Common use of Originators’ Indemnity Clause in Contracts

Originators’ Indemnity. Without limiting any other rights any Person may have hereunder or under applicable law, each Originator, jointly and severally, hereby indemnifies and holds harmless Buyer and its officers, directors, agents and employees (each an "Indemnified Party") from and against any and all damages, losses, claims, liabilities, penalties, Taxes, costs and expenses (including reasonable attorneys' fees and court costs actually incurred) (all of the foregoing collectively, the "Indemnified Losses") at any time imposed on or incurred by any Indemnified Party arising out of or otherwise relating to any Transaction Document, the transactions contemplated thereby, or any action taken or omitted by any of the Indemnified Parties, whether arising by reason of the acts to be performed by such Originator hereunder or otherwise, excluding only Indemnified Losses ("Excluded Losses") to the extent (a) a final judgment of a court of competent jurisdiction holds such Indemnified Losses resulted solely from gross negligence or willful misconduct of the Indemnified Party seeking indemnification, (b) solely due to the credit risk or financial inability to pay of the Obligor and for which reimbursement would constitute recourse to such Originator or the Collection Agent for uncollected or uncollectible Receivables or (c) such Indemnified Losses include Taxes on, or measured by, the overall net income or gross receipts of the Buyer. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (a), (b) and (c) of the previous sentence, each Originator, jointly and severally, shall indemnify each Indemnified Party for Indemnified Losses relating to or resulting from:

Originators’ Indemnity. Without limiting any other rights any Person may have hereunder or under applicable law, each Originator, jointly and severally, Originator hereby indemnifies and holds harmless Buyer and its officers, directorsmanagers, agents and employees (each an "Indemnified Party") from and against any and all damages, losses, claims, liabilities, penalties, Taxes, costs and expenses (including reasonable attorneys' fees and court costs actually incurred) (all of the foregoing collectively, the "Indemnified Losses") at any time imposed on or incurred by any Indemnified Party arising out of or otherwise relating to any Transaction Document, the transactions contemplated thereby, or any action taken or omitted by any of the Indemnified Parties, whether arising by reason of the acts to be performed by such Originator hereunder or otherwise, excluding only Indemnified Losses ("Excluded Losses") to the extent (a) a final judgment of a court of competent jurisdiction holds such Indemnified Losses resulted solely from gross negligence or willful misconduct of the Indemnified Party seeking indemnification, (b) solely due to the credit risk or financial inability to pay of the Obligor and for which reimbursement would constitute recourse to such Originator or the Collection Agent for uncollected or uncollectible Receivables or (c) such Indemnified Losses include Taxes on, or measured by, the overall net income or gross receipts of the Buyer. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (a), (b) and (c) of the previous sentence, each Originator, jointly and severally, Originator shall indemnify each Indemnified Party for Indemnified Losses relating to or resulting from:

Originators’ Indemnity. Without limiting any other rights any Person may have hereunder or under applicable law, each Originator, jointly and severally, hereby indemnifies and holds harmless Buyer and its officers, directors, agents and employees (each an "“Indemnified Party"”) from and against any and all damages, losses, claims, liabilities, penalties, Taxes, costs and expenses (including reasonable attorneys' ’ fees and court costs actually incurred) (all of the foregoing collectively, the "“Indemnified Losses"”) at any time imposed on or incurred by any Indemnified Party arising out of or otherwise relating to any Transaction Document, the transactions contemplated thereby, or any action taken or omitted by any of the Indemnified Parties, whether arising by reason of the acts to be performed by such Originator hereunder or otherwise, excluding only Indemnified Losses ("“Excluded Losses"”) to the extent (a) a final judgment of a court of competent jurisdiction holds such Indemnified Losses resulted solely from gross negligence or willful misconduct of the Indemnified Party seeking indemnification, (b) solely due to the credit risk or financial inability to pay of the Obligor and for which reimbursement would constitute recourse to such Originator or the Collection Agent for uncollected or uncollectible Receivables or (c) such Indemnified Losses include Taxes on, or measured by, the overall net income or gross receipts of the Buyer. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (a), (b) and (c) of the previous sentence, each Originator, jointly and severally, shall indemnify each Indemnified Party for Indemnified Losses relating to or resulting from:

Originators’ Indemnity. Without limiting any other rights any Person may have hereunder or under applicable law, each Originator, jointly and severally, Originator hereby indemnifies and holds harmless Buyer and its officers, directorsmanagers, agents and employees (each an "Indemnified PartyINDEMNIFIED PARTY") from and against any and all damages, losses, claims, liabilities, penalties, Taxes, costs and expenses (including reasonable attorneys' fees and court costs actually incurred) (all of the foregoing collectively, the "Indemnified LossesINDEMNIFIED LOSSES") at any time imposed on or incurred by any Indemnified Party arising out of or otherwise relating to any Transaction Document, the transactions contemplated thereby, or any action taken or omitted by any of the Indemnified Parties, whether arising by reason of the acts to be performed by such Originator hereunder or otherwise, excluding only Indemnified Losses ("Excluded LossesEXCLUDED LOSSES") to the extent (a) a final judgment of a court of competent jurisdiction holds such Indemnified Losses resulted solely from gross negligence or willful misconduct of the Indemnified Party seeking indemnification, (b) solely due to the credit risk or financial inability to pay of the Obligor and for which reimbursement would constitute recourse to such Originator or the Collection Agent for uncollected or uncollectible Receivables or (c) such Indemnified Losses include Taxes on, or measured by, the overall net income or gross receipts of the Buyer. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (a), (b) and (c) of the previous sentence, each Originator, jointly and severally, Originator shall indemnify each Indemnified Party for Indemnified Losses relating to or resulting from:

Originators’ Indemnity. Without limiting any other rights any Person may have hereunder or under applicable law, each Originator, jointly and severally, hereby indemnifies and holds harmless Buyer and its officers, directors, agents and employees (each an "Indemnified Party") from and against any and all damages, losses, claims, liabilities, penalties, Taxes, costs and expenses (including reasonable attorneys' fees and court costs actually incurred) (all of the foregoing collectively, the "Indemnified Losses") at any time imposed on or incurred by any Indemnified Party arising out of or otherwise relating to any Transaction Document, the transactions contemplated thereby, or any action taken or omitted by any of the Indemnified Parties, whether arising by reason of the acts to be performed by such Originator hereunder or otherwise, excluding only Indemnified Losses ("Excluded Losses") to the extent (a) a final judgment of a court of competent jurisdiction holds such Indemnified Losses resulted solely from gross negligence or willful misconduct of the Indemnified Party seeking indemnification, (b) solely due to the credit risk or financial inability to pay of the Obligor and for which reimbursement would constitute recourse to such Originator or the Collection Agent for uncollected or uncollectible Receivables or Receivables, and (c) such Indemnified Losses include Taxes on, or measured by, the overall net income or gross receipts of the BuyerBuyer or any of its assignees. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (a), (b) and (c) of the previous sentence, each Originator, jointly and severally, shall indemnify each Indemnified Party for Indemnified Losses relating to or resulting from:

Originators’ Indemnity. (a) Without limiting any other rights any Person may have hereunder or under applicable law, each Originator, jointly and severally, hereby indemnifies and holds harmless that the Buyer and its respective assigns, officers, directors, agents and employees (each each, an "“Indemnified Party"”) may have hereunder or under Applicable Law, each Originator hereby agrees to indemnify each Indemnified Party from and against any and all damages, losses, claims, liabilities, penalties, Taxes, costs losses and expenses liabilities (including reasonable attorneys' fees and court costs actually incurredAttorney Costs) (all of the foregoing collectively, the "being collectively referred to as “Originator Indemnified Losses"Amounts”) at any time imposed on or incurred by any Indemnified Party arising out of or otherwise relating resulting from this Agreement or any other Transaction Document to any Transaction Documentwhich such Originator is a party, the transactions contemplated therebyhereby, or any action taken or omitted by any of the Indemnified Parties, whether arising by reason of the acts to be performed by such Originator the Originators hereunder or otherwise; excluding, excluding only however, (x) Originator Indemnified Losses Amounts ("Excluded Losses"i) to the extent (a) a final judgment of a court of competent jurisdiction holds that such Originator Indemnified Losses Amounts resulted solely primarily from the gross negligence or willful misconduct of by the Indemnified Party seeking indemnification, indemnification or a material breach by such Indemnified Party (bunless the applicable Indemnified Party that is negligent or breaches its obligations is an Affiliate of the Originator) solely of its obligations under any Transaction Document and (ii) to the extent such Originator Indemnified Amounts arise due to the credit risk of an Obligor or financial inability are otherwise related to an Obligor’s failure to pay in accordance with the related Receivables (other than any loss based on (A) (1) a failure to pay as a result of any failure by any Originator to comply with any terms of the Obligor and for which reimbursement would constitute recourse related Contract, (2) the unenforceability of the Receivable or the related Contract in accordance with their respective terms, or (3) the failure of any Originator to comply with applicable law or regulation with respect to the Receivable or the related Contract or (B) a breach of a representation or warranty that any such Receivable was an Eligible Receivable when sold by such Originator or the Collection Agent for uncollected or uncollectible Receivables or hereunder (c) if so represented at such Indemnified Losses include Taxes on, or measured by, the overall net income or gross receipts of the Buyer. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (atime), (beach of which shall be an Originator Indemnified Amount hereunder) and (c) of the previous sentence, each Originator, jointly and severally, shall indemnify each Indemnified Party for Indemnified Losses relating to or resulting from:y)

Originators’ Indemnity. Without limiting any other rights any Person may have hereunder Each Originator hereby agrees, on a several (and not joint or under applicable lawjoint and several) basis, each Originator, jointly to indemnify and severally, hereby indemnifies and holds hold harmless Buyer the Company and its officers, directors, agents agents, representatives, shareholders, counsel and employees and each of their respective Affiliates, successors and assigns and all other Affected Parties (each each, an "“Originator Indemnified Party"”) from and against any and all damages, claims, losses, claimscosts, liabilitiesexpenses and liabilities (including reasonable and documented attorneys’ fees and expenses) (all of the foregoing being collectively referred to as “Indemnified Amounts”) incurred by any such Originator Indemnified Party arising out of or resulting from or related to this Agreement or any other Transaction Document or any of the transactions contemplated by any of the foregoing (to the extent any such Indemnified Amounts are attributed to such Originator or otherwise arise out of or result from or relate to the Pool Assets originated by such Originator) or the ownership, penaltiesmaintenance or funding, directly or indirectly, of the Pool Assets (or any of them) sold by such Originator or otherwise arising out of or resulting from the actions or inactions of such Originator, including any of the following: (i) any representation or warranty made or deemed made by such Originator (or any of its officers) under or in connection with this Agreement or any other Transaction Document which shall have been incorrect when made; (ii) the failure by such Originator to perform any of its covenants or obligations under any Transaction Document; (iii) the failure by such Originator or any Pool Asset originated by such Originator or the related Receivable Documentation or Loan Documents, as applicable, to comply with any Applicable Law; (iv) the failure to vest in the Company ownership of each Pool Asset sold by such Originator and all Collections in respect thereof, and a first priority perfected security interest (within the meaning of the UCC) in, each Pool Receivable sold by such Originator and all Collections in respect thereof, in each case, free and clear of any Adverse Claim; (v) any dispute, Dilution or any other claim by any Account Debtor or Obligor, as applicable, or any Affiliate or assignee thereof resulting from the services performed or merchandise furnished in connection with any Pool Asset originated by such Originator or the furnishing or failure to furnish such services or merchandise or relating to collection activities with respect to any Pool Asset originated by such Originator; (vi) any suit or claim related to any Pool Asset originated by such Originator, any related Receivable Documentation or Loan Documents, as applicable, or, to the extent attributed to or otherwise relating to such Originator, any Transaction Document (other than any such suit or claim that arises as a result of the failure of any Account Debtor or Obligor, as applicable, to pay any sum due under its Pool Asset by reason of the financial or credit condition of such Account Debtor or Obligor, as applicable (including the occurrence of an Insolvency Event with respect to the applicable Account Debtor or Obligor)); (vii) the failure of such Originator to notify any Account Debtor or Obligor, as applicable, of the sale of the Pool Assets (x) by such Originator to the Company pursuant to this Agreement or (y) by the Company to the Administrative Agent (on behalf of Purchasers) pursuant to the Receivables Purchase Agreement; (viii) the commingling by such Originator or any of its Affiliates of Collections at any time with other funds of such Originator or any other Person; (ix) the failure to file, or any delay in filing of, financing statements or other similar instruments or documents under the UCC of any applicable jurisdictions or under any other Applicable Laws with respect to any Pool Asset at the time of purchase or acquisition; (x) any loss arising, directly or indirectly, as a result of the imposition of sales or similar transfer type taxes or the failure by any Originator to timely collect and remit to the appropriate authority any such taxes; (xi) the failure by an Originator to comply with the “bulk sales” or analogous laws of any jurisdiction; (xii) any Taxes (other than Excluded Taxes) imposed upon any Originator Indemnified Party or upon or with respect to the Pool Assets, all interest and penalties thereon or with respect thereto, and all costs and expenses related thereto or arising therefrom, including the fees and expenses of counsel in defending the same; (xiii) the ownership, delivery, non-delivery, possession, design, construction, use, maintenance, transportation, performance (whether or not according to specifications), operation (including the failure to operate or faulty operation), condition, return, sale, repossession or other disposition or safety of any Related Assets (including claims for patent, trademark, or copyright infringement and claims for injury to persons or property, liability principles, or otherwise, and claims of breach of warranty, whether express or implied); (xiv) the violation or breach by any Originator or any of their respective Affiliates of any confidentiality provision, or of any similar covenant of non-disclosure, or any other Indemnified Amount with respect to or resulting from any such violation or breach; or (xv) any civil penalty or fine assessed by OFAC or any other Governmental Authority administering any Anti-Terrorism Law, Anti-Corruption Law or Sanctions, and all reasonable costs and expenses (including reasonable attorneys' documented legal fees and court costs actually incurreddisbursements) (incurred in connection with defense thereof by, any Originator Indemnified Party in connection with the Transaction Documents as a result of any action of such Originator or any of its respective Affiliates; provided, however, that in all of events there shall be excluded from the foregoing collectivelyindemnification any damages, the "Indemnified Losses") at any time imposed on claims, losses, costs, expenses or incurred by any Indemnified Party arising out of or otherwise relating to any Transaction Document, the transactions contemplated thereby, or any action taken or omitted by any of the Indemnified Parties, whether arising by reason of the acts to be performed by such Originator hereunder or otherwise, excluding only Indemnified Losses ("Excluded Losses") liabilities to the extent resulting from (ax) a final judgment of a court of competent jurisdiction holds such Indemnified Losses resulted solely from the gross negligence or willful misconduct of the Administrative Agent, its officers, directors, agents, representatives, shareholders, counsel or employees or any of their respective Affiliates, successors and permitted assigns, as determined in a final non-appealable judgment by a court of competent jurisdiction or (y) the failure of an Account Debtor or Obligor, as applicable, to pay any sum due under its Assets by reason of the financial or credit condition of such Account Debtor or Obligor (including the occurrence of an Insolvency Event with respect to the applicable Account Debtor or Obligor). Any amount due and payable pursuant to this Section 7.1 shall be paid to the applicable Originator Indemnified Party seeking indemnification, in immediately available funds by no later than the tenth (b10th) solely due to the credit risk or financial inability to pay of the Obligor and for which reimbursement would constitute recourse to Business Day following demand therefor by such Originator or the Collection Agent for uncollected or uncollectible Receivables or (c) such Indemnified Losses include Taxes on, or measured by, the overall net income or gross receipts of the Buyer. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (a), (b) and (c) of the previous sentence, each Originator, jointly and severally, shall indemnify each Indemnified Party for Indemnified Losses relating to or resulting from:Party.

Originators’ Indemnity. Without limiting any other rights any Person the Buyer and its assigns, officers, managers, agents and employees may have hereunder or under applicable law, each Originator, jointly and severally, Originator hereby indemnifies and holds harmless the Buyer and its assigns and its officers, directorsmanagers, agents and employees (each an "“Indemnified Party"”) from and against any and all damages, losses, claims, liabilities, penalties, Taxes, costs and expenses and for all other amounts payable (including reasonable attorneys' ’ fees and court costs actually incurred) (all of the foregoing collectively, the "“Indemnified Losses"”) at any time imposed on or incurred by any Indemnified Party arising out of or otherwise relating to any Transaction Documentresulting from this Agreement, the transactions contemplated therebyhereby, or any action taken or omitted by any of the Indemnified Parties, whether arising by reason of the acts to be performed by such Originator the Originators hereunder or otherwise, excluding only Indemnified Losses ("“Excluded Losses"”) to the extent (a) a final non-appealable judgment of a court of competent jurisdiction holds that such Indemnified Losses resulted solely from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification, indemnification or a material breach by such Indemnified Party (unless the applicable Indemnified Party that is negligent or breaches its obligations is an Affiliate of the Originator) of its obligations under any Transaction Document; (b) solely due the same includes losses (including diminution in value) in respect of Purchased Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor or otherwise related to an Obligor’s failure to pay in accordance with the related Receivables (other than any loss based on (x) (1) a failure to pay as a result of any failure by any Originator to comply with any terms of the related Contract, (2) the unenforceability of the Receivable or the related Contract in accordance with their respective terms, or (3) the failure of any Originator to comply with applicable law or regulation with respect to the credit risk Receivable or financial inability to pay the related Contract or (y) a breach of the Obligor and for which reimbursement would constitute recourse to a representation or warranty that any such Receivable was an Eligible Receivable when sold by such Originator or the Collection Agent for uncollected or uncollectible Receivables hereunder (if so represented at such time), each of which shall be an Indemnified Loss hereunder); or (c) such Indemnified Losses include Taxes ontaxes imposed by the United States, the Indemnified Party’s jurisdiction of organization (or in the case of an individual, his or her jurisdiction of primary residence) or any other jurisdiction in which such Indemnified Party has established a taxable nexus other than in connection with the transactions contemplated hereby, on or measured by, by the overall net income or gross receipts of such Indemnified Party to the Buyerextent that the computation of such taxes is consistent with the characterization for tax purposes of the acquisition by the Buyer of an ownership interest in the Sold Assets. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (a), (b) and (c) of the previous sentence, each Originator, jointly and severally, Originator shall indemnify each Indemnified Party for Indemnified Losses relating to arising out of or resulting from:

Originators’ Indemnity. Without limiting any other rights any Person the Buyer and its assigns, officers, managers, agents and employees may have hereunder or under applicable law, each Originator, jointly and severally, the Originator hereby indemnifies and holds harmless the Buyer and its assigns and its officers, directorsmanagers, agents and employees (each an "“Indemnified Party"”) from and against any and all damages, losses, claims, liabilities, penalties, Taxes, costs and expenses and for all other amounts payable (including reasonable attorneys' ’ fees and court costs actually incurred) (all of the foregoing collectively, the "“Indemnified Losses"”) at any time imposed on or incurred by any Indemnified Party arising out of or otherwise relating to any Transaction Documentresulting from this Agreement, the transactions contemplated therebyhereby, or any action taken or omitted by any of the Indemnified Parties, whether arising by reason of the acts to be performed by such Originator hereunder or otherwise, excluding only Indemnified Losses ("“Excluded Losses"”) to the extent (a) a final judgment of a court of competent jurisdiction holds that such Indemnified Losses resulted solely from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification, ; (b) solely due the same includes losses (including diminution in value) in respect of Purchased Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor or otherwise related to an Obligor’s failure to pay in accordance with the related Receivables (other than any loss based on (x) (1) a failure to pay as a result of any failure by the Originator to comply with any terms of the related Contract, (2) the unenforceability of the Receivable or the related Contract in accordance with their respective terms, or (3) the failure of the Originator to comply with applicable law or regulation with respect to the credit risk or financial inability to pay of the Obligor and for which reimbursement would constitute recourse to such Originator Receivable or the Collection Agent for uncollected related Contract or uncollectible Receivables (y) a breach of a representation or warranty that any such Receivable was an Eligible Receivable when sold by the Originator hereunder (if so represented at such time), each of which shall be an Indemnified Loss hereunder); or (c) such Indemnified Losses include Taxes ontaxes imposed by the United States, the Indemnified Party’s jurisdiction of organization (or in the case of an individual, his or her jurisdiction of primary residence) or any other jurisdiction in which such Indemnified Party has established a taxable nexus other than in connection with the transactions contemplated hereby, on or measured by, by the overall net income or gross receipts of such Indemnified Party to the Buyerextent that the computation of such taxes is consistent with the characterization for tax purposes of the acquisition by the Buyer of an ownership interest in the Sold Assets. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (a), (b) and (c) of the previous sentence, each Originator, jointly and severally, the Originator shall indemnify each Indemnified Party for Indemnified Losses relating to arising out of or resulting from:

Originators’ Indemnity. Without limiting any other rights any such Person may have hereunder or under applicable law, each Originator, jointly and severally, Originator hereby indemnifies and holds harmless Buyer harmless, on an after-Tax basis, Buyer, its assigns and its their respective officers, directors, agents and employees (each an "“Indemnified Party"”) from and against any and all damages, losses, claims, liabilities, penalties, Taxes, costs and expenses (including reasonable attorneys' ’ fees and court costs actually incurredcosts) (all of the foregoing collectively, the "“Indemnified Losses"”) at any time imposed on or incurred by any Indemnified Party arising out of or otherwise relating to any Transaction Document, the transactions contemplated therebythereby or the acquisition of any portion of the Receivables or Collections, or any action taken or omitted by any of the Indemnified Parties, whether arising by reason of the acts to be performed by such Originator hereunder or otherwise, excluding only Indemnified Losses ("Excluded Losses") to the extent (a) a final judgment of a court of competent jurisdiction holds such Indemnified Losses resulted solely result from gross negligence or willful misconduct of the Indemnified Party seeking indemnification, (b) solely such Indemnified Losses result due to the credit risk or financial inability to pay Receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor and for which reimbursement would constitute recourse to such Originator or the Collection Agent for uncollected or uncollectible Receivables or (c) such Indemnified Losses include Taxes on, or measured by, the overall net income or gross receipts of the BuyerIndemnified Party (determined on the assumption that the transactions contemplated hereby would constitute debt for tax purposes); provided, however, that nothing contained in this sentence shall limit the liability of Originator or limit the recourse of any Indemnified Party to Originator for any amounts otherwise specifically provided to be paid by the Originator hereunder. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (a), (b) and or (c) of the previous sentence, each Originator, jointly and severally, Originator shall indemnify each Indemnified Party for Indemnified Losses (including losses in respect of uncollectible Receivables, regardless for these specific matters whether reimbursement therefor would constitute recourse to Originator) relating to or resulting from:

Originators’ Indemnity. Without limiting any other rights any Person may have hereunder or under applicable law, each Originator, jointly and severally, Originator hereby indemnifies and holds harmless Buyer and its officers, directorsmanagers, agents and employees (each an "“Indemnified Party"”) from and against any and all damages, losses, claims, liabilities, penalties, Taxes, costs and expenses (including reasonable attorneys' ’ fees and court costs actually incurred) (all of the foregoing collectively, the "“Indemnified Losses"”) at any time imposed on or incurred by any Indemnified Party arising out of or otherwise relating to any Transaction Document, the transactions contemplated thereby, or any action taken or omitted by any of the Indemnified Parties, whether arising by reason of the acts to be performed by such Originator hereunder or otherwise, excluding only Indemnified Losses ("“Excluded Losses"”) to the extent (a) a final judgment of a court of competent jurisdiction holds such Indemnified Losses resulted solely to the extent resulting from gross negligence or willful misconduct of the Indemnified Party seeking indemnificationindemnification to the extent resulting from the breach of a representation, warranty or covenant by such Indemnified Party, (b) solely due to the credit risk or financial inability to pay of the Obligor and for which reimbursement would constitute recourse to such Originator or the Collection Agent for uncollected or uncollectible Receivables or (c) such Indemnified Losses include Taxes on, or measured by, the overall net income or gross receipts of the Buyersuch Indemnified Party. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (a), (b) and (c) of the previous sentence, each Originator, jointly and severally, Originator shall indemnify each Indemnified Party for Indemnified Losses relating to or resulting from:

Originators’ Indemnity. Without limiting any other rights any Person may have hereunder or under applicable law, each Originator, jointly and severally, hereby indemnifies and holds harmless Buyer and its officers, directors, agents and employees and successors and assigns (each an "Indemnified Party") from and against any and all damages, losses, claims, liabilities, penalties, TaxesTax Liabilities, costs and expenses (including reasonable attorneys' fees and court costs actually incurred) (all of the foregoing collectively, the "Indemnified Losses"Losses '') at any time imposed on or incurred by any Indemnified Party arising out of or otherwise relating to any Transaction Document, the transactions contemplated thereby, or any action taken or omitted by any of the Indemnified Parties, whether arising by reason of the acts to be performed by such Originator hereunder or otherwise, excluding only Indemnified Losses ("Excluded LossesLosses ") to the extent (a) a final judgment of a court of competent jurisdiction holds such Indemnified Losses resulted solely from gross negligence or willful misconduct of the Indemnified Party seeking indemnification, (b) solely due to the credit risk or financial inability to pay of the Obligor Account Debtor and for which reimbursement would constitute recourse to such Originator or the Collection Agent for uncollected or uncollectible Receivables Accounts or (c) such Indemnified Losses include Taxes Tax Liabilities on, or measured by, the overall net income or gross receipts of the Buyer. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (a), (b) and (c) of the previous sentence, each Originator, jointly and severally, shall indemnify each Indemnified Party for Indemnified Losses relating to or resulting from:

Originators’ Indemnity. Without limiting any other rights any Person may have hereunder or under applicable law, each Originator, jointly and severally, Originator hereby indemnifies and holds harmless Buyer and its officers, directorsmanagers, agents and employees (each an "“Indemnified Party"”) from and against any and all damages, losses, claims, liabilities, penalties, Taxes, costs and expenses (including reasonable attorneys' ’ fees and court costs actually incurred) (all of the foregoing collectively, the "“Indemnified Losses"”) at any time imposed on or incurred by any Indemnified Party arising out of or otherwise relating to any Transaction Document, the transactions contemplated thereby, or any action taken or omitted by any of the Indemnified Parties, whether arising by reason of the acts to be performed by such Originator hereunder or otherwise, excluding only Indemnified Losses ("“Excluded Losses"”) to the extent (a) a final judgment of a court of competent jurisdiction holds such Indemnified Losses resulted solely from gross negligence or willful misconduct of the Indemnified Party seeking indemnification, (b) solely due to the credit risk of the Obligor or the refusal or financial inability to pay of the Obligor and to pay undisputed indebtedness or for which reimbursement would constitute recourse to such Originator or the Collection Agent for uncollected or uncollectible Receivables or (c) such Indemnified Losses include Taxes on, or measured by, the overall net income or gross receipts of the BuyerBuyer or its assigns. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (a), (b) and (c) of the previous sentence, each Originator, jointly and severally, Originator shall indemnify each Indemnified Party for Indemnified Losses (other than Excluded Losses) relating to or resulting from:

Originators’ Indemnity. Without limiting any other rights any Person may have hereunder or under applicable law, each Originator, jointly and severally, hereby indemnifies and holds harmless Buyer and its officers, directors, agents and employees (each an "“Indemnified Party"”) from and against any and all damages, losses, claims, liabilities, penalties, Taxes, costs and expenses (including reasonable attorneys' ’ fees and court costs actually incurred) (all of the foregoing collectively, the "“Indemnified Losses"”) at any time imposed on or incurred by any Indemnified Party arising out of or otherwise relating to any Transaction Document, the transactions contemplated thereby, or any action taken or omitted by any of the Indemnified Parties, whether arising by reason of the acts to be performed by such Originator hereunder or otherwise, excluding only Indemnified Losses ("“Excluded Losses"”) to the extent (a) a final judgment of a court of competent jurisdiction holds such Indemnified Losses resulted solely from gross negligence or willful misconduct of the Indemnified Party seeking indemnification, (b) solely due to the credit risk or financial inability to pay of the Obligor and for which reimbursement would constitute recourse to such Originator or the Collection Agent for uncollected or uncollectible Receivables or Receivables, (c) such Indemnified Losses include Taxes on, or measured by, the overall net income or gross receipts of the BuyerBuyer or any of its assignees (d) such Taxes include Taxes imposed in any jurisdiction other than the United States, Canada or the Cayman Islands by reason of the organization of the Agent or any Purchaser (or any of their Affiliates) in such jurisdiction, the location of assets of the Agent or any Purchaser (or any of their Affiliates) in such jurisdiction, or the conduct of activities by the Agent or any Purchaser (or any of their Affiliates) in such jurisdiction. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (a), (b), (c) and (cd) of the previous sentence, each Originator, jointly and severally, shall indemnify each Indemnified Party for Indemnified Losses relating to or resulting from:

Originators’ Indemnity. Without limiting any other rights any Person may have hereunder or under applicable law, each Originator, jointly and severally, Originator hereby indemnifies and holds harmless Buyer and its officers, directorsmanagers, agents and employees (each an "“Indemnified Party"”) from and against any and all damages, losses, claims, liabilities, penalties, Taxes, costs and expenses (including reasonable attorneys' ’ fees and court costs actually incurred) (all of the foregoing collectively, the "“Indemnified Losses"”) at any time imposed on or incurred by any Indemnified Party arising out of or otherwise relating to any Transaction Document, the transactions contemplated thereby, or any action taken or omitted by any of the Indemnified Parties, whether arising by reason of the acts to be performed by such Originator hereunder or otherwise, excluding only Indemnified Losses ("“Excluded Losses"”) to the extent (a) a final judgment of a court of competent jurisdiction holds such Indemnified Losses resulted solely from gross negligence or willful misconduct of the Indemnified Party seeking indemnification, (b) solely due to the credit risk or financial inability to pay of the Obligor and for which reimbursement would constitute recourse to such Originator or the Collection Agent for uncollected or uncollectible Receivables or (c) such Indemnified Losses include Taxes on, or measured by, the overall net income or gross receipts of the Buyer. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (a), (b) and (c) of the previous sentence, each Originator, jointly and severally, Originator shall indemnify each Indemnified Party for Indemnified Losses relating to or resulting from:

Originators’ Indemnity. Without limiting any other rights any Person may have hereunder Each Originator hereby agrees, on a several (and not joint or under applicable lawjoint and several) basis, each Originator, jointly to indemnify and severally, hereby indemnifies and holds hold harmless Buyer the Company and its officers, directors, agents agents, representatives, shareholders, counsel and employees and each of their respective Affiliates, successors and assigns and all other Affected Parties (each each, an "“Originator Indemnified Party"”) from and against any and all damages, claims, losses, claimscosts, liabilities, penalties, Taxes, costs expenses and expenses liabilities (including reasonable and documented attorneys' ’ fees and court costs actually incurredexpenses) (all of the foregoing collectively, the "being collectively referred to as “Indemnified Losses"Amounts”) at any time imposed on or incurred by any such Originator Indemnified Party arising out of or otherwise relating resulting from or related to this Agreement or any other Transaction Document, Document or any of the transactions contemplated thereby, or any action taken or omitted by any of the foregoing (to the extent any such Indemnified PartiesAmounts are attributed to such Originator or otherwise arise out of or result from or relate to the Pool Assets originated by such Originator) or the ownership, whether maintenance or funding, directly or indirectly, of the Pool Assets (or any of them) sold by such Originator or otherwise arising out of or resulting from the actions or inactions of such Originator, including any of the following: (i) any representation or warranty made or deemed made by such Originator (or any of its officers) under or in connection with this Agreement or any other Transaction Document which shall have been incorrect when made; (ii) the failure by such Originator to perform any of its covenants or obligations under any Transaction Document; (iii) the failure by such Originator or any Pool Asset originated by such Originator or the related Receivable Documentation or Loan Documents, as applicable, to comply with any Applicable Law; (iv) the failure to vest in the Company ownership of each Pool Asset sold by such Originator and all Collections in respect thereof, and a first priority perfected security interest (within the meaning of the UCC) in, each Pool Receivable sold by such Originator and all Collections in respect thereof, in each case, free and clear of any Adverse Claim; (v) any dispute, Dilution or any other claim by any Account Debtor or Obligor, as applicable, or any Affiliate or assignee thereof resulting from the services performed or merchandise furnished in connection with any Pool Asset originated by such Originator or the furnishing or failure to furnish such services or merchandise or relating to collection activities with respect to any Pool Asset originated by such Originator; (vi) any suit or claim related to any Pool Asset originated by such Originator, any related Receivable Documentation or Loan Documents, as applicable, or, to the extent attributed to or otherwise relating to such Originator, any Transaction Document (other than any such suit or claim that arises as a result of the failure of any Account Debtor or Obligor, as applicable, to pay any sum due under its Pool Asset by reason of the acts financial or credit condition of such Account Debtor or Obligor, as applicable (including the occurrence of an Insolvency Event with respect to be performed the applicable Account Debtor or Obligor)); (vii) the failure of 18 such Originator to notify any Account Debtor or Obligor, as applicable, of the sale of the Pool Assets (x) by such Originator hereunder to the Company pursuant to this Agreement or (y) by the Company to the Administrative Agent (on behalf of Purchasers) pursuant to the Receivables Financing Agreement; (viii) the commingling by such Originator or any of its Affiliates of Collections at any time with other funds of such Originator or any other Person; (ix) the failure to file, or any delay in filing of, financing statements or other similar instruments or documents under the UCC of any applicable jurisdictions or under any other Applicable Laws with respect to any Pool Asset at the time of purchase or acquisition; (x) any loss arising, directly or indirectly, as a result of the imposition of sales or similar transfer type taxes or the failure by any Originator to timely collect and remit to the appropriate authority any such taxes; (xi) the failure by an Originator to comply with the “bulk sales” or analogous laws of any jurisdiction; (xii) any Taxes (other than Excluded Taxes) imposed upon any Originator Indemnified Party or upon or with respect to the Pool Assets, all interest and penalties thereon or with respect thereto, and all costs and expenses related thereto or arising therefrom, including the fees and expenses of counsel in defending the same; (xiii) the ownership, delivery, non-delivery, possession, design, construction, use, maintenance, transportation, performance (whether or not according to specifications), operation (including the failure to operate or faulty operation), condition, return, sale, repossession or other disposition or safety of any Related Assets (including claims for patent, trademark, or copyright infringement and claims for injury to persons or property, liability principles, or otherwise, excluding only and claims of breach of warranty, whether express or implied); or (xiv) the violation or breach by any Originator or any of their respective Affiliates of any confidentiality provision, or of any similar covenant of non-disclosure, or any other Indemnified Losses ("Excluded Losses") Amount with respect to or resulting from any such violation or breach; provided, however, that in all events there shall be excluded from the foregoing indemnification any damages, claims, losses, costs, expenses or liabilities to the extent resulting from (ax) a final judgment of a court of competent jurisdiction holds such Indemnified Losses resulted solely from the gross negligence or willful misconduct of the Administrative Agent, its officers, directors, agents, representatives, shareholders, counsel or employees or any of their respective Affiliates, successors and permitted assigns, as determined in a final non-appealable judgment by a court of competent jurisdiction or (y) the failure of an Account Debtor or Obligor, as applicable, to pay any sum due under its Assets by reason of the financial or credit condition of such Account Debtor or Obligor (including the occurrence of an Insolvency Event with respect to the applicable Account Debtor or Obligor). Any amount due and payable pursuant to this Section 7.1 shall be paid to the applicable Originator Indemnified Party seeking indemnification, in immediately available funds by no later than the tenth (b10th) solely due to the credit risk or financial inability to pay of the Obligor and for which reimbursement would constitute recourse to Business Day following demand therefor by such Originator or the Collection Agent for uncollected or uncollectible Receivables or (c) such Indemnified Losses include Taxes on, or measured by, the overall net income or gross receipts of the Buyer. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (a), (b) and (c) of the previous sentence, each Originator, jointly and severally, shall indemnify each Indemnified Party for Indemnified Losses relating to or resulting from:Party.