Common use of Indemnity of the Lessor Clause in Contracts

Indemnity of the Lessor. Each Lessee agrees to indemnify and hold harmless the Lessor and the Lessor’s directors, officers, agents and employees (collectively, together with the Persons subject to indemnity under Section 15.2, the “Indemnified Persons”) against any and all claims, demands and liabilities of whatsoever nature, and all costs and expenses, relating to or in any way arising out of: 15.1.1 the ordering, delivery, acquisition, title on acquisition, rejection, installation, possession, titling, retitling, registration, re-registration, custody by such Lessee of title and registration documents, use, non-use, misuse, operation, deficiency, defect, transportation, repair, control or disposition of any Vehicle leased hereunder or to be leased hereunder by such Lessee, including, without limitation, any such Vehicle subleased to a Franchisee of such Lessee and any of the foregoing actions, events or circumstances occurring or arising in connection with such subleasing, any related Lessee Agreement, any related Franchisee or any customer of any such related Franchisee. The foregoing shall include, without limitation, any claim by any third party against the Lessee for personal injury, property or other damages arising out of any of the foregoing with respect to any such Vehicles; 15.1.2 all (i) federal, state, county, municipal, foreign or other fees and taxes of any nature, including but not limited to license, qualification, registration, franchise, sales, use, gross receipts, ad valorem, business, property (real or personal), excise, motor vehicle, and occupation fees and taxes, and all federal, state, local and foreign income taxes (including any taxes payable by the Lessor as a result of its being a member of any group of corporations, including such Lessee, that file any tax returns on a consolidated or combined basis), and penalties and interest thereon, whether assessed, levied against or payable by the Lessor or otherwise, with respect to any Vehicle leased by such Lessee hereunder or the acquisition, purchase, sale, lease, sublease, rental, use, operation, control, ownership or disposition of any such Vehicle by any Person or measured in any way by the value thereof or by the business of, investment by, or ownership by the Lessor or such Lessee with respect thereto, and (ii) documentary, stamp, filing, recording, mortgage or other taxes, if any, which may be payable by the Lessor or such Lessee in connection with this Lease or the other Related Documents or the related Lessee Agreements and any penalties or interest with respect thereto; 15.1.3 any violation by such Lessee of this Lease or of any Related Documents or Lessee Agreements to which such Lessee is a party or by which it is bound or any laws, rules, regulations, orders, writs, injunctions, decrees, consents, approvals, exemptions, authorizations, licenses and withholdings of objecting of any governmental or public body or authority and all other requirements having the force of law applicable at any time to any Vehicle Leased by such Lessee hereunder or any action or transaction by such Lessee with respect thereto or pursuant to this Lease; 15.1.4 such Lessee’s Pro Rata Share of all out-of-pocket costs of the Lessor (including the reasonable fees and out-of-pocket expenses of counsel for the Lessor) in connection with the execution, delivery and performance of this Lease and the other Related Documents, including, without limitation, overhead expenses and any and all fees of the Trustee, Paying Agent, Clearing Agencies, Qualified Intermediary and Master Collateral Agent, all fees payable in connection with any Enhancement, any and all fees of the Master Servicer or any Servicer under the Indenture, fees and costs of the Qualified Intermediary and in connection with the Escrow Account, and any underwriting or placement agency fees incurred in connection with the sale of any Notes included in the Group IV Series of Notes, in each case to the extent allocable to this Lease; and 15.1.5 such Lessee’s Pro Rata Share of all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses) incurred by the Lessor, the Master Collateral Agent, the Trustee, the Qualified Intermediary or the Group IV Noteholders in connection with the administration, enforcement, waiver or amendment of this Lease and any other Related Documents, and all indemnification obligations of the Lessor under the Related Documents. Notwithstanding the foregoing, no Lessee shall have any duty to indemnify any Indemnified Person for any consequential or punitive damages or claims, demands, liabilities, costs, or expenses to the extent such claim, demand, liability, cost or expense arises out of or is due to such Indemnified Person’s gross negligence or willful misconduct.

Indemnity of the Lessor. Each Lessee agrees to indemnify and hold harmless the Lessor and the Lessor’s directors, officers, agents and employees (collectively, together with the Persons subject to indemnity under Section 15.2, the “Indemnified Persons”) against any and all claims, demands and liabilities of whatsoever nature, and all costs and expenses, relating to or in any way arising out of: 15.1.1 the ordering, delivery, acquisition, title on acquisition, rejection, installation, possession, titling, retitling, registration, re-registration, custody by such Lessee of title and registration documents, use, non-use, misuse, operation, deficiency, defect, transportation, repair, control or disposition of any Vehicle leased hereunder or to be leased hereunder by such Lessee, including, without limitation, any such Vehicle subleased to a Franchisee of such Lessee and any of the foregoing actions, events or circumstances occurring or arising in connection with such subleasing, any related Lessee Agreement, any related Franchisee or any customer of any such related Franchisee. The foregoing shall include, without limitation, any claim by any third party against the Lessee Lessor for personal injury, property or other damages arising out of any of the foregoing with respect to any such Vehicles; 15.1.2 all (i) federal, state, county, municipal, foreign or other fees and taxes of any nature, including but not limited to license, qualification, registration, franchise, sales, use, gross receipts, ad valorem, business, property (real or personal), excise, motor vehicle, and occupation fees and taxes, and all federal, state, local and foreign income taxes (including any taxes payable by the Lessor as a result of its being a member of any group of corporations, including such Lessee, that file any tax returns on a consolidated or combined basis), and penalties and interest thereon, whether assessed, levied against or payable by the Lessor or otherwise, with respect to any Vehicle leased by such Lessee hereunder or the acquisition, purchase, sale, lease, sublease, rental, use, operation, control, ownership or disposition of any such Vehicle by any Person or measured in any way by the value thereof or by the business of, investment by, or ownership by the Lessor or such Lessee with respect thereto, and (ii) documentary, stamp, filing, recording, mortgage or other taxes, if any, which may be payable by the Lessor or such Lessee in connection with this Lease or the other Related Documents with respect to the Group VII Series of Notes or the related Lessee Agreements and any penalties or interest with respect thereto; 15.1.3 any violation by such Lessee of this Lease or of any Related Documents with respect to the Group VII Series of Notes or Lessee Agreements to which such Lessee is a party or by which it is bound or any laws, rules, regulations, orders, writs, injunctions, decrees, consents, approvals, exemptions, authorizations, authorizations and licenses and withholdings of objecting of any governmental or public body or authority and all other requirements having the force of law applicable at any time to any Vehicle Leased leased by such Lessee hereunder or any action or transaction by such Lessee with respect thereto or pursuant to this Lease; 15.1.4 such Lessee’s Pro Rata Share of all out-of-pocket costs of the Lessor (including the reasonable fees and out-of-pocket expenses of counsel for the Lessor) in connection with the execution, delivery and performance of this Lease and the other Related DocumentsDocuments with respect to the Group VII Series of Notes, including, without limitation, overhead expenses and any and all fees of the Trustee, Paying Agent, Clearing Agencies, Qualified Intermediary and Master Collateral Agent, all fees payable in connection with any Enhancement, any and all fees of the Master Servicer or any Servicer under the each Group VII Indenture, fees and costs of the Qualified Intermediary and in connection with the Escrow Account, and any underwriting or placement agency fees incurred in connection with the sale of any Notes included in the Group IV VII Series of Notes, in each case to the extent allocable to this LeaseLease (as determined by the Master Servicer); and 15.1.5 such Lessee’s Pro Rata Share of all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses) incurred by the Lessor, the Master Collateral Agent, the Trustee, the Qualified Intermediary or the Group IV VII Noteholders in connection with the administration, enforcement, waiver or amendment of this Lease and any other Related DocumentsDocuments with respect to the Group VII Series of Notes, and all indemnification obligations of the Lessor under the such Related Documents. Notwithstanding the foregoing, no Lessee shall have any duty to indemnify any Indemnified Person for any consequential or punitive damages or claims, demands, liabilities, costs, or expenses to the extent such claim, demand, liability, cost or expense arises out of or is due to such Indemnified Person’s gross negligence or willful misconduct.

Indemnity of the Lessor. Each The Lessee agrees to indemnify and hold harmless the Lessor and its successive assigns (including the Lessor’s Trustee, the Series 1996-2 Noteholder and, if any, the other Shared Collateral Series Noteholders, the NFC Collateral Agent and the NFC Secured Parties) and the respective directors, officers, agents and employees of the Lessor and such successive assigns (collectively, together with the Persons subject to indemnity under Section 15.2, the “"Indemnified Persons”") against any and all claims, demands demands, actions, causes of action, losses, costs, liabilities and liabilities damages of whatsoever nature, and all costs reasonable expenses incurred in connection therewith (including reasonable fees and expensesdisbursements of counsel), relating to or in any way arising out of: 15.1.1 Section 15.1.1. the ordering, delivery, acquisition, title on acquisition, rejection, installation, possession, ownership, titling, retitling, registration, re-registration, custody by such the Lessee of title and registration documents, use, non-use, misuse, operation, leasing, deficiency, defect, transportation, repair, maintenance, control or disposition of any Vehicle leased hereunder or to be leased hereunder by such Lessee, including, without limitation, any such Vehicle subleased to a Franchisee of such Lessee and any of the foregoing actions, events or circumstances occurring or arising in connection with such subleasing, any related Lessee Agreement, any related Franchisee or any customer of any such related Franchiseehereunder. The foregoing shall include, without limitation, any claim by liability (or any alleged liability) of the Lessor or any other Indemnified Person to any third party against the Lessee for personal injury, property or other damages arising out of any of the foregoing with respect to any foregoing, including, without limitation, all legal fees, costs and disbursements arising out of such Vehiclesliability (or alleged liability); 15.1.2 Section 15.1.2. all (i) federal, state, county, municipal, foreign or other fees and taxes of any naturewhatsoever nature other than income taxes, including but not limited to license, qualification, registration, franchise, sales, use, gross receipts, ad valorem, business, property (real or personal), excise, motor vehicle, and occupation fees and taxes, and all federal, state, local and foreign income taxes (including any taxes payable by the Lessor as a result of its being a member of any group of corporations, including such Lessee, that file any tax returns on a consolidated or combined basis), and penalties and interest thereon, whether assessed, levied against or payable by the Lessor or otherwise, with respect to any Vehicle leased by such Lessee hereunder or the acquisition, purchase, sale, lease, sublease, rental, use, operation, control, ownership or disposition of any such Vehicle by any Person or measured in any way by the value thereof or by the business of, investment by, or ownership by the Lessor or such the Lessee with respect thereto, (ii) federal, state, local and foreign income taxes and penalties and interest thereon, whether assessed, levied against or payable by the Lessor or NFC or otherwise as a result of its being a member of any group of corporations including the Lessee that file any tax returns on a consolidated or combined basis, and (iiiii) documentary, stamp, filing, recording, mortgage or other taxes (other than net income taxes), if any, which may be payable by the Lessor or such Lessor, the Lessee in connection with this Lease or the other Related Documents or the related Lessee Agreements and any penalties or interest with respect thereto; 15.1.3 any violation by such Lessee of this Lease or of any Related Documents or Lessee Agreements to which such Lessee is a party or by which it is bound or any laws, rules, regulations, orders, writs, injunctions, decrees, consents, approvals, exemptions, authorizations, licenses and withholdings of objecting of any governmental or public body or authority and all other requirements having the force of law applicable at any time to any Vehicle Leased by such Lessee hereunder or any action or transaction by such Lessee with respect thereto or pursuant to this Lease; 15.1.4 such Lessee’s Pro Rata Share of all out-of-pocket costs of the Lessor (including the reasonable fees and out-of-pocket expenses of counsel for the Lessor) Indemnified Person in connection with the execution, delivery and performance of this Lease and the other Related Documentsdelivery, including, without limitation, overhead expenses and any and all fees of the Trustee, Paying Agent, Clearing Agencies, Qualified Intermediary and Master Collateral Agent, all fees payable in connection with any Enhancement, any and all fees of the Master Servicer or any Servicer under the Indenture, fees and costs of the Qualified Intermediary and in connection with the Escrow Account, and any underwriting or placement agency fees incurred in connection with the sale of any Notes included in the Group IV Series of Notes, in each case to the extent allocable to this Lease; and 15.1.5 such Lessee’s Pro Rata Share of all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses) incurred by the Lessor, the Master Collateral Agent, the Trustee, the Qualified Intermediary or the Group IV Noteholders in connection with the administration, enforcement, waiver or amendment of this Lease and any other Related Documents, and all indemnification obligations of the Lessor under the Related Documents. Notwithstanding the foregoing, no Lessee shall have any duty to indemnify any Indemnified Person for any consequential or punitive damages or claims, demands, liabilities, costs, or expenses to the extent such claim, demand, liability, cost or expense arises out of or is due to such Indemnified Person’s gross negligence or willful misconduct.recording

Indemnity of the Lessor. Each Lessee agrees to indemnify and hold harmless the Lessor and the Lessor’s directors, officers, agents and employees (collectively, together with the Persons subject to indemnity under Section 15.2, the “Indemnified Persons”) against any and all claims, demands and liabilities of whatsoever nature, and all costs and expenses, relating to or in any way arising out of: 15.1.1 the ordering, delivery, acquisition, title on acquisition, rejection, installation, possession, titling, retitling, registration, re-registration, custody by such Lessee of title and registration documents, use, non-use, misuse, operation, deficiency, defect, transportation, repair, control or disposition of any Vehicle leased hereunder or to be leased hereunder by such Lessee, including, without limitation, any such Vehicle subleased to a Franchisee of such Lessee and any of the foregoing actions, events or circumstances occurring or arising in connection with such subleasing, any related Lessee Agreement, any related Franchisee or any customer of any such related Franchisee. The foregoing shall include, without limitation, any claim by any third party against the Lessee for personal injury, property or other damages arising out of any of the foregoing with respect to any such Vehicles; 15.1.2 all (i) federal, state, county, municipal, foreign or other fees and taxes of any nature, including but not limited to license, qualification, registration, franchise, sales, use, gross receipts, ad valorem, business, property (real or personal), excise, motor vehicle, and occupation fees and taxes, and all federal, state, local and foreign income taxes (including any taxes payable by the Lessor as a result of its being a member of any group of corporations, including such Lessee, that file any tax returns on a consolidated or combined basis), and penalties and interest thereon, whether assessed, levied against or payable by the Lessor or otherwise, with respect to any Vehicle leased by such Lessee hereunder or the acquisition, purchase, sale, lease, sublease, rental, use, operation, control, ownership or disposition of any such Vehicle by any Person or measured in any way by the value thereof or by the business of, investment by, or ownership by the Lessor or such Lessee with respect thereto, and (ii) documentary, stamp, filing, recording, mortgage or other taxes, if any, which may be payable by the Lessor or such Lessee in connection with this Lease or the other Related Documents or the related Lessee Agreements and any penalties or interest with respect thereto; 15.1.3 any violation by such Lessee of this Lease or of any Related Documents or Lessee Agreements to which such Lessee is a party or by which it is bound or any laws, rules, regulations, orders, writs, injunctions, decrees, consents, approvals, exemptions, authorizations, licenses and withholdings of objecting of any governmental or public body or authority and all other requirements having the force of law applicable at any time to any Vehicle Leased by such Lessee hereunder or any action or transaction by such Lessee with respect thereto or pursuant to this Lease; 15.1.4 such Lessee’s Pro Rata Share of all out-of-pocket costs of the Lessor (including the reasonable fees and out-of-pocket expenses of counsel for the Lessor) in connection with the execution, delivery and performance of this Lease and the other Related Documents, including, without limitation, overhead expenses and any and all fees of the Trustee, Paying Agent, Clearing Agencies, Qualified Intermediary and Master Collateral Agent, all fees payable in connection with any Enhancement, any and all fees of the Master Servicer or any Servicer under the Indenture, fees and costs of the Qualified Intermediary and in connection with the Escrow Account, and any underwriting or placement agency fees incurred in connection with the sale of any Notes included in the Group IV III Series of Notes, in each case to the extent allocable to this Lease; and 15.1.5 such Lessee’s Pro Rata Share of all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses) incurred by the Lessor, the Master Collateral Agent, the Trustee, the Qualified Intermediary or the Group IV III Noteholders in connection with the administration, enforcement, waiver or amendment of this Lease and any other Related Documents, and all indemnification obligations of the Lessor under the Related Documents. Notwithstanding the foregoing, no Lessee shall have any duty to indemnify any Indemnified Person for any consequential or punitive damages or claims, demands, liabilities, costs, or expenses to the extent such claim, demand, liability, cost or expense arises out of or is due to such Indemnified Person’s gross negligence or willful misconduct.

Indemnity of the Lessor. Each Lessee agrees to indemnify and hold harmless the Lessor and the Lessor’s directors, officers, agents and employees (collectively, together with the Persons subject to indemnity under Section 15.2, the “Indemnified Persons”) against any and all claims, demands and liabilities of whatsoever nature, and all costs and expenses, relating to or in any way arising out of: 15.1.1 the ordering, delivery, acquisition, title on acquisition, rejection, installation, possession, titling, retitling, registration, re-registration, custody by such Lessee of title and registration documents, use, non-use, misuse, operation, deficiency, defect, transportation, repair, control or disposition of any Vehicle leased hereunder or to be leased hereunder by such Lessee, including, without limitation, any such Vehicle subleased to a Franchisee of such Lessee and any of the foregoing actions, events or circumstances occurring or arising in connection with such subleasing, any related Lessee Agreement, any related Franchisee or any customer of any such related Franchisee. The foregoing shall include, without limitation, any claim by any third party against the Lessee Lessor for personal injury, property or other damages arising out of any of the foregoing with respect to any such Vehicles; 15.1.2 all (i) federal, state, county, municipal, foreign or other fees and taxes of any nature, including but not limited to license, qualification, registration, franchise, sales, use, gross receipts, ad valorem, business, property (real or personal), excise, motor vehicle, and occupation fees and taxes, and all federal, state, local and foreign income taxes (including any taxes payable by the Lessor as a result of its being a member of any group of corporations, including such Lessee, that file any tax returns on a consolidated or combined basis), and penalties and interest thereon, whether assessed, levied against or payable by the Lessor or otherwise, with respect to any Vehicle leased by such Lessee hereunder or the acquisition, purchase, sale, lease, sublease, rental, use, operation, control, ownership or disposition of any such Vehicle by any Person or measured in any way by the value thereof or by the business of, investment by, or ownership by the Lessor or such Lessee with respect thereto, and (ii) documentary, stamp, filing, recording, mortgage or other taxes, if any, which may be payable by the Lessor or such Lessee in connection with this Lease or the other Related Documents with respect to the Group VI Series of Notes or the related Lessee Agreements and any penalties or interest with respect thereto; 15.1.3 any violation by such Lessee of this Lease or of any Related Documents with respect to the Group VI Series of Notes or Lessee Agreements to which such Lessee is a party or by which it is bound or any laws, rules, regulations, orders, writs, injunctions, decrees, consents, approvals, exemptions, authorizations, authorizations and licenses and withholdings of objecting of any governmental or public body or authority and all other requirements having the force of law applicable at any time to any Vehicle Leased leased by such Lessee hereunder or any action or transaction by such Lessee with respect thereto or pursuant to this Lease; 15.1.4 such Lessee’s Pro Rata Share of all out-of-pocket costs of the Lessor (including the reasonable fees and out-of-pocket expenses of counsel for the Lessor) in connection with the execution, delivery and performance of this Lease and the other Related DocumentsDocuments with respect to the Group VI Series of Notes, including, without limitation, overhead expenses and any and all fees of the Trustee, Paying Agent, Clearing Agencies, Qualified Intermediary and Master Collateral Agent, all fees payable in connection with any Enhancement, any and all fees of the Master Servicer or any Servicer under the each Group VI Indenture, fees and costs of the Qualified Intermediary and in connection with the Escrow Account, and any underwriting or placement agency fees incurred in connection with the sale of any Notes included in the Group IV VI Series of Notes, in each case to the extent allocable to this LeaseLease (as determined by the Master Servicer); and 15.1.5 such Lessee’s Pro Rata Share of all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses) incurred by the Lessor, the Master Collateral Agent, the Trustee, the Qualified Intermediary or the Group IV VI Noteholders in connection with the administration, enforcement, waiver or amendment of this Lease and any other Related DocumentsDocuments with respect to the Group VI Series of Notes, and all indemnification obligations of the Lessor under the such Related Documents. Notwithstanding the foregoing, no Lessee shall have any duty to indemnify any Indemnified Person for any consequential or punitive damages or claims, demands, liabilities, costs, or expenses to the extent such claim, demand, liability, cost or expense arises out of or is due to such Indemnified Person’s gross negligence or willful misconduct.

Indemnity of the Lessor. Each Lessee agrees to indemnify and hold harmless the Lessor and the Lessor’s directors, officers, agents and employees (collectively, together with the Persons subject to indemnity under Section 15.2, the “Indemnified Persons”) against any and all claims, demands and liabilities of whatsoever nature, and all costs and expenses, relating to or in any way arising out of: 15.1.1 the ordering, delivery, acquisition, title on acquisition, rejection, installation, possession, titling, retitling, registration, re-registration, custody by such Lessee of title and registration documents, use, non-use, misuse, operation, deficiency, defect, transportation, repair, control or disposition of any Vehicle leased hereunder or to be leased hereunder by such Lessee, including, without limitation, any such Vehicle subleased to a Franchisee of such Lessee and any of the foregoing actions, events or circumstances occurring or arising in connection with such subleasing, any related Lessee Agreement, any related Franchisee or any customer of any such related Franchisee. The foregoing shall include, without limitation, any claim by any third party against the Lessee Lessor for personal injury, property or other damages arising out of any of the foregoing with respect to any such Vehicles; 15.1.2 all (i) federal, state, county, municipal, foreign or other fees and taxes of any nature, including but not limited to license, qualification, registration, franchise, sales, use, gross receipts, ad valorem, business, property (real or personal), excise, motor vehicle, and occupation fees and taxes, and all federal, state, local and foreign income taxes (including any taxes payable by the Lessor as a result of its being a member of any group of corporations, including such Lessee, that file any tax returns on a consolidated or combined basis), and penalties and interest thereon, whether assessed, levied against or payable by the Lessor or otherwise, with respect to any Vehicle leased by such Lessee hereunder or the acquisition, purchase, sale, lease, sublease, rental, use, operation, control, ownership or disposition of any such Vehicle by any Person or measured in any way by the value thereof or by the business of, investment by, or ownership by the Lessor or such Lessee with respect thereto, and (ii) documentary, stamp, filing, recording, mortgage or other taxes, if any, which may be payable by the Lessor or such Lessee in connection with this Lease or the other Related Documents with respect to the Group V Series of Notes or the related Lessee Agreements and any penalties or interest with respect thereto; 15.1.3 any violation by such Lessee of this Lease or of any Related Documents with respect to the Group V Series of Notes or Lessee Agreements to which such Lessee is a party or by which it is bound or any laws, rules, regulations, orders, writs, injunctions, decrees, consents, approvals, exemptions, authorizations, authorizations and licenses and withholdings of objecting of any governmental or public body or authority and all other requirements having the force of law applicable at any time to any Vehicle Leased leased by such Lessee hereunder or any action or transaction by such Lessee with respect thereto or pursuant to this Lease; 15.1.4 such Lessee’s Pro Rata Share of all out-of-pocket costs of the Lessor (including the reasonable fees and out-of-pocket expenses of counsel for the Lessor) in connection with the execution, delivery and performance of this Lease and the other Related DocumentsDocuments with respect to the Group V Series of Notes, including, without limitation, overhead expenses and any and all fees of the Trustee, Paying Agent, Clearing Agencies, Qualified Intermediary and Master Collateral Agent, all fees payable in connection with any Enhancement, any and all fees of the Master Servicer or any Servicer under the each Group V Indenture, fees and costs of the Qualified Intermediary and in connection with the Escrow Account, and any underwriting or placement agency fees incurred in connection with the sale of any Notes included in the Group IV V Series of Notes, in each case to the extent allocable to this LeaseLease (as determined by the Master Servicer); and 15.1.5 such Lessee’s Pro Rata Share of all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses) incurred by the Lessor, the Master Collateral Agent, the Trustee, the Qualified Intermediary or the Group IV V Noteholders in connection with the administration, enforcement, waiver or amendment of this Lease and any other Related DocumentsDocuments with respect to the Group V Series of Notes, and all indemnification obligations of the Lessor under the such Related Documents. Notwithstanding the foregoing, no Lessee shall have any duty to indemnify any Indemnified Person for any consequential or punitive damages or claims, demands, liabilities, costs, or expenses to the extent such claim, demand, liability, cost or expense arises out of or is due to such Indemnified Person’s gross negligence or willful misconduct.

Indemnity of the Lessor. Each The Lessee agrees to ----------------------- indemnify and hold harmless the Lessor and the Lessor’s directors, officers, agents agents, employees and employees representatives (collectively, together with the Persons subject to indemnity under Section 15.2, the “"Lessor Indemnified Persons”") -------------------------- against any and all claims, demands and liabilities of whatsoever nature, and all costs and expenses, relating to or in any way arising out of: 15.1.1 Section 13.1.1. any acts by the Lessee relating to the ordering, delivery, acquisition, title on acquisition, rejection, installation, possession, titling, retitling, registration, re-registration, custody by such the Lessee of title and registration documents, use, non-usenonuse, misuse, operation, deficiency, defect, transportation, repair, control or disposition of any Vehicle leased hereunder or to be leased hereunder by such Lessee, including, without limitation, any such Vehicle subleased to a Franchisee of such Lessee and any of hereunder; the foregoing actions, events or circumstances occurring or arising in connection with such subleasing, any related Lessee Agreement, any related Franchisee or any customer of any such related Franchisee. The foregoing shall include, without limitation, any claim by liability (or any alleged liability) of the Lessor to any third party against the Lessee for personal injury, property or other damages arising out of any of the foregoing with respect to any foregoing, including, without limitation, all legal fees, costs and disbursements arising out of such Vehiclesliability (or alleged liability); 15.1.2 Section 13.1.2. all (i) federal, state, county, municipal, foreign or other fees and taxes of any naturewhatever nature other than income taxes relating to use of the Vehicles levied or payable during the term of the Lease, including but not limited to license, qualification, registration, franchise, sales, use, gross receipts, ad valorem, business, property (real or personal), excise, motor vehicle, and occupation fees and taxes, and all federal, state, local and foreign income taxes (including any taxes payable by the Lessor as a result of its being a member of any group of corporations, including such Lessee, that file any tax returns on a consolidated or combined basis), and penalties and interest thereon, whether assessed, levied against or payable by the Lessor or otherwise, with respect to any Vehicle leased by such Lessee hereunder or the acquisition, purchase, sale, lease, sublease, rental, use, operation, control, ownership or disposition of any such Vehicle by any Person or measured in any way by the value thereof or by the business of, investment by, or ownership by the Lessor or such the Lessee with respect thereto, and (ii) documentary, stamp, filing, recording, mortgage or other taxes, if any, which may be payable by the Lessor or such the Lessee in connection with this Lease Agreement or the other Related Documents or the related Lessee Agreements and any penalties or interest with respect thereto; 15.1.3 Section 13.1.3. any violation by such the Lessee of this Lease Agreement or of any Related Documents or Lessee Agreements to which such the Lessee is a party or by which it is bound or any laws, rules, regulations, orders, writs, injunctions, decrees, consents, approvals, exemptions, authorizations, licenses and withholdings of objecting objection of any governmental or public body or authority and all other requirements having the force of law applicable at any time to any Vehicle Leased by such Lessee hereunder or any action or transaction by such the Lessee with respect thereto or pursuant to this Lease; 15.1.4 such Lessee’s Pro Rata Share of all out-of-pocket costs of the Lessor (including the reasonable fees and out-of-pocket expenses of counsel for the Lessor) in connection with the execution, delivery and performance of this Lease and the other Related Documents, including, without limitation, overhead expenses and any and all fees of the Trustee, Paying Agent, Clearing Agencies, Qualified Intermediary and Master Collateral Agent, all fees payable in connection with any Enhancement, any and all fees of the Master Servicer or any Servicer under the Indenture, fees and costs of the Qualified Intermediary and in connection with the Escrow Account, and any underwriting or placement agency fees incurred in connection with the sale of any Notes included in the Group IV Series of Notes, in each case to the extent allocable to this LeaseAgreement; and 15.1.5 such Lessee’s Pro Rata Share of all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses) incurred by the Lessor, the Master Collateral Agent, the Trustee, the Qualified Intermediary or the Group IV Noteholders in connection with Section 13.1.4. the administration, enforcement, waiver or amendment of this Lease Agreement and any other Related Documents, and all indemnification obligations of the Lessor under the Related Documents. Notwithstanding the foregoing, no the Lessee shall have any no duty to indemnify any Lessor Indemnified Person for any consequential or punitive damages or claims, demands, liabilities, costs, or expenses to the extent such claim, demand, liability, cost or expense arises out of or is due to such Indemnified Person’s 's gross negligence or willful misconduct.

Indemnity of the Lessor. Each Lessee agrees to indemnify and hold harmless the Lessor and the Lessor’s 's directors, officers, agents and employees (collectively, together with the Persons subject to indemnity under Section 15.2, the “"Indemnified Persons”") against any and all claims, demands and liabilities of whatsoever nature, and all costs and expenses, relating to or in any way arising out of: 15.1.1 Section 15.1.1. the ordering, delivery, acquisition, title on acquisition, rejection, installation, possession, titling, retitling, registration, re-registration, custody by such Lessee of title and registration documents, use, non-use, misuse, operation, deficiency, defect, transportation, repair, control or disposition of any Vehicle leased hereunder or to be leased hereunder by such Lessee, including, without limitation, any such Vehicle subleased to a Franchisee of such Lessee and any of the foregoing actions, events or circumstances occurring or arising in connection with such subleasing, any related Lessee Agreement, any related Franchisee or any customer of any such related Franchisee. The foregoing shall include, without limitation, any claim by liability (or any alleged liability) of the Lessor to any third party against the Lessee for personal injury, property or other damages arising out of any of the foregoing with respect to any foregoing, including, without limitation, all legal fees, costs and disbursements arising out of such Vehiclesliability (or alleged liability); 15.1.2 Section 15.1.2. all (i) federal, state, county, municipal, foreign or other fees and taxes of any whatsoever nature, including but not limited to license, qualification, registration, franchise, sales, use, gross receipts, ad valorem, business, property (real or personal), excise, motor vehicle, and occupation fees and taxes, and all federal, state, local and foreign income taxes (including any taxes payable by the Lessor as a result of its being a member of any group of corporations, corporations including such Lessee, Lessee that file any tax returns on a consolidated or combined basis), and penalties and interest thereon, whether assessed, levied against or payable by the Lessor or otherwise, with respect to any Vehicle leased by such Lessee hereunder or the acquisition, purchase, sale, lease, sublease, rental, use, operation, control, ownership or disposition of any such Vehicle by any Person or measured in any way by the value thereof or by the business of, investment by, or ownership by the Lessor or such Lessee with respect thereto, and (ii) documentary, stamp, filing, recording, mortgage or other taxes, if any, which may be payable by the Lessor or such Lessee in connection with this Lease Agreement or the other Related Documents or the related Lessee Agreements and any penalties or interest with respect thereto; 15.1.3 Section 15.1.3. any violation by such Lessee of this Lease Agreement or of any Related Documents or Lessee Agreements to which such Lessee is a party or by which it is bound or any laws, rules, regulations, orders, writs, injunctions, decrees, consents, approvals, exemptions, authorizations, licenses and withholdings of objecting of any governmental or public body or authority and all other requirements having the force of law applicable at any time to any Vehicle Leased by such Lessee hereunder or any action or transaction by such Lessee with respect thereto or pursuant to this LeaseAgreement; 15.1.4 such Lessee’s Pro Rata Share Section 15.1.4. all out of all out-of-pocket costs of the Lessor (including including, to the extent not satisfied by the Initial Purchasers, the reasonable fees and out-of-pocket expenses of counsel for the Lessor) in connection with the execution, delivery and performance of this Lease Agreement and the other Related Documents, including, without limitation, overhead expenses and any and all fees of the Trustee, Paying Agent, Clearing Agencies, Qualified Intermediary Agencies and Master Collateral Agent, all fees payable in connection with any Enhancement, any and all fees of the Master Servicer or any Servicer under the Indenture, fees and costs of payable to the Qualified Intermediary and in connection with the Escrow Account, Rating Agencies and any underwriting or placement agency fees incurred in connection with the sale of any Notes included in the Group IV Series of Notes, in each case to the extent allocable to this Lease; and 15.1.5 such Lessee’s Pro Rata Share Section 15.1.5. all out of all out-of-pocket costs and expenses (including reasonable attorneys’ ' fees and legal expenses) incurred by the Lessor, the Master Collateral Agent, the Trustee, the Qualified Intermediary Trustee or the Group IV Noteholders in connection with the administration, enforcement, waiver or amendment of this Lease Agreement and any other Related Documents, and all indemnification obligations of the Lessor under the Related Documents. Notwithstanding the foregoing, no Lessee shall have any duty to indemnify any Indemnified Person for any consequential or punitive damages or claims, demands, liabilities, costs, or expenses to the extent such claim, demand, liability, cost or expense arises out of or is due to such Indemnified Person’s 's gross negligence or willful misconductmisconduct [and a Lessee's indemnification obligation under Sections 15.1.4 and 15.1.5 shall be limited to such Lessee's Pro Rata Share of the aggregate amount required to be paid by the Lessees thereunder].

Indemnity of the Lessor. Each Lessee agrees to indemnify and hold harmless the Lessor and the Lessor’s directors, officers, agents and employees (collectively, together with the Persons subject to indemnity under Section 15.2, the “Indemnified Persons”) against any and all claims, demands and liabilities of whatsoever nature, and all costs and expenses, relating to or in any way arising out of: 15.1.1 the ordering, delivery, acquisition, title on acquisition, rejection, installation, possession, titling, retitling, registration, re-registration, custody by such Lessee of title and registration documents, use, non-use, misuse, operation, deficiency, defect, transportation, repair, control or disposition of any Vehicle leased hereunder or to be leased hereunder by such Lessee, including, without limitation, any such Vehicle subleased to a Franchisee of such Lessee and any of the foregoing actions, events or circumstances occurring or arising in connection with such subleasing, any related Lessee Agreement, any related Franchisee or any customer of any such related Franchisee. The foregoing shall include, without limitation, any claim by any third party against the Lessee Lessor for personal injury, property or other damages arising out of any of the foregoing with respect to any such Vehicles; 15.1.2 all (i) federal, state, county, municipal, foreign or other fees and taxes of any nature, including but not limited to license, qualification, registration, franchise, sales, use, gross receipts, ad valorem, business, property (real or personal), excise, motor vehicle, and occupation fees and taxes, and all federal, state, local and foreign income taxes (including any taxes payable by the Lessor as a result of its being a member of any group of corporations, including such Lessee, that file any tax returns on a consolidated or combined basis), and penalties and interest thereon, whether assessed, levied against or payable by the Lessor or otherwise, with respect to any Vehicle leased by such Lessee hereunder or the acquisition, purchase, sale, lease, sublease, rental, use, operation, control, ownership or disposition of any such Vehicle by any Person or measured in any way by the value thereof or by the business of, investment by, or ownership by the Lessor or such Lessee with respect thereto, and (ii) documentary, stamp, filing, recording, mortgage or other taxes, if any, which may be payable by the Lessor or such Lessee in connection with this Lease or the other Related Documents with respect to the Group VIII Series of Notes or the related Lessee Agreements and any penalties or interest with respect thereto; 15.1.3 any violation by such Lessee of this Lease or of any Related Documents with respect to the Group VIII Series of Notes or Lessee Agreements to which such Lessee is a party or by which it is bound or any laws, rules, regulations, orders, writs, injunctions, decrees, consents, approvals, exemptions, authorizations, authorizations and licenses and withholdings of objecting of any governmental or public body or authority and all other requirements having the force of law applicable at any time to any Vehicle Leased leased by such Lessee hereunder or any action or transaction by such Lessee with respect thereto or pursuant to this Lease; 15.1.4 such Lessee’s Pro Rata Share of all out-of-pocket costs of the Lessor (including the reasonable fees and out-of-pocket expenses of counsel for the Lessor) in connection with the execution, delivery and performance of this Lease and the other Related DocumentsDocuments with respect to the Group VIII Series of Notes, including, without limitation, overhead expenses and any and all fees of the Trustee, Paying Agent, Clearing Agencies, Qualified Intermediary and Master Collateral Agent, all fees payable in connection with any Enhancement, any and all fees of the Master Servicer or any Servicer under the each Group VIII Indenture, fees and costs of the Qualified Intermediary and in connection with the Escrow Account, and any underwriting or placement agency fees incurred in connection with the sale of any Notes included in the Group IV VIII Series of Notes, in each case to the extent allocable to this LeaseLease (as determined by the Master Servicer); and 15.1.5 such Lessee’s Pro Rata Share of all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses) incurred by the Lessor, the Master Collateral Agent, the Trustee, the Qualified Intermediary or the Group IV VIII Noteholders in connection with the administration, enforcement, waiver or amendment of this Lease and any other Related DocumentsDocuments with respect to the Group VIII Series of Notes, and all indemnification obligations of the Lessor under the such Related Documents. Notwithstanding the foregoing, no Lessee shall have any duty to indemnify any Indemnified Person for any consequential or punitive damages or claims, demands, liabilities, costs, or expenses to the extent such claim, demand, liability, cost or expense arises out of or is due to such Indemnified Person’s gross negligence or willful misconduct.

Indemnity of the Lessor. Each Lessee agrees to indemnify and hold harmless the Lessor and the Lessor’s directors, officers, agents and employees (collectively, together with the Persons subject to indemnity under Section 15.2, the “Indemnified Persons”) against any and all claims, demands and liabilities of whatsoever nature, and all costs and expenses, relating to or in any way arising out of: Section 15.1.1 the ordering, delivery, acquisition, title on acquisition, rejection, installation, possession, titling, retitling, registration, re-registration, custody by such Lessee of title and registration documents, use, non-use, misuse, operation, deficiency, defect, transportation, repair, control or disposition of any Vehicle leased hereunder or to be leased hereunder by such Lessee, including, without limitation, any such Vehicle subleased to a Franchisee of such Lessee and any of the foregoing actions, events or circumstances occurring or arising in connection with such subleasing, any related Lessee Agreement, any related Franchisee or any customer of any such related Franchisee. The foregoing shall include, without limitation, any claim by any third party against the Lessee for personal injury, property or other damages arising out of any of the foregoing with respect to any such Vehicles; 15.1.2 Section 15.1. 2 all (i) federal, state, county, municipal, foreign or other fees and taxes of any nature, including but not limited to license, qualification, registration, franchise, sales, use, gross receipts, ad valorem, business, property (real or personal), excise, motor vehicle, and occupation fees and taxes, and all federal, state, local and foreign income taxes (including any taxes payable by the Lessor as a result of its being a member of any group of corporations, including such Lessee, that file any tax returns on a consolidated or combined basis), and penalties and interest thereon, whether assessed, levied against or payable by the Lessor or otherwise, with respect to any Vehicle leased by such Lessee hereunder or the acquisition, purchase, sale, lease, sublease, rental, use, operation, control, ownership or disposition of any such Vehicle by any Person or measured in any way by the value thereof or by the business of, investment by, or ownership by the Lessor or such Lessee with respect thereto, and (ii) documentary, stamp, filing, recording, mortgage or other taxes, if any, which may be payable by the Lessor or such Lessee in connection with this Lease or the other Related Documents or the related Lessee Agreements and any penalties or interest with respect thereto; 15.1.3 any violation by such Lessee of this Lease or of any Related Documents or Lessee Agreements to which such Lessee is a party or by which it is bound or any laws, rules, regulations, orders, writs, injunctions, decrees, consents, approvals, exemptions, authorizations, licenses and withholdings of objecting of any governmental or public body or authority and all other requirements having the force of law applicable at any time to any Vehicle Leased by such Lessee hereunder or any action or transaction by such Lessee with respect thereto or pursuant to this Lease; 15.1.4 such Lessee’s Pro Rata Share of all out-of-pocket costs of the Lessor (including the reasonable fees and out-of-pocket expenses of counsel for the Lessor) in connection with the execution, delivery and performance of this Lease and the other Related Documents, including, without limitation, overhead expenses and any and all fees of the Trustee, Paying Agent, Clearing Agencies, Qualified Intermediary and Master Collateral Agent, all fees payable in connection with any Enhancement, any and all fees of the Master Servicer or any Servicer under the Indenture, fees and costs of the Qualified Intermediary and in connection with the Escrow Account, and any underwriting or placement agency fees incurred in connection with the sale of any Notes included in the Group IV Series of Notes, in each case to the extent allocable to this Lease; and 15.1.5 such Lessee’s Pro Rata Share of all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses) incurred by the Lessor, the Master Collateral Agent, the Trustee, the Qualified Intermediary or the Group IV Noteholders in connection with the administration, enforcement, waiver or amendment of this Lease and any other Related Documents, and all indemnification obligations of the Lessor under the Related Documents. Notwithstanding the foregoing, no Lessee shall have any duty to indemnify any Indemnified Person for any consequential or punitive damages or claims, demands, liabilities, costs, or expenses to the extent such claim, demand, liability, cost or expense arises out of or is due to such Indemnified Person’s gross negligence or willful misconduct.

Indemnity of the Lessor. Each The Lessee agrees to indemnify and hold harmless the Lessor and the Lessor’s 's directors, officers, agents and employees (collectively, together with the Persons subject to indemnity under Section 15.2, the “"Indemnified Persons”") against any and all claims, demands and liabilities of whatsoever nature, and all costs and expenses, relating to or in any way arising out of: 15.1.1 Section 15.1.1. the ordering, delivery, acquisition, title on acquisition, rejection, installation, possession, titling, retitling, registration, re-registration, custody by such the Lessee of title and registration documents, use, non-use, misuse, operation, deficiency, defect, transportation, repair, control or disposition of any Vehicle leased hereunder or to be leased hereunder by such Lesseehereunder, including, without limitation, any such Vehicle subleased to a Franchisee of such Lessee and any of the foregoing actions, events or circumstances occurring or arising in connection with such subleasing, any related Lessee Agreement, any related Franchisee or any customer of any such related Franchisee. The foregoing shall include, without limitation, any claim by liability (or any alleged liability) of the Lessor to any third party against the Lessee for personal injury, property or other damages arising out of any of the foregoing with respect to any foregoing, including, without limitation, all legal fees, costs and disbursements arising out of such Vehiclesliability (or alleged liability); 15.1.2 Section 15.1.2. all (i) federal, state, county, municipal, foreign or other fees and taxes of any whatsoever nature, including but not limited to license, qualification, registration, franchise, sales, use, gross receipts, ad valorem, business, property (real or personal), excise, motor vehicle, and occupation fees and taxes, and all federal, state, local and foreign income taxes (including any taxes payable by the Lessor as a result of its being a member of any group of corporations, corporations including such Lessee, the Lessee that file any tax returns on a consolidated or combined basis), and penalties and interest thereon, whether assessed, levied against or payable by the Lessor or otherwise, with respect to any Vehicle leased by such Lessee hereunder or the acquisition, purchase, sale, lease, sublease, rental, use, operation, control, ownership or disposition of any such Vehicle by any Person or measured in any way by the value thereof or by the business of, investment by, or ownership by the Lessor or such the Lessee with respect thereto, and (ii) documentary, stamp, filing, recording, mortgage or other taxes, if any, which may be payable by the Lessor or such the Lessee in connection with this Lease Agreement or the other Related Documents or the related Lessee Agreements and any penalties or interest with respect thereto; 15.1.3 Section 15.1.3. any violation by such the Lessee of this Lease Agreement or of any Related Documents or Lessee Agreements to which such the Lessee is a party or by which it is bound or any laws, rules, regulations, orders, writs, injunctions, decrees, consents, approvals, exemptions, authorizations, licenses and withholdings of objecting of any governmental or public body or authority and all other requirements having the force of law applicable at any time to any Vehicle Leased by such Lessee hereunder or any action or transaction by such the Lessee with respect thereto or pursuant to this LeaseAgreement; 15.1.4 such Lessee’s Pro Rata Share Section 15.1.4. all out of all out-of-pocket costs of the Lessor (including including, to the reasonable extent not satisfied by the Initial Purchasers, the fees and out-of-out of pocket expenses of counsel for the Lessor) in connection with the execution, delivery and performance of this Lease Agreement and the other Related Documents, including, without limitation, overhead expenses and any and all fees of the Trustee, Paying Agent, Clearing Agencies, Qualified Intermediary Agencies and Master Collateral Agent, all fees payable in connection with any Enhancement, any and all fees of the Master Servicer or any Servicer under the Indenture, fees and costs of payable to the Qualified Intermediary and in connection with the Escrow Account, Rating Agencies and any underwriting or placement agency fees incurred in connection with the sale of any Notes included in the Group IV Series Notes; Section 15.1.5. all out of Notes, in each case to the extent allocable to this Lease; and 15.1.5 such Lessee’s Pro Rata Share of all out-of-pocket costs and expenses (including reasonable attorneys’ ' fees and legal expenses) incurred by the Lessor, the Master Collateral Agent, the Trustee, the Qualified Intermediary Trustee or the Group IV Noteholders in connection with the administration, enforcement, waiver or amendment of this Lease Agreement and any other Related Documents, and all indemnification obligations of the Lessor under the Related Documents. ; and Notwithstanding the foregoing, no the Lessee shall have any no duty to indemnify any Indemnified Person for any consequential or punitive damages or claims, demands, liabilities, costs, or expenses to the extent such claim, demand, liability, cost or expense arises out of or is due to such Indemnified Person’s 's gross negligence or willful misconduct.

Indemnity of the Lessor. Each The Lessee agrees to indemnify ----------------------- and hold harmless the Lessor and the Lessor’s its directors, officers, agents agents, employees and employees representatives (collectively, together with the Persons subject to indemnity under Section 15.2, the “"Lessor Indemnified Persons”") against any and -------------------------- all claims, demands demands, actions, causes of action, losses, costs, liabilities and liabilities damages of whatsoever any nature, and all costs and expensesexpenses incurred in connection therewith (including reasonable fees and disbursements of counsel), relating to or in any way arising out of: 15.1.1 Section 13.1.1 any acts by the Lessee relating to the ordering, delivery, acquisition, title on acquisition, rejection, installation, possession, titling, retitling, registration, re-registration, custody by such the Lessee of title and registration documents, ; the use, non-usenonuse, misuse, operation, leasing, deficiency, defect, transportation, repair, maintenance, control or disposition of any Vehicle leased hereunder or to be leased hereunder by such Lesseehereunder; the foregoing shall include, any liability (or any alleged liability) of the Lessor to any third party arising out of any of the foregoing, including, without limitation, any such Vehicle subleased to a Franchisee of such Lessee all legal fees, costs and any of the foregoing actions, events or circumstances occurring or arising in connection with such subleasing, any related Lessee Agreement, any related Franchisee or any customer of any such related Franchisee. The foregoing shall include, without limitation, any claim by any third party against the Lessee for personal injury, property or other damages disbursements arising out of any of the foregoing with respect to any such Vehiclesliability (or alleged liability); 15.1.2 Section 13.1. 2 . all (i) federal, state, county, municipal, foreign or other fees and taxes of any whatever nature, other than income taxes, relating to use of the Vehicles levied or payable during the term of the Lease, including but not limited to license, qualification, registration, franchise, sales, use, gross receipts, ad valorem, business, property (real or personal), excise, motor vehicle, and occupation fees and taxes, and all federal, state, local and foreign income taxes (including any taxes payable by the Lessor as a result of its being a member of any group of corporations, including such Lessee, that file any tax returns on a consolidated or combined basis), and penalties and interest thereon, whether assessed, levied against or payable by the Lessor or otherwise, with respect to any Vehicle leased by such Lessee hereunder or the acquisition, purchase, salesale (if conducted by Lessee), lease, sublease, rental, use, operation, control, ownership operation or control (but not disposition at the Vehicle Lease Expiration Date) of any such Vehicle by any Person or measured in any way by the value thereof or by the business of, investment by, or ownership by the Lessor or such the Lessee with respect thereto, (ii) federal, state, local and foreign income taxes and penalties and interest thereon, whether assessed, levied against or payable by the Lessor or otherwise as a result of its being a member of any group of corporations including the Lessee that files any tax returns on a consolidated or combined basis, and (iiiii) documentary, stamp, filing, recording, mortgage or other taxes (other than income taxes), if any, which may be payable by the Lessee, the Lessor or such Lessee any other Lessor Indemnified Person in connection with the execution, delivery, recording or filing of this Lease Agreement or the other Related Documents or the related Lessee Agreements and any penalties or interest with respect thereto; 15.1.3 any violation by such Lessee of this Lease or of any Related Documents or Lessee Agreements to which such Lessee is a party or by which it is bound or any laws, rules, regulations, orders, writs, injunctions, decrees, consents, approvals, exemptions, authorizations, licenses and withholdings of objecting of any governmental or public body or authority and all other requirements having the force of law applicable at any time to any Vehicle Leased by such Lessee hereunder or any action or transaction by such Lessee with respect thereto or pursuant to this Lease; 15.1.4 such Lessee’s Pro Rata Share of all out-of-pocket costs of the Lessor (including the reasonable fees and out-of-pocket expenses of counsel for the Lessor) in connection with the execution, delivery and performance of this Lease and the other Related Documents, including, without limitation, overhead expenses and any and all fees of the Trustee, Paying Agent, Clearing Agencies, Qualified Intermediary and Master Collateral Agent, all fees payable in connection with any Enhancement, any and all fees of the Master Servicer or any Servicer under the Indenture, fees and costs of the Qualified Intermediary and in connection with the Escrow Account, and any underwriting or placement agency fees incurred in connection with the sale of any Notes included in the Group IV Series of Notes, in each case to the extent allocable to this Lease; and 15.1.5 such Lessee’s Pro Rata Share of all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses) incurred by the Lessor, the Master Collateral Agent, the Trustee, the Qualified Intermediary or the Group IV Noteholders in connection with the administration, enforcement, waiver or amendment of this Lease and any other Related Documents, and all indemnification obligations of the Lessor under the Related Documents. Notwithstanding the foregoing, no Lessee shall have any duty to indemnify any Indemnified Person for any consequential or punitive damages or claims, demands, liabilities, costs, or expenses to the extent such claim, demand, liability, cost or expense arises out of or is due to such Indemnified Person’s gross negligence or willful misconduct.

Indemnity of the Lessor. Each The Lessee agrees to indemnify and hold harmless the Lessor and the Lessor’s 's directors, officers, agents and employees (collectively, together with the Persons subject to indemnity under Section 15.2, the “"Indemnified Persons”") against any and all claims, demands and liabilities of whatsoever nature, and all costs and expenses, relating to co or in any way arising out of: 15.1.1 Section 15.1.1. the ordering, delivery, acquisition, title on acquisition, rejection, installation, possession, titling, retitling, registration, re-registration, custody by such the Lessee of title and registration documents, use, non-usenonuse, misuse, operation, deficiency, defect, transportation, repair, control or disposition of any Vehicle leased hereunder or to be leased hereunder by such Lesseehereunder, including, without limitation, any such Vehicle subleased to a Franchisee of such Lessee and any of the foregoing actions, events or circumstances occurring or arising in connection with such subleasing, any related Lessee Agreement, any related Franchisee or any customer of any such related Franchisee. The foregoing shall include, without limitation, any claim by liability (or any alleged liability) of the Lessor to any third party against the Lessee for personal injury, property or other damages arising out of any of the foregoing with respect to any foregoing, including, without limitation, all legal fees, costs and disbursements arising out of such Vehiclesliability (or alleged liability); 15.1.2 Section 15.1.2. all (i) federal, state, county, municipal, foreign or other fees and taxes of any naturewhatsoever nature other than income taxes, including but not limited to license, qualification, registration, franchise, sales, use, gross receipts, ad valorem, business, property (real or personal), excise, motor vehicle, and occupation fees and taxes, and all federal, state, local and foreign income taxes (including any taxes payable by the Lessor as a result of its being a member of any group of corporations, including such Lessee, that file any tax returns on a consolidated or combined basis), and penalties and interest thereon, whether assessed, levied against or payable by the Lessor or otherwise, with respect to any Vehicle leased by such Lessee hereunder or the acquisition, purchase, sale, lease, sublease, rental, use, operation, control, ownership or disposition of any such Vehicle by any Person or measured in any way by the value thereof or by the business of, investment by, or ownership by the Lessor or such the Lessee with respect thereto, (ii) all federal, state, local and foreign income taxes and penalties and interest thereon, whether assessed, levied against or payable by the Lessor or otherwise as a result of its being a member of any group of corporations including the Lessee that file any tax returns on a consolidated or combined basis, and (iiiii) documentary, stamp, filing, recording, mortgage or other taxes, if any, which may be payable by the Lessor or such the Lessee in connection with this Lease or Agreement, the other Related Documents or the related Lessee Agreements and any penalties or interest with respect thereto; 15.1.3 Section 15.1.3. any violation by such the Lessee of this Lease Agreement or of any Related Documents or Lessee Agreements to which such the Lessee is a party or by which it is bound or any laws, rules, regulations, orders, writs, injunctions, decrees, consents, approvals, exemptions, authorizations, licenses and withholdings of objecting objection of any governmental or public body or authority and all other requirements having the force of law applicable at any time to any Vehicle Leased by such Lessee hereunder or any action or transaction by such the Lessee with respect thereto or pursuant to this LeaseAgreement; 15.1.4 such Lessee’s Pro Rata Share Section 15.1.4. all reasonable out of all out-of-pocket costs and expenses of the Lessor (including the reasonable fees and out-of-pocket expenses disbursements of counsel for the Lessor) in connection with the preparation, execution, delivery and performance of this Lease Agreement and the other Related Documents, including, without limitation, overhead expenses and any and all fees of the Trustee, Paying Agent, Clearing Agencies, Qualified Intermediary Agencies and Master Collateral Agent, all fees payable in connection with any Enhancement, any and all fees of the Master Servicer or any Servicer under the Indenture, fees and costs of the Qualified Intermediary and in connection with the Escrow Account, payable to Rating Agencies and any underwriting or placement agency fees incurred in connection with the sale of any Notes included in the Group IV Series Notes; Section 15.1.5. all reasonable out of Notes, in each case to the extent allocable to this Lease; and 15.1.5 such Lessee’s Pro Rata Share of all out-of-pocket costs and expenses (including reasonable attorneys’ ' fees and legal expenses) incurred by the Lessor, Lessor and the Master Collateral Agent, the Trustee, the Qualified Intermediary Trustee or the Group IV Noteholders in connection with the administration, enforcement, waiver or amendment of this Lease Agreement and any other Related Documents, and all indemnification obligations of the Lessor under the Related Documents. ; and Notwithstanding the foregoing, no the Lessee shall have any no duty to indemnify any Indemnified Person for any consequential or punitive damages or claims, demands, liabilities, costs, or expenses to the extent such claim, demand, liability, cost or expense arises out of or is due to such Indemnified Person’s gross 's negligence or willful misconduct.

Indemnity of the Lessor. Each Lessee agrees to indemnify and hold harmless the Lessor and the Lessor’s 's directors, officers, agents and employees (collectively, together with the Persons subject to indemnity under Section 15.2, the “"Indemnified Persons”") against any and all claims, demands and liabilities of whatsoever nature, and all costs and expenses, relating to or in any way arising out of: 15.1.1 the ordering, delivery, acquisition, title on acquisition, rejection, installation, possession, titling, retitling, registration, re-registration, custody by such Lessee of title and registration documents, use, non-use, misuse, operation, deficiency, defect, transportation, repair, control or disposition of any Vehicle leased hereunder or to be leased hereunder by such Lessee, including, without limitation, any such Vehicle subleased to a Franchisee of such Lessee and any of the foregoing actions, events or circumstances occurring or arising in connection with such subleasing, any related Lessee Agreement, any related Franchisee or any customer of any such related Franchisee. The foregoing shall include, without limitation, any claim by any third party against the Lessee for personal injury, property or other damages arising out of any of the foregoing with respect to any such Vehicles; 15.1.2 all (i) federal, state, county, municipal, foreign or other fees and taxes of any nature, including but not limited to license, qualification, registration, franchise, sales, use, gross receipts, ad valorem, business, property (real or personal), excise, motor vehicle, and occupation fees and taxes, and all federal, state, local and foreign income taxes (including any taxes payable by the Lessor as a result of its being a member of any group of corporations, including such Lessee, that file any tax returns on a consolidated or combined basis), and penalties and interest thereon, whether assessed, levied against or payable by the Lessor or otherwise, with respect to any Vehicle leased by such Lessee hereunder or the acquisition, purchase, sale, lease, sublease, rental, use, operation, control, ownership or disposition of any such Vehicle by any Person or measured in any way by the value thereof or by the business of, investment by, or ownership by the Lessor or such Lessee with respect thereto, and (ii) documentary, stamp, filing, recording, mortgage or other taxes, if any, which may be payable by the Lessor or such Lessee in connection with this Lease or the other Related Documents or the related Lessee Agreements and any penalties or interest with respect thereto; 15.1.3 any violation by such Lessee of this Lease or of any Related Documents or Lessee Agreements to which such Lessee is a party or by which it is bound or any laws, rules, regulations, orders, writs, injunctions, decrees, consents, approvals, exemptions, authorizations, licenses and withholdings of objecting of any governmental or public body or authority and all other requirements having the force of law applicable at any time to any Vehicle Leased by such Lessee hereunder or any action or transaction by such Lessee with respect thereto or pursuant to this Lease; 15.1.4 such Lessee’s 's Pro Rata Share of all out-of-pocket costs of the Lessor (including the reasonable fees and out-of-pocket expenses of counsel for the Lessor) in connection with the execution, delivery and performance of this Lease and the other Related Documents, including, without limitation, overhead expenses and any and all fees of the Trustee, Paying Agent, Clearing Agencies, Qualified Intermediary and Master Collateral Agent, all fees payable in connection with any Enhancement, any and all fees of the Master Servicer or any Servicer under the Indenture, fees and costs of the Qualified Intermediary and in connection with the Escrow Account, and any underwriting or placement agency fees incurred in connection with the sale of any Notes included in the Group IV III Series of Notes, in each case to the extent allocable to this Lease; and 15.1.5 such Lessee’s 's Pro Rata Share of all out-of-pocket costs and expenses (including reasonable attorneys’ ' fees and legal expenses) incurred by the Lessor, the Master Collateral Agent, the Trustee, the Qualified Intermediary or the Group IV III Noteholders in connection with the administration, enforcement, waiver or amendment of this Lease and any other Related Documents, and all indemnification obligations of the Lessor under the Related Documents. Notwithstanding the foregoing, no Lessee shall have any duty to indemnify any Indemnified Person for any consequential or punitive damages or claims, demands, liabilities, costs, or expenses to the extent such claim, demand, liability, cost or expense arises out of or is due to such Indemnified Person’s 's gross negligence or willful misconduct.