Common use of Servicer Indemnity Clause in Contracts

Servicer Indemnity. Without limiting any other rights that any of the Purchasing Entities or any of their respective Affiliates or agents (each, a “Special Indemnified Party”) may have hereunder or under applicable law, and in consideration of its appointment as Servicer, the Servicer hereby agrees to indemnify each Special Indemnified Party from and against any and all claims, damages, costs, expenses, losses and liabilities (including reasonable attorneys’ fees) (all of the foregoing being collectively referred to as “Special Indemnified Amounts”) arising out of or resulting from any of the following, excluding, however, (a) Special Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of a Special Indemnified Party, (b) recourse for uncollectible Receivables and (c) any Excluded Taxes: (a) any representation or warranty or statement made by the Servicer under or in connection with this Agreement or the Transaction Documents that shall have been incorrect in any material respect when made or deemed made; (b) the failure by the Servicer to comply with any applicable law, rule or regulation with respect to any Purchased Receivable or Contract, including payment of all unpaid sales, excise or other taxes when due; (c) any failure of the Servicer to perform its duties or obligations in accordance with the provisions of this Agreement; (d) the commingling of Collections of Purchased Receivables at any time by the Servicer with other funds; (e) any action or omission by the Servicer not in compliance with the Credit and Collection Policy that has the effect of reducing or impairing the rights of any of the Purchasing Entities with respect to any Purchased Receivable or the value of any Purchased Receivable; (f) any claim brought by any Person arising from any activity by the Servicer or its Affiliates in servicing, administering or collecting any Purchased Receivable; or (g) any dispute, claim, offset or defense of the Obligor to the payment of any Purchased Receivable as a result of the collection activities with respect to such Purchased Receivable by the Servicer.

Servicer Indemnity. Without limiting any other rights that which any of the Purchasing Entities or any of their respective Affiliates or agents (each, a “Special Indemnified Party”) such Person may have hereunder or under applicable law, and in consideration of its appointment as ServicerApplicable Law, the Servicer hereby agrees to indemnify each Special the Indemnified Party Parties, from and against any and all claimsIndemnified Amounts incurred by such Indemnified Party by reason of (i) any act or omission constituting bad faith, damagesfraud, costswillful misconduct, expensesor gross negligence by the Servicer in the performance of or reckless disregard of its duties hereunder or under any other Transaction Document or (ii) any material breach by the Servicer of any representation, losses and liabilities (including reasonable attorneys’ fees) (all warranty or covenant of the foregoing being collectively referred to as “Special Indemnified Amounts”) arising out of Servicer hereunder or resulting from under any of the followingother Transaction Document, excluding, however, Indemnified Amounts payable to an Indemnified Party (a) Special Indemnified Amounts to the extent resulting determined by a court of competent jurisdiction in a final and non-appealable judgment to have resulted from gross negligence negligence, bad faith or willful misconduct on the part of a Special any Indemnified Party, (b) recourse for uncollectible Receivables and resulting from the performance of the Collateral Obligations, (c) related to any Excluded Taxes: loss in value of any Permitted Investment and (ad) any representation in respect of Taxes (other than Taxes that represent losses or warranty or statement made damages arising from a non-Tax claim), in each case, on the Distribution Date immediately succeeding receipt of written request by the applicable Indemnified Party; provided that, notwithstanding anything herein to the contrary, in no event shall the Servicer be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Servicer has been advised of the likelihood of such loss or damage and regardless of the form of action; provided further that, the foregoing proviso shall in no way limit or vitiate any obligations of the Servicer to indemnify an Indemnified Party hereunder with respect to any claims brought by third parties for special, indirect, consequential, remote, speculative or punitive damages whatsoever. Notwithstanding anything herein to the contrary, each Indemnified Party hereby agrees to not seek payment from the Servicer with respect to any indemnification pursuant to this Section 16.2 prior to seeking payment from the Borrower; provided that any Indemnified Party may seek payment from the Servicer with respect to such indemnification pursuant to this Section 16.2 if (x) the Borrower is insolvent or is the subject of any Insolvency Event, (y) such Indemnified Party is stayed from such request to the Borrower under applicable bankruptcy laws or (z) the Borrower does not make such payment within ten (10) Business Days of the Distribution Date immediately succeeding receipt of written request by the Indemnified Party in connection accordance with Section 16.1. Indemnification under this Section 16.2 shall survive the termination of this Agreement and the resignation or the Transaction Documents that removal of any Indemnified Party and shall have been incorrect in any material respect when made or deemed made; (b) the failure include reasonable and documented fees and out-of-pocket expenses of counsel and reasonable and documented out-of-pocket expenses of litigation. Any Indemnified Amounts shall be paid by the Servicer to comply with any applicable lawthe Facility Agent, rule or regulation with respect to any Purchased Receivable or Contract, including payment of all unpaid sales, excise or other taxes when due; (c) any failure for the benefit of the Servicer to perform its duties or obligations in accordance with the provisions of this Agreement; applicable Indemnified Party, within fifteen (d15) the commingling of Collections of Purchased Receivables at any time Business Days following receipt by the Servicer with other funds; of the Facility Agent’s written demand therefor (e) any action or omission and the Facility Agent shall pay such amounts to the applicable Indemnified Party promptly after the receipt by the Servicer not in compliance with the Credit and Collection Policy that has the effect Facility Agent of reducing or impairing the rights of any of the Purchasing Entities with respect to any Purchased Receivable or the value of any Purchased Receivable; (f) any claim brought by any Person arising from any activity by the Servicer or its Affiliates in servicing, administering or collecting any Purchased Receivable; or (g) any dispute, claim, offset or defense of the Obligor to the payment of any Purchased Receivable as a result of the collection activities with respect to such Purchased Receivable by the Serviceramounts).

Servicer Indemnity. Without limiting any other rights that which any of the Purchasing Entities or any of their respective Affiliates or agents (each, a “Special Indemnified Party”) such Person may have hereunder or under applicable law, and in consideration of its appointment as ServicerApplicable Law, the Servicer hereby agrees to indemnify each Special Indemnified Party the Indemnitees forthwith on demand, from and against any and all claims, damages, costs, expenses, losses Indemnified Amounts in each case determined by a court of competent jurisdiction by final and liabilities (including reasonable attorneys’ fees) (all nonappealable judgment to have resulted from any acts or omissions of the foregoing being collectively referred to Servicer in performing its duties hereunder strictly in its capacity as “Special Indemnified Amounts”) arising out of Servicer constituting bad faith, gross negligence or resulting from any of the followingwillful misconduct, excluding, however, Indemnified Amounts payable to an Indemnitee (a) Special Indemnified Amounts to the extent resulting determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from bad faith, gross negligence or willful misconduct on the part of a Special Indemnified Partyany Indemnitees, (b) recourse for uncollectible Receivables to the extent that any such liability results from a claim solely between or among Lenders and not arising out of any act or omission on the part of the Servicer, (c) resulting from the performance or non-performance of the Collateral Obligations or (d) related to the nonpayment by any Excluded Taxes: (a) any representation or warranty or statement made by the Servicer under or in connection with this Agreement or the Transaction Documents that shall have been incorrect in any material respect when made or deemed made; (b) the failure by the Servicer to comply with any applicable law, rule or regulation Obligor of an amount due and payable with respect to any Purchased Receivable Collateral Obligation or Contractany change in the market value of any Collateral Obligation. Indemnification under this Section 16.2 shall survive the termination of this Agreement and the resignation or removal of any Indemnitees and shall include reasonable and documented fees and out-of-pocket expenses of counsel and reasonable and documented out-of-pocket expenses of litigation, including the costs and expenses of enforcing this section. This Section 16.2 shall not apply to Taxes (other than Taxes that are damages, losses, claims and liabilities arising in connection with a non-Tax claim). Notwithstanding anything to the contrary contained herein, each Indemnitee hereby agrees to not seek payment of all unpaid sales, excise or other taxes when due; (c) any failure of from the Servicer to perform its duties or obligations in accordance with the provisions of this Agreement; (d) the commingling of Collections of Purchased Receivables at any time by the Servicer with other funds; (e) any action or omission by the Servicer not in compliance with the Credit and Collection Policy that has the effect of reducing or impairing the rights of any of the Purchasing Entities with respect to any Purchased Receivable or indemnification pursuant to this Section 16.2 prior to seeking payment from the value of Borrower; provided that any Purchased Receivable; (f) any claim brought by any Person arising Indemnitee may seek payment from any activity by the Servicer or its Affiliates in servicing, administering or collecting any Purchased Receivable; or (g) any dispute, claim, offset or defense of the Obligor to the payment of any Purchased Receivable as a result of the collection activities with respect to such Purchased Receivable indemnification pursuant to this Section 16.2 if (x) the Borrower is insolvent or is the subject of any Insolvency Event, (y) such Indemnitee is stayed from such request to the Borrower under applicable bankruptcy laws or (z) the Borrower does not make such payment within five (5) Business Days of written request by such Indemnitee. Notwithstanding anything contained in this Section 16.2 or otherwise in this Agreement or in any other Transaction Document, the ServicerServicer shall not be liable to the Agent, the Lender, any of the Secured Parties or any other Person for any consequential (including loss of profit), indirect, special or punitive damages of any kind whatsoever under this Agreement or any other Transaction Document.

Servicer Indemnity. Without limiting any other rights that which any of the Purchasing Entities or any of their respective Affiliates or agents (each, a “Special Indemnified Party”) such Person may have hereunder or under applicable law, and in consideration of its appointment as ServicerApplicable Law, the Servicer hereby agrees to indemnify each Special the Indemnified Party Parties, from and against any and all claimsIndemnified Amounts incurred by such Indemnified Party by reason of (i) any act or omission constituting bad faith, damagesfraud, costswillful misconduct, expensesor gross negligence by the Servicer in the performance of or reckless disregard of its duties hereunder or under any other Transaction Document or (ii) any breach by the Servicer of any representation, losses and liabilities (including reasonable attorneys’ fees) (all warranty or covenant of the foregoing being collectively referred to as “Special Indemnified Amounts”) arising out of Servicer hereunder or resulting from under any of the followingother Transaction Document, excluding, however, Indemnified Amounts payable to an Indemnified Party (a) Special Indemnified Amounts to the extent resulting determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from gross negligence negligence, bad faith or willful misconduct on the part of a Special any Indemnified Party, Party and (b) recourse for uncollectible Receivables other than in the case of the Collateral Agent, the Collateral Custodian and (c) any Excluded Taxes: (a) any representation or warranty or statement made by the Servicer Securities Intermediary, resulting from the performance of the Collateral Obligations. Indemnification under or in connection with this Section 16.2 shall survive the termination of this Agreement and the resignation or the Transaction Documents that removal of any Indemnified Party and shall have been incorrect in any material respect when made or deemed made; (b) the failure include reasonable and documented fees and out-of-pocket expenses of counsel and reasonable and documented out-of-pocket expenses of litigation. Any Indemnified Amounts shall be paid by the Servicer to comply with any applicable lawthe Facility Agent, rule or regulation with respect to any Purchased Receivable or Contract, including payment of all unpaid sales, excise or other taxes when due; (c) any failure for the benefit of the Servicer to perform its duties or obligations in accordance with the provisions of this Agreement; applicable Indemnified Party, within fifteen (d15) the commingling of Collections of Purchased Receivables at any time days following receipt by the Servicer with other funds; of the Facility Agent’s written demand therefor (e) any action or omission and the Facility Agent shall pay such amounts to the applicable Indemnified Party promptly after the receipt by the Servicer not in compliance with the Credit and Collection Policy that has the effect Facility Agent of reducing or impairing the rights of any of the Purchasing Entities with respect to any Purchased Receivable or the value of any Purchased Receivable; (f) any claim brought by any Person arising from any activity by the Servicer or its Affiliates in servicing, administering or collecting any Purchased Receivable; or (g) any dispute, claim, offset or defense of the Obligor to the payment of any Purchased Receivable as a result of the collection activities with respect to such Purchased Receivable by the Serviceramounts).

Servicer Indemnity. Without limiting any other rights that which any of the Purchasing Entities or any of their respective Affiliates or agents (each, a “Special Indemnified Party”) such Person may have hereunder or under applicable law, and in consideration of its appointment as Servicer, the Servicer hereby agrees to indemnify each Special Indemnified Party INDEMNIFIED PARTY, forthwith on demand from and against any and all claims, damages, costs, expenses, losses and liabilities (including reasonable attorneys’ fees) (all INDEMNIFIED AMOUNTS awarded against or incurred by any of the foregoing being collectively referred to as “Special Indemnified Amounts”) them arising out of or resulting from relating to this Agreement or the ownership, servicing or funding of any Undivided Interest or in respect of the followingany Receivable or any Contract, excludingEXCLUDING, howeverHOWEVER, (a) Special Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of a Special such Indemnified Party, Party or (b) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Defaulted Receivables and (c) any Excluded TaxesDelinquent Accounts. Without limiting the foregoing, the Servicer shall indemnify each Indemnified Party for Indemnified Amounts arising out of or relating to: (ai) the breach of any representation or warranty or statement made by the Servicer (or any of its officers) under or in connection with this Agreement, any other Agreement Document to which Servicer is a party, any Periodic Report or any other information or report delivered by the Transaction Documents that Servicer pursuant hereto, which shall have been false or incorrect in any material respect when made or deemed mademade and any losses, if any, relating to Receivables included in the Receivables Pool as Eligible Receivables that were 60 days or more past due on the date of their inclusion and any amounts relating to dilutions on Eligible Receivables included in the Receivables Pool; (bii) the failure by the Servicer to comply with any applicable law, rule or regulation with respect to any Purchased Pool Receivable or the related Contract, including payment or the nonconformity of all unpaid salesany Pool Receivable or the related Contract with any such applicable law, excise rule or other taxes when due;regulation; and (ciii) any failure of the Servicer to perform its duties or obligations in accordance with the provisions of this Agreement; (d) the commingling of Collections of Purchased Receivables at any time by the Servicer with other funds; (e) any action or omission by the Servicer not in compliance with the Credit and Collection Policy that has the effect of reducing or impairing the rights of any of the Purchasing Entities with respect to any Purchased Receivable or the value of any Purchased Receivable; (f) any claim brought by any Person arising from any activity by the Servicer or its Affiliates in servicing, administering or collecting any Purchased Receivable; or (g) any dispute, claim, offset or defense of the Obligor to the payment of any Purchased Receivable as a result of the collection activities with respect to such Purchased Receivable by the ServicerArticle VIII.

Servicer Indemnity. Without limiting any other rights that which any of the Purchasing Entities or any of their respective Affiliates or agents (each, a “Special Indemnified Party”) such Person may have hereunder or under applicable law, and in consideration of its appointment as ServicerApplicable Law, the Servicer hereby agrees to indemnify each Special the Indemnified Party Parties forthwith on demand, from and against any and all claims, damages, costs, expenses, losses and liabilities (including reasonable attorneys’ fees) (all Indemnified Amounts incurred by such Indemnified Party by reason of any acts or omissions of the foregoing being collectively referred Servicer in its capacity as Servicer and related to as “Special Indemnified Amounts”) arising out of any Transaction Document, the transactions contemplated thereby or resulting from any of certificate or other written material delivered by the followingServicer pursuant hereto or thereto, excluding, however, Indemnified Amounts payable to an Indemnified Party (a) Special Indemnified Amounts to the extent resulting determined by a court of competent jurisdiction to have resulted from gross negligence negligence, bad faith or willful misconduct on the part of a Special any Indemnified Party, Party and (b) resulting from the performance of the Collateral Obligations. The parties agree that the provisions of this Section 16.2 shall not be interpreted to provide recourse for uncollectible Receivables and (c) any Excluded Taxes: (a) any representation or warranty or statement made by to the Servicer under against loss by reason of the bankruptcy, insolvency or in connection with this Agreement or the Transaction Documents that shall have been incorrect in any material respect when made or deemed made; (b) the failure by the Servicer to comply with any applicable law, rule or regulation lack of creditworthiness of an Obligor with respect to any Purchased Receivable Collateral Obligation, and for the avoidance of doubt, the Servicer shall have no liability to indemnify hereunder to the extent such indemnification constitutes recourse for uncollectible or Contractuncollected Collateral Obligations. Indemnification under this Section 16.2 shall survive the termination of this Agreement and the resignation or removal of any Indemnified Party and shall include reasonable fees and expenses of counsel and reasonable expenses of litigation. In no event shall the Servicer be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including payment but not limited to lost profits), even if the Servicer has been advised of all unpaid sales, excise the likelihood of such loss or other taxes when due; (c) damage and regardless of the form of action; provided that this sentence shall in no way limit or vitiate any failure obligation of the Servicer to perform its duties or obligations in accordance with indemnify the provisions of this Agreement; (d) the commingling of Collections of Purchased Receivables at any time by the Servicer with other funds; (e) any action or omission by the Servicer not in compliance with the Credit and Collection Policy that has the effect of reducing or impairing the rights of any of the Purchasing Entities Indemnified Parties hereunder with respect to any Purchased Receivable a claim made against such Indemnified Party (other than by another Indemnified Party) for special, indirect, punitive or the value of any Purchased Receivable; consequential losses or damages whatsoever (f) any claim brought by any Person arising from any activity by the Servicer or its Affiliates in servicingincluding, administering or collecting any Purchased Receivable; or (g) any dispute, claim, offset or defense of the Obligor but not limited to the payment of any Purchased Receivable as a result of the collection activities with respect to such Purchased Receivable by the Servicerlost profits).

Servicer Indemnity. Without limiting any other rights that which any of the Purchasing Entities or any of their respective Affiliates or agents (each, a “Special Indemnified Party”) such Person may have hereunder or under applicable law, and in consideration of its appointment as Servicer, the Servicer hereby agrees to indemnify each Special Indemnified Party Party, forthwith on demand from and against any and all claims, damages, costs, expenses, losses and liabilities (including reasonable attorneys’ fees) (all Indemnified Amounts awarded against or incurred by any of the foregoing being collectively referred to as “Special Indemnified Amounts”) them arising out of or resulting from relating to this Agreement or the ownership, servicing or funding of any Undivided Interest or in respect of the followingany Receivable or any Contract, excludingEXCLUDING, howeverHOWEVER, (a) Special Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of a Special such Indemnified Party, Party and (b) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Defaulted Receivables and (c) any Excluded Taxesdelinquent receivables. Without limiting the foregoing, the Servicer shall indemnify each Indemnified Party for Indemnified Amounts arising out of or relating to: (ai) the breach of any representation or warranty or statement made by the Servicer (or any of its officers) under or in connection with this Agreement, any other Agreement Document to which Servicer is a party, any Periodic Report or any other information or report delivered by the Transaction Documents that Servicer pursuant hereto, which shall have been false or incorrect in any material respect when made or deemed mademade and any losses, if any, relating to Receivables included in the Receivables Pool as Eligible Receivables that were 60 days or more past due on the date of their inclusion and any amounts relating to dilutions on Eligible Receivables included in the Receivables Pool; (bii) the failure by the Servicer to comply with any applicable law, rule or regulation with respect to any Purchased Pool Receivable or the related Contract, including payment or the nonconformity of all unpaid salesany Pool Receivable or the related Contract with any such applicable law, excise rule or other taxes when due;regulation; and (ciii) any failure of the Servicer to perform its duties or obligations in accordance with the provisions of this Agreement; (d) the commingling of Collections of Purchased Receivables at any time by the Servicer with other funds; (e) any action or omission by the Servicer not in compliance with the Credit and Collection Policy that has the effect of reducing or impairing the rights of any of the Purchasing Entities with respect to any Purchased Receivable or the value of any Purchased Receivable; (f) any claim brought by any Person arising from any activity by the Servicer or its Affiliates in servicing, administering or collecting any Purchased Receivable; or (g) any dispute, claim, offset or defense of the Obligor to the payment of any Purchased Receivable as a result of the collection activities with respect to such Purchased Receivable by the ServicerArticle VIII.

Servicer Indemnity. Without limiting any other rights that which any of the Purchasing Entities or any of their respective Affiliates or agents (each, a “Special Indemnified Party”) such Person may have hereunder or under applicable law, and in consideration of its appointment as ServicerApplicable Law, the Servicer hereby agrees to indemnify each Special the Indemnified Party Parties, from and against any and all claimsIndemnified Amounts incurred by such Indemnified Party by reason of (i) any act or omission constituting bad faith, damagesfraud, costswillful misconduct, expensesor gross negligence by the Servicer in the performance of or reckless disregard of its duties hereunder or under any other Transaction Document or (ii) any material breach by the Servicer of any representation, losses and liabilities (including reasonable attorneys’ fees) (all warranty or covenant of the foregoing being collectively referred to as “Special Indemnified Amounts”) arising out of Servicer hereunder or resulting from under any of the followingother Transaction Document, excluding, however, Indemnified Amounts payable to an Indemnified Party (a) Special Indemnified Amounts to the extent resulting determined by a court of competent jurisdiction byin a final and nonappealablenon-appealable judgment to have resulted from gross negligence negligence, bad faith or willful misconduct on the part of a Special any Indemnified PartyParty and, (b) recourse for uncollectible Receivables other than in the case of the Collateral Agent, the Collateral Custodian and the Securities Intermediary, resulting from the performance of the Collateral Obligations., (c) related to any Excluded Taxes: loss in value of any Permitted Investment and (ad) any representation in respect of Taxes (other than Taxes that represent losses or warranty or statement made damages arising from a non-Tax claim), in each case, on the Distribution Date immediately succeeding receipt of written request by the applicable Indemnified Party; provided that, notwithstanding anything herein to the contrary, in no event shall the Servicer be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Servicer has been advised of the likelihood of such loss or damage and regardless of the form of action; provided further that, the foregoing proviso shall in no way limit or vitiate any obligations of the Servicer to indemnify an Indemnified Party hereunder with respect to any claims brought by third parties for special, indirect, consequential, remote, speculative or punitive damages whatsoever. Notwithstanding anything herein to the contrary, each Indemnified Party hereby agrees to not seek payment from the Servicer with respect to any indemnification pursuant to this Section 16.2 prior to seeking payment from the Borrower; provided that any Indemnified Party may seek payment from the Servicer with respect to such indemnification pursuant to this Section 16.2 if (x) the Borrower is insolvent or is the subject of any Insolvency Event, (y) such Indemnified Party is stayed from such request to the Borrower under applicable bankruptcy laws or (z) the Borrower does not make such payment within ten (10) Business Days of the Distribution Date immediately succeeding receipt of written request by the Indemnified Party in connection accordance with Section 16.1. Indemnification under this Section 16.2 shall survive the termination of this Agreement and the resignation or the Transaction Documents that removal of any Indemnified Party and shall have been incorrect in any material respect when made or deemed made; (b) the failure include reasonable and documented fees and out-of-pocket expenses of counsel and reasonable and documented out-of-pocket expenses of litigation. Any Indemnified Amounts shall be paid by the Servicer to comply with any applicable lawthe Facility Agent, rule or regulation with respect to any Purchased Receivable or Contract, including payment of all unpaid sales, excise or other taxes when due; (c) any failure for the benefit of the Servicer to perform its duties or obligations in accordance with the provisions of this Agreement; applicable Indemnified Party, within fifteen (d15) the commingling of Collections of Purchased Receivables at any time daysBusiness Days following receipt by the Servicer with other funds; of the Facility Agent’s written demand therefor (e) any action or omission and the Facility Agent shall pay such amounts to the applicable Indemnified Party promptly after the receipt by the Servicer not in compliance with the Credit and Collection Policy that has the effect Facility Agent of reducing or impairing the rights of any of the Purchasing Entities with respect to any Purchased Receivable or the value of any Purchased Receivable; (f) any claim brought by any Person arising from any activity by the Servicer or its Affiliates in servicing, administering or collecting any Purchased Receivable; or (g) any dispute, claim, offset or defense of the Obligor to the payment of any Purchased Receivable as a result of the collection activities with respect to such Purchased Receivable by the Serviceramounts).

Servicer Indemnity. Without limiting any other rights that any of The Servicer hereby agrees to indemnify the Purchasing Entities or any of their respective Affiliates or agents Purchaser (together with its officers, directors, agents, representatives and employees (each, a “Special Servicer Indemnified PartyPerson”) may have hereunder or under applicable law, and in consideration of its appointment as Servicer, the Servicer hereby agrees to indemnify each Special Indemnified Party from and against any and all claims, damages, costs, expenses, losses and liabilities (including including, without limitation, reasonable attorneys’ fees) (all of the foregoing being collectively referred to as “Special Servicer Indemnified Amounts”) arising out of or resulting from any of the following, excluding, however, (a) Special Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of a Special Indemnified Party, (b) recourse for uncollectible Receivables and (c) any Excluded Taxes: (a) any representation or warranty or statement made by the Servicer under or in connection with this Agreement or the Transaction Documents that shall have been incorrect in any material respect when made or deemed made; (b) the failure by the Servicer to comply with any applicable law, rule or regulation with respect to any Purchased Receivable or Contract, including payment of all unpaid sales, excise or other taxes when due; (c) any failure of the Servicer to perform its duties or obligations as Servicer hereunder in accordance with the provisions of this Agreement; (d) the commingling of Collections of Purchased Receivables at any time by the Servicer with other funds; (e) any action Agreement or omission by the Servicer not in compliance with the Credit and Collection Policy that has the effect of reducing or impairing the rights of any of the Purchasing Entities with respect to any Purchased Receivable or the value of any Purchased Receivable; (f) any claim brought by any Person other than a Servicer Indemnified Person arising from any activity by the Servicer or its Affiliates in servicing, administering or collecting any Purchased Receivable; or (g) any dispute, claim, offset or defense of the Obligor to the payment of any Purchased Receivable as a result of the Servicer’s collection activities with respect to the Purchased Receivables. The foregoing indemnification shall not apply in the case of any Servicer Indemnified Amounts to the extent (A) resulting from the gross negligence or willful misconduct of the applicable Servicer Indemnified Person seeking such Purchased Receivable indemnification or a breach in bad faith of such Servicer Indemnified Person’s express obligations under the applicable Transaction Documents, each as determined in a final non-appealable judgment by a court of competent jurisdiction, (B) of a proceeding that does not involve an act or omission by the ServicerServicer and that is brought by a Servicer Indemnified Person against any other Servicer Indemnified Person (other than a proceeding that is brought against the Purchaser or any other agent in its capacity or in fulfilling its roles as an agent hereunder or any similar role with respect hereto), (C) arising from any financial inability to pay, general lack of creditworthiness, Insolvency Event or other deterioration in financial or credit condition with respect to the applicable Account Debtor, or (D) such Servicer Indemnified Amounts are recovered by the Purchaser through payment of the Repurchase Price. All amounts due under this Section shall be payable no later than ten (10) days after written demand (together with reasonably detailed invoices) therefor.

Servicer Indemnity. Without limiting any other rights that which any of the Purchasing Entities or any of their respective Affiliates or agents (each, a “Special Indemnified Party”) such Person may have hereunder or under applicable law, and in consideration of its appointment as Servicer, the Servicer hereby agrees to indemnify each Special Indemnified Party Party, forthwith on demand from and against any and all claims, damages, costs, expenses, losses and liabilities (including reasonable attorneys’ fees) (all Indemnified Amounts awarded against or incurred by any of the foregoing being collectively referred to as “Special Indemnified Amounts”) them arising out of or resulting from relating to this Agreement or the ownership, servicing or funding of any Undivided Interest or in respect of the followingany Receivable or any Contract, excluding, however, (a) Special Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of a Special such Indemnified Party, Party and (b) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Defaulted Receivables and (c) any Excluded TaxesDelinquent Accounts. Without limiting the foregoing, the Servicer shall indemnify each Indemnified Party for Indemnified Amounts arising out of or relating to: (ai) the breach of any representation or warranty or statement made by the Servicer (or any of its officers) under or in connection with this Agreement, any other Agreement Document to which Servicer is a party, any Periodic Report or any other information or report delivered by the Transaction Documents that Servicer pursuant hereto, which shall have been false or incorrect in any material respect when made or deemed mademade and any losses, if any, relating to Receivables included in the Receivables Pool as Eligible Receivables that were 60 days or more past due on the date of their inclusion and any amounts relating to dilutions on Eligible Receivables included in the Receivables Pool; (bii) the failure by the Servicer to comply with any applicable law, rule or regulation with respect to any Purchased Pool Receivable or the related Contract, including payment or the nonconformity of all unpaid salesany Pool Receivable or the related Contract with any such applicable law, excise rule or other taxes when due;regulation; and (ciii) any failure of the Servicer to perform its duties or obligations in accordance with the provisions of this Agreement; (d) the commingling of Collections of Purchased Receivables at any time by the Servicer with other funds; (e) any action or omission by the Servicer not in compliance with the Credit and Collection Policy that has the effect of reducing or impairing the rights of any of the Purchasing Entities with respect to any Purchased Receivable or the value of any Purchased Receivable; (f) any claim brought by any Person arising from any activity by the Servicer or its Affiliates in servicing, administering or collecting any Purchased Receivable; or (g) any dispute, claim, offset or defense of the Obligor to the payment of any Purchased Receivable as a result of the collection activities with respect to such Purchased Receivable by the ServicerArticle VIII.

Servicer Indemnity. Without limiting any other rights that which any of the Purchasing Entities or any of their respective Affiliates or agents (each, a “Special Indemnified Party”) such Person may have hereunder or under applicable law, and in consideration of its appointment as ServicerApplicable Law, the Servicer hereby agrees to indemnify each Special the Indemnified Party Parties forthwith on demand, from and against any and all claims, damages, costs, expenses, losses and liabilities (including reasonable attorneys’ fees) (all Indemnified Amounts incurred by such Indemnified Party by reason of any acts or omissions of the foregoing being collectively referred Servicer in its capacity as Servicer and related to as “Special Indemnified Amounts”) arising out of any Transaction Document, the transactions contemplated thereby or resulting from any of certificate or other written material delivered by the followingServicer pursuant hereto or thereto, excluding, however, Indemnified Amounts payable to an Indemnified Party (a) Special Indemnified Amounts to the extent resulting determined by a court of competent jurisdiction to have resulted from gross negligence negligence, fraud, bad faith, criminal conduct, reckless disregard or willful misconduct on the part of a Special such Indemnified Party, Party and (b) recourse for uncollectible Receivables and (c) any Excluded Taxes: (a) any representation or warranty or statement made by resulting from the performance of the Collateral Obligations. If the Servicer has made any indemnity payments to any Indemnified Party pursuant to this Section 16.2 and such Indemnified Party thereafter collects any of such amounts from others, such Indemnified Party will as promptly as possible repay such amounts collected to the Servicer. Indemnification under or in connection with this Section 16.2 shall survive the termination of this Agreement and the resignation or removal of any Indemnified Party and shall include reasonable and documented fees and out-of-pocket expenses of counsel and reasonable and documented out-of- pocket expenses of litigation. In no event shall the Transaction Documents Servicer be liable for special, indirect, or punitive loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Servicer has been advised of the likelihood of such loss or damage and regardless of the form of action; provided that this sentence shall have been incorrect in no way limit or vitiate any material respect when made or deemed made; (b) the failure by obligations of the Servicer to comply with any applicable law, rule or regulation indemnify an Indemnified Party hereunder with respect to any Purchased Receivable or Contract, including payment of all unpaid sales, excise or other taxes when due; (c) any failure of the Servicer to perform its duties or obligations in accordance with the provisions of this Agreement; (d) the commingling of Collections of Purchased Receivables at any time by the Servicer with other funds; (e) any action or omission by the Servicer not in compliance with the Credit and Collection Policy that has the effect of reducing or impairing the rights of any of the Purchasing Entities with respect to any Purchased Receivable or the value of any Purchased Receivable; (f) any claim claims brought by any Person arising from any activity by the Servicer third parties for special, indirect, consequential, remote, speculative or its Affiliates in servicing, administering or collecting any Purchased Receivable; or (g) any dispute, claim, offset or defense of the Obligor to the payment of any Purchased Receivable as a result of the collection activities with respect to such Purchased Receivable by the Servicerpunitive damages whatsoever.

Servicer Indemnity. Without limiting any other rights that which any of the Purchasing Entities or any of their respective Affiliates or agents (each, a “Special Indemnified Party”) such Person may have hereunder or under applicable law, and in consideration of its appointment as ServicerApplicable Law, the Servicer hereby agrees to indemnify each Special the Indemnified Party Parties forthwith on demand, from and against any and all claims, damages, costs, expenses, losses and liabilities (including reasonable attorneys’ fees) (all Indemnified Amounts incurred by such Indemnified Party by reason of any acts or omissions of the foregoing being collectively referred Servicer in its capacity as Servicer and related to as “Special Indemnified Amounts”) arising out of any Transaction Document, the transactions contemplated thereby or resulting from any of certificate or other written material delivered by the followingServicer pursuant hereto or thereto, excluding, however, Indemnified Amounts payable to an Indemnified Party (a) Special Indemnified Amounts to the extent resulting determined by a court of competent jurisdiction to have resulted from gross negligence negligence, bad faith or willful misconduct on the part of a Special any Indemnified Party, Party and (b) resulting from the performance of the Collateral Obligations. The parties agree that the provisions of this Section 16.2 shall not be interpreted to provide recourse for uncollectible Receivables and (c) any Excluded Taxes: (a) any representation or warranty or statement made by to the Servicer under against loss by reason of the bankruptcy, insolvency or in connection with this Agreement or the Transaction Documents that shall have been incorrect in any material respect when made or deemed made; (b) the failure by the Servicer to comply with any applicable law, rule or regulation lack of creditworthiness of an Obligor with respect to any Purchased Receivable Collateral Obligation, and for the avoidance of doubt, the Servicer shall have no liability to indemnify hereunder to the extent such indemnification constitutes recourse for uncollectible or Contractuncollected Collateral Obligations. Indemnification under this Section 16.2 shall survive the termination of this Agreement and the resignation or removal of any Indemnified Party and shall include reasonable and documented fees and out-of-pocket expenses of counsel and reasonable and documented out-of-pocket expenses of litigation. In no event shall the Servicer be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including payment but not limited to lost profits), even if the Servicer has been advised of all unpaid sales, excise the likelihood of such loss or other taxes when due; (c) damage and regardless of the form of action; provided that this sentence shall in no way limit or vitiate any failure obligations of the Servicer to perform its duties or obligations in accordance with indemnify the provisions of this Agreement; (d) the commingling of Collections of Purchased Receivables at any time by the Servicer with other funds; (e) any action or omission by the Servicer not in compliance with the Credit and Collection Policy that has the effect of reducing or impairing the rights of any of the Purchasing Entities Indemnified Parties hereunder with respect to any Purchased Receivable a claim for special, indirect, punitive or the value of any Purchased Receivable; consequential losses or damages whatsoever (f) any claim brought by any Person arising from any activity by the Servicer or its Affiliates in servicing, administering or collecting any Purchased Receivable; or (g) any dispute, claim, offset or defense of the Obligor including but not limited to the payment of any Purchased Receivable as a result of the collection activities with respect to such Purchased Receivable by the Servicerlost profits).