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: (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 Investor 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, rule or regulation with respect to any Receivable or the related Contract, or the nonconformity of any Receivable or the related Contract with any such applicable law, rule or regulation; (iii) the failure to vest and maintain vested in the Administrative Agent on behalf of the Class Investors an undivided percentage ownership or security interest, to the extent of the Transferred Interest, in the Receivables included in the Transferred Interest, 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 included in the Transferred Interest (including, without limitation, a defense based on such Receivable or the related Contract not being 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 merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vi) any failure of Tech Data, as Collection Agent or otherwise, to perform its duties or obligations in accordance with the provisions of Article VI; 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;” provided, however, that if any Class Conduit enters into agreements for the purchase of interests in receivables from one or more Other Transferors, such Class Conduit shall allocate such Indemnified Amounts which are in connection with a Liquidity Provider Agreement, a Credit Support Agreement or the credit support furnished by a Credit Support Provider to the Transferor and each Other Transferor.

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): (i) reliance on any representation representation, warranty, certification, report or warranty other statement made or deemed made by the Transferor any Transaction Party (or any officers of the Transferortheir respective officers) under or in connection with this Agreement, any Investor Report Agreement or any of the other information or report delivered by the Transferor pursuant hereto, Transaction Documents which shall have been false or incorrect in any material respect when made or deemed made; (ii) the failure by the Transferor any Transaction Party to comply with any applicable law, rule or regulation Law with respect to any Receivable or the related Contract, ; or the nonconformity failure of any Receivable or the related Contract with to conform to any such applicable law, rule or regulationLaw; (iii) the failure to vest in the Transferee absolute ownership of the Transferred Assets (other than the Credit Default Swap Collateral and maintain vested the Account Collateral), to vest in the Transferee a perfected security interest in the Credit Default Swap Collateral or to vest in the Administrative Agent on behalf of a perfected security interest in the Class Investors an undivided percentage ownership or security interest, to the extent of the Transferred InterestAccount Collateral, in the Receivables included in the Transferred Interest, each case free and clear of any Adverse Claim; (iv) the failure to filehave filed, or any delay in filing, financing statements, continuation statements, statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to the Transferred Assets, whether at the time of any of the Affected AssetsTransfer or at any subsequent time; (v) any dispute, claim, offset or defense (other than discharge in bankruptcy) of the an Obligor to the payment of any Receivable included in the Transferred Interest Asset (including, without limitation, a defense based on such Receivable Transferred Asset or the any related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of merchandise the merchandise, goods or services related to such Receivable Transferred Asset or the furnishing or failure to furnish such merchandise merchandise, goods or servicesservices or relating to any Contract related thereto; (vi) any failure of Tech Data, as Collection Agent or otherwise, any Transaction Party to perform its duties or obligations in accordance with the provisions of Article VI; orhereof and each other Transaction Document or to perform its duties or obligations under the Contracts or to timely and fully comply in all respects with the Credit and Collection Policy in regard to each Receivable and the related Contract; (vii) any products liability claim or personal injury or property damage suit liability, environmental or other similar or related claim or action of whatever sort arising out of or in connection with merchandise merchandise, goods or services which are the subject of any Contract or the sale of which gave rise to any Receivable;” provided (viii) the commingling of Collections of Transferred Assets at any time with other funds; (ix) any investigation, howeverlitigation or proceeding (actual or threatened) related to this Agreement or any other Transaction Document or the use of proceeds of Transfers or any Transferred Asset; (x) any setoff exercised by the Persons obligated with respect to any Transferred Asset; (xi) any claim brought by any Person other than an Indemnified Party arising from any activity by the Transferor or any Affiliate of the Transferor in servicing, that if administering or collecting any Class Conduit enters into agreements for Transferred Asset; or (xii) the purchase of interests failure by any Transaction Party to pay when due any taxes, including, without limitation, sales, excise or personal property taxes. (b) Notwithstanding anything to the contrary in receivables from one or more Other Transferors, such Class Conduit shall allocate such Indemnified Amounts which are in connection with a Liquidity Provider this Agreement, solely for purposes of the Transferor's indemnification obligations pursuant to clauses (i) and (vi) of this Article VIII, any representation, warranty or covenant qualified by the occurrence or non-occurrence of a Credit Support Agreement Material Adverse Effect or the credit support furnished by a Credit Support Provider similar concepts of materiality shall be deemed to the Transferor and each Other Transferorbe not so qualified.

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: (i) reliance on any representation or warranty or statement made by the Transferor (or any officers of the Transferorits officers) under or in connection with this Agreement, any Investor Report or any Agreement and the other information or report delivered by the Transferor pursuant hereto, Transaction Documents 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, rule or regulation (including, without limitation, usury or consumer law) with respect to any Receivable Receivable, the related Contract or the related Contract, Related Security; or the nonconformity failure of any Receivable or the related Contract with to conform to any such applicable law, rule or regulation; (iii) the failure to vest and maintain vested in of the Administrative Agent on behalf (for the benefit of the Class Investors an undivided percentage ownership or Transferees) to acquire a valid and perfected security interest, to the extent of the Transferred Interest, interest in the Receivables included and the Related Security and Collections in respect thereof under Article 9 of the Transferred InterestUCC of any applicable jurisdiction, free and clear of any Adverse Claim; (iv) the failure to filehave filed, or any delay in filing, financing statements, continuation statements, statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivables or the Related Security and Collections in respect thereof, whether at the time of the Affected Assetstransfer of an interest therein or at any subsequent time; (v) any dispute, claim, offset or defense (other than discharge in bankruptcybankruptcy of the Obligor) of the Obligor to the payment of any Receivable included in the Transferred Interest (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the lease or sale of merchandise the related Equipment or services related to such Receivable or the furnishing or failure to furnish such merchandise Equipment or servicesother services or alleging violation by the Transferor of any laws in connection with such lease or sale activities; (vi) any failure of Tech Data, as Collection Agent or otherwise, the Transferor to perform its duties or obligations in accordance with the provisions of Article VI; orhereof or to perform its duties or obligations under the Related Contracts; (vii) any products or personal 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 any Equipment or other merchandise, services or activities which are the subject of any ReceivableRelated Contract;” provided (viii) the commingling by the Transferor or any of its Affiliates (including without limitation the Originator in its capacity as Collection Agent) of Collections of Receivables at any time with other funds; (ix) any investigation, however, that if any Class Conduit enters into agreements for the purchase of interests in receivables from one litigation or more Other Transferors, such Class Conduit shall allocate such Indemnified Amounts which are in connection with a Liquidity Provider Agreement, a Credit Support proceeding related to this Agreement or the credit support furnished use of proceeds of any Transfer or the acceptance of the transfer of Receivables or in respect of any Receivable, Related Security or Related Contract; or (x) any fine, penalty, tax or other charge asserted against any Indemnified Party by a Credit Support Provider to the Transferor and each Other Transferorany governmental authority or agency or any other Person resulting from any Obligor's use, possession or ownership of any Equipment.

Indemnities by the Transferor. Without limiting any other rights which the Administrative Agent Transferee or any of the Class Investors Secured Party may have hereunder or under applicable law, the Transferor hereby agrees to indemnify each Class Agentthe Transferee and, from and after the time of any pledge or assignment hereof by the Transferee to the Administrative Agent for the benefit of the Secured Parties under the Loan and Security Agreement, each Class InvestorSecured Party (each, 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, an “Indemnified PartiesParty”) 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 an Indemnified Party arising out of or as a result of this Agreement or the ownershipfollowing, 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 from gross negligence or negligence, bad faith, willful misconduct (including breach of covenant or representation) or the reckless disregard of its own duties on the part of such Indemnified Party the Transferee or any Secured Party, as the case may be, or (iib) 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 fromMedallion Loans: (i) reliance on any representation or warranty made or deemed made by the Transferor or any of its Affiliates (or any officers of the Transferortheir respective officers) under or in connection with this Agreement, Agreement or any Investor Report other Operative Document or any other information or report delivered by the Transferor pursuant heretothis Agreement or any other Operative Document (including, without limitation, any representation with respect to a Loan’s classification by the Transferor as an Eligible Medallion Loan), which shall have been false or incorrect in any material respect when made or deemed mademade or delivered; (ii) the failure by the Transferor to comply with any term, provision or covenant contained in this Agreement, or with any applicable law, rule or regulation (including tax laws, rules or regulations) with respect to any Receivable Medallion Loan or the related ContractLoan Documents or any Affiliated Loan Sale Agreement with which compliance is required of the Transferor, or the nonconformity of any Receivable Medallion Loan or the related Contract Loan Documents or any Affiliated Loan Sale Agreement with any such applicable law, rule or regulation; (iii) the failure to vest and maintain vested in the Administrative Agent on behalf of Transferee or to transfer to the Class Investors an undivided percentage Transferee, legal and equitable title to and ownership of, or security interestinterest in, to the extent of the Transferred Interest, in the Receivables included in the Transferred Interestany Medallion Loans together with all Related Assets, free and clear of any Adverse ClaimLien (except for Permitted Participation Interests and as permitted hereunder) whether existing at the time of any Purchase or at any time thereafter; (iv) the failure to file, or any delay in filing, financing statements, continuation statements, statements or other similar instruments or documents under the UCC of any all applicable jurisdiction jurisdictions or other applicable laws or the failure to make other filings with respect to any Medallion Loans, whether at the time of any Purchase or at any subsequent time, but in all events as may be required of the Affected AssetsTransferor hereunder; (v) any dispute, claim, offset or defense (other than discharge in bankruptcy) the failure of the Obligor Transferor or any of its agents and representatives to remit to the payment of any Receivable included in the Transferred Interest (including, without limitation, a defense based on such Receivable Servicer or the related Contract not being legal, valid and binding obligation Collection Account Collections of Medallion Loans remitted to the Transferor or such Obligor enforceable against it in accordance with its terms), agent or any other claim resulting from the sale of merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or servicesrepresentative; (vi) any the failure of Tech Data, as Collection Agent or otherwiseby the Transferor to be duly qualified to do business, to perform its duties be in good standing or obligations to have filed appropriate fictitious or assumed name registration documents in accordance with the provisions of Article VIany jurisdiction, where such qualification may be required by applicable law; orand (vii) the commingling by the Transferor of Collections of Medallion Loans at any products liability time with other funds. An Indemnified Party shall promptly notify the Transferor of any claim as to which it seeks indemnification. If any suit, action, claim or personal injury or property damage suit or other similar or related proceeding which might result in indemnification under this Section 8.01 is brought against an Indemnified Party, the Indemnified Party shall, if a claim or action in respect thereof is to be made against the Transferor hereunder, notify the Transferor in writing of whatever sort arising out of or the commencement thereof. The Transferor may participate in connection with merchandise or services which are and assume the subject defense of any Receivable;” such suit, action, claim, proceeding or investigation at its expense, and no settlement thereof shall be made without the approval of the Transferor and the Indemnified Party. The approval of the Transferor and the Indemnified Party will not be unreasonably withheld or delayed; provided, however, that (i) the Transferor shall agree that any judgment, settlement or other amounts payable as a result of such suit, action, claim, or proceeding shall be subject to indemnification by the Transferor pursuant to this Section 8.01; (ii) the Transferor must keep the Indemnified Party apprised of the progress of any such suit, action, claim or proceeding; and (iii) if any Class Conduit enters into agreements the Indemnified Party reasonably believes that its failure to participate will adversely affect its interests or that there is a conflict of interest which makes it inadvisable for the purchase Transferor’s attorney to represent such party, it shall notify the Transferor of interests such conclusion in receivables from one writing and may, at its election, participate in such suit, action, claim or more Other Transferors, proceeding (the legal fees incurred by the Indemnified Party as a result of such Class Conduit shall allocate such Indemnified Amounts which are in connection with a Liquidity Provider Agreement, a Credit Support Agreement or participation to be reimbursed by the credit support furnished by a Credit Support Provider Transferor). Any amounts subject to the indemnification provisions of this Section 8.01 shall be paid by the Transferor to the Indemnified Party within two (2) Business Days following the Indemnified Party’s demand. The agreement contained in this Section 8.01 shall survive the collection of all Medallion Loans, the termination of this Agreement and each Other Transferorthe payment of all amounts otherwise payable hereunder.

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: (ia) reliance on any representation or warranty made by the Transferor (or any officers of the Transferor) Transferor under or in connection with this Agreement, any Investor Report of the other Transaction Documents, or any other information or report delivered by the Transferor pursuant hereto, or pursuant to any of the other Transaction Documents which shall have been incomplete, false or incorrect in any material respect when made or deemed made; (iib) the failure by the Transferor to comply with any applicable law, rule or regulation Law with respect to any Receivable or the related ContractCredit Card Agreement, or the nonconformity of any Receivable or the related Contract Credit Card Agreement with any such applicable law, rule or regulationLaw; (iii) the failure to vest and maintain vested in the Administrative Agent on behalf of the Class Investors an undivided percentage ownership or security interest, to the extent of the Transferred Interest, in the Receivables included in the Transferred Interest, 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; (vc) any valid dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Receivable included in the Transferred Interest (including, without limitation, including a defense based on such Receivable or the related Contract Credit Card Agreement not being the 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 merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vid) the failure by the Transferor to comply with any failure term, provision or covenant contained in this Agreement or any of Tech Data, as Collection Agent the other Transaction Documents to which it is a party or otherwise, to perform any of its respective duties or obligations in accordance with under the provisions of Article VIReceivables or related Contracts; or (viie) any products liability claim action taken by the Transferor in the enforcement 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 collection of any Receivable;” . Promptly after receipt by an Indemnified Party of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made under this Section 5.1, notify the Transferor, provided, however, the omission to so notify the Transferor will not relieve the Transferor from any liability which it may have to any such Indemnified Party under this Section 5.1, except to the extent the Transferor was actually prejudiced by the failure to give such notices promptly. Each Indemnified Party shall use its good faith efforts to mitigate, reduce or eliminate any losses, expenses or claims for indemnification pursuant to this Section 5.1; provided, however, that if nothing contained herein shall obligate any Class Conduit enters into agreements for the purchase of interests Indemnified Party to take any action that imposes on such Person any additional costs or legal or regulatory burdens which in receivables from one such Person’s reasonable opinion, would have an adverse effect on its business, operations or more Other Transferors, such Class Conduit shall allocate such Indemnified Amounts which are in connection with a Liquidity Provider Agreement, a Credit Support Agreement or the credit support furnished by a Credit Support Provider to the Transferor and each Other Transferorfinancial condition.

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: (i) reliance on any representation or warranty made by any Parent Group Member (including any Parent Group Member, in its capacity as the Transferor (Collection Agent) or any officers of any Parent Group Member (including any Parent Group Member, in its capacity as the TransferorCollection Agent) under or in connection with this Agreement, the Receivable Purchase Agreement, the Parent Agreement, the Transferring Affiliate Letter, the BMA Transfer Agreement, any of the other Transaction Documents, any Investor Report or any other information or report delivered by the Transferor any Parent Group Member pursuant heretoto or in connection with any Transaction Document, which shall have been false or incorrect in any material respect when made or deemed made; (ii) the failure by any Parent Group Member (including any Parent Group Member, in its capacity as the Transferor Collection Agent) to comply with any applicable law, rule or regulation (including, without limitation, any CHAMPUS/VA Regulation, any Medicaid Regulation or any Medicare Regulation), including with respect to any Receivable or the related Contract, or the nonconformity of any Receivable or the related Contract with any such applicable law, rule or regulation; (iii) the failure (x) to vest and maintain vested in the Administrative Agent Agent, on behalf of the Class Investors Investors, an undivided first priority, perfected percentage ownership or security interest, interest (to the extent of the Transferred Interest) in the Affected Assets free and clear of any Adverse Claim or (y) to create or maintain a valid and perfected first priority security interest in favor of the Agent, for the benefit of the Investors, in the Receivables included in the Transferred InterestAffected Assets as contemplated pursuant to Section 10.11, 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 included in the Transferred Interest (including, without limitation, a defense based on such Receivable or the related Contract not being the 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 merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vi) any failure of Tech Data, as the Collection Agent or otherwise, to perform its duties or obligations in accordance with the provisions of Article VIhereof; 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 any Parent Group Member (individually or as Collection Agent) 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 Contracts; (x) the Percentage Factor exceeding the Maximum Percentage Factor at any time; (xi) the failure of any Originating Entity to pay when due any taxes, including without limitation, sales, excise or personal property taxes payable in connection with any of the Receivables; (xii) any repayment by any Indemnified Party of any amount previously distributed in reduction on Net Investment which such Indemnified Party believes in good faith is required to be made; (xiii) the commingling by the Transferor, any Originating Entity or the Collection Agent of Collections of Receivables at any time with other funds; (xiv) any investigation, litigation or proceeding instituted by or against a Person other than such Indemnified Party related to this Agreement, any of the other Transaction Documents, the use of proceeds of Transfers by the Transferor or any Originating Entity, the ownership of Transferred Interests, or any Receivable, Related Security or Contract; 47 (xv) the failure of any Special Account Bank, Designated Account Agent, Intermediate Concentration Account Bank or the Concentration Account Bank to remit any amounts held by it pursuant to the instructions set forth in the applicable Special Account Letter, Intermediate Concentration Account Agreement or Concentration Account Agreement or any instruction of the Collection Agent, the Transferor, any Originating Entity or the Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Special Account Letter, Intermediate Concentration Account Agreement or Concentration Account Agreement) whether by reason of the exercise of set-off rights or otherwise; (xvi) 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 Seller to qualify to do business or file any notice of business activity report or any similar report; (xvii) any failure of the Transferor to give reasonably equivalent value to the Seller in consideration of the purchase by the Transferor from the Seller of any Receivable, any failure of the Seller to give reasonably equivalent value to any Transferring Affiliate in consideration of the purchase by the Seller from such Transferring Affiliate of any Receivable, or any attempt by any Person to void, rescind or set-aside any such transfer under statutory provisions or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; (xviii) any action taken by the Transferor, any Originating Entity or the Collection Agent (if a Parent Group Member or designee thereof) in the enforcement or collection of any Receivable; provided, however, that if any Class Conduit Investor enters into agreements for the purchase of interests in receivables from one or more Other Transferors, such Class Conduit Investor shall allocate such Indemnified Amounts which are in connection with a Liquidity Provider Agreement, a Credit Support Agreement or the credit support furnished by a the Credit Support Provider to the Transferor and each Other Transferor; and provided, further, that if such Indemnified Amounts are attributable to any Parent Group Member 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 any Parent Group Member, such Other Transferors shall be solely liable for such Indemnified Amounts; (xix) any reduction or extinguishment of, or any failure by any Obligor to pay (in whole or in part), any Receivable or any Related Security with respect thereto as a result of or on account of any violation of or prohibition under any law, rule or regulation now or hereafter in effect from time to time, including without limitation and CHAMPUS/VA Regulation, any Medicaid Regulation or any Medicare Regulation, or as a result of or on account of the entering of any judicial or regulatory order or agreement adversely affecting the Transferor or any Parent Group Member; or (xx) any failure by the Transferor or any Parent Group Member to maintain all governmental and other authorization and approvals necessary to render the services, or sell the merchandise, resulting in Receivables.

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 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 or (iii) claims arising from credit losses. Without limiting the generality nonpayment by an Obligor 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 Investor 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, rule or regulation an amount due and payable with respect to any Receivable or the related Contracta Receivable, or the nonconformity (B) any loss in value of any Receivable Financed Vehicle or the related Contract with any such applicable law, rule or regulation; (iii) the failure Permitted Investment due to vest and maintain vested changes in the Administrative Agent on behalf of the Class Investors an undivided percentage ownership or security interest, to the extent of the Transferred Interest, in the Receivables included in the Transferred Interest, 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 included in the Transferred Interest (including, without limitation, a defense based on such Receivable or the related Contract not being 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 merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vi) any failure of Tech Data, as Collection Agent or otherwise, to perform its duties or obligations in accordance with the provisions of Article VI; 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;” provided, however, that if any Class Conduit enters into agreements for the purchase of interests in receivables from one or more Other Transferors, such Class Conduit shall allocate such Indemnified Amounts which are in connection with a Liquidity Provider Agreement, a Credit Support Agreement or the credit support furnished by a Credit Support Provider to the Transferor and each Other Transferormarket conditions.

Indemnities by the Transferor. (a) Without limiting any other rights which the Administrative Agent or any of the Class Investors Company may have hereunder or under applicable lawApplicable Law, each of the Collection Agent and the Transferor hereby agrees to indemnify the Company and its transfers and assigns, and 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 of their respective directors, officers, directors employees, agents and employees attorneys (collectively, all of the foregoing being individually referred to as an “Indemnified Party” and being collectively referred to as “Indemnified Parties”) 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 actually incurred by any of them arising out of or as a result of resulting from this Agreement, the Sale Agreement, the Loan Agreement or any other Document or the ownership, either directly use of proceeds of any Transfer or indirectly, by the Administrative Agent or in respect of 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 lossesProperty. 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: (i) Any Receivable represented or deemed represented by the Transferor to be an Eligible Receivable which was not an Eligible Receivable as of the Transfer Date thereof; (ii) reliance on any representation or warranty made or deemed made by the Transferor (Transferor, the Collection Agent or any of their respective officers of the Transferor) under or in connection with this Agreement, any Investor Report the Sale Agreement, the Loan Agreement or any other information or report delivered by the Transferor pursuant heretoDocument, which shall have been false false, incorrect or incorrect misleading in any material respect when made or deemed mademade or delivered; (iiiii) the failure by the Transferor or the Collection Agent to comply with any term, provision or covenant contained in this Agreement, the Sale Agreement, the Loan Agreement or any other Documents, or any Contract, or with any Applicable Law with respect to any Receivable, the related Contract or the Related Security, or the nonconformity of any Receivable, the related Contract or the Related Security with any such Applicable Law; (iv) the failure to (A) vest and maintain vested in the Company or to transfer to the Company, legal and equitable title to and ownership of, the Receivables and the other 44 Transferred Property which are, or are intended to be, Contributed by the Transferor hereunder or (B) grant to the Company a valid and perfected first priority “security interest” under Article 9 of the UCC in and to the Receivables which are, or are purported to be, Transferred Property, together with all Collections and Related Security, in each case free and clear of any Lien (other than Permitted Liens referred to in clause (b) of the definition thereof) whether existing at the time of the Transfer of any such Receivable or at any time thereafter; (v) the failure by the Transferor to comply with make any applicable law, rule or regulation with respect payment required on its part to any Receivable or the related Contract, or the nonconformity of any Receivable or the related Contract with any such applicable law, rule or regulationbe made hereunder; (iii) the failure to vest and maintain vested in the Administrative Agent on behalf of the Class Investors an undivided percentage ownership or security interest, to the extent of the Transferred Interest, in the Receivables included in the Transferred Interest, free and clear of any Adverse Claim; (ivvi) the failure to file, or any delay in filing, financing statements, continuation statements, statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws Applicable Law with respect to any Receivables and other Transferred Property which are, or are intended to be, Transferred by the Transferor hereunder, whether at the time of the Affected Assetsany Transfer or at any subsequent time; (v) any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Receivable included in the Transferred Interest (including, without limitation, a defense based on such Receivable or the related Contract not being 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 merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vivii) any failure of Tech Data, as the Transferor or the Collection Agent or otherwise, to perform its duties or obligations in accordance with the provisions of Article VI; orthis Agreement or the other Documents or to perform its duties under the Contracts; (viiviii) 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 ReceivableReceivable or Contract;” provided, however, that if (ix) any Class Conduit enters into agreements for set-off by any Collection Account Bank or the purchase of interests in receivables from one or more Other Transferors, such Class Conduit shall allocate such Indemnified Amounts Concentration Account Bank against Collections; (x) the failure to pay when due any taxes which are the Transferor’s responsibility, including sales, excise or personal property taxes payable in connection with a Liquidity Provider Agreementthe Transferred Property or the sale or contribution thereof; (xi) the commingling of Collections of Transferred Property at any time with other funds; (xii) any investigation, a Credit Support litigation or proceeding related to this Agreement or the credit support furnished use of proceeds of Transfers or the ownership by a Credit Support Provider the Company of Transferred Property; (xiii) any attempt by any Person to void or otherwise avoid any transfer of any Transferred Property from the Transferor to the Company under any statutory provision or common law or equitable action, including any provision of the Bankruptcy Law; or (xiv) the inclusion in any Transferred Receivable any portion of the Expected Net Value of which represents sales taxes. (b) Any amounts subject to the indemnification provisions of this Section 8.01 shall be paid by the Transferor and each Other Transferorto the Company within 10 Business Days following the Company’s demand therefor. Notwithstanding any other provision of this Agreement to the contrary, the Transferor shall not indemnify any Indemnified Party for or with respect to any Indemnified Amounts (i) that would constitute recourse for uncollectible Receivables due to the bankruptcy or insolvency of the related Obligor or (iii) that arise solely from such Indemnified Party’s gross negligence, bad faith or willful misconduct as determined in a final non-appealable judgment of a court of competent jurisdiction.

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 for amounts due under the Receivables which are uncollectible. (except as otherwise specifically b) In order for any Indemnified Party to be entitled to any indemnification provided for under this Section 6.01 in this Agreement) for uncollectible Receivables respect of, arising out of, or involving a claim made by any Person against the Indemnified Party (iii) claims arising from credit losses. Without limiting a "Indemnified Claim"), such Indemnified Party must notify the generality Transferor in writing of the foregoingIndemnified Claim within a reasonable time after receipt by such Indemnified Party of written notice of the Indemnified Claim unless the Transferor shall have previously obtained actual knowledge thereof. Thereafter, the Indemnified Party shall deliver to the Transferor, within a reasonable time after the Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Indemnified Claim. If an Indemnified Claim is made against an Indemnified Party, (i) the Transferor will be entitled to participate in the defense thereof and, (ii) if it so chooses, to assume the defense thereof with counsel selected by the Transferor, provided that, in connection with such assumption, such counsel is not reasonably objected to by the Indemnified Party. Should the Transferor so elect to assume the defense of an Indemnified Claim, the Transferor shall indemnify each will not be liable to the Indemnified Party for Indemnified Amounts relating to or resulting from: (i) reliance on any representation or warranty made legal expenses subsequently incurred by the Transferor (or any officers of the Transferor) under or Indemnified Party in connection with this Agreement, any Investor 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, rule or regulation with respect to any Receivable or the related Contract, or the nonconformity defense thereof except for reasonable out-of-pocket expenses of any Receivable or the related Contract with any such applicable law, rule or regulation; (iii) the failure to vest and maintain vested in the Administrative Agent on behalf of the Class Investors an undivided percentage ownership or security interest, to the extent of the Transferred Interest, in the Receivables included in the Transferred Interest, 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 included in the Transferred Interest Indemnified Party (including, without limitation, a defense based on such Receivable or the related Contract not being legal, valid and binding obligation reasonable travel expenses of such Obligor enforceable against it Indemnified Party's personnel who are required to testify at depositions, hearings and/or trial or to participate in accordance with its termssettlement conferences), or any other claim resulting from the sale of merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vi) any failure of Tech Data, as Collection Agent or otherwise, to perform its duties or obligations in accordance with the provisions of Article VI; 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;” provided, however, that that, if any Class Conduit enters into agreements for the purchase of interests in receivables from one or more Other Transferors, such Class Conduit shall allocate defenses are available to such Indemnified Amounts Party with respect to such Indemnified Claim which are not otherwise available to the Transferor, (i) such Indemnified Party will be entitled to participate in the defense of such Indemnified Claim and (ii) the Transferor shall pay for the legal expenses incurred by such Indemnified Party in connection therewith; provided, further, that, with respect to subsection (ii) and to the extent that an Indemnified Claim is made against two or more Indemnified Parties, the Transferor shall only be obligated to pay the fees and expenses of one law firm with respect to all such Indemnified Parties unless there are conflicts of interest between such Indemnified Parties. If the Transferor elects to assume the defense of an Indemnified Claim, the Indemnified Party will (x) cooperate in all reasonable respects with the Transferor in connection with a Liquidity Provider Agreementsuch defense and (y) not admit any liability with respect to, a Credit Support Agreement or settle, compromise or discharge such Indemnified Claim without the credit support furnished by a Credit Support Provider to Transferor's prior written consent. If the Transferor shall assume the defense of any Indemnified Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Transferor does not assume the defense of any such Indemnified Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after obtaining the consent of the Transferor, which consent shall not be unreasonably withheld, to such terms, and each Other Transferorthe Transferor will promptly reimburse the Indemnified Party upon written request.

Indemnities by the Transferor. Without limiting any other rights which the Administrative Agent or any of the Class Investors Company may have hereunder or under applicable lawApplicable Law, the Transferor hereby agrees to indemnify the Company and each Class Agentof its officers, each Class Investordirectors, the Administrative Agentemployees, the Collateral Agentagents, any Liquidity Provider, any Credit Support Provider and any related commercial paper issuer that finances a Class Conduit and any its successors and any permitted assigns (each of the foregoing Persons being individually called a “Sale and their respective officersContribution Indemnified Party”), directors and employees (collectivelyforthwith on demand, “Indemnified Parties”) from and against any and all damages, losses, claims, liabilitiesjudgments, 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 called “Sale and Contribution Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of the failure of the Transferor to perform its obligations under this Agreement or the ownershipany other Transaction Document, either directly or indirectly, by the Administrative Agent or any Class Investor arising out of the Transferred Interest claims asserted against a Sale and Contribution Indemnified Party relating to the transactions contemplated herein or therein or the use of proceeds thereof or therefrom; excluding, however, (i) Sale and Contribution Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Sale and Contribution Indemnified Party or Party, (ii) any indemnification which has the effect of recourse (except as otherwise specifically provided for non-payment of the Receivables due to a discharge in this Agreement) for uncollectible Receivables bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor and (iii) claims arising from credit lossesany net income or franchise tax imposed on such Sale and Contribution Indemnified Party by the jurisdiction under the laws of which such Sale and Contribution Indemnified Party is organized, where it is subject to net income or franchise tax for reasons unrelated to the transactions contemplated hereby or where its principal executive office is located or any political subdivision thereof. Without limiting the generality of foregoing, and subject to the foregoingexclusions set forth in the preceding sentence, the Transferor shall indemnify pay on demand (which demand shall be accompanied by documentation of the Sale and Contribution Indemnified Amounts, in reasonable detail) to each Sale and Contribution Indemnified Party for any and all amounts necessary to indemnify such Sale and Contribution Indemnified Party from and against any and all Sale and Contribution Indemnified Amounts relating to or resulting from: (ia) reliance on the transfer by the Transferor of an interest in any Receivable to any Person other than the Company; (b) the breach of any representation or warranty made by the Transferor (or any officers of the Transferorits officers) under or in connection with this Agreement, any Investor Report Agreement or any other Transaction Document, or any information or report delivered by the Transferor pursuant heretohereto or thereto, which shall have been false or incorrect in any material respect when made or deemed made; (iic) the failure by the Transferor to comply with any applicable law, rule or regulation Applicable Law with respect to any Receivable generated or acquired by the Transferor sold or otherwise transferred or purported to be transferred hereunder or the related Contract, or the nonconformity of any Receivable generated or acquired by the Transferor sold or otherwise transferred or purported to be transferred hereunder or the related Contract with any such applicable law, rule or regulationApplicable Law; (iiid) the failure by the Transferor to vest and maintain vested in the Administrative Agent on behalf of the Class Investors Company an undivided percentage ownership or security interest, to the extent of the Transferred Interest, interest in the Receivables included in generated or acquired by the Transferred Interest, Transferor sold or otherwise transferred or purported to be transferred hereunder free and clear of any Adverse Claim; (ive) the failure to file, or any delay in filing, by the Transferor financing statements, continuation statements, statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws Applicable Laws with respect to any Receivables or purported Receivables generated or acquired by the Transferor sold or otherwise transferred or purported to be transferred hereunder, whether at the time of any purchase or at any subsequent time to the Affected Assetsextent required hereunder; (vf) any dispute, claim, offset or defense (other than discharge in bankruptcybankruptcy or similar insolvency proceeding of an Obligor or other credit related reasons) of the Obligor to the payment of any Receivable included in or purported Receivable generated or acquired by the Transferred Interest Transferor sold or otherwise transferred or purported to be transferred hereunder (including, without limitation, a defense based on such Receivable Receivable’s or the related Contract Contract’s 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 merchandise or services related to any such Receivable or the furnishing of or failure to furnish such merchandise or services; (vig) any failure of Tech Data, as Collection Agent or otherwise, to perform its duties or obligations in accordance with the provisions of Article VI; or (vii) any products product liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with merchandise the products or services which that are the subject of any ReceivableReceivable generated or acquired by the Transferor;” provided (h) the commingling of Collections of Receivables at any time with other funds; and (i) any tax or governmental fee or charge (other than any tax excluded pursuant to clause (iii) in the proviso to the preceding sentence), howeverall interest and penalties thereon or with respect thereto, that if any Class Conduit enters into agreements for and all out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which are required to be paid by reason of the purchase or ownership of interests the Receivables generated or acquired by the Transferor or any Related Security connected with any such Receivables. If for any reason the indemnification provided above in receivables from one this Section 9.1 is unavailable to a Sale and Contribution Indemnified Party or more Other Transferorsis insufficient to hold such Sale and Contribution Indemnified Party harmless, such Class Conduit then the Transferor, shall allocate such Indemnified Amounts which are in connection with a Liquidity Provider Agreement, a Credit Support Agreement or the credit support furnished by a Credit Support Provider contribute to the Transferor amount paid or payable by such Sale and each Other TransferorContribution Indemnified Party to the maximum extent permitted under Applicable Law.

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: (i) reliance on any representation or warranty made by the Transferor (or any officers of the Transferor) Transferor under or in connection with this Agreement, the Receivable Purchase Agreement, any Investor of the other Transaction Documents, any Monthly Servicer Report or any other information or report delivered by the Transferor or the Servicer 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, rule or regulation with respect to any Receivable or the related ContractAccount, or the nonconformity of any Receivable or the related Contract Account with any such applicable law, rule or regulation; (iii) the failure to vest and maintain vested in the Administrative Agent Agent, on behalf of the Class Investors Buyers and the Bank Investors, an undivided percentage ownership or first priority, perfected security interest, interest (to the extent of the Transferred Interest, ) in the Receivables included in the Transferred Interest, Affected Assets free and clear of any Adverse ClaimClaim (except as may be expressly permitted under the Transaction Documents); (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 included in the Transferred Interest (including, without limitation, a defense based on such Receivable or the related Contract Account not being the legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting the enforcement of creditors' rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity)), or any other claim resulting from the sale of merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vi) any failure of Tech Data, as Collection Agent or otherwise, to perform its duties or obligations in accordance with the provisions of Article VI; 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;” (vii) the failure by the Transferor 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 Accounts; (viii) any repayment by any Indemnified Party of any amount previously distributed in reduction of the Buyers' Net Investment which such Indemnified Party believes in good faith is required to be made; (ix) the commingling by the Transferor or the Servicer of Collections of Receivables at any time with other funds; (x) any investigation, litigation or proceeding related to this Agreement, any of the other Transaction Documents, the use of proceeds of Transfers by the Transferor, the interests in the Transferred Interests, or any Receivable or Related Security; (xi) 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 to qualify to do business or file any notice of business activity report or any similar report; (xii) any failure of the Transferor to give reasonably equivalent value to CAC in consideration of the purchase by the Transferor from CAC of any Receivable, or any attempt by any Person to void, rescind or set-aside any such transfer under statutory provisions or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; or (xiii) any action taken by the Transferor in the enforcement or collection of any Receivable; provided, however, that if any Class Conduit Buyer A enters into agreements for the purchase of interests in receivables from one or more Other Transferors, such Class Conduit Buyer A shall allocate such Indemnified Amounts which are in connection with a the Liquidity Provider Agreement, a the Credit Support Agreement or the credit support furnished by a 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.

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: (i) reliance on any representation or warranty made by the Transferor (Transferor, any Eligible Originator or the Servicer or any officers officer of the Transferor) , any Eligible Originator or the Servicer under or in connection with this Agreement, any Investor Report Receivables Purchase Agreement, any of the other Transaction Documents or any other information or report delivered by the Transferor or the Servicer pursuant heretohereto or thereto, which shall have been false or incorrect in any material respect when made or deemed made; (ii) the failure by the Transferor Transferor, any Eligible Originator or the Servicer to comply with any applicable law, rule or regulation with respect to any Receivable or the related ContractAccount, or the nonconformity of any Receivable or the related Contract Account with any such applicable law, rule or regulation; (iii) the failure to vest and maintain vested in the Administrative Agent Trustee, on behalf of the Class Investors Trust, an undivided first priority, perfected percentage ownership or security interest, to the extent of the Transferred Interest, interest in the Receivables included in the Transferred Interest, Trust Property free and clear of any Adverse ClaimLien (except as expressly permitted by the Transaction Documents); (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 AssetsTrust Property; (v) any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Receivable included in the Transferred Interest (including, without limitation, a defense based on such Receivable or the related Contract Account not being the 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 merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vi) any failure of Tech Data, as Collection Agent or otherwise, the Servicer to perform its duties or obligations in accordance with the provisions of Article VIthe Master 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 as defined in the Master Pooling and Servicing Agreement; (ix) the failure by the Transferor, any Eligible Originator or the 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 Accounts; (x) the failure of any Eligible Originator 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 the Senior Class Investor Amount which such Indemnified Party believes in good faith is required to be made; (xii) the commingling by the Transferor, any Eligible Originator or the Servicer of Collections of Receivables at any time with other funds, except as permitted in the Transaction Documents; (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 Senior Class Certificates by the Transferor, the ownership of the Senior Class 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 any Eligible Originator to qualify to do business or file any notice of business activity report or any similar report; (xv) any failure of the Transferor to give reasonably equivalent value to an Eligible Originator in consideration of the purchase by the Transferor from such Eligible Originator of any Receivable, or any attempt by any Person to void, rescind or set-aside any such transfer under statutory provisions or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; (xvi) the Senior Class Certificates being conclusively determined to be other than indebtedness for purposes of the Code, other than as a result of Senior Class Conduits or Bank Investors breaching their obligations under Section 3.5 hereof; or (xvii) any action taken by the Transferor, any Eligible Originator or the Servicer in the enforcement or collection of any Receivable; provided, however, that if any the Senior Class Conduit enters Conduits enter into agreements for the purchase of certificates representing interests in amounts due under receivables or of interests in receivables from one or more Other Transferors, such the Senior Class Conduit Conduits shall allocate such Indemnified Amounts which are in connection with a Liquidity Provider Agreement, a Credit Program Support Agreement or the credit program support furnished by a Credit Program Support Provider to among 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.

Indemnities by the Transferor. Without limiting any ----------------------------- other rights which the Administrative Agent or any of the Class Investors Affected Party may have hereunder or under applicable law, the Transferor hereby agrees to indemnify each Class any Transferee, CNAI, individually and in its capacity as Agent, each Class Investor, the Administrative Agent, the Collateral Agent, and 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, “the "Indemnified Parties”) "), 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 such Indemnified Party to ------------------- the extent relating to or arising out of or as a result of from this Agreement or the ownership, either directly pledge of the Pledged Assets or indirectly, by the Administrative Agent in respect of any Lease Receivable or any Class Investor of the Transferred Interest Lease, excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such any Indemnified Party or (ii) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (iii) claims arising from an Obligor's inability for credit lossesreasons to make payments of Lease Receivables. Without limiting the generality of the foregoingforegoing Transferor, the Transferor shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from: (i) reliance on the inaccuracy of any representation or warranty made or deemed made by the Transferor Transferor, including in its capacity as Servicer, (or any officers of the Transferorits officers) under or in connection with this Agreement, any Investor 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 Transferor, including in its capacity as Servicer, to comply with any term, provision or covenant contained in this Agreement or any Facility Document to which it is party or with any applicable law, rule or regulation with respect to any Lease Receivable or the related Contract, or the nonconformity of any Receivable or the related Contract with any such applicable law, rule or regulationRelated Security; (iii) the failure to vest and maintain vested in the Administrative Agent on behalf of the Class Investors an undivided percentage ownership or security interest, to the extent of the Transferred Interest, in the Receivables included in the Transferred Interest, 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 included in the Transferred Interest (including, without limitation, a defense based on such Receivable or the related Contract not being 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 merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vi) any failure of Tech Data, as Collection Agent or otherwise, to perform its duties or obligations in accordance with the provisions of Article VI; 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 services the sale or services provision of which are the subject of gave rise to any Lease Receivable;” provided (iv) the failure to pay when due any taxes, howeverincluding, that if any Class Conduit enters into agreements for without limitation, sales, excise or personal property taxes payable by the purchase of interests in receivables from one or more Other Transferors, such Class Conduit shall allocate such Indemnified Amounts which are Transferor in connection with the Pledged Assets and taxes and other charges to be paid under Section 2.08; ------------ (v) the failure of the Transferor to have a perfected first priority Lien on any Related Security which secures the payment of a Lease Receivable; (vi) the failure to vest and maintain vested in the Agent, on behalf of the Transferees and the Liquidity Provider AgreementProviders, a Credit Support Agreement first priority perfected ownership or security interest in the Lease Receivables (including as a result of any failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC or other applicable laws against the Transferor with respect to any Pledged Assets), together with all Collections and Related Security (other than Equipment), free and clear of any Lien, whether existing at the time such Lease Receivable arose or at any time thereafter; (vii) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Lease Receivable (including, without limitation, a defense based on the related Lease 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 or provision of any services related to such Lease or the credit support furnished furnishing or failure to furnish such services; (viii) the commingling of Collections at any time with other funds, whether by a Credit Support Provider the Servicer, the Transferor or any of their respective affiliates; and (ix) the inability of the Transferor to confirm that the first two Installment Payments have been made on Lease Receivables arising under Leases entered into during August and September, 1999. Any amounts subject to the indemnification provisions of this Section 8.01 shall ------------ be paid by the Transferor and each Other Transferorto the Agent within five Business Days following Agent's demand therefor.

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: (i) reliance on any representation or warranty made by the Transferor (Trans- feror or any Designated Seller or the Servicer or any officers of the Transferor) Transferor or any Designated Seller or the Servicer under or in connection with this Agreement, the Receivables Purchase Agreement, any of the other Transaction Documents, any Investor Report or any other information or report delivered by the Transferor or the Ser- vicer pursuant hereto, which shall have been false or incorrect in any material respect when made or deemed made; (ii) the failure by the Transferor or any Designated Seller or the Servicer to comply with any applicable law, rule or regulation with respect to any Receivable or the related ContractAccount, or the nonconformity of any Receivable or the related Contract Account with any such applicable law, rule or regulation; (iii) the failure to vest and maintain vested in the Administrative Agent on behalf of Company and/or the Class Investors Bank Investors, an undivided first priority, perfected percentage ownership or security interest, to the extent of the Transferred Interest, in the Receivables included Affected Assets free and clear of any Adverse Claim or (y) to create or maintain a valid and perfected first priority security interest in favor of the Agent, for the benefit of the Company and/or the Bank Investors, in the Transferred InterestTransferor's interest in the Affected Assets as contemplated pursuant to Section 11.11, 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 in- struments 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 included in the Transferred Interest (including, without limitation, a defense based on such Receivable or the related Contract Account not being the legal, valid and binding obligation of such Obligor enforceable against it in accordance accor- dance with its terms), or any other claim resulting from the sale of merchandise or services related to such Receivable or the furnishing fur- nishing or failure to furnish such merchandise or services; (vi) any failure of Tech Data, as Collection Agent or otherwise, the Servicer to perform its duties or obligations in accordance with the provisions of Article VIhereof; 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 or any Designated Seller or the Servicer to comply with any term, provision or covenant contained in this Agreement or any of the other Transac- tion Documents to which it is a party or to perform any of its respective duties under the Accounts; (x) the Buyers' Percentage Factor exceeds the Maximum Buyers' Percentage Factor at any time; (xi) the failure of any Designated Seller to pay when due any taxes, including without limitation, sales, excise or per- sxxxx property taxes payable in connection with any of the Receiv- axxxx; (xii) 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; (xiii) the commingling by the Transferor, any Designated Seller or the Servicer of Collections of Receivables at any time with other funds; (xiv) any investigation, litigation or proceeding related to this Agreement, any of the other Transaction Documents, the use of proceeds of Transfers by the Transferor or any Designated Seller, the ownership of Transferred Interests, or any Receivable, Related Security or Account; (xv) the failure of any Lock-Box Bank to remit any amounts held in the Lock-Boxes and/or the Lock-Box Accounts pur- suant to the instructions of the Servicer, the Transferor, any Designated Seller or the Agent (to the extent such Person is enti- tled to give such instructions in accordance with the terms hereof and of any applicable Lock-Box Agreement) whether by reason of the exercise of set-off rights or otherwise; (xvi) 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 any Designated Seller to qualify to do business or file any notice of business activity report or any similar report; (xvii) any failure of the Transferor to give reasonably equivalent value to a Designated Seller in consideration of the purchase by the Transferor from such Designated Seller of any Re- ceivable, or any attempt by any Person to void, rescind or set-aside any such transfer under statutory provisions or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; or (xviii) any action taken by the Transferor, any Designated Seller or the Servicer in the enforcement or collection of any Receivable; provided, however, that if any Class Conduit the Company enters into agreements for the purchase of interests in receivables from one or more Other Transferors, such Class Conduit the Company shall allocate such Indemnified Amounts which are in connection with a the Liquidity Provider Agreement, a the Credit Support Agreement or the credit support furnished by a the Credit Support Provider to the Transferor and each Other Transferor; and provided, further, that if such Indemnified Amounts are attributable to the Transferor, a Designated Seller 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, any Designated Seller or the Servicer, such Other Transferors shall be solely liable for such Indemnified Amounts.

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: (i) reliance on any representation or warranty or statement made by the Transferor (or any officers of the Transferorits officers) under or in connection with this Agreement, any Investor Report or any Agreement and the other information or report delivered by the Transferor pursuant hereto, Transaction Documents 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, rule or regulation (including, without limitation, usury or consumer law) with respect to any Receivable Receivable, the related Contract or the related Contract, Related Security; or the nonconformity failure of any Receivable or the related Contract with to conform to any such applicable law, rule or regulation; (iii) the failure to vest and maintain vested in the Administrative Agent on behalf of the Class Investors an undivided percentage ownership or security interest, to Agent (for the extent benefit of the Transferred Interest, Transferees) to acquire a valid and perfected security interest in the Receivables included and the Related Security and Collections in respect thereof under Article 9 of the Transferred InterestUCC of any applicable jurisdiction, free and clear of any Adverse Claim; (iv) the failure to filehave filed, or any delay in filing, financing statements, continuation statements, statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivables or the Related Security and Collections in respect thereof, whether at the time of the Affected Assetstransfer of an interest therein or at any subsequent time; (v) any dispute, claim, offset or defense (other than discharge in bankruptcybankruptcy of the Obligor) of the Obligor to the payment of any Receivable included in the Transferred Interest (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the lease or sale of merchandise the related Equipment or services related to such Receivable or the furnishing or failure to furnish such merchandise Equipment or servicesother services or alleging violation by the Transferor of any laws in connection with such lease or sale activities; (vi) any failure of Tech Data, as Collection Agent or otherwise, the Transferor to perform its duties or obligations in accordance with the provisions of Article VI; orhereof or to perform its duties or obligations under the Related Contracts; (vii) any products or personal 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 any Equipment or other merchandise, services or activities which are the subject of any ReceivableRelated Contract;” provided (viii) the commingling by the Transferor or any of its Affiliates (including without limitation the Originator in its capacity as Collection Agent) of Collections of Receivables at any time with other funds; (ix) any investigation, however, that if any Class Conduit enters into agreements for the purchase of interests in receivables from one litigation or more Other Transferors, such Class Conduit shall allocate such Indemnified Amounts which are in connection with a Liquidity Provider Agreement, a Credit Support proceeding related to this Agreement or the credit support furnished use of proceeds of any Transfer or the acceptance of the transfer of Receivables or in respect of any Receivable, Related Security or Related Contract; or (x) any fine, penalty, tax or other charge asserted against any Indemnified Party by a Credit Support Provider to the Transferor and each Other Transferorany governmental authority or agency or any other Person resulting from any Obligor's use, possession or ownership of any Equipment.

Indemnities by the Transferor. Without limiting any other rights which the Administrative Agent or any of the Class Investors Company may have hereunder or under applicable law, the Transferor hereby agrees to indemnify each Class Agent, each Class Investorthe Company, the Administrative Agent, Liquidity Provider 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 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 the Liquidity Provider, any the Credit Support Provider, any Class Agent, the Administrative Agent Provider or the Collateral Agent, as applicableCompany) 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 Company 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 lossesincome or franchise taxes payable by any Indemnified Party on amounts received under this Agreement. 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 Investor 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, rule or regulation with respect to any Receivable or the related Contract, or the nonconformity of any Receivable or the related Contract with any such applicable law, rule or regulation; ; (iii) the failure to vest and maintain vested in the Administrative Agent on behalf of the Class Investors Company an undivided percentage ownership or security interest, to the extent of the Transferred Interest, in the Receivables included in the Transferred Interest, 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 Receivable included in the Affected Assets; Transferred Interest; (v) any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Receivable included in the Transferred Interest (including, without limitation, a defense based on such Receivable or the related Contract not being 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 merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; ; (vi) any failure of Tech Datathe Transferor, as Collection Agent or otherwise, to perform its duties or obligations in accordance with the provisions of Article VI; or 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;” ; provided, however, that if any Class Conduit the Company enters into agreements for the purchase of interests in receivables from one or more Other Transferors, such Class Conduit the Company shall allocate such Indemnified Amounts which are in connection with a the Liquidity Provider Agreement, a the Credit Support Agreement or the credit support furnished by a the Credit Support Provider to the Transferor and each Other Transferor; and provided, further, that if such Indemnified Amounts are attributable to the Transferor 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, such Other Transferors shall be solely liable for such Indemnified Amounts.

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: (i) reliance on any material representation or warranty made by the Transferor or Mattel, Inc. (or any officers of the TransferorTransferor or Mattel, Inc.) under or in connection with this Agreement, any Investor Report Transfer Notice, Servicer's Certificate or any other information or report delivered by the Transferor or Mattel, Inc. pursuant hereto, which shall have been false or incorrect in any material respect when made or deemed made;; or (ii) the failure by the Transferor to comply with any applicable law, rule or regulation Governmental Rule with respect to any Receivable or the related Contract, or the nonconformity of any Receivable or the related Contract with any such applicable law, rule or regulation;Governmental Rule; or (iii) the failure to vest and maintain vested in the Administrative Agent Agent, on behalf of the Class Investors Banks, an undivided percentage ownership or security interest, to the extent of the Transferred Interest, in the Receivables included in the such Transferred Interest, free and clear of any Adverse Claim;; or (iv) the failure to filefile by the Transferor, or any delay in filingfiling by the Transferor, any required financing statements, continuation statements, or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws Governmental Rules with respect to any of the Affected Assets;Receivable included in a Transferred Interest; or (v) any dispute, claim, offset or defense (other than discharge in bankruptcybankruptcy of the Obligor) of the Obligor to the payment of any Receivable included in the a Transferred Interest (including, without limitation, a defense based on such Receivable or the related Contract not being legal, valid and binding obligation of such the Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services;merchandise; or (vi) any failure of Tech DataMattel, Inc., as Collection Agent Servicer or otherwise, to perform its duties or obligations in accordance with the provisions of Article VI; 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;” provided, however, that if any Class Conduit enters into agreements for the purchase of interests in receivables from one or more Other Transferors, such Class Conduit shall allocate such Indemnified Amounts which are in connection with a Liquidity Provider Agreement, a Credit Support Agreement or the credit support furnished by a Credit Support Provider to the Transferor and each Other Transferor.

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: (ia) reliance on any representation or warranty made by the Transferor (or any officers or agents of the Transferor) Transferor under or in connection with this Agreement, any Investor of the other Transaction Documents, any Monthly Report, Weekly Report, Daily Report or any other information or report delivered by the Transferor any of them pursuant heretohereto or thereto, which shall have been false or incorrect in any material respect when made or deemed made; (iib) the failure by the Transferor to comply with any applicable law, rule or regulation with respect to any Receivable or the related Contract, or the nonconformity of any Receivable or the related Contract with any such applicable law, rule or regulation; (iiic) the failure to vest and maintain vested in the Administrative Agent on behalf Agent, for the benefit of the Class Investors Transferees, an undivided first priority, perfected percentage ownership or security interest, to the extent of the Transferred Interest, in the Receivables included in the Transferred Interestand Related Security, Collections and Proceeds with respect thereto, free and clear of any Adverse ClaimLien or (y) to create or maintain a valid and perfected first priority security interest in favor of the Administrative Agent, for the benefit of the Transferees, in the Transferor's interest in the Receivables and Related Security, Collections and Proceeds with respect thereto, free and clear of any Lien; (ivd) the failure of the Transferor or the Collection Agent to file, or any delay in filing, financing statements, continuation statements, or other similar instruments or documents under the Relevant UCC of any applicable jurisdiction or other applicable laws with respect to any of the Affected AssetsReceivables or Related Security, Collections and Proceeds with respect thereto; (ve) any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Receivable included in the Transferred Interest (including, without limitation, a defense based on such Receivable or the related Contract not being 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 merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vif) any failure of Tech Data, as Collection Agent or otherwise, any agent of the Transferor to perform its duties or obligations in accordance with the provisions of Article VI; orhereof; (viig) 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;” provided (h) the transfer of an ownership interest in any Receivable other than an Eligible Receivable; (i) the failure by the Transferor to comply with any term, howeverprovision or covenant contained in this Agreement or any of the other Transaction Documents to which it is a party; (j) any distribution of Collections to an Originator or the Collection Agent if, that if after giving effect thereto and to any Class Conduit enters into agreements for concurrent transfer of Receivables to the purchase of interests in receivables from one Transferor, the Percentage Factor exceeds the Maximum Percentage Factor; (k) the failure to pay when due any taxes, including without limitation, sales, excise or more Other Transferors, such Class Conduit shall allocate such Indemnified Amounts which are personal property taxes payable in connection with a Liquidity Provider any of the Receivables; (l) 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; (m) the commingling of Collections of Receivables at any time with other funds that do not constitute Collections or proceeds of Receivables; (n) any investigation, litigation or proceeding related to this Agreement, any of the other Transaction Documents, the use of proceeds of Transfers, the ownership of Transferred Interests, or any Receivable, Related Security or Contract; (o) the failure of any Lock-Box Bank to remit any amounts received by such Lock-Box Bank (whether by way of a Credit Support Agreement Lock-Box or otherwise) or held in the credit support furnished by a Credit Support Provider Lock-Box Accounts pursuant to the terms of the applicable Lock-Box Agreement whether by reason of the exercise of set-off rights or otherwise; (p) 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 and each Other Transferoror its agents to qualify to do business or file any notice of business activity report or any similar report; (q) any failure of the Transferor to give reasonably equivalent value to any Originator in consideration of the purchase by the Transferor from such Originator of any Receivable, or any attempt by any Person to void, rescind or set-aside any such transfer under statutory provisions or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; or (r) any action taken by the Transferor or its agents in the enforcement or collection of any Receivable.

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:: ​ (i) reliance on any representation or warranty made by any Parent Group Member (including any Parent Group Member, in its capacity as the Transferor (Collection Agent) or any officers of any Parent Group Member (including any Parent Group Member, in its capacity as the TransferorCollection Agent) under or in connection with this Agreement, the Receivable Purchase Agreement, the Parent Agreement, the Transferring Affiliate Letter, any of the other Transaction Documents, any Investor Report, any Cash Collections Report or any other information or report delivered by the Transferor any Parent Group Member pursuant heretoto or in connection with any Transaction Document, which shall have been false or incorrect in any material respect when made or deemed made;; ​ (ii) the failure by any Parent Group Member (including any Parent Group Member, in its capacity as the Transferor Collection Agent) to comply with any applicable law, rule or regulation (including, without limitation, any CHAMPUS/VA Regulation, ​ ​ ​ any Medicaid Regulation or any Medicare Regulation), including with respect to any Receivable or the related Contract, or the nonconformity of any Receivable or the related Contract with any such applicable law, rule or regulation;; ​ (iii) the failure (x) to vest and maintain vested in the Administrative Agent Agent, on behalf of the Class Investors an Investors, a valid and perfected first priority undivided percentage ownership or security interest, interest (to the extent of the Transferred Interest) in the Affected Assets free and clear of any Adverse Claim or (y) to create or maintain a valid and perfected first priority security interest in favor of the Agent, for the benefit of the Investors, in the Receivables included in the Transferred InterestAffected Assets as contemplated pursuant to Section 10.11, 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 included in the Transferred Interest (including, without limitation, a defense based on such Receivable or the related Contract not being the 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 merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services;; ​ (vi) any failure of Tech Data, as the Collection Agent or otherwise, to perform its duties or obligations in accordance with the provisions of Article VIhereof; oror ​ (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 any Parent Group Member (individually or as Collection Agent) 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 Contracts; ​ (x) the Percentage Factor exceeding the Maximum Percentage Factor at any time; ​ (xi) the failure of any Originating Entity to pay when due any taxes, including without limitation, sales, excise or personal property taxes payable in connection with any of the Receivables; ​ (xii) any repayment by any Indemnified Party of any amount previously distributed in reduction on Net Investment which such Indemnified Party believes in good faith is required to be made; ​ (xiii) the commingling by the Transferor, any Originating Entity or the Collection Agent of Collections of Receivables at any time with other funds without regard to whether any such commingling is authorized or permitted hereunder or under any of the other Transaction Documents; ​ (xiv) any investigation, litigation or proceeding instituted by or against a Person other than such Indemnified Party related to this Agreement, any of the other Transaction Documents, the use of proceeds of Transfers by the Transferor or any Originating Entity, the ownership of Transferred Interests, or any Receivable, Related Security or Contract; ​ (xv) the failure of any Special Account Bank, Designated Account Agent, Intermediate Concentration Account Bank or the Concentration Account Bank to remit any amounts held by it pursuant to the instructions set forth in the applicable Special Account Letter, Intermediate Concentration Account Agreement or Concentration Account Agreement or any instruction of the Collection Agent, the Transferor, any Originating Entity or the Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Special Account Letter, Intermediate Concentration Account Agreement or Concentration Account Agreement) whether by reason of the exercise of set-off rights or otherwise; ​ (xvi) 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 Seller to qualify to do business or file any notice of business activity report or any similar report;” (xvii) any failure of the Transferor to give reasonably equivalent value to the Seller in consideration of the purchase by the Transferor from the Seller of any Receivable, any failure of the Seller to give reasonably equivalent value to any Transferring Affiliate in consideration of the purchase by the Seller from such Transferring Affiliate of any Receivable, or any attempt by any Person to void, rescind or set-aside any such transfer under statutory provisions or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; ​ (xviii) any action taken by the Transferor, any Originating Entity or the Collection Agent (if a Parent Group Member or designee thereof) in the enforcement or collection of any Receivable; provided, however, that if any Class Conduit Investor enters into agreements for the purchase of interests in receivables from one or more Other Transferors, such Class Conduit Investor shall allocate such Indemnified Amounts which are in connection with a Liquidity Provider Agreement, a Credit Support Agreement or the credit support furnished by a the Credit Support Provider to the Transferor and each Other Transferor.; and provided, further, that if such Indemnified Amounts are attributable to any Parent Group Member 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 any Parent Group Member, such Other Transferors shall be solely liable for such Indemnified Amounts; ​ (xix) any reduction or extinguishment of, or any failure by any Obligor to pay (in whole or in part), any Receivable or any Related Security with respect thereto as a result of or on account of any violation of or prohibition under any law, rule or regulation now or hereafter in effect from time to time, including without limitation and CHAMPUS/VA Regulation, any Medicaid Regulation or any Medicare Regulation, or as a result of or on account of the entering of any judicial or regulatory order or agreement adversely affecting the Transferor or any Parent Group Member; ​ (xx) any failure by the Transferor or any Parent Group Member to maintain all governmental and other authorization and approvals necessary to render the services, or sell the merchandise, resulting in Receivables; ​ (xxi) without duplication of amounts already payable pursuant to Section 2.9, any cancellation or voiding of a Receivable or other Contractual Adjustment; or ​ (xxii) any civil penalty or fine assessed by OFAC or any other governmental authority administering any Anti-Terrorism Law, Anti-Corruption Law or Sanctions, and all reasonable costs and expenses (including reasonable documented legal fees and disbursements) incurred in connection with defense thereof by, any Indemnified Party in connection with the Transaction Documents as a result of any action of the Transferor or any of its respective Affiliates. ​

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: (ia) reliance on any representation or warranty made by the Transferor (or any officers of the Transferor) Transferor under or in connection with this Agreement, any Investor Report of the other Transaction Documents, or any other information or report delivered by the Transferor pursuant hereto, or pursuant to any of the other Transaction Documents which shall have been incomplete, false or incorrect in any material respect when made or deemed made; (iib) the failure by the Transferor to comply with any applicable law, rule or regulation Law with respect to any Receivable or the related ContractCredit Card Agreement, or the nonconformity of any Receivable or the related Contract Credit Card Agreement with any such applicable law, rule or regulationLaw; (iii) the failure to vest and maintain vested in the Administrative Agent on behalf of the Class Investors an undivided percentage ownership or security interest, to the extent of the Transferred Interest, in the Receivables included in the Transferred Interest, 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; (vc) any valid dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Receivable included in the Transferred Interest (including, without limitation, including a defense based on such Receivable or the related Contract Credit Card Agreement not being the 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 merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vid) the failure by the Transferor to comply with any failure term, provision or covenant contained in this Agreement or any of Tech Data, as Collection Agent the other Transaction Documents to which it is a party or otherwise, to perform any of its respective duties or obligations in accordance with under the provisions of Article VIReceivables or related Contracts; or (viie) any products liability claim action taken by the Transferor in the enforcement 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 collection of any Receivable;” . Promptly after receipt by an Indemnified Party of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made under this Section 5.1, notify the Transferor, provided, however, the omission to so notify the Transferor will not relieve the Transferor from any liability which it may have to any such Indemnified Party under this Section 5.1, except to the extent the Transferor was actually prejudiced by the failure to give such notices promptly. Each Indemnified Party shall use its good faith efforts to mitigate, reduce or eliminate any losses, expenses or claims for indemnification pursuant to this Section 5.1; provided, however, that if nothing contained herein shall obligate any Class Conduit enters into agreements for the purchase of interests Indemnified Party to take any action that imposes on such Person any additional costs or legal or regulatory burdens which in receivables from one such Person's reasonable opinion, would have an adverse effect on its business, operations or more Other Transferors, such Class Conduit shall allocate such Indemnified Amounts which are in connection with a Liquidity Provider Agreement, a Credit Support Agreement or the credit support furnished by a Credit Support Provider to the Transferor and each Other Transferorfinancial condition.

Indemnities by the Transferor. Without limiting any other rights which that the Administrative Agent Program Agent, the Investor Agents, the Conduits, the Banks or any of the Class Investors their respective Affiliates or members or any of their respective officers, directors, employees or advisors (each, an “Indemnified Party”) may have hereunder or under applicable law, the 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 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 Amounts arising out of or as a result of this Agreement or the ownership, either directly or indirectly, by the Administrative Agent or resulting from any Class Investor of the Transferred Interest following (excluding, however, (ia) recourse for Receivables which are not collected, not paid or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the applicable Obligor, (b) Indemnified Amounts to the extent resulting from the bad faith, gross negligence or willful misconduct on the part of such Indemnified Party Party, and (c) income, franchise and branch profits taxes of, 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 taxes imposed under FATCA on, any Indemnified Party, and without duplication of the foregoingcompensation, payment or reimbursement obligations of the Transferor shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:set forth in Section 2.04(e)): (i) reliance the characterization in any Servicer Report or other written statement made by or on behalf of the Transferor of any Receivable as an Eligible Receivable or as included in the Net Pool Balance which, as of the date of such Servicer Report or other statement, is not an Eligible Receivable or should not be included in the Net Pool Balance; (ii) any representation or warranty or statement made or deemed made by the Transferor (or any officers of the Transferorits officers) under or in connection with this Agreement, any Investor Report Agreement or any of the other information or report delivered by the Transferor pursuant hereto, Transaction Documents which shall have been false or incorrect in any material respect when made or deemed made; (iiiii) the failure by the Transferor to comply with any applicable law, rule or regulation with respect to any Pool Receivable or the related Contract, ; or the nonconformity failure of any Pool Receivable or the related Contract with to conform to any such applicable law, rule or regulation; (iiiiv) the failure to vest and maintain vested in the Administrative Agent on behalf Program Agent, for the benefit of the Class Investors an undivided percentage Conduits or the Banks, as the case may be, (a) a perfected security or ownership or security interest, to the extent of the Transferred Interest, interest in the Receivables included in, or purporting to be in, the Receivables Pool and the Related Security and Collections in the Transferred Interestrespect thereof, or (b) a perfected security interest as provided in Section 2.11, in each case free and clear of any Adverse ClaimLien; (ivv) the failure to filehave filed, or any delay in filing, financing statements, continuation statements, statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any of Receivables in, or purporting to be in, the Affected Assets; (v) any disputeReceivables Pool and the Related Security and Collections in respect thereof, claim, offset or defense (other than discharge in bankruptcy) of whether at the Obligor to the payment time of any Receivable included in the Transferred Interest (including, without limitation, a defense based on such Receivable acquisition or the related Contract not being legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), Capital Payment or at any other claim resulting from the sale of merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or servicessubsequent time; (vi) any failure of Tech Data, as Collection Agent or otherwise, the Transferor to perform its duties or obligations in accordance with the provisions of Article VI; orhereof or to perform its duties or obligations under the Contracts; (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 merchandise, insurance or services which are the subject of any ReceivableContract;” provided (viii) the commingling of Collections of Pool Receivables at any time with other funds; (ix) any investigation, howeverlitigation or proceeding instituted by any Person other than an Agent or a Co-Acquirer related to this Agreement or the use of proceeds of acquisitions or Capital Payments or the Receivable Assets or in respect of any Receivable or Related Security or Contract (including, that if any Class Conduit enters into agreements for the purchase of interests in receivables from one or more Other Transferorswithout limitation, such Class Conduit shall allocate such Indemnified Amounts which are in connection with the preparation of a Liquidity Provider Agreementdefense or appearing as a third party witness in connection therewith and regardless of whether such investigation, litigation or proceeding is brought by the Transferor, an Indemnified Party or any other Person or an Indemnified Party is otherwise a Credit Support Agreement party thereto); (x) any failure of the Transferor to pay or make adequate provision for the payment of all taxes, assessments and other governmental charges; (xi) the occurrence of any transfer and assignment of Receivable Assets by the Transferor or any Capital Payment hereunder on any date when the Total Investment exceeds the Total Investment Limit (including after giving effect to such transfer and assignment or Capital Investment); or (xii) any obligation of such Indemnified Party that is a Bank to indemnify the Program Agent pursuant to Section 8.04 (to the extent the Program Agent is not reimbursed by the Transferor, the Parent or any other Originator, but only to the extent that the Transferor otherwise has an obligation to indemnify the Program Agent pursuant to Section 10.01(i)-(xi) in respect of the obligation indemnified by a Bank pursuant to Section 8.04, or the credit support furnished by Transferor, Parent or any other Originator otherwise has an obligation to pay or reimburse the Program Agent such amount pursuant to a Credit Support Provider to the Transferor and each Other TransferorTransaction Document).

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: (i) reliance on any representation or warranty made by the Transferor or WorldCom (including, in its capacity as the Collection Agent) or any officers of the TransferorTransferor or WorldCom (including, in its capacity as the Collection Agent) under or in connection with this Agreement, the Receivable Purchase Agreement, any of the other Transaction Documents, 99 105 any Investor Report or any other information or report delivered by the Transferor or the Collection Agent pursuant hereto, which shall have been false or incorrect in any material respect when made or deemed made; (ii) the failure by the Transferor Transferor, WorldCom (including, in its capacity as the Collection Agent) or any Permitted Originator to comply with any applicable law, rule or regulation with respect to any Receivable or the related Contract, or the nonconformity of any Receivable or the related Contract with any such applicable law, rule or regulation; (iii) the failure to vest and maintain vested in the Administrative Agent on behalf of Company and/or Sheffield and the Class Investors Bank Investors, an undivided first priority, perfected percentage ownership or security interest, to the extent of the Transferred Interest, in the Receivables included Affected Assets free and clear of any Adverse Claim or (y) to create or maintain a valid and perfected first priority security interest in favor of the Agent, for the benefit of the Company and/or the Bank Investors and Sheffield, in the Transferred InterestAffected Assets as contemplated pursuant to Section 10.11, 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 included in the Transferred Interest (including, without limitation, a defense based on such Receivable or the related Contract not being 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 merchandise or 100 106 services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vi) any failure of Tech Data, as the Collection Agent or otherwise, to perform its duties or obligations in accordance with the provisions of Article VIhereof; 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 or WorldCom (individually or as Collection Agent) 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 Contracts; (x) the Percentage Factor exceeding 98% at any time on or prior to the later of (a) the Enterprise Termination Date or (b) the Sheffield Termination Date; (xi) the failure of WorldCom or any Transferring Subsidiary to pay when due any taxes, including without limitation, sales, excise or personal property taxes payable in connection with any of the Receivables; (xii) any repayment by any Indemnified Party of any amount previously distributed in reduction of the Net Investment which such Indemnified Party believes in good faith is required to be made; (xiii) the commingling by the Transferor, WorldCom, any Permitted Originator 107 or the Collection Agent of Collections of Receivables at any time with other funds; (xiv) any investigation, litigation or proceeding related to this Agreement, any of the other Transaction Documents, the use of proceeds of Transfers by the Transferor or WorldCom, the ownership of Transferred Interests, or any Receivable, Related Security or Contract; (xv) the failure of any Lock-Box Bank to remit any amounts held in the Lock-Boxes and/or the Lock-Box Accounts pursuant to the instructions of the Collection Agent, the Transferor, WorldCom or the Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Lock-Box Agreement) whether by reason of the exercise of set-off rights or otherwise; (xvi) 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 WorldCom to qualify to do business or file any notice of business activity report or any similar report; (xvii) any failure of the Transferor to give reasonably equivalent value to WorldCom in consideration of the purchase by the Transferor from WorldCom of any Receivable, or any attempt by any Person to void, rescind or set-aside any such transfer under statutory provisions or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; or (xviii) any action taken by the Transferor, WorldCom, or the Collection Agent (if the Transferor, WorldCom or any Affiliate or designee of the Transferor or WorldCom) in the enforcement or collection of any Receivable; 108 provided, however, that if any Class Conduit the Company enters into agreements for the purchase of interests in receivables from one or more Other Transferors, such Class Conduit the Company shall allocate such Indemnified Amounts which are in connection with a any Liquidity Provider Agreement, a any Credit Support Agreement or the credit support furnished by a any Credit Support Provider to the Transferor and each Other Transferor; and provided, further, that if such Indemnified Amounts are attributable to the Transferor, WorldCom or the Collection Agent 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, WorldCom or the Collection Agent, such Other Transferors shall be solely liable for such Indemnified Amounts.

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: (i) reliance on any representation or warranty made by any Parent Group Member (including any Parent Group Member, in its capacity as the Transferor (Collection Agent) or any officers of any Parent Group Member (including any Parent Group Member, in its capacity as the TransferorCollection Agent) under or in connection with this Agreement, the Receivable Purchase Agreement, the Parent Agreement, the Transferring Affiliate Letter, any of the other Transaction Documents, any Investor Report, any Cash Collections Report or any other information or report delivered by the Transferor any Parent Group Member pursuant heretoto or in connection with any Transaction Document, which shall have been false or incorrect in any material respect when made or deemed made; (ii) the failure by any Parent Group Member (including any Parent Group Member, in its capacity as the Transferor Collection Agent) to comply with any applicable law, rule or regulation (including, without limitation, any CHAMPUS/VA Regulation, any Medicaid Regulation or any Medicare Regulation), including with respect to any Receivable or the related Contract, or the nonconformity of any Receivable or the related Contract with any such applicable law, rule or regulation; (iii) the failure (x) to vest and maintain vested in the Administrative Agent Agent, on behalf of the Class Investors Investors, an undivided first priority, perfected percentage ownership or security interest, interest (to the extent of the Transferred Interest) in the Affected Assets free and clear of any Adverse Claim or (y) to create or maintain a valid and perfected first priority security interest in favor of the Agent, for the benefit of the Investors, in the Receivables included in the Transferred InterestAffected Assets as contemplated pursuant to Section 10.11, 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 included in the Transferred Interest (including, without limitation, a defense based on such Receivable or the related Contract not being the 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 merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vi) any failure of Tech Data, as the Collection Agent or otherwise, to perform its duties or obligations in accordance with the provisions of Article VIhereof; 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 any Parent Group Member (individually or as Collection Agent) 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 Contracts; (x) the Percentage Factor exceeding the Maximum Percentage Factor at any time; (xi) the failure of any Originating Entity to pay when due any taxes, including without limitation, sales, excise or personal property taxes payable in connection with any of the Receivables; (xii) any repayment by any Indemnified Party of any amount previously distributed in reduction on Net Investment which such Indemnified Party believes in good faith is required to be made; (xiii) the commingling by the Transferor, any Originating Entity or the Collection Agent of Collections of Receivables at any time with other funds without regard to whether any such commingling is authorized or permitted hereunder or under any of the other Transaction Documents; (xiv) any investigation, litigation or proceeding instituted by or against a Person other than such Indemnified Party related to this Agreement, any of the other Transaction Documents, the use of proceeds of Transfers by the Transferor or any Originating Entity, the ownership of Transferred Interests, or any Receivable, Related Security or Contract; (xv) the failure of any Special Account Bank, Designated Account Agent, Intermediate Concentration Account Bank or the Concentration Account Bank to remit any amounts held by it pursuant to the instructions set forth in the applicable Special Account Letter, Intermediate Concentration Account Agreement or Concentration Account Agreement or any instruction of the Collection Agent, the Transferor, any Originating Entity or the Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Special Account Letter, Intermediate Concentration Account Agreement or Concentration Account Agreement) whether by reason of the exercise of set-off rights or otherwise; (xvi) 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 Seller to qualify to do business or file any notice of business activity report or any similar report; (xvii) any failure of the Transferor to give reasonably equivalent value to the Seller in consideration of the purchase by the Transferor from the Seller of any Receivable, any failure of the Seller to give reasonably equivalent value to any Transferring Affiliate in consideration of the purchase by the Seller from such Transferring Affiliate of any Receivable, or any attempt by any Person to void, rescind or set-aside any such transfer under statutory provisions or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; (xviii) any action taken by the Transferor, any Originating Entity or the Collection Agent (if a Parent Group Member or designee thereof) in the enforcement or collection of any Receivable; provided, however, that if any Class Conduit Investor enters into agreements for the purchase of interests in receivables from one or more Other Transferors, such Class Conduit Investor shall allocate such Indemnified Amounts which are in connection with a Liquidity Provider Agreement, a Credit Support Agreement or the credit support furnished by a the Credit Support Provider to the Transferor and each Other Transferor; and provided, further, that if such Indemnified Amounts are attributable to any Parent Group Member 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 any Parent Group Member, such Other Transferors shall be solely liable for such Indemnified Amounts; (xix) any reduction or extinguishment of, or any failure by any Obligor to pay (in whole or in part), any Receivable or any Related Security with respect thereto as a result of or on account of any violation of or prohibition under any law, rule or regulation now or hereafter in effect from time to time, including without limitation and CHAMPUS/VA Regulation, any Medicaid Regulation or any Medicare Regulation, or as a result of or on account of the entering of any judicial or regulatory order or agreement adversely affecting the Transferor or any Parent Group Member; (xx) any failure by the Transferor or any Parent Group Member to maintain all governmental and other authorization and approvals necessary to render the services, or sell the merchandise, resulting in Receivables; or (xxi) without duplication of amounts already payable pursuant to Section 2.9, any cancellation or voiding of a Receivable or other Contractual Adjustment.

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: (i) reliance on any representation or warranty made by the Transferor (or the Servicer or any officers of the Transferor) Transferor or the Servicer under or in connection with this AgreementAgreement any of the other Transaction Documents, any Investor Report or any other information or report delivered by the Transferor or the Servicer pursuant hereto, which shall have been false or incorrect in any material respect when made or deemed made; (ii) the failure by the Transferor Transferor, the Servicer or (in the case of an Account) [Saks Fifth Avenue] or NGBL to comply with any applicable law, rule or regulation with respect to any Receivable or the related ContractAccount, or the nonconformity of any Receivable or the related Contract Account with any such applicable law, rule or regulation; (iii) the failure to vest and maintain vested in the Administrative Agent on behalf of the Class Investors Agent, an undivided first priority, perfected percentage ownership or security interest, to the extent of the any Transferred Interest, in the Receivables included Affected Assets free and clear of any Adverse Claim or (y) to create or maintain a valid and perfected first priority security interest in favor of the Agent for the benefit of the Conduits and/or the Bank Investors, in the Transferred InterestAffected Assets as contemplated pursuant to Section 11.11, 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 included in the Transferred Interest (including, including without limitation, a defense based on such Receivable or the related Contract Account not being the 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 merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vi) any failure of Tech Data, as Collection Agent or otherwise, to perform its duties or obligations in accordance with the provisions of Article VI; 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;” (vii) the transfer of an ownership interest in any Receivable other than an Eligible Receivable; (viii) the failure by the Transferor, NBGL or the 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 Accounts; (ix) any repayment by any Indemnified Party of any amount previously distributed in reduction of Net Investment for such Indemnified Party's Class which such Indemnified Party believes in good faith is required to be made; (x) the commingling by the Transferor, Saks or the Servicer of Collections of Receivables at any time with other funds; (xi) any investigation, litigation or proceeding related to this Agreement any of the other Transaction Documents, the use of proceeds of Transfers by the Transferor or Saks, the ownership of Transferred Interests, or any Receivable, Related Security or Account; (xii) 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; and (xiii) any action taken by the Transferor, NBGL or the Servicer in the enforcement or collection of any Receivable; provided, however, that if any Class Conduit enters into agreements for the purchase of interests in receivables from one or more Other Transferors, such Class Conduit shall allocate such Indemnified Amounts which are in connection with a the related Liquidity Provider Agreement, a Agreement the related Credit Support Agreement or the credit support furnished by a the related 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.

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: (i) reliance on any representation or warranty made by the Transferor or the Seller (including, in its capacity as the Collection Agent) or any officers of the TransferorTransferor or the Seller (including, in its capacity as the Collection Agent) under or in connection with this Agreement, the Receivable Purchase Agreement, any of the other Transaction Documents, any Investor Report or any other information or report delivered by the Transferor or the Collection Agent pursuant hereto, which shall have been false or incorrect in any material respect when made or deemed made; (ii) the failure by the Transferor or the Seller (including, in its capacity as the Collection Agent) to comply with any applicable law, rule or regulation with respect to any Receivable or the related Contract, or the nonconformity of any Receivable or the related Contract with any such applicable law, rule or regulation; (iii) the failure (x) to vest and maintain vested in the Administrative Agent Agent, on behalf of the Class Investors Company and the Bank Investors, an undivided first priority, perfected percentage ownership or security interest, interest (to the extent of the Transferred Interest) in the Affected Assets free and clear of any Adverse Claim or (y) to create or maintain a valid and perfected first priority security interest in favor of the Agent, for the benefit of the Company and the Bank Investors, in the Receivables included in the Transferred InterestAffected Assets as contemplated pursuant to Section 10.11, 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 included in the Transferred Interest (including, without limitation, a defense based on such Receivable or the related Contract not being the 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 merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vi) any failure of Tech Data, as the Collection Agent or otherwise, to perform its duties or obligations in accordance with the provisions of Article VIhereof; 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 or the Seller (individually or as Collection Agent) 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 Contracts; (x) the Percentage Factor exceeding the Maximum Percentage Factor at any time; (xi) the failure of the Seller to pay when due any taxes, including without limitation, sales, excise or personal property taxes payable in connection with any of the Receivables; (xii) 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; (xiii) the commingling by the Transferor, the Seller or the Collection Agent of Collections of Receivables at any time with other funds; (xiv) any investigation, litigation or proceeding related to this Agreement, any of the other Transaction Documents, the use of proceeds of Transfers by the Transferor or the Seller, the ownership of Transferred Interests, or any Receivable, Related Security or Contract; (xv) the failure of any Lock-Box Bank to remit any amounts held in the Lock-Boxes and/or the Lock-Box Accounts pursuant to the instructions of the Collection Agent, the Transferor, the Seller or the Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Lock-Box Agreement) whether by reason of the exercise of set-off rights or otherwise, except as permitted in the applicable Lock-Box Agreement; (xvi) 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 Seller to qualify to do business or file any notice of business activity report or any similar report; (xvii) any failure of the Transferor to give reasonably equivalent value to the Seller in consideration of the purchase by the Transferor from the Seller of any Receivable, or any attempt by any Person to void, rescind or set-aside any such transfer under statutory provisions or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; or (xviii) any action taken by the Transferor, the Seller, or the Collection Agent (if the Transferor, the Seller or any Affiliate or designee of the Transferor or the Seller) in the enforcement or collection of any Receivable; provided, however, that if any Class Conduit the Company enters into agreements for the purchase of interests in receivables from one or more Other Transferors, such Class Conduit the Company shall allocate such Indemnified Amounts which are in connection with a the Liquidity Provider Agreement, a the Credit Support Agreement or the credit support furnished by a the Credit Support Provider to the Transferor and each Other Transferor; and provided, further, that if such Indemnified Amounts are attributable to the Transferor, the Seller or the Collection Agent 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, the Seller or the Collection Agent, such Other Transferors shall be solely liable for such Indemnified Amounts.

Indemnities by the Transferor. Without limiting any other rights which the Administrative Agent Agent, the LC Issuer 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 Investorthe Purchasers, the LC Issuer 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 issuance, execution and delivery or transfer of or payment or failure to pay under any Letter of Credit or the ownershipuse of the proceeds therefrom, the ownership or maintenance, 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 Receivables, (ii) the LC Issuer’s failure to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, (iii) 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: (iA) reliance on any representation or warranty made in writing by the Transferor (Transferor, the Guarantor, the Collection Agent or any Seller or any officers of the Transferor) , the Guarantor, the Collection Agent or any Seller under or in connection with this Agreement, any Investor Report of the other Transaction Documents, any Settlement Statement or any other information or report delivered by the Transferor any of them pursuant heretohereto or thereto, which shall have been false or incorrect in any material respect when made or deemed made; (iiB) the failure by the Transferor Transferor, the Guarantor, the Collection Agent or any Seller to comply with any applicable law, rule or regulation with respect to any Receivable or the related Contract, or the nonconformity of any Receivable or the related Contract with any such applicable law, rule or regulation; (iiiC) the failure to either (x) vest and maintain vested in the Administrative Agent on behalf Agent, for the benefit of the Class Investors Purchasers, an undivided first priority, perfected percentage ownership or security interest, to the extent of the Transferred Interest, in the Receivables included in the Transferred Interestand Related Security, Collections and Proceeds with respect thereto, free and clear of any Adverse ClaimClaim or (y) to create or maintain a valid and perfected first priority security interest in favor of the Administrative Agent, for the benefit of the LC Issuer and the Purchasers, in the Remaining Interest in the Receivables and Related Security, Collections and Proceeds with respect thereto, free and clear of any Adverse Claim (other than any Adverse Claim created by or through the Purchasers); (ivD) the failure to file, or any delay in filing, financing statements, continuation statements, or other similar instruments or documents under the Relevant UCC of any applicable jurisdiction or other applicable laws with respect to any of the Affected AssetsReceivables or Related Security, Collections and Proceeds with respect thereto; (vE) any dispute, claim, offset or defense (other than discharge in bankruptcybankruptcy of the Obligor) of the Obligor to the payment of any Receivable included in the Transferred Interest (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vi) any failure of Tech Data, as Collection Agent or otherwise, to perform its duties or obligations in accordance with the provisions of Article VI; or (viiF) 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;” (G) the transfer of an ownership interest in any Receivable other than an Eligible Receivable pursuant to the Transaction Documents; (H) the failure by any of the Transferor, the Guarantor, TriMas Corp. as the Collection Agent or any Seller 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 duty or obligation in accordance with the provisions hereof or thereof or to perform any of its duties or obligations under the Contracts; (I) the Asset Interest exceeding the Maximum Percentage Interest at any time on or prior to the Termination Date; (J) the failure of any Seller or the Guarantor to pay when due any taxes, including without limitation, sales, excise or personal property taxes payable in connection with any of the Receivables with respect to which an Indemnified Party may be held liable as a transferee of such Receivables; (K) 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; (L) the commingling by the Transferor, the Guarantor, any Seller or TriMas Corp. as the Collection Agent of Collections of Receivables at any time with other funds; (M) any investigation, litigation or proceeding related to this Agreement, any of the other Transaction Documents, the use of proceeds of Transfers by the Transferor or any Seller, the ownership of Transferred Interests, or any Receivable, Related Security or Contract; (N) the failure of any Lock-Box Bank to remit any amounts held in the Lock-Box Accounts pursuant to the instructions of the Collection Agent, the Transferor, the Sellers or the Administrative Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Lock-Box Agreement) whether by reason of the exercise of set-off rights or otherwise; (O) 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 Sellers to qualify to do business or file any notice of business activity report or any similar report; (P) any failure of the Transferor to give reasonably equivalent value to the applicable Seller in consideration of the purchase by the Transferor from such Seller of any Receivable, or any attempt by any Person to void, rescind or set aside any such transfer under statutory provisions or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; (Q) any action taken by the Transferor, any Seller, the Guarantor or the Collection Agent in the enforcement or collection of any Receivable; provided, however, that if any Class Conduit enters into agreements the Transferor shall not be liable for the purchase of interests in receivables from one or more Other Transferors, such Class Conduit shall allocate such Indemnified Amounts attributable to the fraud, gross negligence, breach of fiduciary duty or willful misconduct of any Collection Agent in the enforcement or collection of any Receivable if such Collection Agent is not TriMas Corp. or an Affiliate or stockholder of TriMas Corp.; or (R) the LC Issuer’s issuance of any Letter of Credit which are in connection with a Liquidity Provider Agreementspecifies that the term “beneficiary” included therein includes any successor by operation of law of the named beneficiary, a but which Letter of Credit Support Agreement or the credit support furnished does not require that any drawing by any such successor beneficiary be accompanied by a Credit Support Provider copy of a legal document, satisfactory to the Transferor and each Other TransferorLC Issuer, evidencing the appointment of such successor beneficiary.

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: (i) reliance on any representation or warranty made by any Parent Group Member (including any Parent Group Member, in its capacity as the Transferor (Collection Agent) or any 77 officers of any Parent Group Member (including any Parent Group Member, in its capacity as the TransferorCollection Agent) under or in connection with this Agreement, the Receivable Purchase Agreement, the Parent Agreement, the Transferring Affiliate Letter, the BMA Transfer Agreement, any of the other Transaction Documents, any Investor Report or any other information or report delivered by the Transferor any Parent Group Member pursuant heretoto or in connection with any Transaction Document, which shall have been false or incorrect in any material respect when made or deemed made; (ii) the failure by any Parent Group Member (including any Parent Group Member, in its capacity as the Transferor Collection Agent) to comply with any applicable law, rule or regulation (including, without limitation, any CHAMPUS/VA Regulation, any Medicaid Regulation or any Medicare Regulation), including with respect to any Receivable or the related Contract, or the nonconformity of any Receivable or the related Contract with any such applicable law, rule or regulation; (iii) the failure (x) to vest and maintain vested in the Administrative Agent Agent, on behalf of the Class Investors Investors, an undivided first priority, perfected percentage ownership or security interest, interest (to the extent of the Transferred Interest) in the Affected Assets free and clear of any Adverse Claim or (y) to create or maintain a valid and perfected first priority security interest in favor of the Agent, for the benefit of the Investors, in the Receivables included in the Transferred InterestAffected Assets as contemplated pursuant to Section 10.11, 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 included in the Transferred Interest (including, without limitation, a defense based on such Receivable or the related Contract not being the 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 merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vi) any failure of Tech Data, as the Collection Agent or otherwise, to perform its duties or obligations in accordance with the provisions of Article VIhereof; 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;” provided (viii) the transfer of an ownership interest in any Receivable other than an Eligible Receivable; (ix) the failure by any Parent Group Member (individually or as Collection Agent) to comply with any term, howeverprovision 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 Contracts; (x) the Percentage Factor exceeding the Maximum Percentage Factor at any time; (xi) the failure of any Originating Entity to pay when due any taxes, including without limitation, sales, excise or personal property taxes payable in connection with any of the Receivables; (xii) any repayment by any Indemnified Party of any amount previously distributed in reduction on Net Investment which such Indemnified Party believes in good faith is required to be made; (xiii) the commingling by the Transferor, any Originating Entity or the Collection Agent of Collections of Receivables at any time with other funds; (xiv) any investigation, litigation or proceeding related to this Agreement, any of the other Transaction Documents, the use of proceeds of Transfers by the Transferor or any Originating Entity, the ownership of Transferred Interests, or any Receivable, Related Security or Contract; (xv) the failure of any Special Account Bank, Designated Account Agent or the Concentration Account Bank to remit any amounts held by it pursuant to the instructions set forth in the applicable Special Account Letter or Concentration Account Agreement or any instruction of the Collection Agent, the Transferor, any Originating Entity or the Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Special Account Letter or Concentration Account Agreement) whether by reason of the exercise of set-off rights or otherwise; (xvi) 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 Seller to qualify to do business or file any notice of business activity report or any similar report; (xvii) any failure of the Transferor to give reasonably equivalent value to the Seller in consideration of the purchase by the Transferor from the Seller of any Receivable, any failure of the Seller to give reasonably equivalent value to any Transferring Affiliate in consideration of the purchase by the Seller from such Transferring Affiliate of any Receivable, or any attempt by any Person to void, rescind or set-aside any such transfer under statutory provisions or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; (xviii) any action taken by the Transferor, any Originating Entity or the Collection Agent (if a Parent Group Member or designee thereof) in the enforcement or collection of any Receivable; PROVIDED, HOWEVER, that if any Class Conduit Investor enters into agreements for the purchase of interests in receivables from one or more Other Transferors, such Class Conduit Investor shall allocate such Indemnified Amounts which are in connection with a Liquidity Provider Agreement, a Credit Support Agreement or the credit support furnished by a the Credit Support Provider or (in the case of Enterprise) the Liquidity Provider Agreement to which Enterprise is a party to the Transferor and each Other Transferor; and PROVIDED, FURTHER, that if such Indemnified Amounts are attributable to any Parent Group Member 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 any Parent Group Member, such Other Transferors shall be solely liable for such Indemnified Amounts; (xix) any reduction or extinguishment of, or any failure by any Obligor to pay (in whole or in part), any Receivable or any Related Security with respect thereto as a result of or on account of any violation of or prohibition under any law, rule or regulation now or hereafter in effect from time to time, including without limitation and CHAMPUS/VA Regulation, any Medicaid Regulation or any Medicare Regulation, or as a result of or on account of the entering of any judicial or regulatory order or agreement adversely affecting the Transferor or any Parent Group Member; or (xx) any failure by the Transferor or any Parent Group Member to maintain all governmental and other authorization and approvals necessary to render the services, or sell the merchandise, resulting in Receivables.

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: (i) reliance on any representation or warranty made by the Transferor or by the Collection Agent or any Sub-Collection Agent (in each case, if an Affiliated Entity) or any officers of the TransferorTransferor or of the Collection Agent or any Sub-Collection Agent (in each case, if an Affiliated Entity) under or in connection with this Agreement, the Receivable Purchase Agreement, the Parent Support Agreement, any of the other Transaction Documents, any Investor Report or any other information or report delivered by the Transferor Transferor, the Collection Agent or any Sub-Collection Agent (in each case, if an Affiliated Entity) pursuant hereto, which shall have been false or incorrect in any material respect when made or deemed made; (ii) the failure by the Transferor Transferor, any of the Sellers (including, in any case, in such Person's capacity as the Collection Agent or a Sub-Collection Agent) or any LEC to comply with any applicable appli- -100- 106 cable law, rule or regulation with respect to any Receivable or the related Contract, or the nonconformity of any Receivable or the related Contract with any such applicable law, rule or regulation; (iii) the failure to vest and maintain vested (x) in the Administrative Agent on behalf of Company and/or the Class Investors Bank Investors, an undivided first priority, perfected percentage ownership or security interest, to the extent of the Transferred Interest, in the Receivables included Affected Assets free and clear of any Adverse Claim or (y) to create or maintain a valid and perfected first priority security interest in favor of the Agent, for the benefit of the Company and/or the Bank Investors, in the Transferred InterestTransferor's interest in the Affected Assets as contemplated pursuant to Section 10.11, 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 included in the Transferred Interest (including, without limitation, a defense based on such Receivable or the related Contract not being the 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 merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vi) any failure of Tech Data, as the Collection Agent or otherwise, (if an Affiliated Entity) to perform its duties or obligations in accordance with the provisions hereof or of Article VI; orany LEC to perform its obligations under any LEC Agreement; (vii) any products liability claim claim; tort 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 goods, merchandise, inventory or services which are the subject of any Receivable or Contract; (viii) the transfer of an ownership interest hereunder to the Agent in any Receivable other than an Eligible Receivable;” provided, however, that if any Class Conduit enters into agreements for the purchase of interests in receivables from one or more Other Transferors, such Class Conduit shall allocate such Indemnified Amounts which are in connection with a Liquidity Provider Agreement, a Credit Support Agreement or the credit support furnished by a Credit Support Provider to the Transferor and each Other Transferor.

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: (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 Investor 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, rule or regulation with respect to any Receivable or the related Contract, or the nonconformity of any Receivable or the related Contract with any such applicable law, rule or regulation; (iii) the failure to vest and maintain vested in the Administrative Agent on behalf of the Class Investors an undivided percentage ownership or security interest, to the extent of the Transferred Interest, in the Receivables included in the Transferred Interest, 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 included in the Transferred Interest (including, without limitation, a defense based on such Receivable or the related Contract not being 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 merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vi) any failure of Tech Data, as Collection Agent or otherwise, to perform its duties or obligations in accordance with the provisions of Article VI; 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;” provided, however, that if any Class Conduit enters into agreements for the purchase of interests in receivables from one or more Other Transferors, such Class Conduit shall allocate such Indemnified Amounts which are in connection with a Liquidity Provider Agreement, a Credit Support Agreement or the credit support furnished by a Credit Support Provider to the Transferor and each Other Transferor.

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:: ​ (i) reliance on any representation or warranty made by any Parent Group Member (including any Parent Group Member, in its capacity as the Transferor (Collection Agent) or any officers of any Parent Group Member (including any Parent Group Member, in its capacity as the TransferorCollection Agent) under or in connection with this Agreement, the Receivable Purchase Agreement, the Parent Agreement, the Transferring Affiliate Letter, any of the other Transaction Documents, any Investor Report, any Cash Collections Report or any other information or report delivered by the Transferor any Parent Group Member pursuant heretoto or in connection with any Transaction Document, which shall have been false or incorrect in any material respect when made or deemed made;; ​ (ii) the failure by any Parent Group Member (including any Parent Group Member, in its capacity as the Transferor Collection Agent) to comply with any applicable law, rule or regulation (including, without limitation, any CHAMPUS/VA Regulation, any Medicaid Regulation or any Medicare Regulation), including with respect to any Receivable or the related Contract, or the nonconformity of any Receivable or the related Contract with any such applicable law, rule or regulation;; ​ ​ ​ (iii) the failure (x) to vest and maintain vested in the Administrative Agent Agent, on behalf of the Class Investors an Investors, a valid and perfected first priority undivided percentage ownership or security interest, interest (to the extent of the Transferred Interest) in the Affected Assets free and clear of any Adverse Claim or (y) to create or maintain a valid and perfected first priority security interest in favor of the Agent, for the benefit of the Investors, in the Receivables included in the Transferred InterestAffected Assets as contemplated pursuant to Section 10.11, 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 included in the Transferred Interest (including, without limitation, a defense based on such Receivable or the related Contract not being the 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 merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services;; ​ (vi) any failure of Tech Data, as the Collection Agent or otherwise, to perform its duties or obligations in accordance with the provisions of Article VIhereof; oror ​ (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 any Parent Group Member (individually or as Collection Agent) 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 Contracts; ​ (x) the Percentage Factor exceeding the Maximum Percentage Factor at any time; ​ (xi) the failure of any Originating Entity to pay when due any taxes, including without limitation, sales, excise or personal property taxes payable in connection with any of the Receivables;” (xii) any repayment by any Indemnified Party of any amount previously distributed in reduction on Net Investment which such Indemnified Party believes in good faith is required to be made; ​ (xiii) the commingling by the Transferor, any Originating Entity or the Collection Agent of Collections of Receivables at any time with other funds without ​ ​ regard to whether any such commingling is authorized or permitted hereunder or under any of the other Transaction Documents; ​ (xiv) any investigation, litigation or proceeding instituted by or against a Person other than such Indemnified Party related to this Agreement, any of the other Transaction Documents, the use of proceeds of Transfers by the Transferor or any Originating Entity, the ownership of Transferred Interests, or any Receivable, Related Security or Contract; ​ (xv) the failure of any Special Account Bank, Designated Account Agent, Intermediate Concentration Account Bank or the Concentration Account Bank to remit any amounts held by it pursuant to the instructions set forth in the applicable Special Account Letter, Intermediate Concentration Account Agreement or Concentration Account Agreement or any instruction of the Collection Agent, the Transferor, any Originating Entity or the Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Special Account Letter, Intermediate Concentration Account Agreement or Concentration Account Agreement) whether by reason of the exercise of set-off rights or otherwise; ​ (xvi) 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 Seller to qualify to do business or file any notice of business activity report or any similar report; (xvii) any failure of the Transferor to give reasonably equivalent value to the Seller in consideration of the purchase by the Transferor from the Seller of any Receivable, any failure of the Seller to give reasonably equivalent value to any Transferring Affiliate in consideration of the purchase by the Seller from such Transferring Affiliate of any Receivable, or any attempt by any Person to void, rescind or set-aside any such transfer under statutory provisions or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; ​ (xviii) any action taken by the Transferor, any Originating Entity or the Collection Agent (if a Parent Group Member or designee thereof) in the enforcement or collection of any Receivable; provided, however, that if any Class Conduit Investor enters into agreements for the purchase of interests in receivables from one or more Other Transferors, such Class Conduit Investor shall allocate such Indemnified Amounts which are in connection with a Liquidity Provider Agreement, a Credit Support Agreement or the credit support furnished by a the Credit Support Provider to the Transferor and each Other Transferor.; and provided, further, that if such Indemnified Amounts are attributable to any Parent Group Member 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 any Parent Group Member, such Other Transferors shall be solely liable for such Indemnified Amounts; ​ ​ (xix) any reduction or extinguishment of, or any failure by any Obligor to pay (in whole or in part), any Receivable or any Related Security with respect thereto as a result of or on account of any violation of or prohibition under any law, rule or regulation now or hereafter in effect from time to time, including without limitation and CHAMPUS/VA Regulation, any Medicaid Regulation or any Medicare Regulation, or as a result of or on account of the entering of any judicial or regulatory order or agreement adversely affecting the Transferor or any Parent Group Member; ​ (xx) any failure by the Transferor or any Parent Group Member to maintain all governmental and other authorization and approvals necessary to render the services, or sell the merchandise, resulting in Receivables; ​ (xxi) without duplication of amounts already payable pursuant to Section 2.9, any cancellation or voiding of a Receivable or other Contractual Adjustment; or ​ (xxii) any civil penalty or fine assessed by OFAC or any other governmental authority administering any Anti-Terrorism Law, Anti-Corruption Law or Sanctions, and all reasonable costs and expenses (including reasonable documented legal fees and disbursements) incurred in connection with defense thereof by, any Indemnified Party in connection with the Transaction Documents as a result of any action of the Transferor or any of its respective Affiliates. ​

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: (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 Investor 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, rule or regulation with respect to any Receivable or 0104420.05-01S7a 80 the related Contract, or the nonconformity of any Receivable or the related Contract with any such applicable law, rule or regulation; (iii) the failure to vest and maintain vested in the Administrative Agent on behalf of the Class Investors Company and/or the Bank Investors, an undivided percentage ownership or security interest, to the extent of the Transferred Interest, in the Receivables included in the Transferred Interest, 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 included in the Transferred Interest (including, without limitation, a defense based on such Receivable or the related Contract not being 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 merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vi) any failure of Tech Datathe Trans- feror, as Collection Agent or otherwise, to perform its duties or obligations in accordance with the provisions of Article VI; 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;” ; provided, however, that if any Class Conduit the Company enters into agreements for the purchase of interests in receivables from 0104420.05-01S7a 81 one or more Other Transferors, such Class Conduit the Company shall allocate such Indemnified Amounts which are in connection with a the Liquidity Provider Agreement, a the Credit Support Agreement or the credit support furnished by a the Credit Support Provider to the Transferor and each Other TransferorTrans- feror.

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: (ia) reliance on any representation or warranty made by the Transferor (or any officers of the Transferor) Transferor under or in connection with this Agreement, any Investor of the other Transaction Documents, any Settlement Report, any Weekly Report or any other written information or report delivered by the Transferor pursuant heretohereto or thereto, which shall have been false or incorrect in any material respect when made or deemed made; (iib) the failure by the Transferor to comply in any material respect with any applicable lawLaw, rule or regulation with respect to any Receivable or the related Contract, or the nonconformity in any material respect of any Receivable or the related Contract with any such applicable law, rule or regulationLaw; (iii) the failure to vest and maintain vested in the Administrative Agent on behalf of the Class Investors an undivided percentage ownership or security interest, to the extent of the Transferred Interest, in the Receivables included in the Transferred Interest, 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; (vc) any dispute, claim, offset or defense (other than discharge in bankruptcy) of the an Obligor to the payment of any Receivable included in the Transferred Interest (including, without limitation, a defense based on such Receivable or the related Contract not being the 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 merchandise or provision of services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vi) any failure of Tech Data, as Collection Agent or otherwise, to perform its duties or obligations in accordance with the provisions of Article VI; or (viid) 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 is the subject of any Receivable;” (e) the failure by the Transferor to comply in any material respect 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 Contracts; (f) 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; (g) any repayment by any Indemnified Party of any amount previously distributed in reduction of Aggregate Net Investment which such Indemnified Party believes in good faith is required to be made; (h) the commingling by the Transferor of Collections of Receivables at any time with other funds to the extent not otherwise permitted pursuant to this Agreement and the other Transaction Documents; (i) any investigation, litigation or proceeding related to this Agreement, any of the other Transaction Documents, the use of proceeds of Transfers by the Transferor, the ownership of Transferred Interests, or any Receivable, Related Security, Required Currency Hedge or Contract; (j) the failure of any Lock-Box Bank to remit any amounts held in the Lock-Box Accounts pursuant to the instructions of the Collection Agent, the Transferor, the Administrative Agent, C&A or the Funding Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Lock-Box Agreement) whether by reason of the exercise of set-off rights or otherwise; (k) any failure of the Transferor to give reasonably equivalent value to any Seller in consideration of the purchase by the Transferor from any Seller of any Receivable, or any attempt by any Person to void, rescind or set-aside any such transfer under statutory provisions or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; (l) any action taken by the Transferor in the enforcement or collection of any Receivable; provided, that the Transferor shall not be liable for Indemnified Amounts attributable to the fraud, gross negligence, breach of fiduciary duty or willful misconduct of any Collection Agent in the enforcement or collection of any Receivable if such Collection Agent is not the Transferor, C&A or any Affiliate of the Transferor or C&A; (m) any failure by the Transferor to complete an Incremental Transfer following the receipt by the Administrative Agent of notice of a proposed Transfer from the Transferor pursuant to Section 2.2 due to no fault of the Administrative Agent, Initial Purchasers, the Funding Agent or the PARCO APA Banks; or (n) the failure of any Seller, the Collection Agent (if an Affiliate of the Transferor) or the Transferor to be Year 2000 Compliant. provided, however, that if any Class Conduit enters the Initial Purchasers enter into agreements for the purchase of interests in receivables from one or more Other Transferors, such Class Conduit the Initial Purchasers shall ratably allocate such Indemnified Amounts which are in connection with a Liquidity Provider Agreement, a Credit Support Agreement or related to the credit support furnished by a Credit Support Provider Initial Purchasers' program documents to the Transferor and each Other Transferor; and provided, further, that if such Indemnified Amounts are attributable to the Transferor 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, such Other Transferors shall be solely liable for such Indemnified Amounts.

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: (i) reliance on any representation or warranty made by the Transferor (or any officers of the Transferor) Transferor under or in connection with this Agreement, any Investor Report of the other Transaction Documents, any Settlement Statement or any other information or report delivered by the Transferor any of them pursuant heretohereto or thereto, which shall have been false or incorrect in any material respect when made or deemed made; (ii) the failure by the Transferor or the Originator (including, in its capacity as the Collection Agent) to comply with any applicable law, rule or regulation with respect to any Receivable or the related Contract, or the nonconformity of any Receivable or the related Contract with any such applicable law, rule or regulation; (iii) the failure to (A) vest and maintain vested in the Administrative Agent on behalf of Funding Agent, as agent for the Class Investors Transferees, an undivided first priority, perfected percentage ownership or security interest, to the extent of the Transferred Interest, in the Receivables included and Related Security, Collections and Proceeds with respect thereto, free and clear of any Adverse Claim or (B) to create or maintain a valid and perfected first priority security interest in favor of the Funding Agent, as agent for the Transferees, in the Transferred InterestTransferor's ownership interest in, and lien on, the Receivables and Related Security, Collections and Proceeds with respect thereto, 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 Relevant UCC of any applicable jurisdiction or other applicable laws with respect to any of the Affected AssetsReceivables or Related Security, Collections and Proceeds with respect thereto; (v) any dispute, claim, offset or defense (other than financial inability to pay or discharge in bankruptcy) of the Obligor to the payment of any Receivable included in the Transferred Interest (including, without limitation, a defense based on such Receivable or the related Contract not being 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 merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vi) any failure of Tech Data, as the Collection Agent or otherwise, to perform its duties or obligations in accordance with the provisions of Article VI; orhereof; (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;” provided (viii) the failure by the Transferor to comply with any term, howeverprovision or covenant contained in this Agreement or any of the other Transaction Documents to which it is a party; (ix) the Percentage Factor exceeding the Maximum Percentage Factor at any time on or prior to the Termination Date; (x) any repayment by any Indemnified Party of any amount previously distributed in reduction of Net Investment which is required to be made; (xi) the commingling of Collections of Receivables at any time with other funds; (xii) any investigation, that if litigation or proceeding related to this Agreement, any Class Conduit enters into agreements for of the other Transaction Documents, the use of proceeds of Transfers, the ownership of Transferred Interests, or any Receivable, Related Security or Contract; (xiii) the failure of any Lock-Box Bank to remit any amounts held in the Lock-Box Accounts pursuant to the instructions of the Collection Agent, the Transferor, the Originator or the Funding Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Lock-Box Agreement) whether by reason of the exercise of set-off rights or otherwise; (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 40 44 failure to qualify to do business or file any notice of business activity report or any similar report; (xv) any failure of the Transferor to give reasonably equivalent value to the Originator in consideration of the purchase of interests in receivables from one or more Other Transferors, such Class Conduit shall allocate such Indemnified Amounts which are in connection with a Liquidity Provider Agreement, a Credit Support Agreement or the credit support furnished by a Credit Support Provider to the Transferor and each Other Transferorfrom the Originator of any Receivable, or any attempt by any Person to void, rescind or set-aside any such transfer under statutory provisions or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; or (xvi) any action taken by the Transferor or any Affiliate or designee of the Transferor in the enforcement or collection of any Receivable.

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: (i) reliance on any representation or warranty made by any Parent Group Member (including any Parent Group Member, in its capacity as the Transferor (Collection Agent) or any officers of any Parent Group Member (including any Parent Group Member, in its capacity as the TransferorCollection Agent) under or in connection with this Agreement, the Receivable Purchase Agreement, the Parent Agreement, the Transferring Affiliate Letter, the BMA Transfer Agreement, any of the other Transaction Documents, any Investor Report or any other information or report delivered by the Transferor any Parent Group Member pursuant heretoto or in connection with any Transaction Document, which shall have been false or incorrect in any material respect when made or deemed made; (ii) the failure by any Parent Group Member (including any Parent Group Member, in its capacity as the Transferor Collection Agent) to comply with any applicable law, rule or regulation (including, without limitation, any CHAMPUS/VA Regulation, any Medicaid Regulation or any Medicare Regulation), including with respect to any Receivable or the related Contract, or the nonconformity of any Receivable or the related Contract with any such applicable law, rule or regulation; (iii) the failure (x) to vest and maintain vested in the Administrative Agent Agent, on behalf of the Class Investors Investors, an undivided first priority, perfected percentage ownership or security interest, interest (to the extent of the Transferred Interest) in the Affected Assets free and clear of any Adverse 78 77 Claim or (y) to create or maintain a valid and perfected first priority security interest in favor of the Agent, for the benefit of the Investors, in the Receivables included in the Transferred InterestAffected Assets as contemplated pursuant to Section 10.11, 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 included in the Transferred Interest (including, without limitation, a defense based on such Receivable or the related Contract not being the 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 merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vi) any failure of Tech Data, as the Collection Agent or otherwise, to perform its duties or obligations in accordance with the provisions of Article VIhereof; 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 any Parent Group Member (individually or as Collection Agent) 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 Contracts; (x) the Percentage Factor exceeding the Maximum Percentage Factor at any time; (xi) the failure of any Originating Entity to pay when due any taxes, including without limitation, sales, excise or personal property taxes payable in connection with any of the Receivables; (xii) any repayment by any Indemnified Party of any amount previously distributed in reduction on Net Investment which such Indemnified Party believes in good faith is required to be made; (xiii) the commingling by the Transferor, any Originating Entity or the Collection Agent of Collections of Receivables at any time with other funds; (xiv) any investigation, litigation or proceeding related to this Agreement, any of the other Transaction Documents, the use of proceeds of Transfers by the Transferor or any Originating Entity, the ownership of Transferred Interests, or any Receivable, Related Security or Contract; (xv) the failure of any Special Account Bank, Designated Account Agent or the Concentration Account Bank to remit any amounts held by it pursuant to the instructions set forth in the applicable Special Account Letter or Concentration Account Agreement or any instruction of the Collection Agent, the Transferor, any Originating Entity or the Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Special Account Letter or Concentration Account Agreement) whether by reason of the exercise of set-off rights or otherwise; (xvi) 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 Seller to qualify to do business or file any notice of business activity report or any similar report; (xvii) any failure of the Transferor to give reasonably equivalent value to the Seller in consideration of the purchase by the Transferor from the Seller of any Receivable, any failure of the Seller to give reasonably equivalent value to any Transferring Affiliate in consideration of the purchase by the Seller from such Transferring Affiliate of any Receivable, or any attempt by any Person to void, rescind or set-aside any such transfer under statutory provisions or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; (xviii) any action taken by the Transferor, any Originating Entity or the Collection Agent (if a Parent Group Member or designee thereof) in the enforcement or collection of any Receivable; provided, however, that if any Class Conduit Investor enters into agreements for the purchase of interests in receivables from one or more Other Transferors, such Class Conduit Investor shall allocate such Indemnified Amounts which are in connection with a Liquidity Provider Agreement, a Credit Support Agreement or the credit support furnished by a the Credit Support Provider or (in the case of Enterprise) the Liquidity Provider Agreement to which Enterprise is a party to the Transferor and each Other Transferor; and provided, further, that if such Indemnified Amounts are attributable to any Parent Group Member 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 any Parent Group Member, such Other Transferors shall be solely liable for such Indemnified Amounts; (xix) any reduction or extinguishment of, or any failure by any Obligor to pay (in whole or in part), any Receivable or any Related Security with respect thereto as a result of or on account of any violation of or prohibition under any law, rule or regulation now or hereafter in effect from time to time, including without limitation and CHAMPUS/VA Regulation, any Medicaid Regulation or any Medicare Regulation, or as a result of or on account of the entering of any judicial or regulatory order or agreement adversely affecting the Transferor or any Parent Group Member; or (xx) any failure by the Transferor or any Parent Group Member to maintain all governmental and other authorization and approvals necessary to render the services, or sell the merchandise, resulting in Receivables; or (xxi) any failure of the computer applications of the Transferor, the Seller, the Collection Agent or any Transferring Affiliate (including those of suppliers, vendors and customers and the Receivables Systems) to be Year 2000 Compliant at any time.

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: (i) reliance on any representation or warranty made by any Parent Group Member (including any Parent Group Member, in its capacity as the Transferor (Collection Agent) or any officers of any Parent Group Member (including any Parent Group Member, in its capacity as the TransferorCollection Agent) under or in connection with this Agreement, the 113 Receivable Purchase Agreement, the Parent Agreement, the Transferring Affiliate Letter, the BMA Transfer Agreement, any of the other Transaction Documents, any Investor Report or any other information or report delivered by the Transferor any Parent Group Member pursuant heretoto or in connection with any Transaction Document, which shall have been false or incorrect in any material respect when made or deemed made; (ii) the failure by any Parent Group Member (including any Parent Group Member, in its capacity as the Transferor Collection Agent) to comply with any applicable law, rule or regulation (including, without limitation, any CHAMPUS/VA Regulation, any Medicaid Regulation or any Medicare Regulation), including with respect to any Receivable or the related Contract, or the nonconformity of any Receivable or the related Contract with any such applicable law, rule or regulation; (iii) the failure (x) to vest and maintain vested in the Administrative Agent Agent, on behalf of the Class Investors Company and the Bank Investors, an undivided first priority, perfected percentage ownership or security interest, interest (to the extent of the Transferred Interest) in the Affected Assets free and clear of any Adverse Claim or (y) to create or maintain a valid and perfected first priority security interest in favor of the Agent, for the benefit of the Company and the Bank Investors, in the Receivables included in the Transferred InterestAffected Assets as contemplated pursuant to Section 10.11, 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 included in the Transferred Interest (including, without limitation, a defense based on such Receivable or the related Contract not being the 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 merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vi) any failure of Tech Data, as the Collection Agent or otherwise, to perform its duties or obligations in accordance with the provisions of Article VIhereof; 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;” provided (viii) the transfer of an ownership interest in any Receivable other than an Eligible Receivable; (ix) the failure by any Parent Group Member (individually or as Collection Agent) to comply with any term, howeverprovision 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 Contracts; (x) the Percentage Factor exceeding the Maximum Percentage Factor at any time; (xi) the failure of any Originating Entity to pay when due any taxes, including without limitation, sales, excise or personal property taxes payable in connection with any of the Receivables; (xii) any repayment by any Indemnified Party of any amount previously distributed in reduction on Net Investment which such Indemnified Party believes in good faith is required to be made; (xiii) the commingling by the Transferor, any Originating Entity or the Collection Agent of Collections of Receivables at any time with other funds; (xiv) any investigation, litigation or proceeding related to this Agreement, any of the other Transaction Documents, the use of proceeds of Transfers by the Transferor or any Originating Entity, the 115 ownership of Transferred Interests, or any Receivable, Related Security or Contract; (xv) the failure of any Special Account Bank, Designated Account Agent or the Concentration Account Bank to remit any amounts held by it pursuant to the instructions set forth in the applicable Special Account Letter or Concentration Account Agreement or any instruction of the Collection Agent, the Transferor, any Originating Entity or the Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Special Account Letter or Concentration Account Agreement) whether by reason of the exercise of set-off rights or otherwise; (xvi) 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 Seller to qualify to do business or file any notice of business activity report or any similar report; (xvii) any failure of the Transferor to give reasonably equivalent value to the Seller in consideration of the purchase by the Transferor from the Seller of any Receivable, any failure of the Seller to give reasonably equivalent value to any Transferring Affiliate in consideration of the purchase by the Seller from such Transferring Affiliate of any Receivable, or any attempt by any Person to void, rescind or set-aside any such transfer under statutory provisions or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; (xviii) any action taken by the Transferor, any Originating Entity or the Collection Agent (if a Parent Group Member or designee thereof) in the enforcement or collection of any Receivable; PROVIDED, HOWEVER, that if any Class Conduit the Company enters into agreements for the purchase of interests in receivables from one or more Other Transferors, such Class Conduit the Company shall allocate such Indemnified Amounts which are in connection with a the Liquidity Provider Agreement, a the Credit Support 116 Agreement or the credit support furnished by a the Credit Support Provider to the Transferor and each Other Transferor; and PROVIDED, FURTHER, that if such Indemnified Amounts are attributable to any Parent Group Member 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 any Parent Group Member, such Other Transferors shall be solely liable for such Indemnified Amounts; (xix) any reduction or extinguishment of, or any failure by any Obligor to pay (in whole or in part), any Receivable or any Related Security with respect thereto as a result of or on account of any violation of or prohibition under any law, rule or regulation now or hereafter in effect from time to time, including without limitation and CHAMPUS/VA Regulation, any Medicaid Regulation or any Medicare Regulation, or as a result of or on account of the entering of any judicial or regulatory order or agreement adversely affecting the Transferor or any Parent Group Member; or (xx) any failure by the Transferor or any Parent Group Member to maintain all governmental and other authorization and approvals necessary to render the services, or sell the merchandise, resulting in Receivables.

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) reliance on any representation or warranty made by the Transferor (including in its capacity as Servicer) or any officers of the TransferorTransferor (including in its capacity as Servicer) under or in connection with this Agreement, any Investor Report of the other Transaction Documents or any other information or report delivered by the Transferor or the Servicer pursuant heretohereto 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 related ContractReceivable, or the nonconformity of any Receivable or the related Contract with any such applicable law, rule or regulation; ; (iii) the failure to vest and maintain vested in the Administrative Agent Trustee, on behalf of the Class Investors Trust, an undivided first priority, perfected percentage ownership or security interest, to the extent of the Transferred Interest, in the Receivables included in the Transferred Interest, 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 included in the Transferred Interest (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or 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 Tech Data, as Collection Agent or otherwise, the Servicer to perform its duties or obligations in accordance with the provisions of Article VIthe Pooling and Servicing Agreement and the Series Supplement; or 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;” provided; (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, howeverprovision 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, that if any Class Conduit enters into agreements for the purchase of interests in receivables from one including without limitation, sales, excise or more Other Transferors, such Class Conduit shall allocate such Indemnified Amounts which are personal property taxes payable in connection with a Liquidity Provider Agreement, a Credit Support Agreement 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 credit support furnished by a Credit Support Provider to the Transferor and each Other Transferor.Servicer of Collections of Receivables at any time with other funds; 31

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: (ia) reliance on any representation or warranty made in writing by the Transferor (Transferor, the Collection Agent or the Sellers or any officers of the Transferor) , the Collection Agent or the Sellers under or in connection with this Agreement, any Investor of the other Transaction Documents, any Deposit Report, any Settlement Report or any other information or report delivered by the Transferor any of them pursuant heretohereto or thereto, which shall have been false or incorrect in any material respect when made or deemed made; (iib) the failure by the Transferor Transferor, the Collection Agent or the Sellers to comply with any applicable law, rule or regulation with respect to any Receivable or the related Contract, or the nonconformity of any Receivable or the related Contract with any such applicable law, rule or regulation; (iiic) the failure to either (x) vest and maintain vested in the Administrative Agent on behalf Agent, for the benefit of the Class Investors CP Conduit Purchasers and the Committed Purchasers, an undivided first priority, perfected percentage ownership or security interest, to the extent of the Transferred Interest, in the Receivables included in the Transferred Interestand Related Security, Collections and Proceeds with respect thereto, free and clear of any Adverse ClaimClaim or (y) to create or maintain a valid and perfected first priority security interest in favor of the Administrative Agent, for the benefit of the CP Conduit Purchasers and the Committed Purchasers, in the Transferor's interest in the Receivables and Related Security, Collections and Proceeds with respect thereto, free and clear of any Adverse Claim (other than any Adverse Claim created by or through the CP Conduit Purchasers or the Committed Purchasers); (ivd) the failure to file, or any delay in filing, financing statements, continuation statements, or other similar instruments or documents under the Relevant UCC of any applicable jurisdiction or other applicable laws with respect to any of the Affected AssetsReceivables or Related Security, Collections and Proceeds with respect thereto; (ve) any dispute, claim, offset or defense (other than discharge in bankruptcybankruptcy of the obligor) of the Obligor to the payment of any Receivable included in the Transferred Interest (including, without limitation, a defense based on such Receivable or the related Contract not being 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 merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or servicesservices (if such collection activities were performed by the Transferor or any of its Affiliates acting as the Collection Agent); (vi) any failure of Tech Data, as Collection Agent or otherwise, to perform its duties or obligations in accordance with the provisions of Article VI; or (viif) 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;” (g) the transfer of an ownership interest in any Receivable other than an Eligible Receivable; (h) the failure by any of the Transferor, the Collection Agent or the Sellers 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 duty or obligation in accordance with the provisions hereof or thereof or to perform any of its duties or obligations under the Contracts; (i) the Percentage Factor exceeding the Maximum Percentage Factor at any time on or prior to the Termination Date; (j) the failure of the Sellers to pay when due any taxes, including, without limitation, sales, excise or personal property taxes payable in connection with any of the Receivables with respect to which an Indemnified Party may be held liable as a transferee of such Receivables; (k) 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; (l) the commingling by the Transferor, the Sellers or the Collection Agent of Collections of Receivables at any time with other funds; (m) any investigation, litigation or proceeding related to this Agreement, any of the other Transaction Documents, the use of proceeds of Transfers by the Transferor or the Sellers, the ownership of Transferred Interests, or any Receivable, Related Security or Contract; (n) the failure of any Lock-Box Bank to remit any amounts held in the Lock-Box Accounts pursuant to the instructions of the Collection Agent, the Transferor, the Sellers or the Administrative Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Lock-Box Agreement) whether by reason of the exercise of set-off rights or otherwise; (o) 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 Sellers to qualify to do business or file any notice of business activity report or any similar report; (p) any failure of the Transferor to give reasonably equivalent value to the Sellers in consideration of the purchase by the Transferor from the Sellers of any Receivable, or any attempt by any Person to void, rescind or set aside any such transfer under statutory provisions or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; or (q) any action taken by the Transferor, the Sellers or the Collection Agent in the enforcement or collection of any Receivable; provided, however, that the Transferor shall not be liable for Indemnified Amounts attributable to the fraud, gross negligence, breach of fiduciary duty or willful misconduct of any Collection Agent in the enforcement or collection of any Receivable if such Collection Agent is not the Parent or an Affiliate of the Parent; provided, further, that if any Class CP Conduit Purchaser enters into agreements for the purchase of interests in receivables from one or more Other Transferors, such Class CP Conduit Purchaser shall equitably allocate such Indemnified Amounts which are in connection with a Liquidity Provider Agreement, a Credit Support Agreement or the credit support furnished by a Credit Support Provider to the Transferor and each Other Transferor; and pro- vided, further, that if such Indemnified Amounts are attributable solely to the Transferor, the Transferor shall be solely liable for such Indemnified Amounts, and if such Indemnified Amounts are attributable solely to Other Transferors, such Other Transferors shall be solely liable for such Indemnified Amounts.

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: (i) reliance on any representation or warranty made by the Transferor or the Parent (including, in its capacity as the Servicer) or any officers of the TransferorTransferor or the Parent (including, in its capacity as the Servicer) under or in connection with this Agreement, the Receivable Purchase Agreement, any of the other Transaction Documents, any Investor Report or any other information or report delivered by or on behalf of the Transferor or the Servicer pursuant hereto, which shall have been false or incorrect in any material respect when made or deemed made; (ii) the failure by the Transferor or the Parent (including, in its capacity as the Servicer) to comply with any applicable law, rule or regulation with respect to any Receivable or the related Contract, or the nonconformity of any Receivable or the related Contract with any such applicable law, rule or regulation; (iii) the failure (x) to vest and maintain vested in the Administrative Agent Agent, on behalf of the Class Investors an undivided percentage Company and the Bank Investors, a perfected first priority ownership or security interest, interest (to the extent of the Transferred Interest) in the Affected Assets free and clear of any Adverse Claim or (y) to create or maintain a valid and perfected first priority security interest in favor of the Agent, for the benefit of the Company and the Bank Investors, in the Receivables included in the Transferred InterestAffected Assets as contemplated pursuant to Section 10.10, 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 included in the Transferred Interest (including, without limitation, a defense based on such Receivable or the related Contract not being the 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 merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vi) any failure of Tech Data, as Collection Agent or otherwise, the Servicer to perform its duties or obligations in accordance with the provisions of Article VIhereof; 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;” provided (viii) the transfer of an ownership interest in any Receivable other than an Eligible Receivable; (ix) the failure by the Transferor or the Parent (individually or as Servicer) to comply with any term, howeverprovision 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 or the Contracts; (x) the Percentage Factor exceeding the Maximum Percentage Factor at any time; (xi) the failure of the Parent to pay when due any taxes, including without limitation, sales, excise or personal property taxes payable in connection with any of the Receivables; (xii) 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; (xiii) the commingling by the Transferor, the Parent or the Servicer of Collections of Receivables at any time with other funds; (xiv) any investigation, litigation or proceeding related to this Agreement, any of the other Transaction Documents, the use of proceeds of Transfers by the Transferor or the Parent, the ownership of Transferred Interests, or any Receivable, Related Security or Contract; (xv) the failure of any Lock-Box Bank to remit any amounts held in any Lock-Box Account pursuant to the instructions of the Servicer, the Transferor, the Parent or the Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Lock-Box Agreement) whether by reason of the exercise of set-off rights or otherwise; (xvi) 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 Parent to qualify to do business or file any notice of business activity report or any similar report; (xvii) any failure of the Transferor to give reasonably equivalent value to the Parent in consideration of the purchase by the Transferor from the Parent of any Receivable, or any attempt by any Person to void, rescind or set-aside any such transfer under statutory provisions or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; (xviii) any action taken by the Transferor, the Parent, or the Servicer (if the Transferor, the Parent or any Affiliate or designee of the Transferor or the Parent) in the enforcement or collection of any Receivable; (xix) the use of the proceeds of any Transfer or reinvestment; or (xx) the transactions contemplated hereby being characterized as other than debt for purposes of the Code; PROVIDED, HOWEVER, that if any Class Conduit the Company enters into agreements for the purchase of interests in receivables from one or more Other Transferors, such Class Conduit the Company shall allocate such Indemnified Amounts which are in connection with a the Liquidity Provider Agreement, a the Credit Support Agreement or the credit support furnished by a the Credit Support Provider to the Transferor and each Other Transferor; and, PROVIDED, FURTHER, that if such Indemnified Amounts are attributable to the Transferor, the Parent 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, the Parent or the Servicer, such Other Transferors shall be solely liable for such Indemnified Amounts.

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: (i) reliance on any representation or warranty or statement made by the Transferor (or any officers of the Transferorits officers) under or in connection with this Agreement, any Investor Report or any Agreement and the other information or report delivered by the Transferor pursuant hereto, Transaction Documents 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, rule or regulation (including, without limitation, usury or consumer law) with respect to any Receivable Receivable, the related Contract or the related Contract, Related Security; or the nonconformity failure of any Receivable or the related Contract with to conform to any such applicable law, rule or regulation; (iii) the failure to vest and maintain vested in of the Administrative Agent on behalf (for the benefit of the Class Investors an undivided percentage ownership or Transferees) to acquire a valid and perfected security interest, to the extent of the Transferred Interest, interest in the Receivables included and the Related Security and Collections in respect thereof under Article 9 of the Transferred InterestUCC of any applicable jurisdiction, free and clear of any Adverse Claim; (iv) the failure to filehave filed, or any delay in filing, financing statements, continuation statements, statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivables or the Related Security and Collections in respect thereof, whether at the time of the Affected Assetstransfer of an interest therein or at any subsequent time; (v) any dispute, claim, offset or defense (other than discharge in bankruptcybankruptcy of the Obligor) of the Obligor to the payment of any Receivable included in the Transferred Interest (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the lease or sale of merchandise the related Equipment or services related to such Receivable or the furnishing or failure to furnish such merchandise Equipment or servicesother services or alleging violation by the Transferor of any laws in connection with such lease or sale activities; (vi) any failure of Tech Data, as Collection Agent or otherwise, the Transferor to perform its duties or obligations in accordance with the provisions of Article VI; orhereof or to perform its duties or obligations under the Related Contracts; (vii) any products or personal 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 any Equipment or other merchandise, services or activities which are the subject of any ReceivableRelated Contract;” provided (viii) the commingling by the Transferor or any of its Affiliates (including without limitation the Originator in its capacity as Collection Agent) of Collections of Receivables at any time with other funds; (ix) any investigation, however, that if any Class Conduit enters into agreements for the purchase of interests in receivables from one litigation or more Other Transferors, such Class Conduit shall allocate such Indemnified Amounts which are in connection with a Liquidity Provider Agreement, a Credit Support proceeding related to this Agreement or the credit support furnished use of proceeds of any Transfer or the acceptance of the transfer of Receivables or in respect of any Receivable, Related Security or Related Contract; or (x) any fine, penalty, tax or other charge asserted against any Indemnified Party by a Credit Support Provider to any governmental authority or agency or any other Person resulting from any Obligor's use, possession or ownership of any Equipment. (xi) any failure of the Transferor and each Other Transferoror any Hedge Transactions to comply with the requirements of Section 1.12.

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: (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 Investor 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, rule or regulation with respect to any Receivable or the related Contract, or the nonconformity of any Receivable or the related Contract with any such applicable law, rule or regulation; (iii) the failure to vest and maintain vested in the Administrative Agent on behalf of the Class Investors an undivided percentage ownership or security interest, to the extent of the Transferred Interest, in the Receivables included in the Transferred Interest, 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 included in the Transferred Interest (including, without limitation, a defense based on such Receivable or the related Contract not being 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 merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vi) any failure of Tech Data, as Collection Agent or otherwise, to perform its duties or obligations in accordance with the provisions of Article VI; 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;” provided, however, that if any Class Conduit enters into agreements for the purchase of interests in receivables from one or more Other Transferors, such Class Conduit shall allocate such Indemnified Amounts which are in connection with a Liquidity Provider Agreement, a Credit Support Agreement or the credit support furnished by a Credit Support Provider to the Transferor and each Other Transferor.

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: (i) reliance on the transfer by the Transferor of any interest in any Receivable other than the transfer of the Transferee's Interest to the Transferee pursuant to this Agreement and the grant of a security interest to the Transferee pursuant to Section 9.01; ------------ (ii) the breach of any representation or warranty made by the Transferor (or any officers of the Transferorits officers) under or in connection with this Agreement, any Investor Periodic Report or Pay Out Statement or any other information or report delivered by the Transferor or the Servicer pursuant hereto, which shall have been false or incorrect in any material respect when made or deemed made; (iiiii) the failure by the Transferor to comply with any applicable law, rule or regulation with respect to any Pool Receivable or the related Contract, or the nonconformity of any Pool Receivable or the related Contract with any such applicable law, rule or regulation; (iiiiv) the failure to vest and maintain vested in the Administrative Agent on behalf of the Class Investors Transferee an undivided percentage ownership or security interest, to the extent of the Transferred Transferee's Interest, in the Receivables included in in, or purporting to be in, the Transferred InterestReceivables Pool, together with all Related Property, free and clear of any Adverse ClaimLien, other than an Lien arising solely as a result of an act of the Transferee or the Agent, whether existing at the time of any Transfer or Reinvestment or at any time thereafter; (ivv) the failure to file, or any delay in filing, financing statements, continuation statements, statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Pool Receivables or Related Property, whether at the time of the Affected Assetsany Transfer or Reinvestment or at any time thereafter; (vvi) any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Receivable included in in, or purporting to be in, the Transferred Interest Receivables Pool (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vivii) any failure of Tech Data, as Collection Agent or otherwise, the Transferor to perform its duties or obligations in accordance with the provisions of Article VI; orthis Agreement; (viiviii) 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 that are the subject of any Pool Receivable;” provided; or (ix) any tax or governmental fee or charge (but not including taxes upon or measured by net income), howeverall interest and penalties thereon or with respect thereto, that if and all out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the transfer or ownership of the Transferee's Interest, any Class Conduit enters into agreements for portion thereof or any other interest in the purchase of interests Pool Receivables or Related Property or in receivables from one or more Other Transferors, any goods which secure any such Class Conduit shall allocate such Indemnified Amounts which are in connection with a Liquidity Provider Agreement, a Credit Support Agreement or the credit support furnished by a Credit Support Provider to the Transferor and each Other TransferorPool Receivables.

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:: ​ (i) reliance on any representation or warranty made by any Parent Group Member (including any Parent Group Member, in its capacity as the Transferor (Collection Agent) or any officers of any Parent Group Member (including any Parent Group Member, in its capacity as the TransferorCollection Agent) under or in connection with this Agreement, the Receivable Purchase Agreement, the Parent Agreement, the Transferring Affiliate Letter, any of the other Transaction Documents, any Investor Report, any Cash Collections Report or any other information or report delivered by the Transferor any Parent Group Member pursuant heretoto or in connection with any Transaction Document, which shall have been false or incorrect in any material respect when made or deemed made;; ​ (ii) the failure by any Parent Group Member (including any Parent Group Member, in its capacity as the Transferor Collection Agent) to comply with any applicable law, rule or regulation (including, without limitation, any CHAMPUS/VA Regulation, any Medicaid Regulation or any Medicare Regulation), including with respect to any Receivable or the related Contract, or the nonconformity of any Receivable or the related Contract with any such applicable law, rule or regulation;; ​ (iii) the failure (x) to vest and maintain vested in the Administrative Agent Agent, on behalf of the Class Investors an Investors, a valid and perfected first priority undivided percentage ownership or security interest, interest (to the extent of the Transferred Interest) in the Affected Assets free and clear of any Adverse Claim or (y) to create or maintain a valid and perfected first priority security interest in favor of the Agent, for the benefit of the Investors, in the Receivables included in the Transferred InterestAffected Assets as contemplated pursuant to Section 10.11, 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 included in the Transferred Interest (including, without limitation, a defense based on such Receivable or the related Contract not being the 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 merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services;; ​ (vi) any failure of Tech Data, as the Collection Agent or otherwise, to perform its duties or obligations in accordance with the provisions of Article VIhereof; oror ​ (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;” provided; ​ (viii) the transfer of an ownership interest in any Receivable other than an Eligible Receivable; ​ (ix) the failure by any Parent Group Member (individually or as Collection Agent) to comply with any term, howeverprovision 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 Contracts; ​ (x) the Percentage Factor exceeding the Maximum Percentage Factor at any time; ​ (xi) the failure of any Originating Entity to pay when due any taxes, that if any Class Conduit enters into agreements for the purchase of interests in receivables from one including without limitation, sales, excise or more Other Transferors, such Class Conduit shall allocate such Indemnified Amounts which are personal property taxes payable in connection with any of the Receivables; (xii) any repayment by any Indemnified Party of any amount previously distributed in reduction on Net Investment which such Indemnified Party believes in good faith is required to be made; ​ (xiii) the commingling by the Transferor, any Originating Entity or the Collection Agent of Collections of Receivables at any time with other funds without regard to whether any such commingling is authorized or permitted hereunder or under any of the other Transaction Documents; ​ (xiv) any investigation, litigation or proceeding instituted by or against a Liquidity Provider Person other than such Indemnified Party related to this Agreement, a Credit Support Agreement or any of the credit support furnished other Transaction Documents, the use of proceeds of Transfers by a Credit Support Provider to the Transferor and each Other Transferor.or any Originating Entity, the ownership of Transferred Interests, or any Receivable, Related Security or Contract; ​

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: (ia) reliance on any representation or warranty made by the Transferor (or any officers of the Transferor) Transferor under or in connection with this Agreement, any Investor Report of the other Transaction Documents to which it is a party, any Monthly Statement or any other information or report delivered by the Transferor any of them pursuant heretohereto or thereto, which shall have been false or incorrect in any material respect when made or deemed made; (iib) the failure by the Transferor (including, in its capacity as the Collection Agent) to comply with any applicable law, rule or regulation with respect to any Transferred Receivable or the related ContractCredit Card Agreement, or the nonconformity of any Transferred Receivable or the related Contract Credit Card Agreement with any such applicable law, rule or regulation; (iiic) the failure to (i) vest and maintain vested in the Administrative Agent on behalf of Deal Agent, as agent for the Class Investors Investors, an undivided first priority, perfected percentage ownership or security interest, to the extent of the Transferred Interest, in the Transferred Receivables included and Related Security, Collections and Proceeds with respect thereto, free and clear of any Adverse Claim or (ii) to create or maintain a valid and perfected first priority security interest in favor of the Deal Agent, as agent for the Investors, in the Transferor's ownership interest in, and lien on, the Transferred InterestReceivables and Related Security, Collections and Proceeds with respect thereto, free and clear of any Adverse Claim; (ivd) the failure to file, or any delay in filing, financing statements, continuation statements, or other similar instruments or documents under the Relevant UCC of any applicable jurisdiction or other applicable laws with respect to any of the Affected AssetsTransferred Receivables or Related Security, Collections and Proceeds with respect thereto; (ve) any dispute, claim, offset or defense (other than financial inability to pay or discharge in bankruptcy) of the Obligor to the payment of any Transferred Receivable included in the Transferred Interest (including, without limitation, a defense based on such Receivable or the related Contract Credit Card Agreement not being 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 merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vif) any failure of Tech Data, as the Collection Agent or otherwise, to perform its duties or obligations in accordance with the provisions of Article VI; orhereof; (viig) any products liability claim failure of the Transferor or personal injury the Collection Agent to (i) instruct FDR with respect to the identification and processing of Transferred Receivables in accordance with the Transaction Documents or property damage suit (ii) instruct the Obligors to remit Collections directly to the Lock-Box Account; (h) the failure by the Transferor 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; (i) the Net Investment exceeding the Facility Limit at any time on or prior to the Termination Date; (j) any repayment by any Indemnified Party of any amount previously distributed in reduction of Net Investment which is required to be made; (k) the commingling of Collections of Receivables at any time; (l) any investigation, litigation or proceeding related to this Agreement, any of the other Transaction Documents to which it is a party, the use of proceeds of Transfers, the ownership of Transferred Interests, or any Transferred Receivable, Related Security or Credit Card Agreement; (m) [Reserved.] (n) 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 to qualify to do business or file any notice of business activity report or any similar report; (o) [Reserved.] (p) any action taken by the Transferor or related claim designee of the Transferor in the enforcement or action of whatever sort arising out of or in connection with merchandise or services which are the subject collection of any Transferred Receivable;” provided, however, that if any Class Conduit enters into agreements for the purchase of interests in receivables from one or more Other Transferors, such Class Conduit shall allocate such Indemnified Amounts which are in connection with a Liquidity Provider Agreement, a Credit Support Agreement or the credit support furnished by a Credit Support Provider to the Transferor and each Other Transferor.

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: (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 Investor 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, rule or regulation with respect to any Receivable or the related Contract, or the nonconformity of any Receivable or the related Contract with any such applicable law, rule or regulation; (iii) the failure to vest and maintain vested in the Administrative Agent on behalf of the Class Investors an undivided percentage ownership or security interest, to the extent of the Transferred Interest, in the Receivables included in the Transferred Interest, 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 from all matters set forth below (other than discharge in bankruptcy) of the Obligor to the payment of any Receivable included those described in the Transferred Interest (including, without limitation, a defense based on such Receivable or the related Contract not being 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 merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vi) any failure of Tech Data, as Collection Agent or otherwise, to perform its duties or obligations in accordance with the provisions of Article VI; 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;” provided, however, that if any Class Conduit enters into agreements for the purchase of interests in receivables from one or more Other Transferors, such Class Conduit shall allocate such Indemnified Amounts which are in connection with a Liquidity Provider Agreement, a Credit Support Agreement or the credit support furnished by a Credit Support Provider to the Transferor and each Other Transferor.preceding sentence):

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: (ia) reliance on any representation or warranty made by the Transferor (or the Issuer or any officers of the Transferor) Transferor or the Issuer under or in connection with this Agreement, any Investor Report of the other Transaction Documents, or any other information or report delivered by the Transferor or the Issuer pursuant hereto, which shall have or pursuant to any of the other Transaction Documents having been incomplete, false or incorrect in any material respect when made or deemed made; (iib) the failure by the Transferor or the Issuer to comply with any applicable law, rule or regulation Law with respect to any Receivable or the related ContractCredit Card Agreement, or the nonconformity of any Receivable or the related Contract Credit Card Agreement with any such applicable law, rule or regulationLaw; (iii) the failure to vest and maintain vested in the Administrative Agent on behalf of the Class Investors an undivided percentage ownership or security interest, to the extent of the Transferred Interest, in the Receivables included in the Transferred Interest, 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; (vc) any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Receivable included in the Transferred Interest (including, without limitation, including a defense based on such Receivable or the related Contract Credit Card Agreement not being the 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 merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vid) the failure by the Transferor or the Issuer to comply with any failure term, provision or covenant contained in this Agreement or any of Tech Data, as Collection Agent the other Transaction Documents to which it is a party or otherwise, to perform any of its respective duties or obligations in accordance with under the provisions of Article VIReceivables or related Contracts; or (viie) any products liability claim action taken by the Transferor or personal injury the Issuer in the enforcement 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 collection of any Receivable;” . Promptly after receipt by an Indemnified Party of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made under this Section 5.1, notify the Transferor, provided, however, the omission to so notify the Transferor will not relieve the Transferor from any liability which it may have to any such Indemnified Party under this Section 5.1, except to the extent the Transferor was actually prejudiced by the failure to give such notices promptly. Thereafter, the Indemnified Party and the Transferor shall consult, to the extent appropriate, with a view to minimizing the cost to the Transferor of its obligations hereunder; provided, however, that nothing contained herein shall obligate any Indemnified Party to take any action that imposes on such Person any additional costs or legal or regulatory burdens which in such Person’s reasonable opinion, would have an adverse effect on its business, operations or financial condition. In case any Indemnified Party receives written notice of any damage, loss or expense in respect of which indemnity may be sought hereunder by it and it notifies the Transferor thereof, the Transferor will be entitled to participate therein, and to the extent that it may elect by written notice delivered to the Indemnified Party promptly after receiving the aforesaid notice from such Indemnified Party, to assume the defense thereof, with counsel reasonably satisfactory at all times to such Indemnified Party; provided, however, that if the parties against which any Class Conduit enters into agreements damage, loss or expense arises include both the Indemnified Party and the Transferor, and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the Transferor, the Indemnified Party shall have the right to select one separate counsel for the purchase of interests in receivables from one or more Other Transferors, such Class Conduit shall allocate such Indemnified Amounts which are Party to assume such legal defenses and otherwise to participate in the defense of such damage, loss or expenses on behalf of such Indemnified Party. Upon receipt of notice from the Transferor to such Indemnified Party of its election to assume the defense of such action and approval by the Indemnified Party of such counsel, the Transferor shall not be liable to such Indemnified Party under this Section 5.1 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with a Liquidity Provider Agreement, a Credit Support Agreement or the credit support furnished by a Credit Support Provider defense thereof unless (i) the Indemnified Party shall have employed such counsel in connection with assumption of legal defenses in accordance with the proviso to the next preceding sentence, (ii) the Transferor shall not have employed and each Other continued to employ counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of commencement of the action or (iii) the Transferor shall have authorized the employment of counsel for the Indemnified Party at the expense of the Transferor.

Indemnities by the Transferor. Without limiting any other ----------------------------- rights which the Administrative Agent or any of the Class Investors Company 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 Company 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, agents 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 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 the Company 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 Company 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 the Company 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 the Company for Indemnified Amounts relating to or resulting from: (ia) reliance on any representation or warranty made by the Transferor (or any officers of the Transferorits officers) under or in connection with this Agreement, any Investor Report Agreement or any other information or report delivered by or on behalf of the Transferor pursuant hereto, which shall have been false or incorrect in any material respect when made or deemed made; (iib) the failure by the Transferor or the Collection Agent to comply with any applicable law, rule or regulation with respect to any Receivable or the related Contract, or the nonconformity of any Receivable or the related Contract with any such applicable law, rule or regulation; (iiic) the failure to vest and maintain vested in the Administrative Agent on behalf of Company or the Class Investors an undivided percentage ownership or security interestLiquidity Bank when applicable, to the extent of the Transferred Interest, Interest in the Receivables included in the Transferred Interest, free and clear of any Adverse Claim; (ivd) the failure to file, or any delay in filing, financing statements, continuation statements, statements or other similar instruments or documents under the UCC or the laws of any applicable jurisdiction or other applicable laws with respect to any of the Affected AssetsReceivable; (ve) any dispute, claim, offset or defense (other than discharge in bankruptcybankruptcy of the Obligor) of the Obligor to the payment of any Receivable included in the Transferred Interest (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of merchandise products or services related to such Receivable or the furnishing or failure to furnish such merchandise products or services; (vif) any failure of Tech Data, as the Transferor or the Collection Agent or otherwise, to perform its duties or obligations in accordance with the provisions of Article VI; orthis Agreement; (viig) 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 products or services which are the subject of any Receivable;” provided; or (h) the transfer of an undivided percentage ownership interest in any Receivable other than an Eligible Receivable, howeverif, that if any Class Conduit on the date of such transfer the Net Receivables Balance was less than the Coverage Amount. If the Company enters into agreements for the purchase transfer of interests in receivables from one or more other Persons ("Other Transferors"), such Class Conduit the Company ----------------- shall allocate such Indemnified Amounts which are in connection with a Liquidity Provider Agreement, a Credit Support Agreement or attributable to the credit support furnished by a Credit Support Provider Transferor and to the Other Transferors to the Transferor and each Other Transferor; provided, however, that if such Indemnified Amounts are attributable to the -------- ------- Transferor and not attributable to any Other Transferor, the Transferor shall be solely liable for such Indemni fied Amounts or if such Indemnified Amounts are attributable to Other Transferors and not attributable to the Transferor, such Other Transferors shall be solely liable for such Indemnified Amounts.

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): (i) reliance on any representation or warranty made by the Transferor (including, in its capacity as the Collection Agent) or any officers of the TransferorTransferor (including, in its capacity as the Collection Agent) under or in connection with this Agreement, the GE Agreement, any of the other Transaction Documents, any Investor Report or any other information or report delivered by the Transferor or the Collection Agent pursuant hereto, 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 the Collection Agent) to comply with any applicable law, rule or regulation with respect to any Receivable or the related ContractAccount, or the nonconformity of any Receivable or the related Contract Account with any such applicable law, rule or regulation; (iii) the failure (x) to vest and maintain vested in the Administrative Agent Purchaser Agents, on behalf of the Class Investors their related Purchasers and Bank Investors, an undivided first priority, perfected percentage ownership or security interest, interest (to the extent of the Transferred Interest) in the Affected Assets free and clear of any Adverse Claim or (y) to create or maintain a valid and perfected first priority security interest in favor of the Purchaser Agents, for the benefit of their related Purchasers and Bank Investors, in the Receivables included in the Transferred InterestAffected Assets as contemplated pursuant to Section 10.11 hereof, free and clear of any Adverse Claim, except that any ownership interest or security interest created hereunder with respect to Related Security shall be a first priority perfected interest only to the extent possible by filing the financing statements contemplated to be filed hereunder on the Closing Date (and any amendments thereto or continuations thereof); (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 included in the Transferred Interest (including, without limitation, a defense based on such Receivable or the related Contract Account not being the 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 merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vi) any failure of Tech Data, as the Collection Agent or otherwise, to perform its duties or obligations in accordance with the provisions of Article VI; orhereof; (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 Collection Agent) 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 Account Agreements; (x) [Reserved] (xi) the failure of GE to pay when due any taxes, including without limitation, sales, excise or personal property taxes payable in connection with any of the Receivables; (xii) any repayment by any Indemnified Party of any amount previously distributed in reduction of Net Investments which such Indemnified Party believes in good faith is required to be made; (xiii) the commingling by the Transferor or the Collection Agent of Collections of Receivables at any time with other funds; (xiv) any investigation, litigation or proceeding related to this Agreement, any of the other Transaction Documents, the use of proceeds of Transfers by the Transferor, the ownership of Transferred Interests, or any Receivable or Account; (xv) 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 to qualify to do business or file any notice of business activity report or any similar report; (xvi) any failure of the Transferor to give reasonably equivalent value to GE in consideration of the transfer by GE of any Receivable, or any attempt by any Person to void, rescind or set aside any such transfer under statutory provisions or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; (xvii) any action taken by the Transferor or the Collection Agent (if the Transferor or any Affiliate or designee of the Transferor) in the enforcement or collection of any Receivable; or (xviii) the failure of any information contained in the Investor Report and other reports delivered pursuant to Section 2.11 to be true and correct; provided, however, that if any Class Conduit a Purchaser enters into agreements for the purchase of interests in receivables from one or more Other Transferors, such Class Conduit Purchaser shall allocate such Indemnified Amounts which are in connection with a the Liquidity Provider Agreement, a the Credit Support Agreement or the credit support furnished by a 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 Collection Agent 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 Collection Agent, such Other Transferors shall be solely liable for such Indemnified Amounts.

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 or related to: (i) any investigation, litigation or lawsuit (actual or threatened) or order, consent decree, judgment, claim or other action of this Agreement whatever sort (including the preparation of any defense with respect thereto), in each case, in any way arising out of, resulting from or related to the ownershippurchase or maintenance or financing, either directly or indirectly, by the Administrative Agent or any Class Investor Indemnified Party of the Transferred Interest excludingAcquired Receivables, howeverthe Receivables Property or interest therein, (i) Indemnified Amounts to or 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 use of the foregoingproceeds thereof, or the Transferor shall indemnify each Indemnified Party for Indemnified Amounts relating to enforcement, servicing, administration or resulting from: (i) reliance on collection of any representation or warranty made by the Transferor (or any officers of the Transferor) under or in connection with this AgreementAcquired Receivable, any Investor Report or any other information transaction contemplated hereby or report delivered by the Transferor pursuant hereto, which shall have been false or incorrect in any material respect when made or deemed madethereby; (ii) the failure by the Transferor to comply with any applicable law, rule or regulation with respect to any Receivable or the related Contract, or the nonconformity occurrence of any Receivable Seller Termination Event or the related Contract with any such applicable law, rule or regulationServicer Default; (iii) the failure to vest in the Transferee absolute ownership of each Acquired Receivable acquired by the Transferor under the U.S. RPA and maintain vested the Receivables Property related thereto, free of any Adverse Claims; (iv) the failure to vest in the Administrative Agent on behalf of the Class Investors an undivided percentage a first priority perfected ownership or security interest, interest prior to the extent all other interests in all of the Transferred Interest, in Acquired Receivables acquired by the Transferor under the U.S. RPA and the Receivables included in the Transferred InterestProperty related thereto, 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 setoff or defense (other than discharge in bankruptcy) of the an Obligor to the payment of any Acquired Receivable included in the Transferred Interest (including, without limitation, including a defense based on such Acquired Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of merchandise the merchandise, goods or services related to such Acquired Receivable or the furnishing or failure to furnish such merchandise merchandise, goods or services;services or relating to collection activities with respect to such Acquired Receivable or from any breach or alleged breach of any provision of the Acquired Receivables or any Contracts related thereto restricting assignment of any Receivables; or (vi) the commingling by the Transferor of Collections of Acquired Receivables at any time with any other funds, the payment of any Collections into an account other than a U.S. Collection Account, or any failure of Tech Dataa U.S. Collection Account Bank to remit any amounts held in the U.S. Accounts or any related lock-boxes pursuant to applicable instructions whether by reason of the exercise of setoff rights, as Collection Agent insolvency or otherwise; excluding, however (a) Indemnified Amounts to perform its duties or obligations in accordance with the provisions of Article VI; 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;” provided, however, extent that if any Class Conduit enters into agreements for the purchase of interests in receivables from one or more Other Transferors, such Class Conduit shall allocate such Indemnified Amounts which are resulted from the gross negligence, fraud or wilful misconduct on the part of such Indemnified Party, as finally determined by a court of competent jurisdiction by a final non-appealable judgment, (b) recourse (except as otherwise specifically provided in connection with a Liquidity Provider Agreement, a Credit Support this Agreement or the credit support furnished by a Credit Support Provider any other Transaction Document) for Uncollectible Acquired Receivables and Receivables Property with respect thereto, (c) any Excluded Taxes, and (d) any Indemnified Amount to the Transferor extent the same has been fully and each Other Transferorfinally paid in cash to such Indemnified Party pursuant to any other provision of this Agreement or any other Transaction Document.

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): (i) reliance on any representation or warranty made by the Transferor Transferor, Initial Purchaser or the Seller (including, in its capacity as the Collection Agent) or any officers of the Transferor, the Initial Purchaser or the Seller (including, in its capacity as the Collection Agent) under or in connection with this Agreement, the Receivable Purchase Agreements, any of the other Transaction Documents, any Investor Report or any other information or report delivered by the Transferor Transferor, Seller or the Collection Agent pursuant hereto, which shall have been false or incorrect in any material respect when made or deemed made; ; (ii) the failure by the Transferor Transferor, the Initial Purchaser or the Seller (including, in its capacity as the Collection Agent) to comply with any applicable law, rule or regulation with respect to any Receivable or the related ContractAccount, or the nonconformity of any Receivable or the related Contract Account with any such applicable law, rule or regulation; ; (iii) the failure (x) to vest and maintain vested in the Administrative Agent Agent, on behalf of the Class Investors Company and the Bank Investors, an undivided first priority, perfected percentage ownership or security interest, interest (to the extent of the Transferred Interest) in the Affected Assets free and clear of any Adverse Claim or (y) to create or maintain a valid and perfected first priority security interest in favor of the Agent, for the benefit of the Company and the Bank Investors, in the Receivables included in the Transferred InterestAffected Assets as contemplated pursuant to Section 10.11 hereof, 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 included in the Transferred Interest (including, without limitation, a defense based on such Receivable or the related Contract Account not being the 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 merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; ; (vi) any failure of Tech Data, as the Collection Agent or otherwise, to perform its duties or obligations in accordance with the provisions of Article VIhereof; 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 or the Seller (individually or as Collection Agent) 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 Account Agreements; (x) [Reserved] (xi) the failure of the Seller or Initial Purchaser to pay when due any taxes, including without limitation, sales, excise or personal property taxes payable in connection with any of the Receivables; (xii) 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; (xiii) the commingling by the Transferor, the Seller, the Collection Agent, or Initial Purchaser of Collections of Receivables at any time with other funds; (xiv) any investigation, litigation or proceeding related to this Agreement, any of the other Transaction Documents, the use of proceeds of Transfers by the Transferor or the Seller, the ownership of Transferred Interests, or any Receivable or Account; (xv) 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 Seller to qualify to do business or file any notice of business activity report or any similar report; (xvi) any failure of the Transferor or Initial Purchaser to give reasonably equivalent value to the Initial Purchaser or Seller, respectively, in consideration of the transfer by the Transferor and the Initial Purchaser from the Initial Purchaser and the Seller, respectively, of any Receivable, or any attempt by any Person to void, rescind or set aside any such transfer under statutory provisions or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; or (xvii) any action taken by the Transferor, the Seller, the Initial Purchaser or the Collection Agent (if the Transferor, the Seller or any Affiliate or designee of the Transferor or the Seller) in the enforcement or collection of any Receivable; provided, however, that if any Class Conduit the Company enters into agreements for the purchase of interests in receivables from one or more Other Transferors, such Class Conduit the Company shall allocate such Indemnified Amounts which are in connection with a the Liquidity Provider Agreement, a the Credit Support Agreement or the credit support furnished by a the Credit Support Provider to the Transferor and each Other Transferor; and, provided, further, that if such Indemnified Amounts are attributable to the Transferor, the Seller, the Initial Purchaser or the Collection Agent 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, the Seller, the Initial Purchaser or the Collection Agent, such Other Transferors shall be solely liable for such Indemnified Amounts.

Indemnities by the Transferor. (a) Without limiting any other rights which the Administrative Agent or any of the Class Investors Company may have hereunder or under applicable lawApplicable Law, each of the Collection Agent and the Transferor hereby agrees to indemnify the Company and its transfers and assigns, and 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 of their respective directors, officers, directors employees, agents and employees attorneys (collectively, all of the foregoing being individually referred to as an “Indemnified Party” and being collectively referred to as “Indemnified Parties”) 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 actually incurred by any of them arising out of or as a result of resulting from this Agreement, the Sale Agreement, the Loan Agreement or any other Document or the ownership, either directly use of proceeds of any Transfer or indirectly, by the Administrative Agent or in respect of 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 lossesProperty. 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: (i) Any Receivable represented or deemed represented by the Transferor to be an Eligible Receivable which was not an Eligible Receivable as of the Transfer Date thereof; (ii) reliance on any representation or warranty made or deemed made by the Transferor (Transferor, the Collection Agent or any of their respective officers of the Transferor) under or in connection with this Agreement, any Investor Report the Sale Agreement, the Loan Agreement or any other information or report delivered by the Transferor pursuant heretoDocument, which shall have been false false, incorrect or incorrect misleading in any material respect when made or deemed mademade or delivered; (iiiii) the failure by the Transferor or the Collection Agent to comply with any term, provision or covenant contained in this Agreement, the Sale Agreement, the Loan Agreement or any other Documents, or any Contract, or with any Applicable Law with respect to any Receivable, the related Contract or the Related Security, or the nonconformity of any Receivable, the related Contract or the Related Security with any such Applicable Law; (iv) the failure to (A) vest and maintain vested in the Company or to transfer to the Company, legal and equitable title to and ownership of, the Receivables and the other Transferred Property which are, or are intended to be, Contributed by the Transferor hereunder or (B) grant to the Company a valid and perfected first priority “security interest” under Article 9 of the UCC in and to the Receivables which are, or are purported to be, Transferred Property, together with all Collections and Related Security, in each case free and clear of any Lien (other than Permitted Liens referred to in clause (b) of the definition thereof) whether existing at the time of the Transfer of any such Receivable or at any time thereafter; (v) the failure by the Transferor to comply with make any applicable law, rule or regulation with respect payment required on its part to any Receivable or the related Contract, or the nonconformity of any Receivable or the related Contract with any such applicable law, rule or regulationbe made hereunder; (iii) the failure to vest and maintain vested in the Administrative Agent on behalf of the Class Investors an undivided percentage ownership or security interest, to the extent of the Transferred Interest, in the Receivables included in the Transferred Interest, free and clear of any Adverse Claim; (ivvi) the failure to file, or any delay in filing, financing statements, continuation statements, statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws Applicable Law with respect to any Receivables and other Transferred Property which are, or are intended to be, Transferred by the Transferor hereunder, whether at the time of the Affected Assetsany Transfer or at any subsequent time; (v) any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Receivable included in the Transferred Interest (including, without limitation, a defense based on such Receivable or the related Contract not being 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 merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vivii) any failure of Tech Data, as the Transferor or the Collection Agent or otherwise, to perform its duties or obligations in accordance with the provisions of Article VI; orthis Agreement or the other Documents or to perform its duties under the Contracts; (viiviii) 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 ReceivableReceivable or Contract;” provided, however, that if (ix) any Class Conduit enters into agreements for set-off by any Collection Account Bank or any Concentration Account Bank against Collections; (x) the purchase of interests in receivables from one or more Other Transferors, such Class Conduit shall allocate such Indemnified Amounts failure to pay when due any taxes which are the Transferor’s responsibility, including sales, excise or personal property taxes payable in connection with a Liquidity Provider Agreementthe Transferred Property or the sale or contribution thereof; (xi) the commingling of Collections of Transferred Property at any time with other funds; (xii) any investigation, a Credit Support litigation or proceeding related to this Agreement or the credit support furnished use of proceeds of Transfers or the ownership by a Credit Support Provider the Company of Transferred Property; (xiii) any attempt by any Person to void or otherwise avoid any transfer of any Transferred Property from the Transferor to the Company under any statutory provision or common law or equitable action, including any provision of the Bankruptcy Law; or (xiv) the inclusion in any Transferred Receivable any portion of the Expected Net Value of which represents sales taxes. (b) Any amounts subject to the indemnification provisions of this Section 8.01 shall be paid by the Transferor and each Other Transferorto the Company within 10 Business Days following the Company’s demand therefor. Notwithstanding any other provision of this Agreement to the contrary, the Transferor shall not indemnify any Indemnified Party for or with respect to any Indemnified Amounts (i) that would constitute recourse for uncollectible Receivables due to the bankruptcy or insolvency of the related Obligor or (iii) that arise solely from such Indemnified Party’s gross negligence, bad faith or willful misconduct as determined in a final non-appealable judgment of a court of competent jurisdiction.

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: (i) reliance on any representation or warranty made by the Transferor (Transferor, any Eligible Originator or the Servicer or any officers officer of the Transferor) , any Eligible Originator or the Servicer under or in connection with this Agreement, any Investor Report Receivables Purchase Agreement, any of the other Transaction Documents or any other information or report delivered by the Transferor or the Servicer pursuant heretohereto or thereto, which shall have been false or incorrect in any material respect when made or deemed made; (ii) the failure by the Transferor Transferor, any Eligible Originator or the Servicer to comply with any applicable law, rule or regulation with respect to any Receivable or the related ContractAccount, or the nonconformity of any Receivable or the related Contract Account with any such applicable law, rule or regulation; (iii) the failure to vest and maintain vested in the Administrative Agent Trustee, on behalf of the Class Investors Trust, an undivided first priority, perfected percentage ownership or security interest, to the extent of the Transferred Interest, interest in the Receivables included in the Transferred Interest, Trust Property free and clear of any Adverse ClaimLien (except as expressly permitted by the Transaction Documents); (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 AssetsTrust Property; (v) any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Receivable included in the Transferred Interest (including, without limitation, a defense based on such Receivable or the related Contract Account not being the 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 merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vi) any failure of Tech Data, as Collection Agent or otherwise, the Servicer to perform its duties or obligations in accordance with the provisions of Article VIthe Master 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 as defined in the Master Pooling and Servicing Agreement; (ix) the failure by the Transferor, any Eligible Originator or the 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 Accounts; (x) the failure of any Eligible Originator 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 the Senior Class Investor Amount which such Indemnified Party believes in good faith is required to be made; (xii) the commingling by the Transferor, any Eligible Originator or the Servicer of Collections of Receivables at any time with other funds; (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 Senior Class Certificates by the Transferor, the ownership of the Senior Class 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 doing business as a result of the failure of the Transferor or any Eligible Originator to qualify to do business or file any notice of business activity report or any similar report; (xv) any failure of the Transferor to give reasonably equivalent value to an Eligible Originator in consideration of the purchase by the Transferor from such Eligible Originator of any Receivable, or any attempt by any Person to void, rescind or set-aside any such transfer under statutory provisions or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; or (xvi) any action taken by the Transferor, any Eligible Originator or the Servicer in the enforcement or collection of any Receivable; provided, however, that if any the Senior Class Conduit enters Conduits enter into -------- ------- agreements for the purchase of certificates representing interests in amounts due under receivables or of interests in receivables from one or more Other Transferors, such the Senior Class Conduit Conduits shall allocate such Indemnified Amounts which are in connection with a Liquidity Provider Agreement, a Credit 45 Program Support Agreement or the credit program support furnished by a Credit Program Support Provider to among 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.

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: (i) reliance on any representation or warranty or statement made by the Transferor (or any officers of the Transferorits officers) under or in connection with this Agreement, any Investor Report or any Agreement and the other information or report delivered by the Transferor pursuant hereto, Transaction Documents 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, rule or regulation (including, without limitation, usury or consumer law) with respect to any Receivable Receivable, the related Contract or the related Contract, Related Security; or the nonconformity failure of any Receivable or the related Contract with to conform to any such applicable law, rule or regulation; (iii) the failure to vest and maintain vested in of the Administrative Agent on behalf (for the benefit of the Class Investors an undivided percentage ownership or Transferees) to acquire a valid and perfected security interest, to the extent of the Transferred Interest, interest in the Receivables included and the Related Security and Collections in respect thereof under Article 9 of the Transferred InterestUCC of any applicable jurisdiction, free and clear of any Adverse Claim; (iv) the failure to filehave filed, or any delay in filing, financing statements, continuation statements, statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivables or the Related Security and Collections in respect thereof, whether at the time of the Affected Assetstransfer of an interest therein or at any subsequent time; (v) any dispute, claim, offset or defense (other than discharge in bankruptcybankruptcy of the Obligor) of the Obligor to the payment of any Receivable included in the Transferred Interest (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the lease or sale of merchandise the related Equipment or services related to such Receivable or the furnishing or failure to furnish such merchandise Equipment or servicesother services or alleging violation by the Transferor of any laws in connection with such lease or sale activities; (vi) any failure of Tech Data, as Collection Agent or otherwise, the Transferor to perform its duties or obligations in accordance with the provisions of Article VI; orhereof or to perform its duties or obligations under the Related Contracts; (vii) any products or personal 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 any Equipment or other merchandise, services or activities which are the subject of any ReceivableRelated Contract;” provided (viii) the commingling by the Transferor or any of its Affiliates (including without limitation the Originator in its capacity as Collection Agent) of Collections of Receivables at any time with other funds; (ix) any investigation, however, that if any Class Conduit enters into agreements for the purchase of interests in receivables from one litigation or more Other Transferors, such Class Conduit shall allocate such Indemnified Amounts which are in connection with a Liquidity Provider Agreement, a Credit Support proceeding related to this Agreement or the credit support furnished use of proceeds of any Transfer or the acceptance of the transfer of Receivables or in respect of any Receivable, Related Security or Related Contract; or (x) any fine, penalty, tax or other charge asserted against any Indemnified Party by a Credit Support Provider to any governmental authority or agency or any other Person resulting from any Obligor's use, possession or ownership of any Equipment. (xi) any failure of the Transferor and each Other Transferoror any Hedge Transactions to comply with the requirements of Section 1.12.

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: (ia) reliance on any representation or warranty made in writing by the Transferor (Transferor, the Collection Agent or the Sellers or any officers of the Transferor) , the Collection Agent or the Sellers under or in connection with this Agreement, any Investor of the other Transaction Documents, any Deposit Report, any Settlement Report or any other information or report delivered by the Transferor any of them pursuant heretohereto or thereto, which shall have been false or incorrect in any material respect when made or deemed made; (iib) the failure by the Transferor Transferor, the Collection Agent or the Sellers to comply with any applicable law, rule or regulation with respect to any Receivable or the related Contract, or the nonconformity of any Receivable or the related Contract with any such applicable law, rule or regulation; (iiic) the failure to either (x) vest and maintain vested in the Administrative Agent on behalf Agent, for the benefit of the Class Investors CP Conduit Purchasers and the Committed Purchasers, an undivided first priority, perfected percentage ownership or security interest, to the extent of the Transferred Interest, in the Receivables included in the Transferred Interestand Related Security, Collections and Proceeds with respect thereto, free and clear of any Adverse ClaimClaim or (y) to create or maintain a valid and perfected first priority security interest in favor of the Administrative Agent, for the benefit of the CP Conduit Purchasers and the Committed Purchasers, in the Transferor's interest in the Receivables and Related Security, Collections and Proceeds with respect thereto, free and clear of any Adverse Claim (other than any Adverse Claim created by or through the CP Conduit Purchasers or the Committed Purchasers); (ivd) the failure to file, or any delay in filing, financing statements, continuation statements, or other similar instruments or documents under the Relevant UCC of any applicable jurisdiction or other RECEIVABLES TRANSFER AGREEMENT applicable laws with respect to any of the Affected AssetsReceivables or Related Security, Collections and Proceeds with respect thereto; (ve) any dispute, claim, offset or defense (other than discharge in bankruptcybankruptcy of the Obligor) of the Obligor to the payment of any Receivable included in the Transferred Interest (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or servicesservices (if such collection activities were performed by the Transferor or any of its Affiliates acting as the Collection Agent); (vi) any failure of Tech Data, as Collection Agent or otherwise, to perform its duties or obligations in accordance with the provisions of Article VI; or (viif) 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;” provided (g) the transfer of an ownership interest in any Receivable other than an Eligible Receivable pursuant to the Transaction Documents; (h) the failure by any of the Transferor, howeverTriMas Corp. as the Collection Agent or the Sellers to comply with any term, that if provision or covenant contained in this Agreement or any Class Conduit enters into agreements for of the purchase other Transaction Documents to which it is a party or to perform any duty or obligation in accordance with the provisions hereof or thereof or to perform any of interests in receivables from one its duties or more Other Transferorsobligations under the Contracts; (i) the Percentage Factor exceeding the Maximum Percentage Factor at any time on or prior to the Termination Date; (j) the failure of the Sellers to pay when due any taxes, such Class Conduit shall allocate such Indemnified Amounts which are including without limitation, sales, excise or personal property taxes payable in connection with any of the Receivables with respect to which an Indemnified Party may be held liable as a Liquidity Provider transferee of such Receivables; (k) 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; (l) the commingling by the Transferor, the Sellers or TriMas Corp. as the Collection Agent of Collections of Receivables at any time with other funds; (m) any investigation, litigation or proceeding related to this Agreement, a Credit Support Agreement any of the other Transaction Documents, the use of proceeds of Transfers by the Transferor or the credit support furnished by a Credit Support Provider to Sellers, the Transferor and each Other Transferor.ownership of Transferred Interests, or any Receivable, Related Security or Contract;

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: (ia) reliance on any representation or warranty made in writing by the Transferor (Transferor, Tyson as Collection Agent, or the Sellers or any officers Responsible Officer of the Transferor) , Tyson as Collection Agent, or the Sellers under or in connection with this Agreement, any Investor Report of the other Transaction Documents, any Weekly Report, any Settlement Statement or any other information or report delivered by the Transferor any of them pursuant heretohereto or thereto, which shall have been false or incorrect in any material respect when made or deemed made; (iib) the failure by the Transferor Transferor, Tyson as the Collection Agent, or the Sellers to comply with any applicable law, rule or regulation with respect to any Receivable or the related Contract, or the nonconformity of any Receivable or the related Contract with any such applicable law, rule or regulation; (iiic) the failure to either (x) vest and maintain vested in the Administrative Agent on behalf Agent, for the benefit of the Class Investors CP Conduit Purchasers and the Committed Purchasers, an undivided first priority, perfected percentage ownership or security interest, to the extent of the Transferred Interest, in the Receivables included in the Transferred Interestand Related Security, Collections and Proceeds with respect thereto, free and clear of any Adverse ClaimClaim or (y) to create or maintain a valid and perfected first priority security interest in favor of the Administrative Agent, for the benefit of the CP Conduit Purchasers and the Committed Purchasers, in the Transferor’s interest in the Receivables and Related Security, Collections and Proceeds with respect thereto, free and clear of any Adverse Claim (other than any Adverse Claim created by or through the CP Conduit Purchasers or the Committed Purchasers); (ivd) the failure to file, or any delay in filing, financing statements, continuation statements, or other similar instruments or documents under the Relevant UCC of any applicable jurisdiction or other applicable laws with respect to any of the Affected AssetsReceivables or Related Security, Collections and Proceeds with respect thereto; (ve) any dispute, claim, offset or defense (other than discharge in bankruptcybankruptcy of the Obligor) of the Obligor to the payment of any Receivable included in the Transferred Interest (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services, or failure to diligently pursue the collection of any Receivable (if such collection activities were performed by the Transferor or any of its Affiliates acting as the Collection Agent); (vi) any failure of Tech Data, as Collection Agent or otherwise, to perform its duties or obligations in accordance with the provisions of Article VI; or (viif) 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;” (g) the transfer of an ownership interest in any Receivable other than pursuant to the Transaction Documents; (h) the failure by any of the Transferor, Tyson as the Collection Agent, or the Sellers 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 duty or obligation in accordance with the provisions hereof or thereof or to perform any of its duties or obligations under the Contracts; (i) the Percentage Factor exceeding the Maximum Percentage Factor at any time on or prior to the Termination Date; (j) the failure of the Sellers to pay when due any taxes, including without limitation, sales, excise or personal property taxes payable in connection with any of the Receivables with respect to which an Indemnified Party may be held liable as a transferee of such Receivables; (k) 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; (l) the commingling by the Transferor, the Sellers or Tyson as Collection Agent, of Collections of Receivables at any time with other funds; (m) any investigation, litigation or proceeding related to this Agreement, any of the other Transaction Documents, the use of proceeds of Transfers by the Transferor or the Sellers, the ownership of Transferred Interests, or any Receivable, Related Security or Contract; (n) the failure of any Lockbox Bank to remit any amounts held in the Lockbox Accounts pursuant to the instructions of the Collection Agent, the Transferor, the Sellers or the Administrative Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Lockbox Agreement) whether by reason of the exercise of set-off rights or otherwise; (o) 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 Sellers to qualify to do business or file any notice of business activity report or any similar report; (p) any failure of the Transferor to give reasonably equivalent value to the Sellers in consideration of the purchase by the Transferor from the Sellers of any Receivable, or any attempt by any Person to void, rescind or set aside any such transfer under statutory provisions or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; or (q) any action taken by the Transferor, the Sellers or the Collection Agent in the enforcement or collection of any Receivable; provided, however, that the Transferor shall not be liable for Indemnified Amounts attributable to the fraud, negligence, breach of fiduciary duty or willful misconduct of the Collection Agent in the enforcement or collection of any Receivable if the Collection Agent is not Tyson or an Affiliate of Tyson; provided, further, that if any Class CP Conduit Purchaser enters into agreements for the purchase of interests in receivables Receivables from one or more Other Transferors, such Class CP Conduit Purchaser shall equitably allocate such Indemnified Amounts which are in connection with a Liquidity Provider Agreement, a Credit Support Agreement or the credit support furnished by a Credit Support Provider to the Transferor and each Other Transferor; and provided, further, that if such Indemnified Amounts are attributable solely to the Transferor, the Transferor shall be solely liable for such Indemnified Amounts, and if such Indemnified Amounts are attributable solely to Other Transferors, such Other Transferors shall be solely liable for such Indemnified Amounts.

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: (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 Investor 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, rule or regulation with respect to any Receivable or the related Contract, or the nonconformity of any Receivable or the related Contract with any such applicable law, rule or regulation; (iii) the failure to vest and maintain vested in the Administrative Agent on behalf of the Class Investors an undivided percentage ownership or security interest, to the extent of the Transferred Interest, in the Receivables included in the Transferred Interest, 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 included in the Transferred Interest (including, without limitation, a defense based on such Receivable or the related Contract not being 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 merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vi) any failure of Tech Data, as Collection Agent or otherwise, to perform its duties or obligations in accordance with the provisions of Article VI; 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;” provided, however, that if any Class Conduit enters into agreements for the purchase of interests in receivables from one or more Other Transferors, such Class Conduit shall allocate such Indemnified Amounts which are in connection with a Liquidity Provider Agreement, a Credit Support Agreement or the credit support furnished by a Credit Support Provider to the Transferor and each Other Transferor.

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: (ia) reliance on any representation or warranty made by the Transferor (or any officers of the Transferor) Transferor under or in connection with this Agreement, any Investor of the other Transaction Documents, any Settlement Report, any Weekly Report, any Daily Report or any other written information or report delivered by the Transferor pursuant heretohereto or thereto, which shall have been false or incorrect in any material respect when made or deemed made; (iib) the failure by the Transferor to comply in any material respect with any applicable lawLaw, rule or regulation with respect to any Receivable or the related Contract, or the nonconformity in any material respect of any Receivable or the related Contract with any such applicable law, rule or regulationLaw; (iii) the failure to vest and maintain vested in the Administrative Agent on behalf of the Class Investors an undivided percentage ownership or security interest, to the extent of the Transferred Interest, in the Receivables included in the Transferred Interest, 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; (vc) any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor a Restaurant to the payment of any Receivable included in the Transferred Interest (including, without limitation, a defense based on such Receivable or the related Contract not being the legal, valid and binding obligation of such Obligor Restaurant enforceable against it in accordance with its terms), or any other claim resulting from the sale of merchandise or provision of services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vi) any failure of Tech Data, as Collection Agent or otherwise, to perform its duties or obligations in accordance with the provisions of Article VI; or (viid) 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 is the subject of any Receivable;” (e) the failure by the Transferor to comply in any material respect 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 Contracts; (f) 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; (g) any repayment by any Indemnified Party of any amount previously distributed in reduction of Aggregate Net Investment which such Indemnified Party believes in good faith is required to be made; (h) the commingling by the Transferor of Collections of Receivables at any time with other funds to the extent not otherwise permitted pursuant to this Agreement and the other Transaction Documents; (i) any investigation, litigation, preparation for litigation, proceeding, audit, dispute or disagreement related to this Agreement, any of the other Transaction Documents, the use of proceeds of Transfers by the Transferor, the ownership of Transferred Interests, or any Receivable, Related Security or Contract; (j) the failure of any Lock-Box Bank to remit any amounts held in the Lock-Box Accounts pursuant to the instructions of the Servicer, the Transferor, TMN or the Administrative Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Lock-Box Agreement) whether by reason of the exercise of set-off rights or otherwise; (k) any failure of the Transferor to give reasonably equivalent value to any Seller in consideration of the purchase by the Transferor from any Seller of any Receivable, or any attempt by any Person to void, rescind or set-aside any such transfer under statutory provisions or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; (l) any action taken by the Transferor in the enforcement or collection of any Receivable; provided, that the Transferor shall not be liable for Indemnified Amounts attributable to the fraud, gross negligence or willful misconduct of any Servicer in the enforcement or collection of any Receivable if such Servicer is not the Transferor, TMN or any Affiliate of the Transferor or TMN; or (m) any failure by the Transferor to complete an Incremental Transfer following the receipt by the Administrative Agent and/or any Funding Agent of notice of a proposed Transfer from the Transferor pursuant to Section 2.2 due to no fault of the Administrative Agent, the Initial Purchasers, the Funding Agents or the APA Bank Purchasers; provided, however, that if any Class Conduit enters the Initial Purchasers enter into agreements for the purchase of interests in receivables from one or more Other Transferors, such Class Conduit the Initial Purchasers shall ratably allocate such Indemnified Amounts which are in connection with a Liquidity Provider Agreement, a Credit Support Agreement or related to the credit support furnished by a Credit Support Provider Initial Purchasers' program documents to the Transferor and each Other Transferor; and provided, further, that if such Indemnified Amounts are attributable to the Transferor 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, such Other Transferors shall be solely liable for such Indemnified Amounts.

Indemnities by the Transferor. Without limiting any other rights which the Administrative Agent Transferee or any of the Class Investors Secured Party may have hereunder or under applicable law, the Transferor hereby agrees to indemnify each Class Agentthe Transferee and, from and after the time of any pledge or assignment hereof by the Transferee to the Agent for the benefit of the Secured Parties under the Loan Agreement, each Class InvestorSecured Party (each, 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, an “Indemnified PartiesParty”) 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 an Indemnified Party arising out of or as a result of this Agreement or the ownershipfollowing, 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 from gross negligence or negligence, bad faith, willful misconduct (including breach of covenant or representation) or the reckless disregard of its own duties on the part of such Indemnified Party the Transferee or any Secured Party, as the case may be, or (iib) 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 fromMedallion Loans: (i) reliance on any representation or warranty made or deemed made by the Transferor Transferor, any of its Non-Borrower Affiliates or any other Originator or Approved Seller (or any officers of the Transferortheir respective officers) under or in connection with this Agreement, Agreement or any Investor Report other Loan Document or any other information or report delivered by the Transferor, any of its Non-Borrower Affiliates or any other Originator or Approved Seller pursuant this Agreement or any other Loan Document (including, without limitation, any representation with respect to a Loan’s classification by the Transferor pursuant heretoas an Eligible Medallion Loan), which shall have been false or incorrect in any material respect when made or deemed mademade or delivered; (ii) the failure by the Transferor Transferor, any of its Non-Borrower Affiliates or any other Originator or Approved Seller to comply with any term, provision or covenant contained in this Agreement or with any applicable law, rule or regulation (including tax laws, rules or regulations) with respect to any Receivable Medallion Loan or the related ContractMedallion Loan Documents with which compliance is required of the Transferor, any of its Non-Borrower Affiliates or any other Originator or Approved Seller or the nonconformity of any Receivable Medallion Loan or the related Contract Medallion Loan Documents with any such applicable law, rule or regulation; (iii) the failure to vest and maintain vested in the Administrative Agent on behalf of Transferee or to transfer to the Class Investors an undivided percentage Transferee, legal and equitable title to and ownership of, or security interestinterest in, to the extent of the Transferred Interest, in the Receivables included in the Transferred Interestany Medallion Loans together with all Related Assets, free and clear of any Adverse ClaimLien (except for Permitted Participation Interests and as permitted hereunder) whether existing at the time of any Transfer or at any time thereafter; (iv) the failure to file, or any delay in filing, financing statements, continuation statements, statements or other similar instruments or documents under the UCC of any all applicable jurisdiction jurisdictions or other applicable laws or the failure to make other filings with respect to any Medallion Loans, whether at the time of any Transfer or at any subsequent time, but in all events as may be required of the Affected AssetsTransferor hereunder; (v) the failure of the Transferor, any of its Non-Borrower Affiliates or any other Originator or Approved Seller or any of their respective agents and representatives to remit to the Servicer or the Collection Account Collections of Medallion Loans remitted to the Transferor, any of its Non-Borrower Affiliates or any other Originator or Approved Seller or such agent or representative; (vi) the failure by the Transferor, any of its Non-Borrower Affiliates or any other Originator or Approved Seller to be duly qualified to do business, to be in good standing or to have filed appropriate fictitious or assumed name registration documents in any jurisdiction, where such qualification may be required by applicable law; (vii) the commingling by the Transferor, any of its Non-Borrower Affiliates or any other Originator or Approved Seller of Collections of Medallion Loans at any time with other funds; (viii) any failure of the Transferor, any of its Non-Borrower Affiliates or any other Originator or Approved Seller to perform its duties or obligations in accordance with the provisions of this Agreement, any Non-Borrower Affiliated Loan Sale Agreement, any other Loan Document, any Medallion Loan Documents, or any other contract or agreement related to a Medallion Loan or Related Assets with respect thereto; (ix) any damage suit or other claim arising out of or in connection with any transaction which is the subject of any Medallion Loan Document, any Medallion Loan or any Related Asset with respect thereto, in each case to the extent such suit or claim relates to or arose out of (A) events or circumstances that occurred or existing prior to the applicable Transfer Date or (B) any actual or alleged act or omission on the part of the Transferor, any of its Non-Borrower Affiliates or any other Originator or Approved Seller; (x) any dispute, claim, offset or defense (other than discharge in bankruptcybankruptcy of the Obligor) of the any Obligor to the payment of any Receivable included in the Transferred Interest Medallion Loan (including, without limitation, a defense based on such Receivable Medallion Loan or the related Contract Medallion Loan Documents 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 relating to a Medallion Loan, in each case to the sale extent such suit or claim relates to or arose out of merchandise (A) events or services related circumstances that occurred or existing prior to such Receivable the applicable Transfer Date or (B) any actual or alleged act or omission on the furnishing part of the Transferor, any of its Non-Borrower Affiliates or failure to furnish such merchandise any other Originator or servicesApproved Seller; (vixi) any failure and all taxes (except for taxes on the net income of Tech Dataan Indemnified Party or franchise taxes), that may at any time be asserted with respect to the transactions contemplated herein, the conveyance or ownership of the Medallion Loans or the Related Assets hereunder, including, without limitation, any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, or license taxes and costs and expenses in defending against the same; (xii) any investigation, litigation or proceeding related to or arising from this Agreement or any other Loan Document, the transactions contemplated hereby or thereby, the use of the proceeds of Purchases, the holding of the Medallion Loans purchased hereunder or any other investigation, litigation or proceeding relating to the Transferor, any of its Non-Borrower Affiliates, any other Originator or Approved Seller, the Medallion Loans or Related Assets in which any Indemnified Party becomes involved as Collection Agent a result of any of the transactions contemplated hereby or otherwisethereby, in each case to perform the extent such suit or claim relates to or arose out of (A) events or circumstances that occurred or existing prior to the applicable Transfer Date or (B) any actual or alleged act or omission on the part of the Transferor, any of its duties Non-Borrower Affiliates or obligations any other Originator or Approved Seller; (xiii) any inability to litigate any claim against any Obligor or any Originator as a result of such Person being immune from civil and commercial law and suit, in accordance with each case to the provisions extent such suit or claim relates to or arose out of Article VI(A) events or circumstances that occurred or existing prior to the applicable Transfer Date or (B) any actual or alleged act or omission on the part of the Transferor, any of its Non-Borrower Affiliates or any other Originator or Approved Seller; or (viixiv) any products liability Insolvency Proceeding relating to the Transferor or any of its Non-Borrower Affiliates, in each case to the extent such suit or claim relates to or arose out of (A) events or circumstances that occurred or existing prior to the applicable Transfer Date or (B) any actual or alleged act or omission on the part of the Transferor, any of its Non-Borrower Affiliates or any other Originator or Approved Seller. Notwithstanding anything to the contrary in this Agreement, solely for purposes of the indemnification obligations set forth in this Section 8.01, any representations, warranties and covenants made by the Transferor, any of its Non-Borrower Affiliates or any other Originator or Approved Seller in this Agreement or the other Loan Documents, and any criteria which are set forth in the definition of “Eligible Medallion Loan”, which are qualified by or limited to events or circumstances which have, or are reasonably likely to have, given rise to a Transaction Material Adverse Effect or by any other materiality or knowledge qualification or limitation, shall not be deemed to be so qualified or limited. If any suit, action, claim or personal injury or property damage suit or other similar or related proceeding which might result in indemnification under this Section 8.01 is brought against an Indemnified Party, the Indemnified Party shall, if a claim or action in respect thereof is to be made against the Transferor hereunder, notify the Transferor in writing of whatever sort arising out of or in connection with merchandise or services which are the subject of any Receivable;” commencement thereof; provided, however, that the failure to notify the Transferor shall not relieve it from any liability which it may have under this Section 8.01 except to the extent it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and, provided, further, that the failure to notify the Transferor shall not relieve it from any liability which it may have to an Indemnified Party otherwise than under this Section 8.01. Unless an Event of Default has occurred and is continuing, the Transferor may participate in and assume the defense of any such suit, action, claim, proceeding or investigation at its expense; no settlement thereof shall be made without the approval of the Transferor and the Indemnified Party (such consent not to be unreasonably withheld). Any counsel used by the Transferor in the defense of any such suit, claim, proceeding or investigation shall be reasonably satisfactory to the Indemnified Party. The Transferor must keep the Indemnified Party apprised of the progress of any such suit, action, claim or proceeding. Any judgment, settlement or other amounts payable as a result of such suit, action, claim, or proceeding shall be subject to indemnification by the Transferor pursuant to this Section 8.01. Notwithstanding the Transferor’s election to assume the defense of any such suit, action, claim or proceeding, each Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action, and the Transferor shall bear the reasonable fees, costs and expenses of such separate counsel if any Class Conduit enters into agreements for (i) the purchase use of interests in receivables from one or more Other Transferors, such Class Conduit shall allocate counsel chosen by the Transferor to represent such Indemnified Amounts Party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include the Transferor and such Indemnified Party and such Indemnified Party shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Transferor; (iii) the Transferor shall not have employed counsel reasonably satisfactory to such Indemnified Party to represent it within a reasonable time after notice of the institution of such action; or (iv) the Transferor shall authorize such Indemnified Party to employ separate counsel at the Transferor’s expense. The Transferor will not be liable under this Agreement for any amount paid by an Indemnified Party to settle any claims or actions if the settlement is entered into without the Transferor’s consent, which are consent may not be unreasonably withheld or delayed, but if settled with its written consent or if there be a final judgment of the plaintiff in any such action, the Transferor agrees to indemnify and hold harmless any Indemnified Party from and against any loss or liability by reason of such settlement or judgment. Any amounts subject to the indemnification provisions of this Section 8.01 shall be paid by the Transferor to the Indemnified Party within two Business Days following the Indemnified Party’s demand. In addition, the Transferor shall pay to the Indemnified Parties on demand, any and all costs and expenses of the Indemnified Parties, if any, including reasonable counsel fees and expenses in connection with a Liquidity Provider Agreement, a Credit Support the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the credit support furnished by administration of this Agreement following a Credit Support Provider to Termination Event. The agreement contained in this Section 8.01 shall survive the Transferor collection of all Medallion Loans, the termination of this Agreement and each Other Transferorthe payment of all amounts otherwise payable hereunder.

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 fore- going being collectively referred to as “"Indemnified Amounts”") awarded against or 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 arising out of or as a result of this Agreement Agreement, the other Transac- tion Documents, the ownership or the ownershipmaintenance, either directly di- rectly 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 contem- plated hereby or thereby, excluding, however, (i) Indemnified Indemni- fied 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) for amounts due under the Receivables which are uncollectible Receivables or and (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: (i) reliance on any representation or warranty made by the Transferor (or any officers of the Transferor) specifically excluded from coverage under or in connection with this Agreement, any Investor 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, rule or regulation with respect to any Receivable or the related Contract, or the nonconformity of any Receivable or the related Contract with any such applicable law, rule or regulation; (iii) the failure to vest and maintain vested in the Administrative Agent on behalf of the Class Investors an undivided percentage ownership or security interest, to the extent of the Transferred Interest, in the Receivables included in the Transferred Interest, 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 included in the Transferred Interest (including, without limitation, a defense based on such Receivable or the related Contract not being 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 merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vi) any failure of Tech Data, as Collection Agent or otherwise, to perform its duties or obligations in accordance with the provisions of Article VI; 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;” provided, however, that if any Class Conduit enters into agreements for the purchase of interests in receivables from one or more Other Transferors, such Class Conduit shall allocate such Indemnified Amounts which are in connection with a Liquidity Provider Agreement, a Credit Support Agreement or the credit support furnished by a Credit Support Provider to the Transferor and each Other TransferorSection 4.

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: (i) reliance on any representation or warranty made by any Parent Group Member (including any Parent Group Member, in its capacity as the Transferor (Collection Agent) or any officers of any Parent Group Member (including any Parent Group Member, in its capacity as the TransferorCollection Agent) under or in connection with this Agreement, the Receivable Purchase Agreement, the Parent Agreement, the Transferring Affiliate Letter, any of the other Transaction Documents, any Investor Report or any other information or report delivered by the Transferor any Parent Group Member pursuant heretoto or in connection with any Transaction Document, which shall have been false or incorrect in any material respect when made or deemed made; (ii) the failure by any Parent Group Member (including any Parent Group Member, in its capacity as the Transferor Collection Agent) to comply with any applicable law, rule or regulation (including, without limitation, any CHAMPUS/VA Regulation, any Medicaid Regulation or any Medicare Regulation), including with respect to any Receivable or the related Contract, or the nonconformity of any Receivable or the related Contract with any such applicable law, rule or regulation; (iii) the failure (x) to vest and maintain vested in the Administrative Agent Agent, on behalf of the Class Investors Investors, an undivided first priority, perfected percentage ownership or security interest, interest (to the extent of the Transferred Interest) in the Affected Assets free and clear of any Adverse Claim or (y) to create or maintain a valid and perfected first priority security interest in favor of the Agent, for the benefit of the Investors, in the Receivables included in the Transferred InterestAffected Assets as contemplated pursuant to Section 10.11, 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 included in the Transferred Interest (including, without limitation, a defense based on such Receivable or the related Contract not being the 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 merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vi) any failure of Tech Data, as the Collection Agent or otherwise, to perform its duties or obligations in accordance with the provisions of Article VIhereof; 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 any Parent Group Member (individually or as Collection Agent) 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 Contracts; (x) the Percentage Factor exceeding the Maximum Percentage Factor at any time; (xi) the failure of any Originating Entity to pay when due any taxes, including without limitation, sales, excise or personal property taxes payable in connection with any of the Receivables; (xii) any repayment by any Indemnified Party of any amount previously distributed in reduction on Net Investment which such Indemnified Party believes in good faith is required to be made; (xiii) the commingling by the Transferor, any Originating Entity or the Collection Agent of Collections of Receivables at any time with other funds; (xiv) any investigation, litigation or proceeding instituted by or against a Person other than such Indemnified Party related to this Agreement, any of the other Transaction Documents, the use of proceeds of Transfers by the Transferor or any Originating Entity, the ownership of Transferred Interests, or any Receivable, Related Security or Contract; (xv) the failure of any Special Account Bank, Designated Account Agent, Intermediate Concentration Account Bank or the Concentration Account Bank to remit any amounts held by it pursuant to the instructions set forth in the applicable Special Account Letter, Intermediate Concentration Account Agreement or Concentration Account Agreement or any instruction of the Collection Agent, the Transferor, any Originating Entity or the Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Special Account Letter, Intermediate Concentration Account Agreement or Concentration Account Agreement) whether by reason of the exercise of set-off rights or otherwise; (xvi) 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 Seller to qualify to do business or file any notice of business activity report or any similar report; (xvii) any failure of the Transferor to give reasonably equivalent value to the Seller in consideration of the purchase by the Transferor from the Seller of any Receivable, any failure of the Seller to give reasonably equivalent value to any Transferring Affiliate in consideration of the purchase by the Seller from such Transferring Affiliate of any Receivable, or any attempt by any Person to void, rescind or set-aside any such transfer under statutory provisions or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; (xviii) any action taken by the Transferor, any Originating Entity or the Collection Agent (if a Parent Group Member or designee thereof) in the enforcement or collection of any Receivable; provided, however, that if any Class Conduit Investor enters into agreements for the purchase of interests in receivables from one or more Other Transferors, such Class Conduit Investor shall allocate such Indemnified Amounts which are in connection with a Liquidity Provider Agreement, a Credit Support Agreement or the credit support furnished by a the Credit Support Provider to the Transferor and each Other Transferor; and provided, further, that if such Indemnified Amounts are attributable to any Parent Group Member 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 any Parent Group Member, such Other Transferors shall be solely liable for such Indemnified Amounts; (xix) any reduction or extinguishment of, or any failure by any Obligor to pay (in whole or in part), any Receivable or any Related Security with respect thereto as a result of or on account of any violation of or prohibition under any law, rule or regulation now or hereafter in effect from time to time, including without limitation and CHAMPUS/VA Regulation, any Medicaid Regulation or any Medicare Regulation, or as a result of or on account of the entering of any judicial or regulatory order or agreement adversely affecting the Transferor or any Parent Group Member; (xx) any failure by the Transferor or any Parent Group Member to maintain all governmental and other authorization and approvals necessary to render the services, or sell the merchandise, resulting in Receivables; or (xxi) without duplication of amounts already payable pursuant to Section 2.9, any cancellation or voiding of a Receivable or other Contractual Adjustment.

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: (i) reliance on any representation or warranty made by the Transferor (or any officers of the Transferor) Transferor under or in connection with this Agreement, the Receivable Purchase Agreement, any Investor of the other Transaction Documents, any Monthly Servicer Report or any other information or report delivered by the Transferor or the Servicer 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, rule or regulation with respect to any Receivable or the related ContractAccount, or the nonconformity of any Receivable or the related Contract Account with any such applicable law, rule or regulation; (iii) the failure to vest and maintain vested in the Administrative Agent Agent, on behalf of the Class Investors Buyer and the other Owners, an undivided percentage ownership or first priority, perfected security interest, interest (to the extent of the Transferred Interest, ) in the Receivables included in the Transferred Interest, Affected Assets free and clear of any Adverse ClaimClaim (except as may be expressly permitted under the Transaction Documents); (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;Affected (v) any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Receivable included in the Transferred Interest (including, without limitation, a defense based on such Receivable or the related Contract Account not being the legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting the enforcement of creditors' rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity)), or any other claim resulting from the sale of merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vi) any failure of Tech Data, as Collection Agent or otherwise, to perform its duties or obligations in accordance with the provisions of Article VI; 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;” provided (vii) the failure by the Transferor to comply with any term, howeverprovision 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 Accounts; (viii) any repayment by any Indemnified Party of any amount previously distributed in reduction of the Net Investment which such Indemnified Party believes in good faith is required to be made; (ix) the commingling by the Transferor or the Servicer of Collections of Receivables at any time with other funds; (x) any investigation, litigation or proceeding related to this Agreement, any of the other Transaction Documents, the use of proceeds of Transfers by the Transferor, the interests in the Transferred Interests, or any Receivable or Related Security; (xi) 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 to qualify to do business or file any notice of business activity report or any similar report; (xii) any failure of the Transferor to give reasonably equivalent value to CAC in consideration of the purchase by the Transferor from CAC of any Receivable, or any attempt by any Person to void, rescind or set-aside any such transfer under statutory provisions or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; or (xiii) any action taken by the Transferor in the enforcement or collection of any Receivable. PROVIDED, HOWEVER, that if any Class Conduit the Buyer enters into agreements for the purchase of interests in receivables from one or more Other Transferors, such Class Conduit Buyer shall allocate such Indemnified Amounts which are in connection with a the Liquidity Provider Agreement, a the Credit Support Agreement or the credit support furnished by a 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.

Indemnities by the Transferor. (a) Without limiting any other rights which the Administrative Agent or any of the Class Investors Company may have hereunder or under applicable lawApplicable Law, each of the Collection Agent and the Transferor hereby agrees to indemnify the Company and its transfers and assigns, and 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 of their respective directors, officers, directors employees, agents and employees attorneys (collectively, all of the foregoing being individually referred to as an “Indemnified Party” and being collectively referred to as “Indemnified Parties”) 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 actually incurred by any of them arising out of or as a result of resulting from this Agreement, the Sale Agreement, the Loan Agreement or any other Document or the ownership, either directly use of proceeds of any Transfer or indirectly, by the Administrative Agent or in respect of 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 lossesProperty. 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: (i) Any Receivable represented or deemed represented by the Transferor to be an Eligible Receivable which was not an Eligible Receivable as of the Transfer Date thereof; (ii) reliance on any representation or warranty made or deemed made by the Transferor (Transferor, the Collection Agent or any of their respective officers of the Transferor) under or in connection with this Agreement, any Investor Report the Sale Agreement, the Loan Agreement or any other information or report delivered by the Transferor pursuant heretoDocument, which shall have been false false, incorrect or incorrect misleading in any material respect when made or deemed mademade or delivered; (iiiii) the failure by the Transferor or the Collection Agent to comply with any term, provision or covenant contained in this Agreement, the Sale Agreement, the Loan Agreement or any other Documents, or any Contract, or with any Applicable Law with respect to any Receivable, the related Contract or the Related Security, or the nonconformity of any Receivable, the related Contract or the Related Security with any such Applicable Law; (iv) the failure to (A) vest and maintain vested in the Company or to transfer to the Company, legal and equitable title to and ownership of, the Receivables and the other Transferred Property which are, or are intended to be, Contributed by the Transferor hereunder or (B) grant to the Company a valid and perfected first priority “security interest” under Article 9 of the UCC in and to the Receivables which are, or are purported to be, Transferred Property, together with all Collections and Related Security, in each case free and clear of any Lien (other than Permitted Liens referred to in clause (b) of the definition thereof) whether existing at the time of the Transfer of any such Receivable or at any time thereafter; (v) the failure by the Transferor to comply with make any applicable law, rule or regulation with respect payment required on its part to any Receivable or the related Contract, or the nonconformity of any Receivable or the related Contract with any such applicable law, rule or regulationbe made hereunder; (iii) the failure to vest and maintain vested in the Administrative Agent on behalf of the Class Investors an undivided percentage ownership or security interest, to the extent of the Transferred Interest, in the Receivables included in the Transferred Interest, free and clear of any Adverse Claim; (ivvi) the failure to file, or any delay in filing, financing statements, continuation statements, statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws Applicable Law with respect to any Receivables and other Transferred Property which are, or are intended to be, Transferred by the Transferor hereunder, whether at the time of the Affected Assetsany Transfer or at any subsequent time; (v) any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Receivable included in the Transferred Interest (including, without limitation, a defense based on such Receivable or the related Contract not being 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 merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vivii) any failure of Tech Data, as the Transferor or the Collection Agent or otherwise, to perform its duties or obligations in accordance with the provisions of Article VI; orthis Agreement or the other Documents or to perform its duties under the Contracts; (viiviii) 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 ReceivableReceivable or Contract;” provided, however, that if (ix) any Class Conduit enters into agreements for set-off by any Collection Account Bank or the purchase of interests in receivables from one or more Other Transferors, such Class Conduit shall allocate such Indemnified Amounts Concentration Account Bank against Collections; (x) the failure to pay when due any taxes which are the Transferor’s responsibility, including sales, excise or personal property taxes payable in connection with a Liquidity Provider Agreementthe Transferred Property or the sale or contribution thereof; (xi) the commingling of Collections of Transferred Property at any time with other funds; (xii) any investigation, a Credit Support litigation or proceeding related to this Agreement or the credit support furnished use of proceeds of Transfers or the ownership by a Credit Support Provider the Company of Transferred Property; (xiii) any attempt by any Person to void or otherwise avoid any transfer of any Transferred Property from the Transferor to the Company under any statutory provision or common law or equitable action, including any provision of the Bankruptcy Law; or (xiv) the inclusion in any Transferred Receivable any portion of the Expected Net Value of which represents sales taxes. (b) Any amounts subject to the indemnification provisions of this Section 8.01 shall be paid by the Transferor and each Other Transferorto the Company within 10 Business Days following the Company’s demand therefor. Notwithstanding any other provision of this Agreement to the contrary, the Transferor shall not indemnify any Indemnified Party for or with respect to any Indemnified Amounts (i) that would constitute recourse for uncollectible Receivables due to the bankruptcy or insolvency of the related Obligor or (iii) that arise solely from such Indemnified Party’s gross negligence, bad faith or willful misconduct as determined in a final non-appealable judgment of a court of competent jurisdiction.

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: (ia) reliance on any representation or warranty made in writing by the Transferor (Transferor, the Collection Agent or the Sellers or any officers Responsible Officer of the Transferor) , the Collection Agent or the Sellers under or in connection with this Agreement, any Investor Report of the other Transaction Documents, any Deposit Report, any Settlement Statement or any other information or report delivered by the Transferor any of them pursuant heretohereto or thereto, which shall have been false or incorrect in any material respect when made or deemed made; (iib) the failure by the Transferor Transferor, the Collection Agent or the Sellers to comply with any applicable law, rule or regulation with respect to any Receivable or the related Contract, or the nonconformity of any Receivable or the related Contract with any such applicable law, rule or regulation; (iiic) the failure to either (x) vest and maintain vested in the Administrative Agent on behalf Agent, for the benefit of the Class Investors CP Conduit Purchasers and the Committed Purchasers, an undivided first priority, perfected percentage ownership or security interest, to the extent of the Transferred Interest, in the Receivables included in the Transferred Interestand Related Security, Collections and Proceeds with respect thereto, free and clear of any Adverse ClaimClaim (other than Permitted Encumbrances) or (y) to create or maintain a valid and perfected first priority security interest in favor of the Administrative Agent, for the benefit of the CP Conduit Purchasers and the Committed Purchasers, in the Transferor's interest in the Receivables and Related Security, Collections and Proceeds with respect thereto, free and clear of any Adverse Claim (other than Permitted Encumbrances); (ivd) the failure to file, or any delay in filing, financing statements, continuation statements, or other similar instruments or documents under the Relevant UCC of any applicable jurisdiction or other applicable laws with respect to any of the Affected AssetsReceivables or Related Security, Collections and Proceeds with respect thereto; (ve) any dispute, claim, offset or defense (other than discharge in bankruptcybankruptcy of the Obligor) of the Obligor to the payment of any Receivable included in the Transferred Interest (including, without limitation, a defense based on such Receivable or the related Contract not being 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 merchandise or services related to such Receivable or the furnishing or failure to furnish such RECEIVABLES TRANSFER AGREEMENT merchandise or servicesservices (if such collection activities were performed by the Transferor or any of its Affiliates acting as the Collection Agent); (vi) any failure of Tech Data, as Collection Agent or otherwise, to perform its duties or obligations in accordance with the provisions of Article VI; or (viif) 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;” (g) the transfer of an ownership interest in any Receivable other than an Eligible Receivable; (h) the failure by any of the Transferor, the Collection Agent or the Sellers 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 duty or obligation in accordance with the provisions hereof or thereof or to perform any of its duties or obligations under the Contracts; (i) the Percentage Factor exceeding the Maximum Percentage Factor at any time on or prior to the Termination Date; (j) the failure of the Sellers to pay when due any taxes, including without limitation, sales, excise or personal property taxes payable in connection with any of the Receivables with respect to which an Indemnified Party may be held liable as a transferee of such Receivables; (k) 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; (l) the commingling by the Transferor, the Sellers or the Collection Agent of Collections of Receivables at any time with other funds; (m) any investigation, litigation or proceeding related to this Agreement, any of the other Transaction Documents, the use of proceeds of Transfers by the Transferor or the Sellers, the ownership of Transferred Interests, or any Receivable, Related Security or Contract; (n) the failure of any Lockbox Bank to remit any amounts held in the Lockbox Accounts pursuant to the instructions of the Collection Agent, the Transferor, the Sellers or the Administrative Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Lockbox Agreement) whether by reason of the exercise of set-off rights or otherwise; (o) 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 Sellers to qualify to do business or file any notice of business activity report or any similar report; (p) any failure of the Transferor to give reasonably equivalent value to the Sellers in consideration of the purchase by the Transferor from the Sellers of any Receivable, or any attempt by any Person to void, rescind or set aside any such transfer under statutory provisions or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; or (q) any action taken by the Transferor, the Sellers or the Collection Agent in the enforcement or collection of any Receivable; provided, however, that the Transferor shall not be liable for Indemnified Amounts attributable to the fraud, gross negligence, breach of fiduciary duty or willful misconduct of any Collection Agent in the RECEIVABLES TRANSFER AGREEMENT enforcement or collection of any Receivable if such Collection Agent is not C&A or an Affiliate of C&A; provided, further, that if any Class CP Conduit Purchaser enters into agreements for the purchase of interests in receivables from one or more Other Transferors, such Class CP Conduit Purchaser shall equitably allocate such Indemnified Amounts which are in connection with a Liquidity Provider Agreement, a Credit Support Agreement or the credit support furnished by a Credit Support Provider to the Transferor and each Other Transferor; and provided, further, that if such Indemnified Amounts are attributable solely to the Transferor, the Transferor shall be solely liable for such Indemnified Amounts, and if such Indemnified Amounts are attributable solely to Other Transferors, such Other Transferors shall be solely liable for such Indemnified Amounts.

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: (iA) reliance on any representation or warranty made in writing by the Transferor (Transferor, the Guarantor, the Collection Agent or any Seller or any officers of the Transferor) , the Guarantor, the Collection Agent or any Seller under or in connection with this Agreement, any Investor Report of the other Transaction Documents, any Settlement Statement or any other information or report delivered by the Transferor any of them pursuant heretohereto or thereto, which shall have been false or incorrect in any material respect when made or deemed made; (iiB) the failure by the Transferor Transferor, the Guarantor, the Collection Agent or any Seller to comply with any applicable law, rule or regulation with respect to any Receivable or the related Contract, or the nonconformity of any Receivable or the related Contract with any such applicable law, rule or regulation; (iiiC) the failure to either (x) vest and maintain vested in the Administrative Agent on behalf Agent, for the benefit of the Class Investors Purchasers, an undivided first priority, perfected percentage ownership or security interest, to the extent of the Transferred Interest, in the Receivables included in the Transferred Interestand Related Security, Collections and Proceeds with respect thereto, free and clear of any Adverse ClaimClaim or (y) to create or maintain a valid and perfected first priority security interest in favor of the Administrative Agent, for the benefit of the Purchasers, in the Transferor’s interest in the Receivables and Related Security, Collections and Proceeds with respect thereto, free and clear of any Adverse Claim (other than any Adverse Claim created by or through the Purchasers); (ivD) the failure to file, or any delay in filing, financing statements, continuation statements, or other similar instruments or documents under the Relevant UCC of any applicable jurisdiction or other applicable laws with respect to any of the Affected AssetsReceivables or Related Security, Collections and Proceeds with respect thereto; (vE) any dispute, claim, offset or defense (other than discharge in bankruptcybankruptcy of the Obligor) of the Obligor to the payment of any Receivable included in the Transferred Interest (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vi) any failure of Tech Data, as Collection Agent or otherwise, to perform its duties or obligations in accordance with the provisions of Article VI; or (viiF) 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;” (G) the transfer of an ownership interest in any Receivable other than an Eligible Receivable pursuant to the Transaction Documents; (H) the failure by any of the Transferor, the Guarantor, TriMas Corp. as the Collection Agent or any Seller 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 duty or obligation in accordance with the provisions hereof or thereof or to perform any of its duties or obligations under the Contracts; (I) the Percentage Interest exceeding the Maximum Percentage Interest at any time on or prior to the Termination Date; (J) the failure of any Seller or the Guarantor to pay when due any taxes, including without limitation, sales, excise or personal property taxes payable in connection with any of the Receivables with respect to which an Indemnified Party may be held liable as a transferee of such Receivables; (K) 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; (L) the commingling by the Transferor, the Guarantor, any Seller or TriMas Corp. as the Collection Agent of Collections of Receivables at any time with other funds; (M) any investigation, litigation or proceeding related to this Agreement, any of the other Transaction Documents, the use of proceeds of Transfers by the Transferor or any Seller, the ownership of Transferred Interests, or any Receivable, Related Security or Contract; (N) the failure of any Lock-Box Bank to remit any amounts held in the Lock-Box Accounts pursuant to the instructions of the Collection Agent, the Transferor, the Sellers or the Administrative Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Lock-Box Agreement) whether by reason of the exercise of set-off rights or otherwise; (O) 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 Sellers to qualify to do business or file any notice of business activity report or any similar report; (P) any failure of the Transferor to give reasonably equivalent value to the applicable Seller in consideration of the purchase by the Transferor from such Seller of any Receivable, or any attempt by any Person to void, rescind or set aside any such transfer under statutory provisions or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; or (Q) any action taken by the Transferor, any Seller, the Guarantor or the Collection Agent in the enforcement or collection of any Receivable; provided, however, that if any Class Conduit enters into agreements the Transferor shall not be liable for the purchase of interests in receivables from one or more Other Transferors, such Class Conduit shall allocate such Indemnified Amounts which are in connection with a Liquidity Provider Agreement, a Credit Support Agreement or the credit support furnished by a Credit Support Provider attributable to the Transferor and each Other Transferor.fraud, gross negligence, breach of fiduciary duty or willful misconduct of any Collection Agent in the enforcement or collection of any Receivable if such Collection Agent is not TriMas Corp. or an Affiliate or stockholder of TriMas Corp.