer by the applicable Originator to such Seller of any item of Collateral or any attempt by any Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; (xviii) the use of the proceeds of the Advance Sellers to comply with its covenants contained in a manner other than as provided in this Agreement and the Sale AgreementsSection 5.01; or (xixk) the failure of either Seller, any claim brought by any Person other than an Indemnified Party arising from any activity by any of the Originators Sellers or any Affiliate of their respective agents any of the Sellers in servicing, administering or representatives to remit to collecting any Transferred Mortgage Asset. It is expressly agreed and understood by the Servicer parties hereto (i) that the foregoing indemnification is not intended to, and shall not, constitute a guarantee of the collectability or payment of the Administrative Agent or the Purchaser Agents, Collections on the Collateral remitted to such Seller, such Originator, the Servicer or any such agent or representative. Transferred Mortgage Assets and (bii) Any amounts subject to the indemnification provisions of that nothing in this Section 11.1 8.01 shall be paid by require any of the Sellers to indemnify any Person (A) for Mortgage Assets which are not collected, not paid or uncollectible on account of the Indemnified Party within five Business Days following insolvency, bankruptcy, or financial inability to pay of the applicable Obligor, (B) for damages, losses, claims or liabilities or related costs or expenses resulting from such Person’s demand therefor. 's gross negligence or willful misconduct, or (cC) If for any reason the indemnification provided above in this Section 11.1 is unavailable to the Indemnified Party income taxes or is insufficient to hold an Indemnified Party harmless, then the Sellers or the Servicer, as the case may be, shall contribute to the amount paid or payable franchise taxes incurred by such Indemnified Party Person arising out of or as a result of such loss, claim, damage this Agreement or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Sellers respect of any Transferred Mortgage Asset or the Servicer, as the case may be, on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerationsrelated Mortgage Loan Collateral. (d) The obligations of the Sellers under this Section 11.1 shall survive the resignation or removal of the Administrative Agent, the Purchaser Agents, the Servicer, the Backup Servicer or the Collateral Custodian and the termination of this Agreement.