Common use of Indemnities by the Transferor Clause in Contracts

Indemnities by the Transferor. Without limiting any other rights which the Administrative Agent or any of the Class Investors may have hereunder or under applicable law, the Transferor hereby agrees to indemnify each Class Agent, each Class Investor, the Administrative Agent, the Collateral Agent, any Liquidity Provider, any Credit Support Provider and any related commercial paper issuer that finances a Class Conduit and any successors and any permitted assigns and their respective officers, directors and employees (collectively, “Indemnified Parties”) from and against any and all damages, losses, claims, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ fees (which such attorneys may be employees of any Liquidity Provider, any Credit Support Provider, any Class Agent, the Administrative Agent or the Collateral Agent, as applicable) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement or the ownership, either directly or indirectly, by the Administrative Agent or any Class Investor of the Transferred Interest excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party or (ii) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (iii) claims arising from credit losses. Without limiting the generality of the foregoing, the Transferor shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:

Indemnities by the Transferor. (a) Without limiting any other rights which that the Administrative Agent or Transferee, any of the Class Investors Secured Party and their respective officers, directors, employees and agents (each, an "Indemnified Party") may have hereunder or under applicable law, the Transferor hereby agrees to indemnify each Class Agent, each Class Investor, the Administrative Agent, the Collateral Agent, any Liquidity Provider, any Credit Support Provider and any related commercial paper issuer that finances a Class Conduit and any successors and any permitted assigns and their respective officers, directors and employees (collectively, “Indemnified Parties”) Party from and against any and all damages, losses, claims, liabilities, costs deficiencies, costs, disbursements and expenses, including, without limitation, interest, penalties, amounts paid in settlement and reasonable attorneys’ ' fees (which such attorneys may be employees of any Liquidity Provider, any Credit Support Provider, any Class Agent, the Administrative Agent or the Collateral Agent, as applicable) and disbursements (all of the foregoing being collectively referred to as “"Indemnified Amounts”") awarded against or incurred by any of them arising out of or as a result of resulting from this Agreement or any other Transaction Document or the ownershipuse of proceeds of Transfers, either directly or indirectly, by the Administrative Agent or any Class Investor of the Transferred Interest excluding, however, (ia) Indemnified Amounts to the extent resulting that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of such Indemnified Party and (b) any income taxes incurred by such Indemnified Party arising out of or (ii) recourse (except as otherwise specifically provided in a result of this Agreement) for uncollectible Receivables Agreement or (iii) claims arising from credit lossesthe ownership of Transferred Assets. Without limiting the generality of or being limited by the foregoing, the Transferor 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 to or resulting from:from any of the following (excluding Indemnified Amounts and taxes described in clauses (a) and (b) above):

Indemnities by the Transferor. Without limiting any other rights which the Agent, the Administrative Agent Agents or any of the Class Investors may have hereunder or under applicable law, the Transferor hereby agrees to indemnify each Class the Investors, the Agent, each Class Investor, the Administrative AgentAgents, the Collateral AgentAgents, any the Liquidity Provider, any Providers and the Credit Support Provider Providers and any related commercial paper issuer that finances a Class Conduit and any their respective successors and any permitted assigns and their respective officers, directors and employees (collectively, “Indemnified Parties”) from and against any and all damages, losses, claims, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ fees (which such attorneys may be employees of any a Liquidity Provider, any a Credit Support Provider, any Class the Agent, the an Administrative Agent or the a Collateral Agent, as applicable) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them in any action or proceeding between the Transferor or any Parent Group Member (including any Parent Group Member, in its capacity as the Collection Agent) and any of the Indemnified Parties or between any of the Indemnified Parties and any third party or otherwise arising out of or as a result of this Agreement Agreement, the other Transaction Documents, the ownership or the ownershipmaintenance, either directly or indirectly, by the Administrative Agent or any Class Investor of the Transferred Interest or any of the other transactions contemplated hereby or thereby, excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such an Indemnified Party or (ii) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (iii) claims arising from credit lossesReceivables. Without limiting the generality of the foregoing, the Transferor shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:: ​

Indemnities by the Transferor. Without limiting any other rights which the Administrative Agent or any of the Class Investors Indemnified Parties may have hereunder or under applicable lawLaw, the Transferor hereby agrees to indemnify each Class Agent, each Class Investor, the Administrative Agent, the Collateral Agent, any Liquidity Provider, any Credit Support Provider Investor and any related commercial paper issuer that finances a Class Conduit and any successors and any permitted assigns and their its respective officers, directors directors, employees and employees agents (collectively, “Indemnified Parties”) from and against any and all damages, losses, claims, liabilities, costs and expenses, including, without limitation, including reasonable attorneys’ fees (which such attorneys may be employees of any Liquidity Provider, any Credit Support Provider, any Class Agent, the Administrative Agent or the Collateral Agent, as applicable) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them in any action or proceeding between the Transferor and any of the Indemnified Parties (but only to the extent that the Indemnified Party is the prevailing party in such action or proceeding against the Transferor) or between any of the Indemnified Parties and any third party or otherwise arising out of or as a result of this Agreement Agreement, the other Transaction Documents, the ownership or the ownershipmaintenance, either directly or indirectly, by the Administrative Agent or any Class such Investor of the Transferred Interest excludingOffered Notes or any of the other transactions contemplated hereby or thereby, howeverexcept, (i) Indemnified Amounts to the extent resulting from gross negligence negligence, fraud or willful misconduct on the part of such Indemnified Party or Party, (ii) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables to the extent that any claim, damage, loss, liability, cost or expense relates to Excluded Taxes or amounts payable by the Issuer under Sections 5.2, 5.3, or 5.4 (iii) claims arising from credit lossesfor recourse for the payment of principal of or interest on, or other amounts due in respect of, the Offered Notes as a result of nonpayment by Obligors on the Accounts or the related Receivables (collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Transferor shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:

Indemnities by the Transferor. Without limiting any other rights which the Agent, the Administrative Agent Agents or any of the Class Investors may have hereunder or under applicable law, the Transferor hereby agrees to indemnify each Class the Investors, the Agent, each Class Investor, the Administrative AgentAgents, the Collateral AgentAgents, any the Liquidity Provider, any Providers and the Credit Support Provider Providers and any related commercial paper issuer that finances a Class Conduit and any their respective successors and any permitted assigns and their respective officers, directors and employees (collectively, “Indemnified Parties”) from and against any and all damages, losses, claims, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ fees (which such attorneys may be employees of any a Liquidity Provider, any a Credit Support Provider, any Class the Agent, the an Administrative Agent or the a Collateral Agent, as applicable) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them in any action or proceeding between the Transferor or any Parent Group Member (including any Parent Group Member, in its capacity as the Collection Agent) and any of the Indemnified Parties or between any of the 46 Indemnified Parties and any third party or otherwise arising out of or as a result of this Agreement Agreement, the other Transaction Documents, the ownership or the ownershipmaintenance, either directly or indirectly, by the Administrative Agent or any Class Investor of the Transferred Interest or any of the other transactions contemplated hereby or thereby, excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such an Indemnified Party or (ii) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (iii) claims arising from credit lossesReceivables. Without limiting the generality of the foregoing, the Transferor shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:

Indemnities by the Transferor. Without limiting any other rights which the Administrative Agent Agent, the Funding Agents or any of the Class Investors Transferees may have hereunder or under applicable law, the Transferor hereby agrees to indemnify each Class Agent, each Class Investor, the Administrative Agent, the Collateral Agent, any Liquidity Provider, any Credit Support Provider Funding Agents and the Transferees and any related commercial paper issuer that finances a Class Conduit and any of their successors and any permitted assigns and their respective officers, directors directors, agents and employees (collectively, “Indemnified Parties”) from and against any and all damages, losses, claims, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ fees (which such attorneys may be employees of any Liquidity Provider, any Credit Support Provider, any Class Agent, the Administrative Agent or the Collateral Agent, as applicableFunding Agents) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them in any action or proceeding between the Transferor or the Originator (including in its capacity as the Collection Agent) and any of the Indemnified Parties or between any of the Indemnified Parties and any third party or otherwise arising out of or as a result of this Agreement Agreement, the other Transaction Documents, the ownership or the ownershipmaintenance, either directly or indirectly, by the Administrative Agent Agent, the Funding Agents or any Class Investor the Transferees of the Transferred Interest or any of the other transactions contemplated hereby or thereby, excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence negligence, bad faith or willful misconduct on the part of such an Indemnified Party or and (ii) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (iii) claims arising from credit lossesdue to the financial inability of an Obligor to pay. Without limiting the generality of the foregoing, but subject in all respects to the limitations set forth in clauses (i) and (ii) above, the Transferor shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:

Indemnities by the Transferor. Without limiting any other rights which the Agent, the Administrative Agent Agents or any of the Class Investors may have hereunder or under applicable law, the Transferor hereby agrees to indemnify each Class the Investors, the Agent, each Class Investor, the Administrative AgentAgents, the Collateral AgentAgents, any the Liquidity Provider, any Providers and the Credit Support Provider Providers and any related commercial paper issuer that finances a Class Conduit and any their respective successors and any permitted assigns and their respective officers, directors and employees (collectively, “Indemnified Parties”) from and against any and all damages, losses, claims, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ fees (which such attorneys may be employees of any a Liquidity Provider, any a Credit Support Provider, any Class the Agent, the an Administrative Agent or the a Collateral Agent, as applicable) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them in any action or proceeding between the Transferor or any Parent Group Member (including any Parent Group Member, in its capacity as the Collection Agent) and any of the Indemnified Parties or between any of the Indemnified Parties and any third party or otherwise arising out of or as a result of this Agreement Agreement, the other Transaction Documents, the ownership or the ownershipmaintenance, either directly or indirectly, by the Administrative Agent or any Class Investor of the Transferred Interest or any of the other transactions contemplated hereby or thereby, excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such an Indemnified Party or (ii) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (iii) claims arising from credit lossesReceivables. Without limiting the generality of the foregoing, the Transferor shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:

Indemnities by the Transferor. Without limiting any other ----------------------------- rights which that the Administrative Agent or any Transferee or any of the Class Investors their respective Affiliates or its agents (each, an "Indemnified Party") may have ----------------- hereunder or under applicable law, the Transferor hereby agrees to indemnify each Class Agent, each Class Investor, the Administrative Agent, the Collateral Agent, any Liquidity Provider, any Credit Support Provider and any related commercial paper issuer that finances a Class Conduit and any successors and any permitted assigns and their respective officers, directors and employees (collectively, “Indemnified Parties”) Party from and against any and all damages, losses, claims, liabilities, costs losses and expenses, including, without limitation, liabilities (including reasonable attorneys’ fees (which such attorneys may be employees of any Liquidity Provider, any Credit Support Provider, any Class Agent, the Administrative Agent or the Collateral Agent, as applicable' fees) and disbursements (all of the foregoing being collectively referred to as “"Indemnified Amounts”") awarded against or incurred by any of them arising out of or as a result of resulting ------------------- from this Agreement or the ownership, either directly use of proceeds of any Transfer or indirectly, by the Administrative Agent or any Class Investor acceptance of the Transferred Interest transfer of the Receivables or in respect of any Receivable, Related Contract or Related Security, excluding, however, (ia) Indemnified Amounts to the --------- ------- extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party or Party, (iib) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (iiic) claims any 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, arising from credit lossesout of or as a result of this Agreement or the acceptance of the transfer of the Receivables or in respect of any Receivable, Related Contract or Related Security. Without limiting the generality of or being limited by the foregoing, the Transferor 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 to or resulting fromfrom any of the following:

Indemnities by the Transferor. Without limiting any other rights which the Administrative Agent Agent, the CP Conduit Purchasers or any of the Class Investors Committed Purchasers may have hereunder or under applicable law, the Transferor hereby agrees to indemnify each Class Agent, each Class Investorthe CP Conduit Purchasers, the Administrative AgentCommitted Purchasers, the Collateral Agent, any Liquidity Provider, any Credit Support Provider Funding Agents and any related commercial paper issuer that finances a Class Conduit the Administrative Agent and any successors and any permitted assigns and their respective officers, directors directors, agents and employees (collectively, “"Indemnified Parties”") from and against any and all damages, losses, claims, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ ' fees (which such attorneys may be employees of any Liquidity Provider, any Credit Support Provider, any Class Agent, the Administrative Agent or the Collateral Agent, as applicable) and disbursements (all of the foregoing being collectively referred to as “"Indemnified Amounts”") awarded against or incurred by any of them in any action or proceeding between the Transferor, the Collection Agent in such capacity or the Sellers 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 Agreement, the other Transaction Documents, the ownership or the ownershipmaintenance, either directly or indirectly, by the Administrative Agent Agent, the CP Conduit Purchasers or any Class Investor Committed Purchaser of the Transferred Interest or any of the other transactions contemplated hereby or thereby, excluding, however, (i) Indemnified Amounts to the extent relating to or resulting from (x) gross negligence or willful misconduct on the part of such an Indemnified Party or (iiy) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (iiiii) claims arising from credit lossesall taxes (other than Indemnified Taxes). Without limiting the generality of the foregoing, the Transferor shall indemnify each Indemnified Party for Indemnified Amounts (without duplication of amounts for which any Indemnified Party is effectively held harmless under any other provision hereof) relating to or resulting from:

Indemnities by the Transferor. Without limiting any ----------------------------- other rights which the Administrative Agent Agent, the Senior Class Agents, the Senior Class Conduits or any of the Class Bank Investors may have hereunder or under applicable law, the Transferor hereby agrees to indemnify each the Senior Class Conduits, the Bank Investors, the Agent, each the Senior Class Investor, the Administrative Agent, the Collateral AgentAgents, any Liquidity Provider, any Credit each Program Support Provider and any related commercial paper issuer that finances a Class Conduit and any successors and any permitted assigns and any of their respective officers, directors and employees (collectively, “the "Indemnified Parties”") from ------------------- and against any and all damages, losses, claims, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ ' fees (which such attorneys may be employees of any Liquidity Provider, any Credit a Program Support Provider, any Class the Agent, the Administrative a Senior Class Agent or the a Collateral Agent, as applicable) and disbursements (all of the foregoing being collectively referred to as “"Indemnified Amounts”") awarded ------------------- against or reasonably incurred by any Indemnified Party in any action or proceeding between the Transferor or the Servicer and any of them 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 Agreement, the other Transaction Documents, the ownership or the ownershipmaintenance, either directly or indirectly, by the Administrative Agent Agent, any Senior Class Agent, any Senior Class Conduit or any Class Bank Investor of the Transferred Interest Senior Class Certificates or any of the other transactions contemplated hereby or thereby, excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party or Party, (ii) recourse (except as otherwise specifically provided in this Agreement or the Master Pooling and Servicing Agreement) for amounts due under the Receivables which are uncollectible Receivables or and (iii) claims arising Indemnified Amounts specifically excluded from credit lossescoverage under Section 4.2. Without limiting the generality of the foregoing, the Transferor shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:

Indemnities by the Transferor. Without limiting any other rights which the Administrative Agent Agent, the Company or any of the Class Bank Investors may have hereunder or under applicable law, the Transferor hereby agrees to indemnify each Class the Company, the Bank Investors, the Agent, each Class Investor, the Administrative Agent, the Collateral Agent, any the Liquidity Provider, any Provider and the Credit Support Provider and any related commercial paper issuer that finances a Class Conduit and any successors and any permitted assigns and any of their respective officers, directors and employees (collectively, “"Indemnified Parties”") from and against any and all damages, losses, claims, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ ' fees (which such attorneys may be employees of any the Liquidity Provider, any the Credit Support Provider, any Class the Agent, the Administrative Agent or the Collateral Agent, as applicable) and disbursements (all of the foregoing being collectively referred to as “"Indemnified Amounts”") awarded against or incurred by any of them in any action or proceeding between the Transferor (including in its capacity as Servicer) 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 Agreement, the other Transaction Documents, the ownership or the ownershipmaintenance, either directly or indirectly, by the Administrative Agent Agent, the Company or any Class Bank Investor of the Transferred Interest Certificates or any of the other transactions contemplated hereby or thereby, excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part 29 of such an Indemnified Party or (ii) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (iii) claims arising from credit lossesReceivables. Without limiting the generality of the foregoing, the Transferor shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:: (i) any representation or warranty made by the Transferor (including in its capacity as Servicer) or any officers of the Transferor (including in its capacity as Servicer) under or in connection with this Agreement, any of the other Transaction Documents or any other information or report delivered by the Transferor or the Servicer pursuant hereto or thereto, which shall have been false or incorrect in any material respect when made or deemed made; (ii) the failure by the Transferor (including in its capacity as Servicer) to comply with any applicable law, rule or regulation with respect to any Receivable, or the nonconformity of any Receivable with any such applicable law, rule or regulation; (iii) the failure to vest and maintain vested in the Trustee, on behalf of the Trust, an undivided first priority, perfected percentage ownership interest, in the Trust Property free and clear of any Adverse Claim; (iv) 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 of the Affected Assets; (v) any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Receivable (including, without limitation, a defense based on such Receivable 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 30 merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vi) any failure of the Servicer to perform its duties or obligations in accordance with the provisions of the Pooling and Servicing Agreement and the Series Supplement; or (vii) 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 merchandise or services which are the subject of any Receivable; (viii) the transfer of an ownership interest in any Receivable other than an Eligible Receivable; (ix) the failure by the Transferor (individually or as Servicer) to comply with any term, provision or covenant contained in this Agreement or any of the other Transaction Documents to which it is a party or to perform any of its respective duties under the Receivables; (x) the failure of the Transferor to pay when due any taxes, including without limitation, sales, excise or personal property taxes payable in connection with any of the Receivables; (xi) any repayment by any Indemnified Party of any amount previously distributed in reduction of Net Investment which such Indemnified Party believes in good faith is required to be made; (xii) the commingling by the Transferor or the Servicer of Collections of Receivables at any time with other funds; 31 (xiii) any investigation, litigation or proceeding related to this Agreement, any of the other Transaction Documents, the use of proceeds of the acquisition of interests in the Certificates by the Transferor, the ownership of the Certificates, or any Trust Property; (xiv) 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 the Transferor or the Servicer to qualify to do business or file any notice of business activity report or any similar report; (xv) any attempt by any Person to void, rescind or set-aside any transfer of the Trust Property to the Trustee under statutory provisions or common law or equitable action, including, without limitation, any provision of the United States Bankruptcy Code; or (xvi) any action taken by the Transferor or the Servicer (if the Transferor, the Servicer or any Affiliate or designee of the Transferor or the Servicer) in the enforcement or collection of any Receivable; provided, however, that if the Company enters into agreements for the purchase of interests in receivables from one or more Other Transferors, the Company shall allocate such Indemnified Amounts which are in connection with the Liquidity Provider Agreement, the Credit Support Agreement or the credit support furnished by the Credit Support Provider to the Transferor and each Other Transferor; and provided, further, that if such Indemnified Amounts are attributable to the Transferor or the Servicer and not attributable to any Other Transferor, the Transferor shall be solely liable for such Indemnified Amounts or if such Indemnified Amounts are attributable to Other Transferors and not attributable to the Transferor or the Servicer, such Other Transferors shall be solely liable for such Indemnified Amounts. Section 4.2

Indemnities by the Transferor. Without limiting any ----------------------------- other rights which that the Administrative Agent or any Transferee or any of the Class Investors their respective Affiliates or its agents (each, an "Indemnified Party") may have hereunder or ----------------- under applicable law, the Transferor hereby agrees to indemnify each Class Agent, each Class Investor, the Administrative Agent, the Collateral Agent, any Liquidity Provider, any Credit Support Provider and any related commercial paper issuer that finances a Class Conduit and any successors and any permitted assigns and their respective officers, directors and employees (collectively, “Indemnified Parties”) Party from and against any and all damages, losses, claims, liabilities, costs losses and expenses, including, without limitation, liabilities (including reasonable attorneys’ fees (which such attorneys may be employees of any Liquidity Provider, any Credit Support Provider, any Class Agent, the Administrative Agent or the Collateral Agent, as applicable' fees) and disbursements (all of the foregoing being collectively referred to as “"Indemnified Amounts”") awarded against or incurred by any of them arising out of or as a result of resulting from this -------------------- Agreement or the ownership, either directly use of proceeds of any Transfer or indirectly, by the Administrative Agent or any Class Investor acceptance of the Transferred Interest transfer of the Receivables or in respect of any Receivable, Related Contract or Related Security, excluding, however, (ia) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party or Party, (iib) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (iiic) claims any 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, arising from credit lossesout of or as a result of this Agreement or the acceptance of the transfer of the Receivables or in respect of any Receivable, Related Contract or Related Security. Without limiting the generality of or being limited by the foregoing, the Transferor 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 to or resulting fromfrom any of the following:

Indemnities by the Transferor. Without limiting any other rights which the Administrative Agent Agent, the CP Conduit Purchasers or any of the Class Investors Committed Purchasers may have hereunder or under applicable law, the Transferor hereby agrees to indemnify each Class Agent, each Class Investorthe CP Conduit Purchasers, the Administrative AgentCommitted Purchasers, the Collateral Agent, any Liquidity Provider, any Credit Support Provider Funding Agents and any related commercial paper issuer that finances a Class Conduit the Administrative Agent and any successors and any permitted assigns and their respective officers, directors directors, agents and employees (collectively, “"Indemnified Parties”") from and against any and all damages, losses, claims, liabilities, costs deficiencies, costs, disbursements and expenses, including, without limitation, interest, penalties, amounts paid in settlement and reasonable attorneys’ ' fees (which such including allocated costs of attorneys who may be employees of any Liquidity Provider, any Credit Support Provider, any Class Agent, the Administrative Agent or the Collateral Agent, as applicable) and disbursements (all of the foregoing being collectively referred to as “"Indemnified Amounts”") awarded against or incurred by any of them in any action or proceeding between the Transferor, the Collection Agent in such capacity or the Sellers and any of the Indemnified Parties or between any of the Indemnified Parties and any third party and arising out of or as a result of this Agreement Agreement, the other Transaction Documents, the ownership or the ownershipmaintenance, either directly or indirectly, by the Administrative Agent Agent, the CP Conduit Purchasers or any Class Investor Committed Purchaser of the Transferred Interest or any of the other transactions contemplated hereby or thereby, excluding, however, (i) Indemnified Amounts to the extent relating to or resulting from (x) gross negligence or willful misconduct on the part of such any Indemnified Party or (iiy) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (iiiii) claims arising from credit lossesall taxes (other than Indemnified Taxes). Without limiting the generality of the foregoing, the Transferor shall indemnify each Indemnified Party for Indemnified Amounts (without duplication of amounts for which any Indemnified Party is effectively held harmless under any other provision hereof) relating to or resulting from:: 100

Indemnities by the Transferor. Without limiting any other rights which the Agent, the Administrative Agent Agents or any of the Class Investors may have hereunder or under applicable law, the Transferor hereby agrees to indemnify each Class the Investors, the Agent, each Class Investor, the Administrative AgentAgents, the Collateral AgentAgents, any the Liquidity Provider, any Providers and the Credit Support Provider Providers and any related commercial paper issuer that finances a Class Conduit and any their respective successors and any permitted assigns and their respective officers, directors and employees (collectively, “Indemnified Parties”) from and against any and all damages, losses, claims, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ fees (which such attorneys may be employees of any a Liquidity Provider, any a Credit Support Provider, any Class the Agent, the an Administrative Agent or the a Collateral Agent, as applicable) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them in any action or proceeding between the Transferor or any Parent Group Member (including any Parent Group Member, in its capacity as the Collection Agent) and any of the Indemnified Parties or between any of the Indemnified Parties and any third party or otherwise arising out of or as a result of this Agreement Agreement, the other Transaction Documents, the ownership or the ownershipmaintenance, either directly or indirectly, by the Administrative Agent or any Class Investor of the Transferred Interest or any of the other transactions contemplated hereby or thereby, excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such an Indemnified Party or (ii) recourse (except as otherwise specifically provided in 47 this Agreement) for uncollectible Receivables or (iii) claims arising from credit lossesReceivables. Without limiting the generality of the foregoing, the Transferor shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:

Indemnities by the Transferor. Without limiting any other rights which the Administrative Agent Agent, any Lender or its assignee or any of the Class Investors their respective Affiliates, Collateral Custodian, Owner Trustee or Account Bank may have hereunder or under applicable lawRequirements of Law, the Transferor hereby agrees to indemnify each Class Agent, each Class Investor, the Administrative Agent, the Collateral AgentLenders, any Liquidity Provider, any Credit Support Provider the Owner Trustee and any related commercial paper issuer that finances a Class Conduit each other Secured Party or its assignee and any successors and any permitted assigns and each of their respective Affiliates and officers, directors directors, employees and employees (collectively, “Indemnified Parties”) agents thereof from and against any and all damages, losses, claims, liabilities, liabilities and related costs and expenses, including, without limitation, including reasonable attorneys’ fees (which such attorneys may be employees of any Liquidity Provider, any Credit Support Provider, any Class Agent, the Administrative Agent or the Collateral Agent, as applicable) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by by, any such Indemnified Party or other non-monetary damages (including, court costs, expenses and any losses incurred in connection with (i) the enforcement of them this indemnification obligation or (ii) a successful defense, in whole or in part, of any claim that the Indemnified Person breached its standard of care) of any such Indemnified Party arising out of or as a result of this Agreement any breach by of the representations, warranties, covenants or agreements of the Transferor [***] Redacted for confidentiality purposes under the Transaction Documents, including to the extent the conduct or omissions of the Originator, the Transferor or the ownershipBorrower results in the failure of the Borrower to have a perfected and enforceable security interest against each Obligor in the related Financed Vehicle, either directly or indirectlyincluding any failure to obtain a first priority perfected security interest in the related Financed Vehicle in connection with the origination of the Receivable, in each case without giving effect to any materiality qualifier, and any breach by the Administrative Agent Transferor of Requirements of Law or any Class Investor the gross negligence, bad faith or willful misconduct of the Transferred Interest Transferor, excluding, however, (i) Indemnified Amounts to the extent resulting from the gross negligence negligence, bad faith or willful misconduct on the part of such Indemnified Party (as determined by a court of competent jurisdiction). Notwithstanding the foregoing, in no event shall any Indemnified Party be indemnified by the Transferor against: (i) Excluded Taxes; or (ii) recourse (except as otherwise specifically provided in this Agreementherein, (A) for uncollectible Receivables nonpayment by an Obligor of an amount due and payable with respect to a Receivable, or (iiiB) claims arising from credit losses. Without limiting the generality any loss in value of the foregoing, the Transferor shall indemnify each Indemnified Party for Indemnified Amounts relating any Financed Vehicle or Permitted Investment due to or resulting from:changes in market conditions.

Indemnities by the Transferor. Without limiting any other rights which the Administrative Agent Deal Agent, VFCC or any of the Class Committed Investors may have hereunder or under applicable law, the Transferor hereby agrees to indemnify each Class Agent, each Class InvestorVFCC, the Administrative Agent, Committed Investors and the Collateral Agent, any Liquidity Provider, any Credit Support Provider and any related commercial paper issuer that finances a Class Conduit Deal Agent and any successors and any permitted assigns and their respective officers, directors directors, agents and employees (collectively, “"Indemnified Parties”") from and against any ------------------- and all damages, losses, claims, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ ' fees (which such attorneys may be employees of any Liquidity Provider, any Credit Support Provider, any Class Agent, the Administrative Agent or the Collateral Agent, as applicable) and disbursements (all of the foregoing being collectively referred to as “"Indemnified Amounts”") awarded ------------------- against or incurred by any of them in any action or proceeding arising out of or as a result of this Agreement Agreement, the other Transaction Documents to which the Transferor is a party, the ownership or the ownershipmaintenance, either directly or indirectly, by the Administrative Agent Deal Agent, VFCC or any Class Committed Investor of the Transferred Interest or any of the other transactions contemplated hereby or thereby, excluding, however, (ix) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party or Party; and (iiy) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (iii) claims arising from credit lossesTransferred Receivables. Without limiting the generality of the foregoing, the Transferor shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:

Indemnities by the Transferor. Without limiting any other rights which the Administrative Agent Agent, the Senior Class Agents, the Senior Class Conduits or any of the Class Bank Investors may have hereunder or under applicable law, the Transferor hereby agrees to indemnify each the Senior Class Conduits, the Bank Investors, the Agent, each the Senior Class Investor, the Administrative Agent, the Collateral AgentAgents, any Liquidity Provider, any Credit each Program Support Provider and any related commercial paper issuer that finances a Class Conduit and any successors and any permitted assigns and any of their respective officers, directors and employees (collectively, “the "Indemnified Parties”") from and against any and all damages, losses, claims, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ ' fees (which such attorneys may be employees of any Liquidity Provider, any Credit a Program Support Provider, any Class the Agent, the Administrative a Senior Class Agent or the a Collateral Agent, as applicable) and disbursements (all of the foregoing being collectively referred to as “"Indemnified Amounts”") awarded against or reasonably incurred by any Indemnified Party in any action or proceeding between the Transferor or the Servicer and any of them 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 Agreement, the other Transaction Documents, the ownership or the ownershipmaintenance, either directly or indirectly, by the Administrative Agent Agent, any Senior Class Agent, any Senior Class Conduit or any Class Bank Investor of the Transferred Interest Senior Class Certificates or any of the other transactions contemplated hereby or thereby, excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party or Party, (ii) recourse (except as otherwise specifically provided in this Agreement or the Master Pooling and Servicing Agreement) for amounts due under the Receivables which are uncollectible Receivables or and (iii) claims arising Indemnified Amounts specifically excluded from credit lossescoverage under Section 4.2. Without limiting the generality of the foregoing, the Transferor shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:

Indemnities by the Transferor. (a) Without limiting any other rights which the Administrative Agent or any of the Class Investors may have hereunder or under applicable law, the Transferor hereby agrees to indemnify each Class Agent, each Class Investor, the Administrative Agent, the Collateral Agent, any Liquidity Provider, any Credit Program Support Provider and any related commercial paper issuer that finances a Class Conduit and any successors and any permitted assigns and their respective officers, directors and employees (collectively, “"Indemnified Parties”") from and against any and all damages, losses, claims, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ ' fees (which such attorneys may be employees of any Liquidity Provider, any Credit Support Provider, any Class Agent, the Administrative Agent or the Collateral Agent, as applicableIndemnified Party) and disbursements (all of the foregoing being collectively referred to as “"Indemnified Amounts”") awarded against or incurred by any of them arising out of or as a result of this Agreement or the ownership, either directly use of proceeds of any Credit Extensions or indirectly, by the Administrative Agent security interest in respect of any Pool Receivable or any Class Investor of the Transferred Interest other Collateral excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party or (ii) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Pool Receivables or (iii) claims or losses arising from credit lossesCredit Risk Losses. Without limiting the generality of the foregoing, the Transferor shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:

Indemnities by the Transferor. Without limiting any ----------------------------- other rights which the Administrative Agent Funding Agent, PARCO or any of the Class Investors APA Banks may have hereunder or under applicable law, the Transferor hereby agrees to indemnify each Class Agent, each Class InvestorPARCO, the Administrative Agent, APA Banks and the Collateral Agent, any Liquidity Provider, any Credit Support Provider and any related commercial paper issuer that finances a Class Conduit Funding Agent and any successors and any permitted assigns and their respective officers, directors directors, agents and employees (collectively, “"Indemnified Parties”") from and against any and all damages, losses, claims, -------------------- liabilities, costs and expenses, including, without limitation, reasonable attorneys’ ' fees (which such attorneys may be employees of any Liquidity Provider, any Credit Support Provider, any Class Agent, the Administrative Agent or the Collateral Agent, as applicable) and disbursements (all of the foregoing being collectively referred to as “"Indemnified Amounts”") awarded against or incurred by any of them ------------------- in any action or proceeding arising out of or as a result of this Agreement Agreement, the other Transaction Documents, the ownership or the ownershipmaintenance, either directly or indirectly, by the Administrative Agent Funding Agent, PARCO or any Class Investor APA Bank of the Transferred Interest or any of the other transactions contemplated hereby or thereby, excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such an Indemnified Party or Party; (ii) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (iii) claims any income or franchise taxes incurred by such Indemnified Party arising from credit lossesout of or as a result of this Agreement or the ownership of the Transferred Interest. Without limiting the generality of the foregoing, the Transferor shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:

Indemnities by the Transferor. Without limiting any other rights which the Administrative Agent Agent, the Company or any of the Class Bank Investors may have hereunder or under applicable law, law each of the Transferor and the Collection Agent hereby severally agrees to indemnify each Class Agent, each Class Investorthe Company, the Administrative Bank Investors, the Agent, the Collateral Agent, any the Liquidity Provider, any Provider and the Credit Support Provider and any related commercial paper issuer that finances a Class Conduit and any successors and any permitted assigns and their respective officers, directors and employees (collectively, “"Indemnified Parties”") from and against any and all damages, losses, claims, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ ' fees (which such attorneys may be employees of any the Liquidity Provider, any the Credit Support Provider, any Class Agent, the Administrative Agent or the Collateral Agent, as applicable) and disbursements (all of the foregoing being collectively referred to as “"Indemnified Amounts”") awarded against or incurred by any of them in any action or proceeding between the Transferor, the Initial Purchaser or the Seller (including, in its capacity as the Collection Agent, except for indemnification which is being sought against the Collection Agent) and any of the Indemnified Parties or between any of the Indemnified Parties and any third party or otherwise arising out of or as a result of this Agreement Agreement, the other Transaction Documents, the ownership or the ownershipmaintenance, either directly or indirectly, by the Administrative Agent Agent, the Company or any Class Bank Investor of the Transferred Interest or any of the other transactions contemplated hereby or thereby, excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such an Indemnified Party or (ii) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables Receivables. Notwithstanding the foregoing, the indemnity of the Collection Agent pursuant to this Section shall be limited to Indemnified Amounts relating to or (iii) claims arising resulting from credit lossesany of the following which relate to the Collection Agent or the Seller, whether in its individual capacity or as Collection Agent. Without limiting the generality of the foregoing, the Transferor shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:from all matters set forth below (other than those described in the preceding sentence):

Indemnities by the Transferor. Without limiting any other rights which the Agent, the Administrative Agent Agents or any of the Class Investors may have hereunder or under applicable law, the Transferor hereby agrees to indemnify each Class the Investors, the Agent, each Class Investor, the Administrative AgentAgents, the Collateral AgentAgents, any the Liquidity Provider, any Providers and the Credit Support Provider Providers and any related commercial paper issuer that finances a Class Conduit and any their respective successors and any permitted assigns and their respective officers, directors and employees (collectively, “Indemnified Parties”) from and against any and all damages, losses, claims, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ fees (which such attorneys may be employees of any a Liquidity Provider, any a Credit Support Provider, any Class the Agent, the an Administrative Agent or the a Collateral Agent, as applicable) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them in any action or proceeding between the Transferor or any Parent Group Member (including any Parent Group Member, in its capacity as the Collection Agent) and any of the Indemnified Parties or between any of the Indemnified Parties and any third party or otherwise arising out of or as a result of this Agreement Agreement, the other Transaction Documents, the ownership or the ownershipmaintenance, either directly or indirectly, by the Administrative Agent or any Class Investor of the Transferred Interest or any of the other transactions contemplated hereby or thereby, excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such an Indemnified Party or (ii) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (iii) claims arising from credit lossesReceivables. Without limiting the generality of the foregoing, the Transferor shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:: ​ ​ 111 ​

Indemnities by the Transferor. Without limiting any other rights which the Agent, the Administrative Agent Agents or any of the Class Investors may have hereunder or under applicable law, the Transferor hereby agrees to indemnify each Class the Investors, the Agent, each Class Investor, the Administrative AgentAgents, the Collateral AgentAgents, any the Liquidity Provider, any Providers and the Credit Support Provider Providers and any related commercial paper issuer that finances a Class Conduit and any their respective successors and any permitted assigns and their respective officers, directors and employees (collectively, “Indemnified Parties”"INDEMNIFIED PARTIES") from and against any and all damages, losses, claims, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ ' fees (which such attorneys may be employees of any a Liquidity Provider, any a Credit Support Provider, any Class the Agent, the an Administrative Agent or the a Collateral Agent, as applicable) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”"INDEMNIFIED AMOUNTS") awarded against or incurred by any of them in any action or proceeding between the Transferor or any Parent Group Member (including any Parent Group Member, in its capacity as the Collection Agent) and any of the Indemnified Parties or between any of the Indemnified Parties and any third party or otherwise arising out of or as a result of this Agreement Agreement, the other Transaction Documents, the ownership or the ownershipmaintenance, either directly or indirectly, by the Administrative Agent or any Class Investor of the Transferred Interest or any of the other transactions contemplated hereby or thereby, excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such an Indemnified Party or (ii) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (iii) claims arising from credit lossesReceivables. Without limiting the generality of the foregoing, the Transferor shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:

Indemnities by the Transferor. Without limiting any other rights which the Administrative Agent Agent, the CP Conduit Purchasers or any of the Class Investors Committed Purchasers may have hereunder or under applicable law, the Transferor hereby agrees to indemnify each Class Agent, each Class Investorthe CP Conduit Purchasers, the Administrative AgentCommitted Purchasers, the Collateral Agent, any Liquidity Provider, any Credit Support Provider Funding Agents and any related commercial paper issuer that finances a Class Conduit the Administrative RECEIVABLES TRANSFER AGREEMENT Agent and any successors and any permitted assigns and their respective officers, directors directors, agents and employees (collectively, “"Indemnified Parties”") from and against any and all damages, losses, claims, liabilities, costs deficiencies, costs, disbursements and expenses, including, without limitation, interest, penalties, amounts paid in settlement and reasonable attorneys’ ' fees (which such including allocated costs of attorneys who may be employees of any Liquidity Provider, any Credit Support Provider, any Class Agent, the Administrative Agent or the Collateral Agent, as applicable) and disbursements (all of the foregoing being collectively referred to as “"Indemnified Amounts”") awarded against or incurred by any of them in any action or proceeding between the Transferor, the Collection Agent in such capacity or the Sellers 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 Agreement, the other Transaction Documents, the ownership or the ownershipmaintenance, either directly or indirectly, by the Administrative Agent Agent, the CP Conduit Purchasers or any Class Investor Committed Purchaser of the Transferred Interest or any of the other transactions contemplated hereby or thereby, excluding, however, (i) Indemnified Amounts to the extent relating to or resulting from (x) gross negligence or willful misconduct on the part of such an Indemnified Party or (iiy) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (iiiii) claims arising from credit lossesall taxes (other than Indemnified Taxes). Without limiting the generality of the foregoing, the Transferor shall indemnify each Indemnified Party for Indemnified Amounts (without duplication of amounts for which any Indemnified Party is effectively held harmless under any other provision hereof) relating to or resulting from:

Indemnities by the Transferor. Without limiting any other rights which the Administrative Agent or Agent, any of the Class Purchaser Agents, the Purchasers or the Bank Investors may have hereunder or under applicable law, each of the Transferor and the Collection Agent hereby severally agrees to indemnify each Class Agentthe Purchasers, each Class Investorthe Bank Investors, the Administrative Agent, the Purchaser Agents, the Collateral Agent, any each Liquidity Provider, any Provider and each Credit Support Provider and any related commercial paper issuer that finances a Class Conduit and any successors and any permitted assigns and their respective officers, directors directors, employees and employees agents (collectively, “"Indemnified Parties”") from and against any and all damages, losses, claims, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ ' fees (which such attorneys may be employees of any a Liquidity Provider, any a Credit Support Provider, any Class the Administrative Agent, any of the Administrative Agent Purchaser Agents or the Collateral Agent, as applicable) and disbursements (all of the foregoing being collectively referred to as “"Indemnified Amounts”") awarded against or incurred by any of them in any action or proceeding between the Transferor (including, in its capacity as the Collection Agent, except for indemnification which is being sought against the Collection Agent) and any of the Indemnified Parties or between any of the Indemnified Parties and any third party or otherwise arising out of or as a result of this Agreement Agreement, the other Transaction Documents, the ownership or the ownershipmaintenance, either directly or indirectly, by the Administrative Agent Agent, any of the Purchaser Agents, a Purchaser or any Class Bank Investor of the Transferred Interest or any of the other transactions contemplated hereby or thereby, excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such an Indemnified Party or (ii) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables Receivables. Notwithstanding the foregoing, the indemnity of the Collection Agent pursuant to this Section shall be limited to Indemnified Amounts relating to or (iii) claims arising resulting from credit lossesany of the following which relate to the failure, breach or other action of the Collection Agent. Without limiting the generality of the foregoing, the Transferor shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:from all matters set forth below (other than those described in the preceding sentence):

Indemnities by the Transferor. Without limiting any other rights which the Administrative Agent or Agent, any of the Class Purchaser Agents, the Purchasers or the Bank Investors may have hereunder or under applicable law, each of the Transferor and the Collection Agent hereby severally agrees to indemnify each Class Agentthe Purchasers, each Class Investorthe Bank Investors, the Administrative Agent, the Purchaser Agents, the Collateral Agent, any each Liquidity Provider, any Provider and each Credit Support Provider and any related commercial paper issuer that finances a Class Conduit and any successors and any permitted assigns and their respective officers, directors and employees (collectively, “"Indemnified Parties”") from and against any and all damages, losses, claims, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ ' fees (which such attorneys may be employees of any a Liquidity Provider, any a Credit Support Provider, any Class the Administrative Agent, any of the Administrative Agent Purchaser Agents or the Collateral Agent, as applicable) and disbursements (all of the foregoing being collectively referred to as “"Indemnified Amounts”") awarded against or incurred by any of them in any action or proceeding between the Transferor, the Initial Purchaser or the Seller (including, in its capacity as the Collection Agent, except for indemnification which is being sought against the Collection Agent) and any of the Indemnified Parties or between any of the Indemnified Parties and any third party or otherwise arising out of or as a result of this Agreement Agreement, the other Transaction Documents, the ownership or the ownershipmaintenance, either directly or indirectly, by the Administrative Agent Agent, any of the Purchaser Agents, a Purchaser or any Class Bank Investor of the Transferred Interest or any of the other transactions contemplated hereby or thereby, excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such an Indemnified Party or (ii) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables Receivables. Notwithstanding the foregoing, the indemnity of the Collection Agent pursuant to this Section shall be limited to Indemnified Amounts relating to or (iii) claims arising resulting from credit lossesany of the following which relate to the failure, breach or other action of the Collection Agent or the Seller, whether in its individual capacity or as Collection Agent. Without limiting the generality of the foregoing, the Transferor shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:from all matters set forth below (other than those described in the preceding sentence):

Indemnities by the Transferor. Without limiting any other rights which the Administrative Agent or any of the Class Investors Purchasers may have hereunder or under applicable law, the Transferor hereby agrees to indemnify each Class Agent, each Class Investor, the Purchasers and the Administrative Agent, the Collateral Agent, any Liquidity Provider, any Credit Support Provider and any related commercial paper issuer that finances a Class Conduit Agent and any successors and any permitted assigns and their respective officers, directors directors, agents and employees (collectively, “Indemnified Parties”) from and against any and all damages, losses, claims, liabilities, costs deficiencies, costs, disbursements and expenses, including, without limitation, interest, penalties, amounts paid in settlement and reasonable attorneys’ fees (which such including allocated costs of attorneys who may be employees of any Liquidity Provider, any Credit Support Provider, any Class Agent, the Administrative Agent or the Collateral Agent, as applicable) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them in any action or proceeding between the Transferor, the Collection Agent in such capacity or the Sellers 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 Agreement, the other Transaction Documents, the ownership or the ownershipmaintenance, either directly or indirectly, by the Administrative Agent or any Class Investor Purchaser of the Transferred Interest or any of the other transactions contemplated hereby or thereby, excluding, however, (i) Indemnified Amounts to the extent relating to or resulting from (x) gross negligence or willful misconduct on the part of such an Indemnified Party or (iiy) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (iiiii) claims arising from credit lossesall taxes (other than Indemnified Taxes). Without limiting the generality of the foregoing, the Transferor shall indemnify each Indemnified Party for Indemnified Amounts (without duplication of amounts for which any Indemnified Party is effectively held harmless under any other provision hereof) relating to or resulting from:

Indemnities by the Transferor. Without limiting any other rights which the Administrative Agent or any of the Class Investors Indemnified Parties may have hereunder or under applicable lawLaw and notwithstanding any provision to the contrary herein or in any other Transaction Document, including Section 5.03 of the Transfer and Servicing Agreement, the Transferor hereby agrees to indemnify each Class indemnify, defend and hold harmless (on an after tax basis) the Agent, each Class Investor, the Administrative Agent, the Collateral Agent, any Liquidity Provider, any Credit Support Provider Investor and any related commercial paper issuer that finances a Class Conduit and any their respective successors and any permitted assigns and their respective officers, directors directors, employees, partners, representatives, members, managers, advisors, shareholders, attorneys, Affiliates and employees agents (collectively, “Indemnified Parties”) from and against any and all damages, losses, claims, liabilities, deficiencies, obligations, fines, penalties, actions (whether threatened or existing), judgments, suits (whether threatened or existing), costs and expenses, including, without limitation, including reasonable attorneys’ fees (which such attorneys may be employees of any Liquidity Provider, any Credit Support Provider, any Class Agent, the Administrative Agent or the Collateral Agent, as applicable) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of relating to this Agreement Agreement, the other Transaction Documents, the Receivable Sales Agreement, the Loan Servicing Agreement, the ownership or the ownershipmaintenance, either directly or indirectly, by the Administrative Agent or any Class such Investor of the Transferred Interest excludingOffered Notes or by the Certificateholder of the Class A Trust Certificate or any of the other transactions contemplated hereby or thereby or in respect of the Trust Estate, howeverexcept, (i) Indemnified Amounts to the extent resulting determined in a final and non-appealable judgment by a court of competent jurisdiction to have CERTAIN CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT, MARKED BY [*****] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED directly resulted from such Indemnified Party’s gross negligence negligence, fraud or willful misconduct on the part of such Indemnified Party or misconduct, (ii) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables to the extent that any Indemnified Amount relates to Excluded Taxes or amounts payable by the Issuer under Sections 5.2 or 5.3, (iii) claims arising from credit lossesfor recourse for the payment of principal of or interest on, or other amounts due in respect of, the Offered Notes or the Class A Trust Certificate as a result of nonpayment by Obligors on the Accounts or the related Receivables (collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Transferor shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:

Indemnities by the Transferor. Without limiting any other rights which the Administrative Agent Agent, the Company or any of the Class Bank Investors may have hereunder or under applicable law, the Transferor hereby agrees to indemnify each Class the Company, the Bank Investors, the Agent, each Class Investor, the Administrative Agent, the Collateral Agent, any the Liquidity Provider, any Provider and the Credit Support Provider and any related commercial paper issuer that finances a Class Conduit and -99- 105 any successors and any permitted assigns of each of the foregoing and their the respective officers, directors directors, employees and employees agents of each of the foregoing (collectively, “the "Indemnified Parties”") from and against any and all damages, losses, claims, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ ' fees (which such attorneys may be employees of any the Liquidity Provider, any the Credit Support Provider, any Class the Agent, the Administrative Agent or the Collateral Agent, as applicable) and disbursements (all of the foregoing being collectively referred to as “"Indemnified Amounts”") awarded against or incurred by any of them in any action or proceeding between the Transferor, the Parent or any of the Sellers (including, in any case, in such Person's capacity as the Collection Agent or Sub-Collection Agent), on the one hand, and any of the Indemnified Parties, on the other hand, or between any of the Indemnified Parties and any third party or otherwise arising out of or as a result of this Agreement Agreement, the other Transaction Documents, the ownership or the ownershipmaintenance, either directly or indirectly, by the Administrative Agent Agent, the Company or any Class Bank Investor of the Transferred Interest or any of the other transactions contemplated hereby or thereby, excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such an Indemnified Party or Party, (ii) recourse (except as otherwise specifically provided in this Agreement) for Receivables which are uncollectible Receivables or for credit reasons, (iii) claims arising from credit lossesany breach by the Transferor or any Collection Agent or Sub-Collection Agent (in either case, if other than an Affiliated Entity) of any of such Person's representations, warranties, covenants or undertakings hereunder or under any of the other Transaction Documents. Without limiting the generality of the foregoing, the Transferor shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:

Indemnities by the Transferor. (a) Without limiting any other rights which the Administrative Agent Agent, the Buyers or any of the Class Bank Investors may have hereunder or under applicable law, the Transferor hereby agrees to indemnify each Class the Buyers, the Bank Investors, the Agent, each Class Investor, the Administrative Agent, the Collateral Agent, any the Liquidity Provider, any Provider and the Credit Support Provider and any related commercial paper issuer that finances a Class Conduit and any successors and any permitted assigns and any of their respective officers, directors and employees (collectively, “"Indemnified Parties”") from and against any and all damages, losses, claims, liabilities, costs and expenses, including, without limitation, reasonable and actual attorneys’ ' fees (which such attorneys may be employees of any the Liquidity Provider, any the Credit Support Provider, any Class the Agent, the Administrative Agent or the Collateral Agent, as applicable) and disbursements (all of the foregoing being collectively referred to as “"Indemnified Amounts”") awarded against or incurred by any of them in any action or proceeding between the Transferor or CompuCredit (including, in its capacity as the Servicer) 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 Agreement, the other Transaction Documents, the ownership or the ownershipmaintenance, either directly or indirectly, by the Administrative Agent Agent, the Buyers or any Class Bank Investor of the Transferred Interest or any of the other transactions contemplated hereby or thereby, excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such an Indemnified Party or Party, (ii) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or Receivables, (iii) claims arising Indemnified Amounts specifically excluded from credit lossescoverage under Sections 8.2, 8.3 and 8.4 and (iv) Taxes and Excluded Taxes. Without limiting the generality of the foregoing, the Transferor shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:

Indemnities by the Transferor. (a) Without limiting any other rights which the Administrative Agent Agent, the Managing Agents, the Conduit Purchasers or any of the Class Investors Alternate Purchasers may have hereunder or under applicable law, the Transferor hereby agrees to indemnify each Class Conduit Purchaser, each Alternate Purchaser, each Managing Agent, each Class InvestorLiquidity Provider, each Program Support Provider, the Administrative Agent, the Collateral Agent, any Liquidity Provider, any Credit Support Provider and any related commercial paper issuer that finances a Class Conduit Agent and any successors and any permitted assigns and any of their respective directors, officers, directors employees, agents and employees representatives (collectively, “the "Indemnified Parties”") from and against any and all damages, losses, claims, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ ' fees (which such attorneys may be employees of any Liquidity Provider, any Credit Support Provider, any Class Agent, the Administrative Agent or the Collateral Agent, as applicablean Indemnified Party) and disbursements (all of the foregoing being collectively referred to as “"Indemnified Amounts”") awarded against or incurred by any of them in any action or proceeding or any threatened action or proceeding (whether or not such Indemnified Party is a party thereto) arising out of or as a result of this Agreement Agreement, the other Principal Agreements, the ownership or the ownershipmaintenance, either directly or indirectly, by an Indemnified Party of any interest in the Administrative Agent Senior Securities or any Class Investor of the Transferred Interest other transactions contemplated hereby or thereby, excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence or negligence, willful misconduct or bad faith on the part of such Indemnified Party or and (ii) recourse (except as otherwise specifically provided in this Agreement) for uncollectible amounts due under the Receivables or (iii) claims arising from credit losses. Without limiting the generality of the foregoing, the Transferor shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:which are uncollectible.

Indemnities by the Transferor. Without limiting any other rights which the Administrative Agent Agent, the Company or any of the Class Bank Investors may have hereunder or under applicable law, the Transferor hereby agrees to indemnify each Class the Company, the Bank Investors, the Agent, each Class Investor, the Administrative Agent, the Collateral Agent, any the Liquidity Provider, any Credit Support Provider and any related commercial paper issuer that finances a Class Conduit the Credit Sup- port Provider and any successors and any permitted assigns and their respective respec- tive officers, directors and employees (collectively, “"Indemnified Parties”") from and against any and all damages, losses, claims, liabilitiesliabili- ties, costs and expenses, including, without limitation, reasonable attorneys’ ' fees (which such attorneys may be employees of any the Liquidity Provider, any the Credit Support Provider, any Class the Agent, the Administrative Agent or the Collateral Agent, as applicable) and disbursements (all of the foregoing being collectively referred to as “"Indemnified Amounts”") awarded against or incurred by any of them in any action or proceeding between the Transferor, any Designated Seller or the Servicer 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 Agreement, the other Transaction Documents, the ownership or the ownershipmainte- nxxxx, either directly or indirectly, by the Administrative Agent Agent, the Company or any Class Bank Investor of the Transferred Interest or any of the other transactions contemplated hereby or thereby, excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such an Indemnified Party or (ii) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (iii) claims arising from credit lossesReceivables. Without limiting the generality of the foregoing, the Transferor shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:

Indemnities by the Transferor. Without limiting any other rights which the Administrative Agent Agent, the Funding Agents or any of the Class Investors Transferees may have hereunder or under applicable law, the Transferor hereby agrees to indemnify each Class Agent, each Class Investor, the Administrative Agent, the Collateral Agent, any Liquidity Provider, any Credit Support Provider Funding Agents and the Transferees and any related commercial paper issuer that finances a Class Conduit and any of their successors and any permitted assigns and their respective officers, directors directors, agents and employees (collectively, “"Indemnified Parties”") from and against any and all damages, losses, claims, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ ' fees (which such attorneys may be employees of any Liquidity Provider, any Credit Support Provider, any Class Agent, the Administrative Agent or the Collateral Agent, as applicableFunding Agents) and disbursements (all of the foregoing being collectively referred to as “"Indemnified Amounts”") awarded against or incurred by any of them in any action or proceeding between the Transferor or any Originator (including in its capacity as the Collection Agent) and any of the Indemnified Parties or between any of the Indemnified Parties and any third party or otherwise arising out of or as a result of this Agreement Agreement, the other Transaction Documents, the ownership or the ownershipmaintenance, either directly or indirectly, by the Administrative Agent Agent, the Funding Agents or any Class Investor the Transferees of the Transferred Interest or any of the other transactions contemplated hereby or thereby, excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence negligence, bad faith or willful misconduct on the part of such an Indemnified Party or and (ii) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (iii) claims arising from credit lossesdue to the financial inability of an Obligor to pay. Without limiting the generality of the foregoing, but subject in all respects to the limitations set forth in clauses (i) and (ii) above, the Transferor shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:

Indemnities by the Transferor. Without limiting any other rights which the Agent, the Administrative Agent Agents or any of the Class Investors may have hereunder or under applicable law, the Transferor hereby agrees to indemnify each Class the Investors, the Agent, each Class Investor, the Administrative AgentAgents, the Collateral AgentAgents, any the Liquidity Provider, any Providers and the Credit Support Provider Providers and any related commercial paper issuer that finances a Class Conduit and any their respective successors and any permitted assigns and their respective officers, directors and employees (collectively, “"Indemnified Parties”") from and against any and all damages, losses, claims, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ ' fees (which such attorneys may be employees of any a Liquidity Provider, any a Credit Support Provider, any Class the Agent, the an Administrative Agent or the a Collateral Agent, as applicable) and disbursements (all of the foregoing being collectively referred to as “"Indemnified Amounts”") awarded against or incurred by any of them in any action or proceeding between the Transferor or any Parent Group Member (including any Parent Group Member, in its capacity as the Collection Agent) and any of the Indemnified Parties or between any of the Indemnified Parties and any third party or otherwise arising out of or as a result of this Agreement Agreement, the other Transaction Documents, the ownership or the ownershipmaintenance, either directly or indirectly, by the Administrative Agent or any Class Investor of the Transferred Interest or any of the other transactions contemplated hereby or thereby, excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such an Indemnified Party or (ii) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (iii) claims arising from credit lossesReceivables. Without limiting the generality of the foregoing, the Transferor shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:

Indemnities by the Transferor. Without limiting any other rights which the Administrative Agent Agent, the Company or any of the Class Bank Investors may have hereunder or under applicable law, the Transferor hereby agrees to indemnify each Class the Company, the Bank Investors, the Agent, each Class Investor, the Administrative Agent, the Collateral Agent, any the Liquidity Provider, any Provider and the Credit Support Provider and any related commercial paper issuer that finances a Class Conduit and any successors and any permitted assigns and their respective any officers, directors and employees (collectively, “Indemnified Parties”" INDEMNIFIED PARTIES") from and against any and all damages, losses, claims, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ ' fees (which such attorneys may be employees of any the Liquidity Provider, any the Credit Support Provider, any Class the Agent, the Administrative Agent or the Collateral Agent, as applicable) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”"INDEMNIFIED AMOUNTS") awarded against or incurred by any of them in any action or proceeding between the Transferor or any Parent Group Member (including any Parent Group Member, in its capacity as the Collection Agent) and any of the Indemnified Parties or between any of the Indemnified Parties and any third party or otherwise arising out of or as a result of this Agreement Agreement, the other Transaction Documents, the ownership or the ownershipmaintenance, either directly or indirectly, by the Administrative Agent Agent, the Company or any Class Bank Investor of the Transferred Interest or any of the other transactions contemplated hereby or thereby, excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such an Indemnified Party or (ii) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (iii) claims arising from credit lossesReceivables. Without limiting the generality of the foregoing, the Transferor shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:

Indemnities by the Transferor. Without limiting any other rights which the Administrative Agent or any of the Class Investors they may have hereunder or under applicable law, the Transferor hereby agrees to indemnify each Class the Company, the Bank Investors, the Agent, each Class Investor, the Administrative Agent, the Collateral Agent, any the Liquidity Provider, any Provider and the Credit Support Provider and any related commercial paper issuer that finances a Class Conduit and any successors and any permitted assigns and their respective officers, directors and employees (collectively, “Indemnified Parties”"INDEMNIFIED PARTIES") from and against any and all damages, losses, claims, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ ' fees (which such attorneys may be employees of any the Liquidity Provider, any the Credit Support Provider, any Class the Agent, the Administrative Agent or the Collateral Agent, as applicable) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”"INDEMNIFIED AMOUNTS") awarded against or incurred by any of them in any action or proceeding between the Transferor or the Master Servicer and any of the Indemnified Parties or between any of the Indemnified Parties and any third party or otherwise, arising out of or as a result of this Agreement or the ownership, either directly or indirectly, by the Administrative Agent Agent, the Company or any Class Bank Investor of the Transferred Interest excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such an Indemnified Party or (ii) recourse (except expect as otherwise specifically provided in this Agreement) for uncollectible Receivables or (iii) claims arising from credit lossesReceivables. Without limiting the generality of the foregoing, the Transferor shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:

Indemnities by the Transferor. (a) General ----------------------------- ------- Indemnity. Without limiting any other rights which the Administrative Agent or any of the Class Investors such Person may have --------- hereunder or under applicable law, the Transferor hereby agrees to indemnify each Class Agent, each Class Investor, of the Administrative Agent, the Collateral AgentTransferee, any the Liquidity ProviderBanks, any Credit Support Provider the Enhancement Bank, Deutsche Bank, each of their respective Affiliates, successors, transferees, participants and any related commercial paper issuer that finances a Class Conduit and any successors and any permitted assigns and their respective all officers, directors directors, shareholders, controlling persons, employees and employees agents of any of the foregoing (collectivelyeach an "Indemnified ----------- Party"), “Indemnified Parties”) forthwith on demand, from and against any and all damages, losses, ----- claims, liabilities, liabilities and related costs and expenses, including, without limitation, including reasonable attorneys’ ' fees (which such attorneys may be employees of any Liquidity Provider, any Credit Support Provider, any Class Agent, the Administrative Agent or the Collateral Agent, as applicable) and disbursements (all of the foregoing being collectively referred to as “"Indemnified Amounts”") awarded against or incurred by any of them ------------------- arising out of or as a result of relating to this Agreement or the ownership, either directly ownership or indirectly, by funding of the Administrative Agent Transferee's Interest (or any Class Investor portion thereof) or in respect of the Transferred Interest any Receivable or any Contract, excluding, however, (ia) Indemnified Amounts to the extent --------- ------- resulting from gross negligence or willful misconduct on the part of the Agent, the Transferee or such Indemnified Party or (iib) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (iii) claims arising from credit lossesDefaulted Receivables. Without limiting the generality of foregoing, and subject to the foregoingforegoing exclusions, the Transferor shall indemnify each Indemnified Party for Indemnified Amounts arising out of or relating to or resulting fromto:

Indemnities by the Transferor. Without limiting any other rights which the Administrative Agent Agent, the CP Conduit Purchasers or any of the Class Investors Committed Purchasers may have hereunder or under applicable law, the Transferor hereby agrees to indemnify each Class Agent, each Class Investorthe CP Conduit Purchasers, the Administrative AgentCommitted Purchasers, the Collateral Agent, any Liquidity Provider, any Credit Support Provider Funding Agents and any related commercial paper issuer that finances a Class Conduit the Administrative Agent and any successors and any permitted assigns and their respective officers, directors directors, agents and employees (collectively, “Indemnified Parties”) from and against any and all damages, losses, claims, liabilities, costs deficiencies, costs, disbursements and expenses, including, without limitation, interest, penalties, amounts paid in settlement and reasonable attorneys’ fees (which such including allocated costs of attorneys who may be employees of any Liquidity Provider, any Credit Support Provider, any Class Agent, the Administrative Agent or the Collateral Agent, as applicable) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them in any action or proceeding between the Transferor, the Collection Agent in such capacity or the Sellers and any of the Indemnified Parties or between any of the Indemnified Parties and any third party and arising out of or as a result of this Agreement Agreement, the other Transaction Documents, the ownership or the ownershipmaintenance, either directly or indirectly, by the Administrative Agent Agent, the CP Conduit Purchasers or any Class Investor Committed Purchaser of the Transferred Interest or any of the other transactions contemplated hereby or thereby, excluding, however, (i) Indemnified Amounts to the extent relating to or resulting from (x) gross negligence or willful misconduct on the part of such any Indemnified Party or (iiy) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (iiiii) claims arising from credit lossesall taxes (other than Indemnified Taxes). Without limiting the generality of the foregoing, the Transferor shall indemnify each Indemnified Party for Indemnified Amounts (without duplication of amounts for which any Indemnified Party is effectively held harmless under any other provision hereof) relating to or resulting from:

Indemnities by the Transferor. Without limiting any other rights which the Administrative Agent or any of the Class Investors Indemnified Parties may have hereunder or under applicable lawLaw and notwithstanding any provision to the contrary herein or in any other Transaction Document, including Section 5.03 of the Transfer and Servicing Agreement, the Transferor hereby agrees to indemnify each Class indemnify, defend and hold harmless (on an after tax basis) the Agent, each Class Investor, the Administrative Agent, the Collateral Agent, any Liquidity Provider, any Credit Support Provider Investor and any related commercial paper issuer that finances a Class Conduit and any their respective successors and any permitted assigns and their respective officers, directors directors, employees, partners, representatives, members, managers, advisors, shareholders, attorneys, Affiliates and employees agents (collectively, “Indemnified Parties”) from and against any and all damages, losses, claims, liabilities, deficiencies, obligations, fines, penalties, actions (whether threatened or existing), judgments, suits (whether threatened or existing), costs and expenses, including, without limitation, including reasonable attorneys’ fees (which such attorneys may be employees of any Liquidity Provider, any Credit Support Provider, any Class Agent, the Administrative Agent or the Collateral Agent, as applicable) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of relating to this Agreement Agreement, the other Transaction Documents, the Receivable Sales Agreement, the Program Management Agreement, the ownership or the ownershipmaintenance, either directly or indirectly, by the Administrative Agent or any Class such Investor of the Transferred Interest excludingOffered Notes or any of the other transactions contemplated hereby or thereby or in respect of the Trust Estate, howeverexcept, (i) Indemnified Amounts to the extent resulting determined in a final and non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party’s gross negligence negligence, fraud or willful misconduct on the part of such Indemnified Party or misconduct, (ii) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables to the extent that any Indemnified Amount relates to Excluded Taxes or amounts payable by the Issuer under Sections 5.2 or 5.3, (iii) claims arising from credit lossesfor recourse for the payment of principal of or interest on, or other amounts due in respect of, the Offered Notes as a result of nonpayment by Obligors on the Accounts or the related Receivables (collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Transferor shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:

Indemnities by the Transferor. Without limiting any other rights which the Administrative Agent Agent, the Funding Agents, the Initial Purchasers, the Successor Servicer, the Fairway APA Banks or any of the Class Investors PARCO APA Banks may have hereunder or under applicable lawLaw, the Transferor hereby agrees to indemnify each Class Agent, each Class Investor, the Administrative Agent, the Collateral AgentInitial Purchasers, any Liquidity Providerthe Funding Agents, any Credit Support Provider the Fairway APA Banks, the PARCO APA Banks and any related commercial paper issuer that finances a Class Conduit the Successor Servicer and any successors and any permitted assigns and their respective officers, directors directors, agents and employees (collectively, “"Indemnified Parties”" and each, an "Indemnified Party") from and against any and all damages, losses, claims, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ ' fees (which such attorneys may be employees of any Liquidity Provider, any Credit Support Provider, any Class Agent, the Administrative Agent or the Collateral Agent, as applicable) and disbursements (all of the foregoing being collectively referred to as “"Indemnified Amounts”") awarded against or incurred by any of them in any action or proceeding between the Transferor 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 Agreement, the other Transaction Documents, the ownership, either directly or indirectly, by the Administrative Agent Agent, any Initial Purchaser, any Funding Agent, or any Class Investor APA Bank Purchaser of the Transferred Interest or any of the other transactions contemplated hereby or thereby, excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party or (ii) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (iii) claims arising from credit lossesReceivables; provided that any Indemnified Amounts owed under this Section 7.1 shall be payable in accordance with Sections 2.5 and 2.6 and shall be Transferor Subordinated Obligations. Without limiting the generality of the foregoing, the Transferor shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:

Indemnities by the Transferor. Without limiting any other rights which the Administrative Agent Agent, the Company or any of the Class Bank Investors may have hereunder or under applicable law, the Transferor hereby agrees to indemnify each Class the Agent, each Class Investorthe Company, the Bank Investors, the Administrative Agent, the Collateral Agent, any the Liquidity Provider, any Provider and the Credit Support Provider and any related commercial paper issuer that finances a Class Conduit and any successors and any permitted assigns and their respective officers, directors and employees (collectively, “"Indemnified Parties”") from and against any and all damages, losses, claims, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ ' fees (which such attorneys may be employees of any the Liquidity Provider, any the Credit Support Provider, any Class the Agent, the Administrative Agent or the Collateral Agent, as applicable) and disbursements (all of the foregoing being collectively referred to as “"Indemnified Amounts”") awarded against or incurred by any of them arising out of or as a result of this Agreement or the ownership, either directly or indirectly, by the Administrative Agent Agent, the Company or any Class Bank Investor of the Transferred Interest excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such an Indemnified Party or (ii) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (iii) claims arising from credit losses. Without limiting the generality of the foregoing, the Transferor shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:

Indemnities by the Transferor. Without limiting any other rights which the Administrative Agent or any of the Class Investors may have hereunder or under applicable law, the Transferor hereby agrees to indemnify each Class Agent, each Class Investor, the Administrative Agent, the Collateral Agent, any Liquidity Provider, any Credit Support Provider and any related commercial paper issuer that finances a Class Conduit and any successors and any permitted assigns and their respective officers, directors and employees (collectively, “Indemnified Parties”) from and against any and all damages, losses, claims, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ attorneys fees (which such attorneys may be employees of any Liquidity Provider, any Credit Support Provider, any Class Agent, the Administrative Agent or the Collateral Agent, as applicable) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement or the ownership, either directly or indirectly, by the Administrative Agent or any Class Investor of the Transferred Interest excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party or (ii) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (iii) claims arising from credit losses. Without limiting the generality of the foregoing, the Transferor shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:

Indemnities by the Transferor. Without limiting any other rights which the Administrative Agent Agent, the Company, Sheffield or any of the Class Bank Investors may have hereunder or under applicable law, the Transferor hereby agrees to indemnify each Class the Company, the Bank Investors, Sheffield, the Agent, each Class Investorthe Enterprise Agent, the Administrative Agent, the Collateral Agent, any Liquidity Provider, any Credit Support Provider and any related commercial paper issuer that finances a Class Conduit Provider,and any successors and any permitted assigns and their respective any officers, directors and employees (collectively, “"Indemnified Parties”") from and against any and all damages, losses, claims, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ ' fees (which such attorneys may be employees of any Liquidity Provider, any Credit Support Provider, any Class Agent, the Administrative Agent or the Collateral Agent, as applicablean Indemnified Party) and disbursements (all of the foregoing being collectively referred to as “"Indemnified Amounts”") awarded against or incurred by any of them in any action or proceeding between the Transferor or WorldCom (including, in its capacity as the Collection Agent) and any of the Indemnified Parties or between any of the Indemnified Parties and any third party or otherwise arising out of or as a result of this Agreement Agreement, the other Transaction Documents, the ownership or the ownershipmaintenance, either directly or indirectly, by the Administrative Agent Agent, the Company, Sheffield or any Class Bank Investor of the Transferred Interest or any of the other transactions contemplated hereby or thereby, excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such an Indemnified Party or (ii) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (iii) claims arising from credit lossesReceivables. Without limiting the generality of the foregoing, the Transferor shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:

Indemnities by the Transferor. Without limiting any other rights which the Administrative Agent or any of the Class Investors may have hereunder or under applicable law, the Transferor hereby agrees to indemnify each Class Agent, each Class Investor, the Purchasers and the Administrative Agent, the Collateral Agent, any Liquidity Provider, any Credit Support Provider and any related commercial paper issuer that finances a Class Conduit Agent and any successors and any permitted assigns and their respective officers, directors directors, agents and employees (collectively, “"Indemnified Parties”") from and against any and all damages, losses, claims, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ ' fees (which such attorneys may be employees of any Liquidity Provider, any Credit Support Provider, any Class Agent, the Administrative Agent or the Collateral Agent, as applicable) and disbursements (all of the foregoing being collectively referred to as “"Indemnified Amounts”") awarded against or incurred by any of them in any action or proceeding between the Transferor, the Collection Agent in such capacity or the Sellers 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 Agreement, the other Transaction Documents, the ownership or the ownershipmaintenance, either directly or indirectly, by the Administrative Agent or any Class Investor Purchaser of the Transferred Interest or any of the other transactions contemplated hereby or thereby, excluding, however, (i) Indemnified Amounts to the extent relating to or resulting from (x) gross negligence or willful misconduct on the part of such an Indemnified Party as finally determined pursuant to a nonappealable order or judgment issued by a court of competent jurisdiction or (iiy) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (iiiii) claims arising from credit lossesall taxes (other than Indemnified Taxes). Without limiting the generality of the foregoing, the Transferor shall indemnify each Indemnified Party for Indemnified Amounts (without duplication of amounts for which any Indemnified Party is effectively held harmless under any other provision hereof) relating to or resulting from:

Indemnities by the Transferor. Without limiting any other rights which the Administrative Agent or any of the Class Investors Indemnified Parties may have hereunder or under applicable lawLaw, the Transferor hereby agrees to indemnify each Class Agent, each Class Investor, the Administrative Agent, the Collateral Agent, any Liquidity Provider, any Credit Support Provider Investor and any related commercial paper issuer that finances a Class Conduit and any successors and any permitted assigns and their its respective officers, directors directors, employees and employees agents (collectively, “"Indemnified Parties”") from and against any and all damages, losses, claims, liabilities, costs and expenses, including, without limitation, including reasonable attorneys’ ' fees (which such attorneys may be employees of any Liquidity Provider, any Credit Support Provider, any Class Agent, the Administrative Agent or the Collateral Agent, as applicable) and disbursements (all of the foregoing being collectively referred to as “"Indemnified Amounts”") awarded against or incurred by any of them in any action or proceeding between the Transferor and any of the Indemnified Parties (but only to the extent that the Indemnified Party is the prevailing party in such action or proceeding against the Transferor) or between any of the Indemnified Parties and any third party or otherwise arising out of or as a result of this Agreement Agreement, the other Transaction Documents, the ownership or the ownershipmaintenance, either directly or indirectly, by the Administrative Agent or any Class such Investor of the Transferred Interest excludingOffered Notes or any of the other transactions contemplated hereby or thereby, howeverexcept, (i) Indemnified Amounts to the extent resulting from gross negligence negligence, fraud or willful misconduct on the part of such Indemnified Party or Party, (ii) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables to the extent that any claim, damage, loss, liability, cost or expense relates to Excluded Taxes or amounts payable by the Issuer under Sections 5.2, 5.3, or 5.4 (iii) claims arising from credit lossesfor recourse for the payment of principal of or interest on, or other amounts due in respect of, the Offered Notes as a result of nonpayment by Obligors on the Accounts or the related Receivables (collectively, the "Excluded Liabilities"). Without limiting the generality of the foregoing, the Transferor shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:

Indemnities by the Transferor. Without limiting any ----------------------------- other rights which the Administrative Agent or any of the Class Investors Banks may have hereunder or under applicable lawGovernmental Rule, the Transferor hereby agrees to indemnify each Class Agent, each Class Investor, the Administrative Agent, Agent and the Collateral Agent, any Liquidity Provider, any Credit Support Provider and any related commercial paper issuer that finances a Class Conduit and any successors Banks and any permitted assigns and their respective officers, directors and employees (collectively, “"Indemnified Parties”") from and against any and all ------------------- damages, losses, claims, liabilities, costs and expenses, including, without limitation, including reasonable attorneys’ ' fees (which such attorneys may be employees of any Liquidity Provider, any Credit Support Provider, any Class Agent, the Administrative Agent or any one of the Collateral Agent, as applicableBanks) and disbursements (all of the foregoing being collectively referred to as “"Indemnified Amounts”") awarded against or incurred by any of ------------------- them arising out of or as a result of this Agreement or the ownership, either directly or indirectly, by the Administrative Agent or any Class Investor the Banks of the a Transferred Interest Interest, excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such an Indemnified Party or (ii) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (iii) claims arising from credit lossesReceivables. Without limiting the generality of the foregoing, the Transferor shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:

Indemnities by the Transferor. Without limiting any other rights which that the Transferee and its respective officers, directors, agents, employees, assigns (including the Administrative Agent Agent, each Purchaser and each Secured Party), controlling Persons or Affiliates of any of the Class Investors foregoing (each, an “Indemnified Party”) may have hereunder hereunder, under any other Transaction Document or under applicable lawLaw, the Transferor hereby agrees to indemnify and hold harmless each Class Agent, each Class Investor, the Administrative Agent, the Collateral Agent, any Liquidity Provider, any Credit Support Provider and any related commercial paper issuer that finances a Class Conduit and any successors and any permitted assigns and their respective officers, directors and employees (collectively, “Indemnified Parties”) Party from and against any and all damages, losses, claims, liabilities, costs deficiencies, costs, disbursements and expenses, includingincluding interest, without limitationpenalties, amounts paid in settlement and reasonable attorneyslawyers’ fees (which such attorneys may be employees of any Liquidity Provider, any Credit Support Provider, any Class Agent, the Administrative Agent or the Collateral Agent, as applicable) and disbursements expenses (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any Indemnified Party (including in connection with or relating to any investigation, litigation or lawsuit (actual or threatened) or order, consent, decree, judgment, claim or other action of them whatever sort (including the preparation of any defence with respect thereto)), in each case, to the extent arising out of or resulting from this Agreement or any other Transaction Document (including any and all amounts paid or payable by the Transferee pursuant to Sections 2.11 (Breakage Costs), 2.14 (Indemnity for Reserves and Expenses), 2.15 (Indemnity for Taxes), 10 (Indemnities by the Transferor), 11.4 (Costs and Expenses) and 11.15 (Judgement Currency) of the Receivables Transfer Agreement), or any transaction contemplated hereby or thereby, including, without limitation, Indemnified Amounts awarded against or incurred by any Indemnified Party in connection with, as a result of this Agreement or the ownership, either directly or indirectly, by the Administrative Agent or any Class Investor of the Transferred Interest excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party or (ii) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (iii) claims arising from credit losses. Without limiting the generality of the foregoing, the Transferor shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting fromrelated to:

Indemnities by the Transferor. Without limiting any other rights which that the Administrative Agent or any Transferee or any of the Class Investors their respective Affiliates or its agents (each, an "Indemnified Party") may have hereunder or under applicable law, the Transferor hereby agrees to indemnify each Class Agent, each Class Investor, the Administrative Agent, the Collateral Agent, any Liquidity Provider, any Credit Support Provider and any related commercial paper issuer that finances a Class Conduit and any successors and any permitted assigns and their respective officers, directors and employees (collectively, “Indemnified Parties”) Party from and against any and all damages, losses, claims, liabilities, costs losses and expenses, including, without limitation, liabilities (including reasonable attorneys’ fees (which such attorneys may be employees of any Liquidity Provider, any Credit Support Provider, any Class Agent, the Administrative Agent or the Collateral Agent, as applicable' fees) and disbursements (all of the foregoing being collectively referred to as “"Indemnified Amounts”") awarded against or incurred by any of them arising out of or as a result of resulting from this Agreement or the ownership, either directly use of proceeds of any Transfer or indirectly, by the Administrative Agent or any Class Investor acceptance of the Transferred Interest transfer of the Receivables or in respect of any Receivable, Related Contract or Related Security, excluding, however, (ia) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party or Party, (iib) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (iiic) claims any 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, arising from credit lossesout of or as a result of this Agreement or the acceptance of the transfer of the Receivables or in respect of any Receivable, Related Contract or Related Security. Without limiting the generality of or being limited by the foregoing, the Transferor 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 to or resulting fromfrom any of the following:

Indemnities by the Transferor. Without limiting any other rights which the Administrative Agent Agent, any Class Agent, any Conduit or any of the Class Investors Bank Investor may have hereunder or under applicable law, the Transferor hereby agrees to indemnify each Conduit each Bank Investor, the Agent, each Class Agent, each Class Investor, the Administrative Agent, the Collateral Agent, any each Liquidity Provider, any Provider and each Credit Support Provider and any related commercial paper issuer that finances a Class Conduit and any successors and any permitted assigns and their respective officers, directors and employees (collectively, “the "Indemnified Parties”") from and against any and all damages, losses, claims, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ ' fees (which such attorneys may be employees of any Liquidity Provider, any Credit Support Provider, any Class Agent, the Administrative Agent or the Collateral Agent, as applicableIndemnified Party) and disbursements (all of the foregoing being collectively referred to as “"Indemnified Amounts”") awarded against or incurred by any of them in any action or proceeding between the Transferor, the Servicer 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 Agreement, the other Transaction Documents, the ownership or the ownershipmaintenance, either directly or indirectly, by the Administrative Agent Agent, any Conduit or any Class Bank Investor of the any Transferred Interest or any of the other transactions contemplated hereby or thereby, excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such an Indemnified Party or (ii) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (iii) claims arising from credit lossesReceivables. Without limiting the generality of the foregoing, foregoing the Transferor shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:

Indemnities by the Transferor. Without limiting any other rights which the Agent, the Administrative Agent Agents or any of the Class Investors may have hereunder or under ​ ​ 115 ​ applicable law, the Transferor hereby agrees to indemnify each Class the Investors, the Agent, each Class Investor, the Administrative AgentAgents, the Collateral AgentAgents, any the Liquidity Provider, any Providers and the Credit Support Provider Providers and any related commercial paper issuer that finances a Class Conduit and any their respective successors and any permitted assigns and their respective officers, directors and employees (collectively, “Indemnified Parties”) from and against any and all damages, losses, claims, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ fees (which such attorneys may be employees of any a Liquidity Provider, any a Credit Support Provider, any Class the Agent, the an Administrative Agent or the a Collateral Agent, as applicable) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them in any action or proceeding between the Transferor or any Parent Group Member (including any Parent Group Member, in its capacity as the Collection Agent) and any of the Indemnified Parties or between any of the Indemnified Parties and any third party or otherwise arising out of or as a result of this Agreement Agreement, the other Transaction Documents, the ownership or the ownershipmaintenance, either directly or indirectly, by the Administrative Agent or any Class Investor of the Transferred Interest or any of the other transactions contemplated hereby or thereby, excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such an Indemnified Party or (ii) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (iii) claims arising from credit lossesReceivables. Without limiting the generality of the foregoing, the Transferor shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:: ​

Indemnities by the Transferor. (a) Without limiting any other rights which the Administrative Agent Agent, the Buyer or any of the Class Investors other Owner may have hereunder or under applicable law, the Transferor hereby agrees to indemnify each Class Agentthe Buyer, each Class Investorother Owner, the Agent, the Administrative Agent, the Collateral Agent, any Liquidity Provider, any Provider and the Credit Support Provider and any related commercial paper issuer that finances a Class Conduit and any successors and any permitted assigns and any of their respective officers, directors and employees (collectively, “"Indemnified Parties”") from and against any and all damages, losses, claims, liabilities, costs and expenses, including, without limitation, reasonable and actual attorneys’ ' fees (which such attorneys may be employees of any the Liquidity Provider, any the Credit Support Provider, any Class Agent, the Administrative Agent or the Collateral Administrative Agent, as applicable) and disbursements (all of the foregoing being collectively referred to as “"Indemnified Amounts”") awarded against or incurred by any of them in any action or proceeding between the Transferor or CompuCredit (including, in its capacity as the Servicer) 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 Agreement, the other Transaction Documents, the ownership or the ownershipmaintenance, either directly or indirectly, by the Administrative Agent Agent, the Buyer or any Class Investor other Owner of the Transferred Interest or any of the other transactions contemplated hereby or thereby, excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such an Indemnified Party or Party, (ii) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or Receivables, (iii) claims arising Indemnified Amounts specifically excluded from credit lossescoverage under Sections 8.2, 8.3 and 8.4 and (iv) Taxes and Excluded Taxes. Without limiting the generality of the foregoing, the Transferor shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:

Indemnities by the Transferor. Without limiting any other rights which the Administrative Agent or any of the Class Investors they may have hereunder or under applicable law, the Transferor hereby agrees to indemnify each Class the Company, the Bank Investors, the Agent, each Class Investor, the Administrative Agent, the Collateral Agent, any the Liquidity Provider, any Provider and the Credit Support Provider and any related commercial paper issuer that finances a Class Conduit and any successors and any permitted assigns and their respective officers, directors directors, employees, counsel and employees agents (collectively, “Indemnified Parties”"INDEMNIFIED PARTIES") from and against any and all damages, losses, claims, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ ' fees (which such attorneys may be employees of any the Liquidity Provider, any the Credit Support Provider, any Class the Agent, the Administrative Agent or the Collateral Agent, as applicable) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”"INDEMNIFIED AMOUNTS") awarded against or incurred by any of them in any action or proceeding between the Transferor or the Parent (including, in its capacity as the Servicer) 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 Agreement, the other Transaction Documents, the ownership or the ownershipmaintenance, either directly or indirectly, by the Administrative Agent Agent, the Company or any Class Bank Investor of the Transferred Interest or any of the other transactions contemplated hereby or thereby, excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such an Indemnified Party or (ii) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (iii) claims arising from credit lossesand Related Security. Without limiting the generality of the foregoing, but subject to the preceding exclusions, the Transferor shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:

Indemnities by the Transferor. Without limiting any other rights which the Administrative Agent Agent, the Company or any of the Class Bank Investors may have hereunder or under applicable law, the Transferor hereby agrees to indemnify each Class the Company, the Bank Investors, the Agent, each Class Investor, the Administrative Agent, the Collateral Agent, any the Liquidity Provider, any Provider and the Credit Support Provider and any related commercial paper issuer that finances a Class Conduit and any successors and any permitted assigns and their respective any officers, directors and employees (collectively, “"Indemnified Parties”") from and against any and all damages, losses, claims, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ ' fees (which such attorneys may be employees of any the Liquidity Provider, any the Credit Support Provider, any Class the Agent, the Administrative Agent or the Collateral Agent, as applicable) and disbursements (all of the foregoing being collectively referred to as “"Indemnified Amounts”") awarded against or incurred by any of them in any action or proceeding between the Transferor or the Seller (including, in its capacity as the Collection Agent) and any of the Indemnified Parties or between any of the Indemnified Parties and any third party or otherwise arising out of or as a result of this Agreement Agreement, the other Transaction Documents, the ownership or the ownershipmaintenance, either directly or indirectly, by the Administrative Agent Agent, the Company or any Class Bank Investor of the Transferred Interest or any of the other transactions contemplated hereby or thereby, excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such an Indemnified Party or (ii) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (iii) claims arising from credit lossesReceivables. Without limiting the generality of the foregoing, the Transferor shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:

Indemnities by the Transferor. (a) Without limiting any other rights which the Administrative Agent or any of the Class Investors may have hereunder or under applicable law, the Transferor hereby agrees to indemnify each Class Agent, each Class Investor, the Administrative Agent, the Collateral Agent, any Liquidity Provider, any Credit Program Support Provider and any related commercial paper issuer that finances a Class Conduit and any successors and any permitted assigns and their respective officers, directors and employees (collectively, “"Indemnified Parties”Part ies ") from and against any and all damages, losses, claims, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ ' fees (which such attorneys may be employees of any Liquidity Provider, any Credit Support Provider, any Class Agent, the Administrative Agent or the Collateral Agent, as applicableIndemnified Party) and disbursements (all of the foregoing being collectively referred to as “"Indemnified Amounts”Amount s") awarded against or incurred by any of them arising out of or as a result of this Agreement or the ownership, either directly use of proceeds of any Credit Extensions or indirectly, by the Administrative Agent security interest in respect of any Pool Receivable or any Class Investor of the Transferred Interest other Collateral excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party or (ii) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Pool Receivables or (iii) claims or losses arising from credit lossesCredit Risk Losses. Without limiting the generality of the foregoing, the Transferor shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:: (i) reliance on any representation or warranty made by the Transferor (or any officers of the Transferor) under or in connection with this Agreement, any Periodic Report or any other information or report delivered by the Transferor pursuant hereto, which shall have been false or incorrect in any material respect when made or deemed made; (ii) the failure by the Transferor to comply with any Applicable Law with respect to any Pool Receivable or the related Contract, or the nonconformity of any Receivable or the related Contract with any such Applicable Law; (iii) the failure to maintain a first priority perfected security interest in favor of the Administrative Agent on behalf of the Secured Parties in the Collateral, free and clear of any Adverse Claim; (iv) 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 of the Collateral; (v) any dispute, claim, offset or defense (other than discharge in bankruptcy) of any Pool Obligor to the payment of any Pool Receivable included in the Collateral (including, without limitation, a defense based on such Pool Receivable or the 98 70 Redline 79

Indemnities by the Transferor. Without limiting any other rights which the Administrative Agent Funding Agent, the Group Agents, the Redwood Insurer or any of the Class Investors Transferees may have hereunder or under applicable law, the Transferor hereby agrees to indemnify each Class Agent, each Class Investor, the Administrative Funding Agent, the Collateral AgentGroup Agents, any Liquidity Provider, any Credit Support Provider the Redwood Insurer and any related commercial paper issuer that finances a Class Conduit the Transferees and any successors and any permitted assigns and their respective officers, directors directors, agents and employees (collectively, “"Indemnified Parties”") from and against any and all damages, losses, claims, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ ' fees (which such attorneys may be employees of any Liquidity Provider, any Credit Support Provider, any Class Agent, the Administrative Agent or the Collateral Agent, as applicable) and disbursements (all of the foregoing being collectively referred to as “"Indemnified Amounts”") awarded against or incurred by any of them in any action or proceeding arising out of or as a result of this Agreement Agreement, the other Transaction Documents, the ownership or the ownershipmaintenance, either directly or indirectly, by the Administrative Agent or any Class Investor Indemnified Party of the Transferred Interest or any of the other transactions contemplated hereby or thereby, excluding, however, (ia) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party or Party; (iib) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (iiic) claims any income or franchise taxes incurred by such Indemnified Party arising from credit lossesout of or as a result of this Agreement or the ownership of the Transferred Interest. Without limiting the generality of the foregoing, the Transferor shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:

Indemnities by the Transferor. Without limiting any other rights which the Administrative Agent or any of the Class Investors may have hereunder or under applicable law, the Transferor hereby agrees to indemnify each Class the Agent, each Class Investor, the Administrative Agent, the Collateral Agent, any Liquidity Provider, Provider and any Credit Support Provider and any related commercial paper issuer that finances a Class Conduit and any successors and any permitted assigns and their respective officers, directors and employees (collectively, “Indemnified Parties”"INDEMNIFIED PARTIES") from and against any and all damages, losses, claims, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ ' fees (which such attorneys may be employees of any Liquidity Provider, any Credit Support Provider, any Class the Agent, the Administrative Agent or the Collateral Agent, as applicable) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”"INDEMNIFIED AMOUNTS") awarded against or incurred by any of them arising out of or as a result of this Agreement or the ownership, either directly or indirectly, by the Administrative Agent or any Class Investor of the Transferred Interest excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such an Indemnified Party or (ii) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (iii) claims arising from credit losses. Without limiting the generality of the foregoing, the Transferor shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:

Indemnities by the Transferor. Without limiting any other rights which the Administrative Agent Agent, the Funding Agents, the Initial Purchasers, the Liberty APA Banks or any of the Class Investors PARCO APA Banks may have hereunder or under applicable lawLaw, the Transferor hereby agrees to indemnify each Class Agent, each Class Investor, the Administrative Agent, the Collateral AgentInitial Purchasers, any Liquidity Providerthe Liberty APA Banks, any Credit Support Provider the Redwood Secured Parties, the PARCO APA Banks and any related commercial paper issuer that finances a Class Conduit each Funding Agent and any successors and any permitted assigns and their respective officers, directors directors, agents and employees (collectively, “"Indemnified Parties”") from and against any and all damages, losses, claims, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ ' fees (which such attorneys may be employees of any Liquidity Provider, any Credit Support Provider, any Class Agent, the Administrative Agent or the Collateral Agent, as applicable) and disbursements (all of the foregoing being collectively referred to as “"Indemnified Amounts”") awarded against or incurred by any of them in any action or proceeding between the Transferor 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 Agreement, the other Transaction Documents, the ownership, either directly or indirectly, by a Funding Agent, the Administrative Agent Initial Purchasers or any Class Investor PARCO APA Bank of the Transferred Interest or any of the other transactions contemplated hereby or thereby, excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such an Indemnified Party or (ii) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (iii) claims arising from credit lossesReceivables; provided that any Indemnified Amounts owed under this Section 7.1 shall be payable in accordance with Sections 2.5 and 2.6 and shall be Transferor Subordinated Obligations. Without limiting the generality of the foregoing, the Transferor shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from: