Common use of Indemnities by the Transferor Clause in Contracts

Indemnities by the Transferor. Without limiting any other rights which the Agent, the Senior Class Agents, the Senior Class Conduits or the Bank Investors may have hereunder or under applicable law, the Transferor hereby agrees to indemnify the Senior Class Conduits, the Bank Investors, the Agent, the Senior Class Agent, the Collateral Agents, each Program Support Provider and any successors and 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 a Program Support Provider, the Agent, a Senior Class Agent or a Collateral Agent, as applicable) and disbursements (all of the 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 the Indemnified Parties or between any of the Indemnified Parties and any third party arising out of or as a result of this Agreement, the other Transac- tion Documents, the ownership or maintenance, either di- rectly or indirectly, by the Agent, any Senior Class Agent, any Senior Class Conduit or any Bank Investor of the Senior Class Certificates or any of the other transactions contem- plated hereby or thereby, excluding, however, (i) Indemni- fied Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, (ii) recourse (except as otherwise specifically provided in this Agreement) for amounts due under the Receivables which are uncollectible and (iii) Indemnified Amounts specifically excluded from coverage 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) any representation or war- ranty made by the Transferor, any Eligible Originator or the Servicer or any officer of the Transferor, any Eligible Originator or the Ser- vicer under or in connection with this Agree- ment, any Receivables Purchase Agreement, any of the other Transaction Documents or any other in- formation or report delivered by the Transferor or the Servicer pursuant hereto or thereto, which shall have been false or incorrect in any material respect when made or deemed made; (ii) the failure by the Trans- feror, any Eligible Originator or the Servicer to comply with any applicable law, rule or regulation with respect to any Receivable or the related Account, or the nonconformity of any Receivable or the related Account with any such applicable law, rule or regulation; (iii) the failure to vest and maintain vested in the Trustee, on behalf of the Trust, an undivided first priority, perfected percentage ownership or security interest in the Trust Property free and clear of any Lien (ex- cept as expressly permitted by the Transaction Documents); (iv) the failure to file, or any delay in filing, financing statements, continu- ation statements, or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with re- spect to any of the Trust Property; (v) any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Receivable (including, without limitation, a defense based on such Receivable or the related Account not being the legal, valid and binding obligation of such Obligor enforceable against it in accor- dance with its terms), or any other claim re- sulting 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 the Servicer to perform its duties or obligations in accor- dance with the provisions of the Master Pooling and Servicing Agreement and the Series Supple- ment; 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 owner- ship interest in any Receivable other than an Eligible Receivable as defined in the Master Pooling and Servicing Agreement; (ix) the failure by the Trans- feror, 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 Indem- nified Party of any amount previously distrib- uted 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 Ser- vicer of Collections of Receivables at any time with other funds; (xiii) any investigation, liti- gation 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 fail- ure 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 Trans- feror to give reasonably equivalent value to an Eligible Originator in consideration of the pur- chase 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 Bank- ruptcy Code; or (xvi) any action taken by the Transferor, any Eligible Originator or the Ser- vicer in the enforcement or collection of any Receivable; provided, however, that if the Senior Class Conduits enter into agreements for the purchase of certificates represent- ing interests in amounts due under receivables or of inter- ests in receivables from one or more Other Transferors, the Senior Class Conduits shall allocate such Indemnified Amounts which are in connection with a Program Support Agreement or the program support furnished by a Program Su- pport Provider among the Transferor and each Other Trans- feror; and provided, further, that if such Indemnified Amounts are attributable to the Transferor or the Servicer and not attributable to any Other Transferor, the Trans- feror shall be solely liable for such Indemnified Amounts or if such Indemnified Amounts are attributable to Other Transferors and not attributable to the Transferor or the Servicer, such Other Transferors shall be solely liable for such Indemnified Amounts. SECTION 2

Indemnities by the Transferor. Without limiting any other rights which the Administrative Agent, the Senior Class Agentsany Lender or its assignee or any of their respective Affiliates, the Senior Class Conduits Collateral Custodian, Owner Trustee or the Account Bank Investors may have hereunder or under applicable lawRequirements of Law, the Transferor hereby agrees to indemnify the Senior Class Conduits, the Bank Investors, the Administrative Agent, the Senior Class AgentLenders, the Collateral Agents, Owner Trustee and each Program Support Provider other Secured Party or its assignee and any successors and permitted assigns and any each of their respective Affiliates and officers, directors directors, employees and employees (collectively, the "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 a Program Support Provider, the Agent, a Senior Class Agent or a Collateral Agent, as applicable) and disbursements (all of the fore- going being collectively referred to as "Indemnified Amounts") awarded against or incurred by by, any such Indemnified Party in any action or proceeding between the Transferor or the Servicer other non-monetary damages (including, court costs, expenses and any losses incurred in connection with (i) the enforcement of this indemnification obligation or (ii) a successful defense, in whole or in part, of any claim that the Indemnified Parties or between Person breached its standard of care) of any of the such Indemnified Parties and any third party Party arising out of or as a result of this Agreementany breach by of the representations, warranties, [***] Redacted for confidentiality purposes covenants or agreements of the Transferor under the Transaction Documents, including to the extent the conduct or omissions of the Originator, the other Transac- tion DocumentsTransferor or the Borrower results in the failure of the Borrower to have a perfected and enforceable security interest against each Obligor in the related Financed Vehicle, including any failure to obtain a first priority perfected security interest in the ownership or maintenancerelated Financed Vehicle in connection with the origination of the Receivable, either di- rectly or indirectlyin each case without giving effect to any materiality qualifier, and any breach by the AgentTransferor of Requirements of Law or the gross negligence, any Senior Class Agent, any Senior Class Conduit bad faith or any Bank Investor willful misconduct of the Senior Class Certificates or any of the other transactions contem- plated hereby or therebyTransferor, excluding, however, (i) Indemni- fied Indemnified Amounts to the extent resulting from the gross negligence negligence, bad faith or willful misconduct on the part of such Indemnified Party, Party (ii) recourse (except as otherwise specifically provided in this Agreement) for amounts due under the Receivables which are uncollectible and (iii) Indemnified Amounts specifically excluded from coverage under Section 4.2determined by a court of competent jurisdiction). Without limiting the generality of Notwithstanding the foregoing, in no event shall any Indemnified Party be indemnified by the Transferor shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting fromagainst: (i) any representation Excluded Taxes; or war- ranty made by the Transferor, any Eligible Originator or the Servicer or any officer of the Transferor, any Eligible Originator or the Ser- vicer under or in connection with this Agree- ment, any Receivables Purchase Agreement, any of the other Transaction Documents or any other in- formation or report delivered by the Transferor or the Servicer pursuant hereto or thereto, which shall have been false or incorrect in any material respect when made or deemed made; (ii) the failure except as otherwise provided herein, (A) nonpayment by the Trans- feror, any Eligible Originator or the Servicer to comply with any applicable law, rule or regulation an Obligor of an amount due and payable with respect to any Receivable or the related Account, or the nonconformity of any Receivable or the related Account with any such applicable law, rule or regulation; (iii) the failure to vest and maintain vested in the Trustee, on behalf of the Trust, an undivided first priority, perfected percentage ownership or security interest in the Trust Property free and clear of any Lien (ex- cept as expressly permitted by the Transaction Documents); (iv) the failure to file, or any delay in filing, financing statements, continu- ation statements, or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with re- spect to any of the Trust Property; (v) any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Receivable (including, without limitation, a defense based on such Receivable or the related Account not being the legal, valid and binding obligation of such Obligor enforceable against it in accor- dance with its terms), or any other claim re- sulting 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 the Servicer to perform its duties or obligations in accor- dance with the provisions of the Master Pooling and Servicing Agreement and the Series Supple- ment; 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 owner- ship interest in any Receivable other than an Eligible Receivable as defined in the Master Pooling and Servicing Agreement; (ix) the failure by the Trans- feror, 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 Indem- nified Party of any amount previously distrib- uted 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 Ser- vicer of Collections of Receivables at any time with other funds; (xiii) any investigation, liti- gation 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 fail- ure 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 Trans- feror to give reasonably equivalent value to an Eligible Originator in consideration of the pur- chase 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 Bank- ruptcy Code; or (xviB) any action taken by the Transferor, any Eligible Originator or the Ser- vicer loss in the enforcement or collection value of any Receivable; provided, however, that if the Senior Class Conduits enter into agreements for the purchase of certificates represent- ing interests Financed Vehicle or Permitted Investment due to changes in amounts due under receivables or of inter- ests in receivables from one or more Other Transferors, the Senior Class Conduits shall allocate such Indemnified Amounts which are in connection with a Program Support Agreement or the program support furnished by a Program Su- pport Provider among the Transferor and each Other Trans- feror; and provided, further, that if such Indemnified Amounts are attributable to the Transferor or the Servicer and not attributable to any Other Transferor, the Trans- feror shall be solely liable for such Indemnified Amounts or if such Indemnified Amounts are attributable to Other Transferors and not attributable to the Transferor or the Servicer, such Other Transferors shall be solely liable for such Indemnified Amounts. SECTION 2market conditions.

Indemnities by the Transferor. Without limiting any other rights which the Agent, the Senior Class Agents, the Senior Class Conduits or the Bank Investors Company may have hereunder or under applicable lawApplicable Law, the Transferor hereby agrees to indemnify the Senior Class Conduits, the Bank Investors, the Agent, the Senior Class Agent, the Collateral Agents, Company and each Program Support Provider and any successors and permitted assigns and any of their respective its officers, directors directors, employees and employees agents (collectivelyeach of the foregoing Persons being individually called a “Sale and Contribution Indemnified Party”), the "Indemnified Parties") forthwith on demand, 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 a Program Support Provider, the Agent, a Senior Class Agent or a Collateral Agent, as applicable) and disbursements (all of the fore- going foregoing being collectively referred to as "called “Sale and Contribution Indemnified Amounts"”) awarded against or incurred by any Indemnified Party in any action or proceeding between the Transferor or the Servicer and any of the Indemnified Parties or between any of the Indemnified Parties and any third party them arising out of or as a result of the failure of the Transferor to perform its obligations under this Agreement, the other Transac- tion Documents, the ownership or maintenance, either di- rectly or indirectly, by the Agent, any Senior Class Agent, any Senior Class Conduit Agreement or any Bank Investor other Transaction Document, or arising out of the Senior Class Certificates claims asserted against a Sale and Contribution Indemnified Party relating to the transactions contemplated herein or any therein or the use of the other transactions contem- plated hereby proceeds thereof or thereby, therefrom; excluding, however, (i) Indemni- fied 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, Party and (ii) any indemnification which has the effect of recourse (except as otherwise specifically provided in this Agreement) for amounts due under non-payment of the Receivables which are uncollectible and (iii) Indemnified Amounts specifically excluded from coverage under Section 4.2due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor. Without limiting the generality of foregoing, and subject to the foregoingexclusions set forth in the preceding sentence, the Transferor shall indemnify each Sale and Contribution Indemnified Party for Sale and Contribution Indemnified Amounts relating to or resulting from: (i) any representation or war- ranty made by the Transferor, any Eligible Originator or the Servicer or any officer of the Transferor, any Eligible Originator or the Ser- vicer under or in connection with this Agree- ment, any Receivables Purchase Agreement, any of the other Transaction Documents or any other in- formation or report delivered by the Transferor or the Servicer pursuant hereto or thereto, which shall have been false or incorrect in any material respect when made or deemed made; (ii) the failure by the Trans- feror, any Eligible Originator or the Servicer to comply with any applicable law, rule or regulation with respect to any Receivable or the related Account, or the nonconformity of any Receivable or the related Account with any such applicable law, rule or regulation; (iii) the failure to vest and maintain vested in the Trustee, on behalf of the Trust, an undivided first priority, perfected percentage ownership or security interest in the Trust Property free and clear of any Lien (ex- cept as expressly permitted by the Transaction Documents); (iv) the failure to file, or any delay in filing, financing statements, continu- ation statements, or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with re- spect to any of the Trust Property; (v) any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Receivable (including, without limitation, a defense based on such Receivable or the related Account not being the legal, valid and binding obligation of such Obligor enforceable against it in accor- dance with its terms), or any other claim re- sulting 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 the Servicer to perform its duties or obligations in accor- dance with the provisions of the Master Pooling and Servicing Agreement and the Series Supple- ment; 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 owner- ship interest in any Receivable other than an Eligible Receivable as defined in the Master Pooling and Servicing Agreement; (ix) the failure by the Trans- feror, 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 Indem- nified Party of any amount previously distrib- uted 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 Ser- vicer of Collections of Receivables at any time with other funds; (xiii) any investigation, liti- gation 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 fail- ure 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 Trans- feror to give reasonably equivalent value to an Eligible Originator in consideration of the pur- chase 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 Bank- ruptcy Code; or (xvi) any action taken by the Transferor, any Eligible Originator or the Ser- vicer in the enforcement or collection of any Receivable; provided, however, that if the Senior Class Conduits enter into agreements for the purchase of certificates represent- ing interests in amounts due under receivables or of inter- ests in receivables from one or more Other Transferors, the Senior Class Conduits shall allocate such Indemnified Amounts which are in connection with a Program Support Agreement or the program support furnished by a Program Su- pport Provider among the Transferor and each Other Trans- feror; and provided, further, that if such Indemnified Amounts are attributable to the Transferor or the Servicer and not attributable to any Other Transferor, the Trans- feror shall be solely liable for such Indemnified Amounts or if such Indemnified Amounts are attributable to Other Transferors and not attributable to the Transferor or the Servicer, such Other Transferors shall be solely liable for such Indemnified Amounts. SECTION 2:

Indemnities by the Transferor. Without limiting any other rights which the Agent, the Senior Class Agents, the Senior Class Conduits or the Bank Investors Company may have hereunder or under applicable lawApplicable Law, the Transferor hereby agrees to indemnify the Senior Class ConduitsCompany and each of its officers, the Bank Investorsdirectors, the Agentemployees, the Senior Class Agentagents, the Collateral Agents, each Program Support Provider and any its successors and permitted assigns (each of the foregoing Persons being individually called a “Sale and any of their respective officersContribution Indemnified Party”), directors and employees (collectivelyforthwith on demand, the "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 a Program Support Provider, the Agent, a Senior Class Agent or a Collateral Agent, as applicable) and disbursements (all of the fore- going foregoing being collectively referred to as "called “Sale and Contribution Indemnified Amounts"”) awarded against or incurred by any Indemnified Party in any action or proceeding between the Transferor or the Servicer and any of the Indemnified Parties or between any of the Indemnified Parties and any third party them arising out of or as a result of the failure of the Transferor to perform its obligations under this Agreement, the other Transac- tion Documents, the ownership or maintenance, either di- rectly or indirectly, by the Agent, any Senior Class Agent, any Senior Class Conduit Agreement or any Bank Investor other Transaction Document, or arising out of the Senior Class Certificates claims asserted against a Sale and Contribution Indemnified Party relating to the transactions contemplated herein or any therein or the use of the other transactions contem- plated hereby proceeds thereof or thereby, therefrom; excluding, however, (i) Indemni- fied 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, (ii) any indemnification which has the effect of recourse (except as otherwise specifically provided in this Agreement) for amounts due under non-payment of the Receivables which are uncollectible due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor and (iii) any net income or franchise tax imposed on such Sale and Contribution Indemnified Amounts specifically excluded from coverage Party by the jurisdiction under Section 4.2the 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: (i) any representation or war- ranty made by the Transferor, any Eligible Originator or the Servicer or any officer of the Transferor, any Eligible Originator or the Ser- vicer under or in connection with this Agree- ment, any Receivables Purchase Agreement, any of the other Transaction Documents or any other in- formation or report delivered by the Transferor or the Servicer pursuant hereto or thereto, which shall have been false or incorrect in any material respect when made or deemed made; (ii) the failure by the Trans- feror, any Eligible Originator or the Servicer to comply with any applicable law, rule or regulation with respect to any Receivable or the related Account, or the nonconformity of any Receivable or the related Account with any such applicable law, rule or regulation; (iii) the failure to vest and maintain vested in the Trustee, on behalf of the Trust, an undivided first priority, perfected percentage ownership or security interest in the Trust Property free and clear of any Lien (ex- cept as expressly permitted by the Transaction Documents); (iv) the failure to file, or any delay in filing, financing statements, continu- ation statements, or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with re- spect to any of the Trust Property; (v) any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Receivable (including, without limitation, a defense based on such Receivable or the related Account not being the legal, valid and binding obligation of such Obligor enforceable against it in accor- dance with its terms), or any other claim re- sulting 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 the Servicer to perform its duties or obligations in accor- dance with the provisions of the Master Pooling and Servicing Agreement and the Series Supple- ment; 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 owner- ship interest in any Receivable other than an Eligible Receivable as defined in the Master Pooling and Servicing Agreement; (ix) the failure by the Trans- feror, 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 Indem- nified Party of any amount previously distrib- uted 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 Ser- vicer of Collections of Receivables at any time with other funds; (xiii) any investigation, liti- gation 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 fail- ure 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 Trans- feror to give reasonably equivalent value to an Eligible Originator in consideration of the pur- chase 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 Bank- ruptcy Code; or (xvi) any action taken by the Transferor, any Eligible Originator or the Ser- vicer in the enforcement or collection of any Receivable; provided, however, that if the Senior Class Conduits enter into agreements for the purchase of certificates represent- ing interests in amounts due under receivables or of inter- ests in receivables from one or more Other Transferors, the Senior Class Conduits shall allocate such Indemnified Amounts which are in connection with a Program Support Agreement or the program support furnished by a Program Su- pport Provider among the Transferor and each Other Trans- feror; and provided, further, that if such Indemnified Amounts are attributable to the Transferor or the Servicer and not attributable to any Other Transferor, the Trans- feror shall be solely liable for such Indemnified Amounts or if such Indemnified Amounts are attributable to Other Transferors and not attributable to the Transferor or the Servicer, such Other Transferors shall be solely liable for such Indemnified Amounts. SECTION 2:

Indemnities by the Transferor. Without limiting any other rights which the Administrative Agent, the Senior Class Agents, the Senior Class Conduits CP Conduit Purchasers or the Bank Investors Committed Purchasers may have hereunder or under applicable law, the Transferor hereby agrees to indemnify the Senior Class ConduitsCP Conduit Purchasers, the Bank InvestorsCommitted Purchasers, the Agent, Funding Agents and the Senior Class Agent, the Collateral Agents, each Program Support Provider Administrative Agent and any successors and permitted assigns and any of their respective officers, directors directors, agents 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 a Program Support Provider, the Administrative Agent, a Senior Class Agent or a Collateral Agent, as applicable) and disbursements (all of the fore- going foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by any Indemnified Party of them in any action or proceeding between the Transferor Transferor, the Collection Agent in such capacity or the Servicer 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, the other Transac- tion Transaction Documents, the ownership or maintenance, either di- rectly directly or indirectly, by the Administrative Agent, any Senior Class Agent, any Senior Class the CP Conduit Purchasers or any Bank Investor Committed Purchaser of the Senior Class Certificates Transferred Interest or any of the other transactions contem- plated contemplated hereby or thereby, excluding, however, (i) Indemni- fied Indemnified Amounts to the extent relating to or resulting from (x) gross negligence or willful misconduct on the part of such an Indemnified Party, Party or (iiy) recourse (except as otherwise specifically provided in this Agreement) for amounts due under the uncollectible Receivables which are uncollectible and or (iiiii) all taxes (other than Indemnified Amounts specifically excluded from coverage under Section 4.2Taxes). 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) any representation or war- ranty made by the Transferor, any Eligible Originator or the Servicer or any officer of the Transferor, any Eligible Originator or the Ser- vicer under or in connection with this Agree- ment, any Receivables Purchase Agreement, any of the other Transaction Documents or any other in- formation or report delivered by the Transferor or the Servicer pursuant hereto or thereto, which shall have been false or incorrect in any material respect when made or deemed made; (ii) the failure by the Trans- feror, any Eligible Originator or the Servicer to comply with any applicable law, rule or regulation with respect to any Receivable or the related Account, or the nonconformity of any Receivable or the related Account with any such applicable law, rule or regulation; (iii) the failure to vest and maintain vested in the Trustee, on behalf of the Trust, an undivided first priority, perfected percentage ownership or security interest in the Trust Property free and clear of any Lien (ex- cept as expressly permitted by the Transaction Documents); (iv) the failure to file, or any delay in filing, financing statements, continu- ation statements, or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with re- spect to any of the Trust Property; (v) any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Receivable (including, without limitation, a defense based on such Receivable or the related Account not being the legal, valid and binding obligation of such Obligor enforceable against it in accor- dance with its terms), or any other claim re- sulting 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 the Servicer to perform its duties or obligations in accor- dance with the provisions of the Master Pooling and Servicing Agreement and the Series Supple- ment; 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 owner- ship interest in any Receivable other than an Eligible Receivable as defined in the Master Pooling and Servicing Agreement; (ix) the failure by the Trans- feror, 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 Indem- nified Party of any amount previously distrib- uted 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 Ser- vicer of Collections of Receivables at any time with other funds; (xiii) any investigation, liti- gation 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 fail- ure 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 Trans- feror to give reasonably equivalent value to an Eligible Originator in consideration of the pur- chase 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 Bank- ruptcy Code; or (xvi) any action taken by the Transferor, any Eligible Originator or the Ser- vicer in the enforcement or collection of any Receivable; provided, however, that if the Senior Class Conduits enter into agreements for the purchase of certificates represent- ing interests in amounts due under receivables or of inter- ests in receivables from one or more Other Transferors, the Senior Class Conduits shall allocate such Indemnified Amounts which are in connection with a Program Support Agreement or the program support furnished by a Program Su- pport Provider among the Transferor and each Other Trans- feror; and provided, further, that if such Indemnified Amounts are attributable to the Transferor or the Servicer and not attributable to any Other Transferor, the Trans- feror shall be solely liable for such Indemnified Amounts or if such Indemnified Amounts are attributable to Other Transferors and not attributable to the Transferor or the Servicer, such Other Transferors shall be solely liable for such Indemnified Amounts. SECTION 2:

Indemnities by the Transferor. Without limiting any other rights which the Administrative Agent, the Senior Class Agents, the Senior Class Conduits LC Issuer or the Bank Investors Purchasers may have hereunder or under applicable law, the Transferor hereby agrees to indemnify the Senior Class ConduitsPurchasers, the Bank Investors, LC Issuer and the Agent, the Senior Class Agent, the Collateral Agents, each Program Support Provider Administrative Agent and any successors and permitted assigns and any of their respective officers, directors directors, agents and employees (collectively, the "“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 a Program Support Provider, the Administrative Agent, a Senior Class Agent or a Collateral Agent, as applicable) and disbursements (all of the fore- going foregoing being collectively referred to as "“Indemnified Amounts"”) awarded against or incurred by any Indemnified Party of them in any action or proceeding between the Transferor Transferor, the Collection Agent in such capacity or the Servicer 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, the other Transac- tion Transaction Documents, the issuance, execution and delivery or transfer of or payment or failure to pay under any Letter of Credit or the use of the proceeds therefrom, the ownership or maintenance, either di- rectly directly or indirectly, by the Agent, any Senior Class Agent, any Senior Class Conduit Administrative Agent or any Bank Investor Purchaser of the Senior Class Certificates Transferred Interest or any of the other transactions contem- plated contemplated hereby or thereby, excluding, however, (i) Indemni- fied Indemnified Amounts to the extent relating to or resulting from (x) gross negligence or willful misconduct on the part of such an Indemnified Party, Party or (iiy) recourse (except as otherwise specifically provided in this Agreement) for amounts due uncollectible Receivables, (ii) the LC Issuer’s failure to pay under any Letter of Credit issued by it after the Receivables which are uncollectible presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, (iii) all taxes (other than Indemnified Amounts specifically excluded from coverage under Section 4.2Taxes). 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) any representation or war- ranty made by the Transferor, any Eligible Originator or the Servicer or any officer of the Transferor, any Eligible Originator or the Ser- vicer under or in connection with this Agree- ment, any Receivables Purchase Agreement, any of the other Transaction Documents or any other in- formation or report delivered by the Transferor or the Servicer pursuant hereto or thereto, which shall have been false or incorrect in any material respect when made or deemed made; (ii) the failure by the Trans- feror, any Eligible Originator or the Servicer to comply with any applicable law, rule or regulation with respect to any Receivable or the related Account, or the nonconformity of any Receivable or the related Account with any such applicable law, rule or regulation; (iii) the failure to vest and maintain vested in the Trustee, on behalf of the Trust, an undivided first priority, perfected percentage ownership or security interest in the Trust Property free and clear of any Lien (ex- cept as expressly permitted by the Transaction Documents); (iv) the failure to file, or any delay in filing, financing statements, continu- ation statements, or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with re- spect to any of the Trust Property; (v) any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Receivable (including, without limitation, a defense based on such Receivable or the related Account not being the legal, valid and binding obligation of such Obligor enforceable against it in accor- dance with its terms), or any other claim re- sulting 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 the Servicer to perform its duties or obligations in accor- dance with the provisions of the Master Pooling and Servicing Agreement and the Series Supple- ment; 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 owner- ship interest in any Receivable other than an Eligible Receivable as defined in the Master Pooling and Servicing Agreement; (ix) the failure by the Trans- feror, 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 Indem- nified Party of any amount previously distrib- uted 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 Ser- vicer of Collections of Receivables at any time with other funds; (xiii) any investigation, liti- gation 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 fail- ure 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 Trans- feror to give reasonably equivalent value to an Eligible Originator in consideration of the pur- chase 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 Bank- ruptcy Code; or (xvi) any action taken by the Transferor, any Eligible Originator or the Ser- vicer in the enforcement or collection of any Receivable; provided, however, that if the Senior Class Conduits enter into agreements for the purchase of certificates represent- ing interests in amounts due under receivables or of inter- ests in receivables from one or more Other Transferors, the Senior Class Conduits shall allocate such Indemnified Amounts which are in connection with a Program Support Agreement or the program support furnished by a Program Su- pport Provider among the Transferor and each Other Trans- feror; and provided, further, that if such Indemnified Amounts are attributable to the Transferor or the Servicer and not attributable to any Other Transferor, the Trans- feror shall be solely liable for such Indemnified Amounts or if such Indemnified Amounts are attributable to Other Transferors and not attributable to the Transferor or the Servicer, such Other Transferors shall be solely liable for such Indemnified Amounts. SECTION 2: