Common use of Borrower Indemnity Clause in Contracts

Borrower Indemnity. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the Borrower shall indemnify and hold harmless on an after-Tax basis the Lender, the Collateral Agent, the Collateral Custodian, the Securities Intermediary and the Agent and their respective Affiliates, and their respective directors, officers, employees, counsel, agents and attorneys-in-fact and successors in interest (collectively the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including all reasonable and documented legal fees and expenses of one law firm plus any local counsel deemed appropriate by such law firm) (all of the foregoing being collectively called “Indemnified Amounts”) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower of any kind or nature, which may at any time be imposed on, incurred by or asserted against any such Indemnitee in connection with (i) the execution, delivery and performance by the parties thereto of their respective obligations under this Agreement or any other Transaction Document and the transactions contemplated hereby or thereby, and the consummation and administration of the transactions contemplated hereby and thereby (other than with respect to legal fees and disbursements incurred on or prior to the date hereof), including, without limitation any reasonable and documented out-of-pocket costs and expenses of the Agent in connection with any swap transaction with parties other than the Lender, or (ii) any actual or prospective claim, litigation, investigation or proceeding brought or threatened whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether such Indemnitee is designated a party thereto, relating to or arising out of this Agreement or any other Transaction Document or the transactions contemplated hereby and thereby, the Lender’s or the Agent’s activities in connection herewith or therewith or any actual or proposed use of proceeds of loans hereunder; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. Neither the Borrower nor any Indemnitee shall have any liability for any special, indirect, consequential or punitive damages relating to this Agreement or any other Transaction Document or arising out of its activities in connection herewith or therewith (whether before or after the date hereof).

Borrower Indemnity. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the Borrower shall indemnify Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless on an after-Tax basis the Lenderfrom, the Collateral Agent, the Collateral Custodian, the Securities Intermediary and the Agent and their respective Affiliates, and their respective directors, officers, employees, counsel, agents and attorneys-in-fact and successors in interest (collectively the “Indemnitees”) from and against any and all liabilitiesactual losses, obligations, lossesclaims, damages, penalties, claims, demands, actions, judgments, suitsliabilities and related expenses, costsincluding the fees, expenses charges and disbursements (including all reasonable and documented legal fees and expenses of one law firm plus any local counsel deemed appropriate by such law firm) (all of the foregoing being collectively called “Indemnified Amounts”) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower of any kind counsel for any Indemnitee, but excluding indirect, consequential, special or naturepunitive damages (collectively, which may at any time be imposed on“Losses”), incurred by or asserted against any such Indemnitee arising out of, in connection with with, or as a result of (i) the executionexecution or delivery of this Agreement or any agreement or instrument contemplated hereby, delivery and the performance by the parties thereto hereto of their respective obligations under this Agreement hereunder or the consummation of the Transactions or any other Transaction Document and the transactions contemplated hereby hereby, (ii) the Loan or thereby, and the consummation and administration use of the transactions contemplated hereby and thereby (other than with respect to legal fees and disbursements incurred on or prior to the date hereof), including, without limitation any reasonable and documented out-of-pocket costs and expenses of the Agent in connection with any swap transaction with parties other than the Lenderproceeds therefrom, or (iiiv) any actual or prospective claim, litigation, investigation or proceeding brought or threatened relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, theory and regardless of whether such any Indemnitee is designated a party thereto, relating to or arising out of this Agreement or any other Transaction Document or the transactions contemplated hereby and thereby, the Lender’s or the Agent’s activities in connection herewith or therewith or any actual or proposed use of proceeds of loans hereunder; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements Losses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. Neither The foregoing indemnity set forth in this Section 9.03(b) shall not apply to any Losses, which are the Borrower nor any Indemnitee shall have any subject of the Environmental Indemnity Agreement, it being the intention of the parties hereto that Borrower’s liability for any special, indirect, consequential or punitive damages relating to environmental matters be governed exclusively by the Environmental Indemnity Agreement and not by this Agreement or any other Transaction Document or arising out of its activities in connection herewith or therewith (whether before or after the date hereof)Agreement.

Borrower Indemnity. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the Borrower shall agrees to indemnify and hold harmless on an after-Tax basis the LenderFacility Agent, the Collateral AgentAgents, the Lenders, the Loan Registrar, the Collateral Custodian, the Securities Intermediary and the Collateral Agent and each of their respective Affiliates, and each of their respective successors, transferees, participants and assigns and all officers, directors, officersshareholders, employeescontrolling persons, counselemployees and agents of any of the foregoing (each of the foregoing Persons being individually called an “Indemnified Party”), agents and attorneys-in-fact and successors in interest (collectively the “Indemnitees”) forthwith on demand, from and against any and all liabilities, obligationsdamages (including punitive damages), losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses liabilities and disbursements (including all related reasonable and documented legal out-of-pocket costs and expenses, including reasonable and documented attorneys’ and accountants’ fees and expenses of one law firm plus any local counsel deemed appropriate by such law firm) disbursements (all of the foregoing being collectively called “Indemnified Amounts”) awarded against or incurred by any Indemnitee of them arising out of or asserted against relating to any Indemnitee by any third party or by the Borrower of any kind or nature, which may at any time be imposed on, incurred by or asserted against any such Indemnitee in connection with (i) the execution, delivery and performance by the parties thereto of their respective obligations under this Agreement or any other Transaction Document and or the transactions contemplated hereby or therebythereby (including the structuring and arranging of such transactions) or the use of proceeds therefrom by the Borrower, including in respect of the funding of any Advance or any breach of any representation, warranty or covenant of the Borrower, the Equityholder or the Servicer in any Transaction Document or in any certificate or other written material delivered by any of them pursuant to any Transaction Document, excluding, however, Indemnified Amounts payable to an Indemnified Party (a) to the extent determined by a court of competent jurisdiction to have resulted from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party and (b) other than in the case of the Collateral Agent, the Collateral Custodian and the consummation and administration Securities Intermediary, resulting from the performance of the transactions contemplated hereby Collateral Obligations. In no event shall the Borrower be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Borrower has been advised of the likelihood of such loss or damage and thereby (other than regardless of the form of action; provided that this sentence shall in no way limit or vitiate any obligations of any Borrower to indemnify the Indemnified Parties hereunder with respect to legal a claim for special, indirect, punitive or consequential losses or damages whatsoever (including but not limited to lost profits). Indemnification under this Section 16.1 shall survive the termination of this Agreement and the resignation or removal of any Indemnified Party and shall include reasonable and documented fees and disbursements incurred on or prior to the date hereof), including, without limitation any out-of-pocket expenses of counsel and reasonable and documented out-of-pocket costs and expenses of the Agent in connection with any swap transaction with parties other than the Lender, or (ii) any actual or prospective claim, litigation, investigation or proceeding brought or threatened whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether such Indemnitee is designated a party thereto, relating to or arising out including enforcement of this Agreement or any other Transaction Document or indemnity. Notwithstanding anything to the transactions contemplated hereby and therebycontrary contained herein, the Lender’s or the Agent’s activities in connection herewith or therewith or Borrower will be obligated to pay any actual or proposed use of proceeds of loans hereunder; provided that such indemnity shall not, as to Indemnified Amount on any Indemnitee, be available given day only to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements there are determined by a court of competent jurisdiction by final and nonappealable judgment amounts available therefor pursuant to have resulted from the gross negligence or willful misconduct of such Indemnitee. Neither the Borrower nor any Indemnitee shall have any liability for any special, indirect, consequential or punitive damages relating to this Agreement or any other Transaction Document or arising out of its activities in connection herewith or therewith (whether before or after the date hereofSection 8.3(a).

Borrower Indemnity. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the Borrower shall agrees to indemnify and hold harmless on an after-Tax basis the LenderAdministrative Agent, the Servicer, the Lenders, the Loan Registrar, the Collateral Agent, Custodian and the Collateral Custodian, the Securities Intermediary and the Agent and each of their respective Affiliates, and each of their respective successors, transferees, participants and assigns and all officers, directors, officersshareholders, employeescontrolling persons, counselemployees and agents of any of the foregoing (each of the foregoing Persons being individually called an “Indemnified Party”), agents and attorneys-in-fact and successors in interest (collectively the “Indemnitees”) forthwith on demand, from and against any and all liabilities, obligationsdamages, losses, damages, penalties, claims, demandsliabilities and related costs and expenses, actions, judgments, suits, costs, expenses and disbursements (including all reasonable and documented legal attorneys’ and accountants’ fees and expenses disbursements awarded against or incurred by any of one law firm plus them arising out of or relating to any local counsel deemed appropriate Transaction Document or the transactions contemplated hereby or thereby (including the structuring and arranging of such transactions) or the use of proceeds therefrom by such law firm) the Borrower, including in respect of the funding of any Advance or any breach of any representation, warranty or covenant of the Borrower or the Servicer in any Transaction Document or in any certificate or other written material delivered by any of them pursuant to any Transaction Document (all of the foregoing foregoing, subject to the following exclusion, being collectively called “Indemnified Amounts”) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower of any kind or nature, which may at any time be imposed on, incurred by or asserted against any such Indemnitee in connection with (i) the execution, delivery and performance by the parties thereto of their respective obligations under this Agreement or any other Transaction Document and the transactions contemplated hereby or thereby, and the consummation and administration of the transactions contemplated hereby and thereby (other than with respect to legal fees and disbursements incurred on or prior to the date hereof), includingexcluding, without limitation however, any reasonable and documented out-of-pocket costs and expenses of the Agent in connection with any swap transaction with parties other than the Lender, or amounts payable to an Indemnified Party (iia) any actual or prospective claim, litigation, investigation or proceeding brought or threatened whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether such Indemnitee is designated a party thereto, relating to or arising out of this Agreement or any other Transaction Document or the transactions contemplated hereby and thereby, the Lender’s or the Agent’s activities in connection herewith or therewith or any actual or proposed use of proceeds of loans hereunder; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct on the part of such Indemniteeany Indemnified Party, (b) resulting from the performance of the Collateral Obligations or (c) on account of Excluded Taxes or Indemnified Taxes payable pursuant to Section 4.3. Neither Indemnification under this Section 16.1 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. For the avoidance of doubt, notwithstanding anything to the contrary contained herein, the Borrower nor will be obligated to pay any Indemnitee Indemnified Amount on any given day only to the extent there are amounts available therefor pursuant to Section 8.3. Any amounts subject to the indemnification provisions of this Section 16.1 shall have any be paid by the Borrower to the applicable Indemnified Party (subject to Section 8.3) on the Distribution Date following such Person’s demand therefor, accompanied by a reasonably detailed description in writing of the related damage, loss, claim, liability for any special, indirect, consequential or punitive damages relating to this Agreement or any other Transaction Document or arising out of its activities in connection herewith or therewith (whether before or after the date hereof)and related costs and expenses.

Borrower Indemnity. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the Borrower shall indemnify Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless on an after-Tax basis the Lenderfrom, the Collateral Agent, the Collateral Custodian, the Securities Intermediary and the Agent and their respective Affiliates, and their respective directors, officers, employees, counsel, agents and attorneys-in-fact and successors in interest (collectively the “Indemnitees”) from and against any and all liabilitieslosses, obligations, lossesclaims, damages, penalties, claims, demands, actions, judgments, suitsliabilities and related expenses, costsincluding the reasonable fees, expenses charges and disbursements (including all reasonable and documented legal fees and expenses of one law firm plus any local counsel deemed appropriate by such law firm) (all of the foregoing being collectively called “Indemnified Amounts”) incurred by for any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower of any kind or nature(collectively, which may at any time be imposed on“Losses”), incurred by or asserted against any such Indemnitee arising out of, in connection with with, or as a result of (i) the executionexecution or delivery of this Agreement or any agreement or instrument contemplated hereby, delivery and the performance by the parties thereto hereto of their respective obligations under this Agreement hereunder or the consummation of the Transactions or any other Transaction Document and the transactions contemplated hereby hereby, (ii) any Loan or thereby, and the consummation and administration use of the transactions contemplated hereby and thereby (other than with respect to legal fees and disbursements incurred on or prior to the date hereof), including, without limitation any reasonable and documented out-of-pocket costs and expenses of the Agent in connection with any swap transaction with parties other than the Lenderproceeds therefrom, or (iiiv) any actual or prospective claim, litigation, investigation or proceeding brought or threatened relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, theory and regardless of whether such any Indemnitee is designated a party thereto, relating to or arising out of this Agreement or any other Transaction Document or the transactions contemplated hereby and thereby, the Lender’s or the Agent’s activities in connection herewith or therewith or any actual or proposed use of proceeds of loans hereunder; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements Losses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemnitee. Neither The foregoing indemnity set forth in this Section 10.03(b) shall not apply (i) with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim and (ii) to any Losses, which are the Borrower nor any Indemnitee shall have any subject of the Environmental Indemnity Agreement, it being the intention of the parties hereto that Borrower’s liability for any special, indirect, consequential or punitive damages relating to environmental matters be governed exclusively by the Environmental Indemnity Agreement and not by this Agreement or any other Transaction Document or arising out of its activities in connection herewith or therewith (whether before or after the date hereof)Agreement.

Borrower Indemnity. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the Borrower shall agrees to indemnify and hold harmless on an after-Tax basis the LenderAdministrative Agent, the Agents, the Lenders, the Note Registrar, the Collateral Agent, Custodian and the Collateral Custodian, the Securities Intermediary and the Agent and each of their respective Affiliates, and each of their respective successors, transferees, participants and assigns and all officers, directors, officersshareholders, employeescontrolling persons, counselemployees and agents of any of the foregoing (each of the foregoing Persons being individually called an “Indemnified Party”), agents and attorneys-in-fact and successors in interest (collectively the “Indemnitees”) forthwith on demand, from and against any and all liabilities, obligationsdamages (including punitive damages), losses, damages, penalties, claims, demandsliabilities and related costs and expenses, actions, judgments, suits, costs, expenses and disbursements (including all reasonable and documented legal attorneys’ and accountants’ fees and expenses of one law firm plus any local counsel deemed appropriate by such law firm) disbursements (all of the foregoing being collectively called “Indemnified Amounts”) awarded against or incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower of any kind or nature, which may at any time be imposed on, incurred by or asserted against any such Indemnitee in connection with (i) the execution, delivery and performance by the parties thereto of their respective obligations under this Agreement or any other Transaction Document and the transactions contemplated hereby or thereby, and the consummation and administration of the transactions contemplated hereby and thereby (other than with respect to legal fees and disbursements incurred on or prior to the date hereof), including, without limitation any reasonable and documented out-of-pocket costs and expenses of the Agent in connection with any swap transaction with parties other than the Lender, or (ii) any actual or prospective claim, litigation, investigation or proceeding brought or threatened whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether such Indemnitee is designated a party thereto, relating to or them arising out of this Agreement or relating to any other Transaction Document or the transactions contemplated hereby and thereby, the Lender’s or thereby or the Agent’s activities in connection herewith or therewith or any actual or proposed use of proceeds therefrom by the Borrower, including in respect of loans hereunder; provided that such indemnity shall notthe funding of any Advance or any breach of any representation, as warranty or covenant of the Borrower or the Investment Manager in any Transaction Document or in any certificate or other written material delivered by any of them pursuant to any IndemniteeTransaction Document, be available excluding, however, Indemnified Amounts payable to an Indemnified Party (a) to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct on the part of such Indemniteeany Indemnified Party and (b) resulting from the performance of the Collateral Obligations. Neither This Section 16.1 shall not apply to Taxes, but shall be subject to Section 16.4. Indemnification under this Section 16.1 shall survive the Borrower nor any Indemnitee shall have any liability for any special, indirect, consequential or punitive damages relating to termination of this Agreement and the resignation or removal of any other Transaction Document or arising out Indemnified Party and shall include reasonable fees and expenses of its activities in connection herewith or therewith (whether before or after the date hereof)counsel and expenses of litigation.

Borrower Indemnity. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the Borrower shall indemnify and hold harmless on an after-Tax basis the defend Administrative Agent, Collateral Agent and each Lender, and each Related Party of any of the Collateral Agent, the Collateral Custodian, the Securities Intermediary and the Agent and their respective Affiliatesforegoing Persons (each such Person being called an “Indemnitee”) against, and their respective directorshold each Indemnitee harmless from, officers, employees, counsel, agents and attorneys-in-fact and successors in interest (collectively the “Indemnitees”) from and against any and all liabilitieslosses, obligations, lossesclaims, damages, penalties, claims, demands, actions, judgments, suitsliabilities and related expenses, costsincluding the fees, expenses charges and disbursements (of any counsel for any Indemnitee, including all reasonable and documented legal fees and expenses of one law firm plus any local counsel deemed appropriate by such law firm) (all of in enforcing the foregoing being collectively called indemnification (collectively, “Indemnified AmountsLosses”) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower of any kind or nature, which may at any time be imposed on), incurred by or asserted against any such Indemnitee arising out of, in connection with with, or as a result of (i) the executionexecution or delivery of this Agreement, delivery and the other Loan Documents, or any agreement or instrument contemplated hereby, the performance by the parties thereto hereto of their respective obligations under this Agreement hereunder or the consummation of the Transactions or any other Transaction Document and the transactions contemplated hereby or thereby, and (ii) any Loan or the consummation and administration use of the transactions contemplated hereby and thereby (other than with respect to legal fees and disbursements incurred on or prior to the date hereof), including, without limitation any reasonable and documented out-of-pocket costs and expenses of the Agent in connection with any swap transaction with parties other than the Lenderproceeds therefrom, or (iiiii) any actual or prospective claim, litigation, investigation or proceeding brought or threatened relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, theory and regardless of whether such any Indemnitee is designated a party thereto, relating to or arising out of this Agreement or any other Transaction Document or the transactions contemplated hereby and thereby, the Lender’s or the Agent’s activities in connection herewith or therewith or any actual or proposed use of proceeds of loans hereunder; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements Losses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. Neither The foregoing indemnity set forth in this Section 11.03(b) shall not apply (i) with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim and (ii) to any Losses which are the Borrower nor any Indemnitee shall have any subject of the Environmental Indemnity Agreement, it being the intention of the parties hereto that Borrower’s liability for any special, indirect, consequential or punitive damages relating to environmental matters be governed exclusively by the Environmental Indemnity Agreement and not by this Agreement or any other Transaction Document or arising out of its activities in connection herewith or therewith (whether before or after the date hereof)Agreement.

Borrower Indemnity. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the Borrower shall agrees to indemnify and hold harmless on an after-Tax basis the LenderFacility Agent, the Securities Intermediary, the Agents, the Lenders, the Servicer, the Loan Registrar, the Collateral Agent, Custodian and the Collateral Custodian, the Securities Intermediary and the Agent and each of their respective Affiliates, and each of their respective successors, transferees, participants and assigns and all officers, directors, officersshareholders, employeescontrolling persons, counselemployees and agents of any of the foregoing (each of the foregoing Persons being individually called an “Indemnified Party”), agents and attorneys-in-fact and successors in interest (collectively the “Indemnitees”) from and against any and all liabilities, obligationsdamages (including punitive damages), losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses liabilities and disbursements (including all related reasonable and documented legal out-of-pocket costs and expenses, including reasonable and documented attorneys’ and accountants’ fees and expenses of one law firm plus any local counsel deemed appropriate by such law firm) disbursements (all of the foregoing being collectively called “Indemnified Amounts”) awarded against or incurred by any Indemnitee of them arising out of or asserted against relating to any Indemnitee by any third party or by the Borrower of any kind or nature, which may at any time be imposed on, incurred by or asserted against any such Indemnitee in connection with (i) the execution, delivery and performance by the parties thereto of their respective obligations under this Agreement or any other Transaction Document and or the transactions contemplated hereby or therebythereby (including the structuring and arranging of such transactions) or the use of proceeds therefrom by the Borrower, and the consummation and administration including in respect of the transactions contemplated hereby funding of any Advance or any breach of any representation, warranty or covenant of the Borrower or the Servicer in any Transaction Document or in any certificate or other written material delivered by any of them pursuant to any Transaction Document, excluding, however, Indemnified Amounts payable to an Indemnified Party (a) to the extent determined by a court of competent jurisdiction in a final and thereby non-appealable judgment to have resulted from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party, (b) resulting from the performance of the Collateral Obligations, (c) related to any loss in value of any Permitted Investment and (d) in respect of Taxes (other than Taxes that represent losses or 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. Notwithstanding anything herein to the contrary, in no event shall the Borrower 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 Borrower has been advised of the likelihood of such loss or damage and regardless of the form of action; provided that, this sentence shall in no way limit or vitiate any obligations of the Borrower to indemnify an Indemnified Party hereunder with respect to legal any claims brought by third parties for special, indirect, consequential, remote, speculative or punitive damages whatsoever. Indemnification under this Section 16.1 shall survive the termination of this Agreement and the resignation or removal of any Indemnified Party and shall include reasonable and documented fees and disbursements incurred on or prior to the date hereof), including, without limitation any out-of-pocket expenses of counsel and reasonable and documented out-of-pocket costs and expenses of the Agent in connection with any swap transaction with parties other than the Lender, or (ii) any actual or prospective claim, litigation, investigation or proceeding brought or threatened whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether such Indemnitee is designated a party thereto, relating to or arising out including enforcement of this Agreement or any other Transaction Document or indemnity. Notwithstanding anything to the transactions contemplated hereby and therebycontrary contained herein, the Lender’s or the Agent’s activities in connection herewith or therewith or Borrower will be obligated to pay any actual or proposed use of proceeds of loans hereunder; provided that such indemnity shall not, as to Indemnified Amount on any Indemnitee, be available given day only to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements there are determined by a court of competent jurisdiction by final and nonappealable judgment amounts available therefor pursuant to have resulted from the gross negligence or willful misconduct of such Indemnitee. Neither the Borrower nor any Indemnitee shall have any liability for any special, indirect, consequential or punitive damages relating to this Agreement or any other Transaction Document or arising out of its activities in connection herewith or therewith (whether before or after the date hereofSection 8.3(a).

Borrower Indemnity. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the Borrower shall agrees to indemnify and hold harmless on an after-Tax basis the LenderFacility Agent, the Agents, the Lenders, the Servicer, the Loan Registrar, the Collateral Agent, Custodian and the Collateral Custodian, the Securities Intermediary and the Agent and each of their respective Affiliates, and each of their respective successors, transferees, participants and assigns and all officers, directors, officersshareholders, employeescontrolling persons, counselemployees and agents of any of the foregoing (each of the foregoing Persons being individually called an “Indemnified Party”), agents and attorneys-in-fact and successors in interest (collectively the “Indemnitees”) forthwith on demand, from and against any and all liabilitiesdamages (including punitive damages but excluding consequential, obligationsspecial, exemplary and indirect damages and lost profits), losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses liabilities and disbursements (including all related reasonable and documented legal out-of-pocket costs and expenses, including reasonable and documented attorneys’ and accountants’ fees and expenses of one law firm plus any local counsel deemed appropriate by such law firm) disbursements (all of the foregoing being collectively called “Indemnified Amounts”) awarded against or incurred by any Indemnitee of them arising out of or asserted against relating to any Indemnitee Transaction Document or the transactions contemplated hereby or thereby (including the structuring and arranging of such transactions) or the use of proceeds therefrom by the Borrower, including in respect of the funding of any Advance or any breach of any representation, warranty or covenant of the Borrower in any Transaction Document or in any certificate or other written material delivered by any third party of them pursuant to any Transaction Document, excluding, however, Indemnified Amounts payable to an Indemnified Party (a) to the extent determined by a court of competent jurisdiction to have resulted from gross negligence, bad faith, fraud, criminal conduct, reckless disregard or by willful misconduct on the Borrower part of any kind or nature, which may at any time be imposed on, incurred by or asserted against any such Indemnitee Indemnified Party and (b) resulting from the performance of the Collateral Obligations. Notwithstanding anything to the contrary in connection with (i) the execution, delivery and performance by the parties thereto of their respective obligations under this Agreement or any other Transaction Document Document, the Servicer agrees that the all amounts owing to it under this Section 16.1 shall be subordinate and junior to the amounts owing to the Lenders, the Agents, the Collateral Agent, the Collateral Custodian and the transactions contemplated hereby Facility Agent under this Section 16.1 in all respects. In the event the Borrower is subject to an Insolvency Event, any claim that the Servicer has against the Borrower shall, notwithstanding anything to the contrary herein and notwithstanding any objection to, or therebyrescission of, such filing, be fully subordinate in right of payment to any claim of the Facility Agent, the Agents, the Collateral Agent, the Collateral Custodian and any Lender. The foregoing sentence shall constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code. Indemnification under this Section 16.1 shall survive the termination of this Agreement and the consummation resignation or removal of any Indemnified Party and administration of the transactions contemplated hereby shall include reasonable and thereby (other than with respect to legal documented fees and disbursements incurred on or prior to the date hereof), including, without limitation any out-of-pocket expenses of counsel and reasonable and documented out-of-pocket costs and expenses of the Agent in connection litigation. This Section 16.1 shall not apply with any swap transaction with parties respect to Taxes other than the Lenderany Taxes that represent losses, or (ii) any actual or prospective claim, litigation, investigation or proceeding brought or threatened whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether such Indemnitee is designated a party thereto, relating to or arising out of this Agreement or any other Transaction Document or the transactions contemplated hereby and thereby, the Lender’s or the Agent’s activities in connection herewith or therewith or any actual or proposed use of proceeds of loans hereunder; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, lossesclaims, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted etc. arising from the gross negligence or willful misconduct of such Indemnitee. Neither the Borrower nor any Indemnitee shall have any liability for any special, indirect, consequential or punitive damages relating to this Agreement or any other Transaction Document or arising out of its activities in connection herewith or therewith (whether before or after the date hereof)non-Tax claim.

Borrower Indemnity. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the Borrower shall agrees to indemnify and hold harmless on an after-Tax basis the LenderFacility Agent, the Agents, the Lenders, the Note Registrar, the Collateral Agent, Custodian and the Collateral Custodian, the Securities Intermediary and the Agent and each of their respective Affiliates, and each of their respective successors, transferees, participants and assigns and all officers, directors, officersshareholders, employeescontrolling persons, counselemployees and agents of any of the foregoing (each of the foregoing Persons being individually called an “Indemnified Party”), agents and attorneys-in-fact and successors in interest (collectively the “Indemnitees”) forthwith on demand, from and against any and all liabilities, obligationsdamages (including punitive damages), losses, damages, penalties, claims, demandsliabilities and related costs and expenses, actions, judgments, suits, costs, expenses and disbursements (including all reasonable and documented legal attorneys’ and accountants’ fees and expenses of one law firm plus any local counsel deemed appropriate by such law firm) disbursements (all of the foregoing being collectively called “Indemnified Amounts”) awarded against or incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower of any kind or nature, which may at any time be imposed on, incurred by or asserted against any such Indemnitee in connection with (i) the execution, delivery and performance by the parties thereto of their respective obligations under this Agreement or any other Transaction Document and the transactions contemplated hereby or thereby, and the consummation and administration of the transactions contemplated hereby and thereby (other than with respect to legal fees and disbursements incurred on or prior to the date hereof), including, without limitation any reasonable and documented out-of-pocket costs and expenses of the Agent in connection with any swap transaction with parties other than the Lender, or (ii) any actual or prospective claim, litigation, investigation or proceeding brought or threatened whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether such Indemnitee is designated a party thereto, relating to or them arising out of this Agreement or relating to any other Transaction Document or the transactions contemplated hereby and thereby, the Lender’s or thereby or the Agent’s activities in connection herewith or therewith or any actual or proposed use of proceeds therefrom by the Borrower, including in respect of loans hereunder; provided that such indemnity shall notthe funding of any Advance or any breach of any representation, as warranty or covenant of the Borrower or the Investment Manager in any Transaction Document or in any certificate or other written material delivered by any of them pursuant to any IndemniteeTransaction Document, be available excluding, however, Indemnified Amounts payable to an Indemnified Party (a) to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct on the part of such Indemniteeany Indemnified Party and (b) resulting from the performance of the Collateral Obligations. Neither This Section 16.1 shall not apply to Taxes, but shall be subject to Section 16.4. Indemnification under this Section 16.1 shall survive the Borrower nor any Indemnitee shall have any liability for any special, indirect, consequential or punitive damages relating to termination of this Agreement and the resignation or removal of any other Transaction Document or arising out Indemnified Party and shall include reasonable fees and expenses of its activities in connection herewith or therewith (whether before or after the date hereof)counsel and expenses of litigation.

Borrower Indemnity. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the Borrower shall agrees to indemnify and hold harmless on an after-Tax basis the LenderFacility Agent, the Agents, the Lenders, the Servicer, the Loan Registrar, the Collateral Agent, Custodian and the Collateral Custodian, the Securities Intermediary and the Agent and each of their respective Affiliates, and each of their respective successors, transferees, participants and assigns and all officers, directors, officersshareholders, employeescontrolling persons, counselemployees and agents of any of the foregoing (each of the foregoing Persons being individually called an “Indemnified Party”), agents and attorneys-in-fact and successors in interest (collectively the “Indemnitees”) forthwith on demand, from and against any and all liabilities, obligationsdamages (including punitive damages), losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses liabilities and disbursements (including all related reasonable and documented legal out-of-pocket costs and expenses, including reasonable and documented attorneys’ and accountants’ fees and expenses of one law firm plus any local counsel deemed appropriate by such law firm) disbursements (all of the foregoing being collectively called “Indemnified Amounts”) awarded against or incurred by any Indemnitee of them arising out of or asserted against relating to any Indemnitee by any third party or by the Borrower of any kind or nature, which may at any time be imposed on, incurred by or asserted against any such Indemnitee in connection with (i) the execution, delivery and performance by the parties thereto of their respective obligations under this Agreement or any other Transaction Document and or the transactions contemplated hereby or therebythereby (including the structuring and arranging of such transactions) or the use of proceeds therefrom by the Borrower, including in respect of the funding of any Advance or any breach of any representation, warranty or covenant of the Borrower or the Servicer in any Transaction Document or in any certificate or other written material delivered by any of them pursuant to any Transaction Document, excluding, however, Indemnified Amounts payable to an Indemnified Party (a) to the extent determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party and (b) other than in the case of the Collateral Agent, the Collateral Custodian and the consummation and administration Securities Intermediary, resulting from the performance of the transactions contemplated hereby Collateral Obligations. Indemnification under this Section 16.1 shall survive the termination of this Agreement and thereby (other than with respect to legal the resignation or removal of any Indemnified Party and shall include reasonable and documented fees and disbursements incurred on or prior to the date hereof), including, without limitation any out-of-pocket expenses of counsel and reasonable and documented out-of-pocket costs and expenses of litigation. Notwithstanding anything to the Agent in connection with any swap transaction with parties other than the Lender, or (ii) any actual or prospective claim, litigation, investigation or proceeding brought or threatened whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether such Indemnitee is designated a party thereto, relating to or arising out of this Agreement or any other Transaction Document or the transactions contemplated hereby and therebycontrary contained herein, the Lender’s or the Agent’s activities in connection herewith or therewith or Borrower will be obligated to pay any actual or proposed use of proceeds of loans hereunder; provided that such indemnity shall not, as to Indemnified Amount on any Indemnitee, be available given day only to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements there are determined by a court of competent jurisdiction by final and nonappealable judgment amounts available therefor pursuant to have resulted from the gross negligence or willful misconduct of such Indemnitee. Neither the Borrower nor any Indemnitee shall have any liability for any special, indirect, consequential or punitive damages relating to this Agreement or any other Transaction Document or arising out of its activities in connection herewith or therewith (whether before or after the date hereofSection 8.3(a).

Borrower Indemnity. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the Borrower shall agrees to indemnify and hold harmless on an after-Tax basis the LenderAdministrative Agent, the Servicer, the Lenders, the Loan Registrar, the Collateral Agent, Custodian and the Collateral Custodian, the Securities Intermediary and the Agent and each of their respective Affiliates, and each of their respective successors, transferees, participants and assigns and all officers, directors, officersshareholders, employeescontrolling persons, counselemployees and agents of any of the foregoing (each of the foregoing Persons being individually called an “Indemnified Party”), agents and attorneys-in-fact and successors in interest (collectively the “Indemnitees”) forthwith on demand, from and against any and all liabilities, obligationsdamages, losses, damages, penalties, claims, demandsliabilities and related costs and expenses, actions, judgments, suits, costs, expenses and disbursements (including all reasonable and documented legal attorneys’ and accountants’ fees and expenses disbursements awarded against or incurred by any of one law firm plus them arising out of or relating to any local counsel deemed appropriate Transaction Document or the transactions contemplated hereby or thereby (including the structuring and arranging of such transactions) or the use of proceeds therefrom by such law firm) the Borrower, including in respect of the funding of any Advance or any breach of any representation, warranty or covenant of the Borrower or the Servicer in any Transaction Document or in any certificate or other written material delivered by any of them pursuant to any Transaction Document (all of the foregoing foregoing, subject to the following exclusion, being collectively called “Indemnified Amounts”) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower of any kind or nature, which may at any time be imposed on, incurred by or asserted against any such Indemnitee in connection with (i) the execution, delivery and performance by the parties thereto of their respective obligations under this Agreement or any other Transaction Document and the transactions contemplated hereby or thereby, and the consummation and administration of the transactions contemplated hereby and thereby (other than with respect to legal fees and disbursements incurred on or prior to the date hereof), includingexcluding, without limitation however, any reasonable and documented out-of-pocket costs and expenses of the Agent in connection with any swap transaction with parties other than the Lender, or amounts payable to an Indemnified Party (iia) any actual or prospective claim, litigation, investigation or proceeding brought or threatened whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether such Indemnitee is designated a party thereto, relating to or arising out of this Agreement or any other Transaction Document or the transactions contemplated hereby and thereby, the Lender’s or the Agent’s activities in connection herewith or therewith or any actual or proposed use of proceeds of loans hereunder; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct on the part of such Indemniteeany Indemnified Party, (b) resulting from the performance of the Collateral Obligations or (c) on account of Excluded Taxes or Indemnified Taxes payable pursuant to Section 4.3. Neither Indemnification under this Section 16.1 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. For the avoidance of doubt, notwithstanding anything to the contrary contained herein, the Borrower nor will be obligated to pay any Indemnitee Indemnified Amount on any given day only to the extent there are amounts available therefor pursuant to Section 8.3. Any amounts subject to the indemnification provisions of this Section 16.1 shall have any be paid by the Borrower to the applicable Indemnified Party (subject to Section 8.3) on the Distribution Date following such Person’s demand therefor, accompanied by a reasonably detailed description in writing of the related damage, loss, claim, liability and related costs and expenses. In no event shall the Borrower be liable for any special, indirect, punitive or consequential loss or punitive damages relating damage of any kind whatsoever (including but not limited to this Agreement lost profits), even if the Borrower has been advised of the likelihood of such loss or any other Transaction Document or arising out damage and regardless of its activities in connection herewith or therewith (whether before or after the date hereof)form of action.

Borrower Indemnity. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the Borrower shall indemnify and hold harmless on an after-Tax basis the defend Administrative Agent, Collateral Agent and each Lender, and each Related Party of any of the Collateral Agent, the Collateral Custodian, the Securities Intermediary and the Agent and their respective Affiliatesforegoing Persons (each such Person being called an “Indemnitee”) against, and their respective directorshold each Indemnitee harmless from, officers, employees, counsel, agents and attorneys-in-fact and successors in interest (collectively the “Indemnitees”) from and against any and all liabilitieslosses, obligations, lossesclaims, damages, penalties, claims, demands, actions, judgments, suitsliabilities and related expenses, costsincluding the fees, expenses charges and disbursements (of any counsel for any Indemnitee, including all reasonable and documented legal fees and expenses of one law firm plus any local counsel deemed appropriate by such law firm) (all of in enforcing the foregoing being collectively called indemnification (collectively, “Indemnified AmountsLosses”) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower of any kind or nature, which may at any time be imposed on), incurred by or asserted against any such Indemnitee arising out of, in connection with with, or as a result of (i) the executionexecution or delivery of this Agreement, delivery and the other Loan Documents, or any agreement or instrument contemplated hereby, the performance by the parties thereto hereto of their respective obligations under this Agreement hereunder or the consummation of the Transactions or any other Transaction Document and the transactions contemplated hereby or thereby, and (ii) any Loan or the consummation and administration 106 use of the transactions contemplated hereby and thereby (other than with respect to legal fees and disbursements incurred on or prior to the date hereof), including, without limitation any reasonable and documented out-of-pocket costs and expenses of the Agent in connection with any swap transaction with parties other than the Lenderproceeds therefrom, or (iiiii) any actual or prospective claim, litigation, investigation or proceeding brought or threatened relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, theory and regardless of whether such any Indemnitee is designated a party thereto, relating to or arising out of this Agreement or any other Transaction Document or the transactions contemplated hereby and thereby, the Lender’s or the Agent’s activities in connection herewith or therewith or any actual or proposed use of proceeds of loans hereunder; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements Losses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. Neither The foregoing indemnity set forth in this Section 11.03(b) shall not apply (i) with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim and (ii) to any Losses which are the Borrower nor any Indemnitee shall have any subject of the Environmental Indemnity Agreement, it being the intention of the parties hereto that Borrower’s liability for any special, indirect, consequential or punitive damages relating to environmental matters be governed exclusively by the Environmental Indemnity Agreement and not by this Agreement or any other Transaction Document or arising out of its activities in connection herewith or therewith (whether before or after the date hereof)Agreement.

Borrower Indemnity. Without limiting any other rights which any such Borrower hereby agrees to indemnify Lender (and for purposes of this Section 9.3, Lender shall include its officers and directors) and each Person may have hereunder who controls the Lender within the meaning of Section 15 of the Securities Act or under Applicable LawSection 20 of the Exchange Act (collectively, the Borrower “Lender Group”), the issuer of the Securities (the “Issuer” and for purposes of this Section 9.3, Issuer shall indemnify include its officers, director and hold harmless on an after-Tax basis each Person who controls the Issuer within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and any placement agent or underwriter with respect to the Secondary Market Transaction, each of their respective officers and directors and each Person who controls the placement agent or underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Underwriter Group”) for any losses, claims, damages or liabilities (collectively, the “Liabilities”) to which Lender, the Collateral AgentLender Group, the Collateral CustodianIssuer or the Underwriter Group may become subject insofar as the Liabilities arise out of, or are based upon, (i) any untrue statement of any material fact contained in the information provided to Lender by Borrower and Operating Lessee and their agents, counsel and representatives, (ii) the omission or alleged omission to state therein a material fact required to be stated in such information or necessary in order to make the statements in such information, in light of the circumstances under which they were made, not misleading, or (iii) a breach of the representations and warranties made by Borrower or Operating Lessee in Section 4.8 of this Agreement (Full and Accurate Disclosure). Borrower also agrees to reimburse Lender, the Securities Intermediary and Lender Group, the Agent and their respective Affiliates, and their respective directors, officers, employees, counsel, agents and attorneys-in-fact and successors in interest (collectively Issuer and/or the “Indemnitees”) from and against Underwriter Group for any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, legal or other expenses and disbursements (including all reasonable and documented legal fees and expenses of one law firm plus any local counsel deemed appropriate by such law firm) (all of the foregoing being collectively called “Indemnified Amounts”) reasonably incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Lender, the Borrower of any kind or natureLender Group, which may at any time be imposed on, incurred by or asserted against any such Indemnitee the Issuer and/or the Underwriter Group in connection with (i) investigating or defending the execution, delivery and performance by the parties thereto of their respective obligations Liabilities. Borrower’s liability under this Agreement paragraph will be limited to Liabilities that arise out of, or any other Transaction Document and the transactions contemplated hereby are based upon, an untrue statement or therebyomission made in reliance upon, and in conformity with, information furnished to Lender by or on behalf of Borrower or Operating Lessee in connection with the consummation and administration preparation of the transactions contemplated hereby Disclosure Document or in connection with the underwriting or closing of the Loan, including financial statements of Borrower and thereby (other than Operating Lessee, operating statements and rent rolls with respect to legal fees and disbursements incurred on or prior to the date hereof), including, without limitation any reasonable and documented out-of-pocket costs and expenses of the Agent Property. This indemnification provision will be in connection with any swap transaction with parties other than the Lender, or (ii) any actual or prospective claim, litigation, investigation or proceeding brought or threatened whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether such Indemnitee is designated a party thereto, relating to or arising out of this Agreement or any other Transaction Document or the transactions contemplated hereby and thereby, the Lender’s or the Agent’s activities in connection herewith or therewith or any actual or proposed use of proceeds of loans hereunder; provided that such indemnity shall not, as addition to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. Neither the liability which Borrower nor any Indemnitee shall have any liability for any special, indirect, consequential or punitive damages relating to this Agreement or any other Transaction Document or arising out of its activities in connection herewith or therewith (whether before or after the date hereof)may otherwise have.

Borrower Indemnity. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the Borrower shall agrees to indemnify and hold harmless on an after-Tax basis the LenderFacility Agent, the Agents, the Lenders, the Loan Registrar, the Collateral Agent, Custodian and the Collateral Custodian, the Securities Intermediary and the Agent and each of their respective Affiliates, and each of their respective successors, transferees, participants and assigns and all officers, directors, officersshareholders, employeescontrolling persons, counselemployees and agents of any of the foregoing (each of the foregoing Persons being individually called an “Indemnified Party”), agents and attorneys-in-fact and successors in interest (collectively the “Indemnitees”) forthwith on demand, from and against any and all liabilities, obligationsdamages (including punitive damages), losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses liabilities and disbursements (including all related reasonable and documented legal out-of-pocket costs and expenses, including reasonable and documented attorneys’ and accountants’ fees and expenses of one law firm plus any local counsel deemed appropriate by such law firm) disbursements (all of the foregoing being collectively called “Indemnified Amounts”) awarded against or incurred by any Indemnitee of them arising out of or asserted against relating to any Indemnitee by any third party or by the Borrower of any kind or nature, which may at any time be imposed on, incurred by or asserted against any such Indemnitee in connection with (i) the execution, delivery and performance by the parties thereto of their respective obligations under this Agreement or any other Transaction Document and or the transactions contemplated hereby or therebythereby (including the structuring and arranging of such transactions) or the use of proceeds therefrom by the Borrower, including in respect of the funding of any Advance or any breach of any representation, warranty or covenant of the Borrower or the Services Provider in any Transaction Document or in any certificate or other written material delivered by any of them pursuant to any Transaction Document, excluding, however, Indemnified Amounts payable to an Indemnified Party (a) to the extent determined by a court of competent jurisdiction to have resulted from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party and (b) resulting from the performance of the Collateral Obligations. Indemnified Amounts shall not include any Taxes or Increased Costs, other than any Taxes that represent Indemnified Amounts arising from any non-Tax claim. Indemnification under this Section 16.1 shall survive the termination of this Agreement and the consummation resignation or removal of any Indemnified Party and administration of the transactions contemplated hereby shall include reasonable and thereby (other than with respect to legal documented fees and disbursements incurred on or prior to the date hereof), including, without limitation any out-of-pocket expenses of counsel and reasonable and documented out-of-pocket costs and expenses of litigation. Notwithstanding anything to the Agent in connection with any swap transaction with parties other than the Lender, or (ii) any actual or prospective claim, litigation, investigation or proceeding brought or threatened whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether such Indemnitee is designated a party thereto, relating to or arising out of this Agreement or any other Transaction Document or the transactions contemplated hereby and therebycontrary contained herein, the Lender’s or the Agent’s activities in connection herewith or therewith or Borrower 138 will be obligated to pay any actual or proposed use of proceeds of loans hereunder; provided that such indemnity shall not, as to Indemnified Amount on any Indemnitee, be available given day only to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements there are determined by a court of competent jurisdiction by final and nonappealable judgment amounts available therefor pursuant to have resulted from the gross negligence or willful misconduct of such Indemnitee. Neither the Borrower nor any Indemnitee shall have any liability for any special, indirect, consequential or punitive damages relating to this Agreement or any other Transaction Document or arising out of its activities in connection herewith or therewith (whether before or after the date hereofSection 8.3(a).

Borrower Indemnity. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the Borrower shall agrees to indemnify and hold harmless on an after-Tax basis the LenderFacility Agent, the Collateral AgentLenders, the Servicer, the Loan Registrar, the Collateral Custodian, the Securities Intermediary and the Collateral Agent and each of their respective Affiliates, and each of their respective successors, transferees, participants and assigns and all officers, directors, officersshareholders, employeescontrolling persons, counselemployees and agents of any of the foregoing (each of the foregoing Persons being individually called an “Indemnified Party”), agents and attorneys-in-fact and successors in interest (collectively the “Indemnitees”) forthwith on demand, from and against any and all liabilities, obligationsdamages, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses liabilities and disbursements (including all related reasonable and documented legal out-of-pocket costs and expenses, including reasonable and documented attorneys’ and accountants’ fees and expenses of one law firm plus any local counsel deemed appropriate by such law firm) disbursements (all of the foregoing being collectively called “Indemnified Amounts”) awarded against or incurred by any Indemnitee of them arising out of or asserted against any Indemnitee by any third party in connection with, or by the Borrower reason of any kind one or naturemore of the following: (i) preparation for a defense of any investigation, which may at any time be imposed onlitigation or proceeding arising out of, incurred by related to or asserted against any such Indemnitee in connection with (i) the executionthis Agreement, delivery and performance by the parties thereto of their respective obligations under this Agreement or any other Transaction Document and Document, any Underlying Instrument or any of the transactions contemplated hereby or thereby; (ii) any breach or alleged breach of any representation, and warranty or covenant by the consummation and administration Borrower, the Equityholder or the Servicer contained in any Transaction Document; (iii) any representation or warranty made or deemed made by the Borrower, the Equityholder or the Servicer contained in any Transaction Document or in any certificate, statement or report delivered in connection therewith is false or incorrect; (iv) any failure by the Borrower, the Equityholder or the Servicer to comply with any Applicable Law or contractual obligation binding upon it; (v) any failure to vest, or delay in vesting, in the Collateral Agent (for the benefit of the transactions contemplated hereby Secured Parties) a perfected security interest in all of the Collateral free and thereby clear of all Liens (other than Permitted Liens); (vi) any action or omission, not expressly authorized by the Transaction Documents, by the Borrower or any Affiliate of the Borrower which has the effect of impairing the validity or enforceability of the Collateral or the rights of the Collateral Agent or the other Secured Parties with respect thereto; (vii) the failure to file, or any delay in filing, financing statements, continuation statements or the equivalent thereof in any foreign jurisdiction or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law with respect to legal any Collateral, whether at the time of any Advance or at any subsequent time; (viii) any dispute, claim, offset or defense (other than the discharge in bankruptcy of an Obligor) of an Obligor to the payment with respect to any Collateral (including a defense based on any Collateral Obligation (or the Underlying Instruments evidencing such Collateral Obligation) not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms, except to the extent such unenforceability is due to the bankruptcy of such Obligor), or any other claim resulting from any related property securing such Collateral Obligation; (ix) the commingling of Collections on the Collateral at any time with other funds; (x) any failure by the Borrower to give reasonably equivalent value to the applicable seller, in consideration for the transfer by such seller to the Borrower of any item of Collateral or any attempt by any Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable action, including any provision of the Bankruptcy Code; (xi) the failure of the Borrower, the Servicer or any of their respective agents or representatives to remit to the Collection Account, within two (2) Business Day of receipt, Collections on the Collateral Obligations remitted to the Borrower, the Servicer or any such agent or representative as provided in this Agreement; and (xii) any Event of Default; in each case excluding any Indemnified Amounts payable to an Indemnified Party (a) to the extent determined by a court of competent jurisdiction to have resulted from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party and (b) resulting from the performance of the Collateral Obligations. This Section 16.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. In the event that the Borrower makes any payment pursuant to this Section 16.1 and the Indemnified Party subsequently receives the benefit of any payment from a third party, such Indemnified Party shall return the amount of such payment to the Borrower. Notwithstanding anything to the contrary herein, in no event shall the Borrower be liable to an Indemnified Party for any special, indirect, consequential, remote, speculative or punitive damages (as opposed to direct or actual damages), even if the Borrower or the Servicer has been advised of the likelihood of such loss or damage and regardless of the form of action, and each Indemnified Party hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected; provided that this sentence shall in no way limit or vitiate any obligations of the Borrower 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. Indemnification under this Section 16.1 shall survive the termination of this Agreement and the resignation or removal of any Indemnified Party and shall include reasonable and documented fees and disbursements incurred on or prior to the date hereof), including, without limitation any out-of-pocket expenses of counsel and reasonable and documented out-of-pocket costs and expenses of litigation. For the Agent in connection with any swap transaction with parties other than avoidance of doubt, notwithstanding anything to the Lender, or (ii) any actual or prospective claim, litigation, investigation or proceeding brought or threatened whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether such Indemnitee is designated a party thereto, relating to or arising out of this Agreement or any other Transaction Document or the transactions contemplated hereby and therebycontrary contained herein, the Lender’s or the Agent’s activities in connection herewith or therewith or Borrower will be obligated to pay any actual or proposed use of proceeds of loans hereunder; provided that such indemnity shall not, as to Indemnified Amount on any Indemnitee, be available given day only to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements there are determined by a court of competent jurisdiction by final and nonappealable judgment amounts available therefor pursuant to have resulted from the gross negligence or willful misconduct of such Indemnitee. Neither the Borrower nor any Indemnitee shall have any liability for any special, indirect, consequential or punitive damages relating to this Agreement or any other Transaction Document or arising out of its activities in connection herewith or therewith (whether before or after the date hereof)Section 8.3.

Borrower Indemnity. Without limiting Borrowers shall indemnify Administrative Agent, and each Related Party of any other rights which any of the foregoing Persons (each such Person may have hereunder or under Applicable Lawbeing called an “Indemnitee”) against, the Borrower shall indemnify and hold each Indemnitee harmless on an after-Tax basis the Lenderfrom, the Collateral Agent, the Collateral Custodian, the Securities Intermediary and the Agent and their respective Affiliates, and their respective directors, officers, employees, counsel, agents and attorneys-in-fact and successors in interest (collectively the “Indemnitees”) from and against any and all liabilitieslosses, obligations, lossesclaims, damages, penalties, claims, demands, actions, judgments, suitsliabilities and related expenses, costsincluding the fees, expenses charges and disbursements (including all reasonable and documented legal fees and expenses of one law firm plus any local counsel deemed appropriate by such law firm) (all of the foregoing being collectively called “Indemnified Amounts”) incurred by for any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower of any kind or nature(collectively, which may at any time be imposed on“Losses”), incurred by or asserted against any such Indemnitee arising out of, in connection with with, or as a result of (i) the executionexecution or delivery of this Agreement or any agreement or instrument contemplated hereby, delivery and the performance by the parties thereto hereto of their respective obligations under this Agreement hereunder or the consummation of the Transactions or any other Transaction Document and the transactions contemplated hereby hereby, (ii) any Loan or thereby, and the consummation and administration use of the transactions contemplated hereby and thereby (other than with respect to legal fees and disbursements incurred on or prior to the date hereof), including, without limitation any reasonable and documented out-of-pocket costs and expenses of the Agent in connection with any swap transaction with parties other than the Lenderproceeds therefrom, or (iiiv) any actual or prospective claim, litigation, investigation or proceeding brought or threatened relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, theory and regardless of whether such any Indemnitee is designated a party thereto, relating to or arising out of this Agreement or any other Transaction Document or the transactions contemplated hereby and thereby, the Lender’s or the Agent’s activities in connection herewith or therewith or any actual or proposed use of proceeds of loans hereunder; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements Losses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. Neither The foregoing indemnity set forth in this Section 10.03(b) shall not apply (i) with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim and (ii) to any Losses, which are the Borrower nor any Indemnitee shall have any subject of the Environmental Indemnity Agreement, it being the intention of the parties hereto that Borrower’s liability for any special, indirect, consequential or punitive damages relating to environmental matters be governed exclusively by the Environmental Indemnity Agreement and not by this Agreement or any other Transaction Document or arising out of its activities in connection herewith or therewith (whether before or after the date hereof)Agreement.

Borrower Indemnity. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the Borrower shall indemnify and hold harmless on an after-Tax basis the LenderLenders, the Collateral Agent, the Collateral CustodianAdministrator, the Securities Intermediary Intermediary, the Document Custodian and the Agent and their respective Affiliates, and their respective directors, officers, employees, counsel, agents and attorneys-in-fact and successors in interest (collectively the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including all but limited, in the case of legal fees and expenses, to the reasonable and documented legal fees and expenses of one law firm for the Agent and the Lenders, taken as a whole, and one law firm for the Collateral Agent, the Collateral Administrator and the Document Custodian, taken as a whole, plus any one local counsel for each applicable jurisdiction deemed reasonably appropriate or necessary by such law firm) (all of the foregoing being collectively called “Indemnified Amounts”) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower of any kind or nature, which may at any time be imposed on, incurred by or asserted against any such Indemnitee in connection with (i) the execution, delivery and performance by the parties thereto of their respective obligations under this Agreement or any other Transaction Document and the transactions contemplated hereby or thereby, and the consummation and administration of the transactions contemplated hereby and thereby (other than with respect to legal fees and disbursements incurred on or prior to the date hereof), including, without limitation any reasonable and documented out-of-pocket costs and expenses of the Agent in connection with any swap transaction with parties other than the LenderLender and including the costs and expenses of enforcing this section, or (ii) any actual or prospective claim, litigation, investigation or proceeding brought or threatened whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether such Indemnitee is designated a party thereto, relating to or arising out of this Agreement or any other Transaction Document or the transactions contemplated hereby and thereby, the Lender’s or the AgentIndemnitee’s activities in connection herewith or therewith or any actual or proposed use of proceeds of loans hereunder; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. This Section 16.1 shall not apply to Taxes (other than Taxes that are damages, losses, claims and liabilities arising in connection with a non-Tax claim). Neither the Borrower Borrower, the Servicer nor any Indemnitee shall have any liability for any special, indirect, consequential or punitive damages relating to this Agreement or any other Transaction Document or arising out of its activities in connection herewith or therewith (whether before or after the date hereof); provided that the foregoing shall not limit the indemnification obligations of the Borrower to any Indemnitee pursuant to this Section 16.1 based upon any third-party claims relating thereto.

Borrower Indemnity. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the Borrower BORROWER shall indemnify and hold harmless on the AGENT and each BANK (each such Person being called an after-Tax basis the Lender, the Collateral Agent, the Collateral Custodian, the Securities Intermediary and the Agent and their respective Affiliates, and their respective directors, officers, employees, counsel, agents and attorneys-in-fact and successors in interest (collectively the “IndemniteesIndemnitee”) harmless from and against any and all claims, liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including all reasonable attorneys’ fees), or disbursements resulting from: (a) the material inaccuracy of any representation or warranty of BORROWER described in this AGREEMENT or the LOAN DOCUMENTS or any financing statements or other financial information provided to Indemnitee; (b) the breach of any covenant or other obligation of BORROWER described in this AGREEMENT or the LOAN DOCUMENTS (including, but not limited to, BORROWER’s failure to comply with any Environmental Law); (c) Indemnitee’s exercise of any of their rights and documented legal fees and expenses of one law firm plus any local counsel deemed appropriate by such law firmremedies described in this AGREEMENT or the LOAN DOCUMENTS; or (d) (all of otherwise pertaining to the foregoing being collectively called “Indemnified Amounts”) incurred by NOTES, Material Contracts, this AGREEMENT, or the LOAN DOCUMENTS; provided, however, that BORROWER shall not be required to indemnify any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower of any kind or nature, which may at any time be imposed on, incurred by or asserted against any such Indemnitee in connection with (i) the execution, delivery and performance by the parties thereto of their respective obligations under this Agreement or any other Transaction Document and the transactions contemplated hereby or thereby, and the consummation and administration of the transactions contemplated hereby and thereby (other than with respect to legal fees and disbursements incurred on or prior to the date hereof), including, without limitation any reasonable and documented out-of-pocket costs and expenses of the Agent in connection with any swap transaction with parties other than the Lender, or (ii) any actual or prospective claim, litigation, investigation or proceeding brought or threatened whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether such Indemnitee is designated a party thereto, relating to or arising out of this Agreement or any other Transaction Document or the transactions contemplated hereby and thereby, the Lender’s or the Agent’s activities in connection herewith or therewith or any actual or proposed use of proceeds of loans hereunder; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined any claim is found by a non-appealable order of a court of competent with proper jurisdiction by final and nonappealable judgment to have resulted from the be due to such Indemnitee’s gross negligence or willful misconduct misconduct. BORROWER’s obligations to indemnify and hold Indemnitees harmless shall survive the payment of such Indemnitee. Neither the Borrower nor any Indemnitee shall have any liability for any special, indirect, consequential or punitive damages relating to LOANS and the OBLIGATIONS and the termination of this Agreement AGREEMENT or any other Transaction Document or arising out of its activities in connection herewith or therewith LOAN DOCUMENT. A CREDIT AGREEMENT MUST BE IN WRITING TO BE ENFORCEABLE UNDER NEBRASKA LAW. TO PROTECT YOU (whether before or after the date hereof)BORROWER) AND US (LENDER) FROM ANY MISUNDERSTANDINGS OR DISAPPOINTMENTS, ANY CONTRACT, PROMISE, UNDERTAKING, OR OFFER TO FOREBEAR REPAYMENT OF MONEY OR TO MAKE ANY OTHER FINANCIAL ACCOMMODATION IN CONNECTION WITH THIS LOAN OF MONEY OR GRANT OR EXTENSION OF CREDIT, OR ANY AMENDMENT OF, CANCELLATION OF, WAIVER OF, OR SUBSTITUTION FOR ANY OR ALL OF THE TERMS OR PROVISIONS OF ANY INSTRUMENT OR DOCUMENT EXECUTED IN CONNECTION WITH THIS LOAN OF MONEY OR GRANT OR EXTENSION OF CREDIT, MUST BE IN WRITING TO BE EFFECTIVE.

Borrower Indemnity. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the The Borrower shall indemnify and hold harmless on an after-Tax basis the LenderLenders, the Collateral Agent, the Collateral Administrator, the Document Custodian, the Securities Intermediary and the Agent and their respective Affiliates, and their respective directors, officers, employees, counsel, agents and attorneys-in-fact and successors in interest (collectively the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including all but limited, in the case of legal fees and expenses, to the reasonable and documented legal fees and expenses of one law firm for the Agent and Lenders, taken as a whole, and one law firm for the Collateral Agent, the Collateral Administrator and the Document Custodian, taken as a whole, plus any local counsel deemed appropriate by any such law firm) (all of the foregoing being collectively called “Indemnified Amounts”) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower of any kind or nature, which may at any time be imposed on, incurred by or asserted against any such Indemnitee in connection with (i) the execution, delivery and performance by the parties thereto of their respective obligations under this Agreement or any other Transaction Document and the transactions contemplated hereby or therebythereby (including the enforcement of this Section 16.1), and the consummation and administration of the transactions contemplated hereby and thereby (other than with respect to legal fees and disbursements incurred on or prior to the date hereof), including, without limitation any reasonable and documented out-of-pocket costs and expenses of the Agent in connection with any swap transaction with parties other than the Lender, or (ii) any actual or prospective claim, litigation, investigation or proceeding brought or threatened whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether such Indemnitee is designated a party thereto, relating to or arising out of this Agreement or any other Transaction Document or the transactions contemplated hereby and thereby, the Lender’s or the Agent’s activities in connection herewith or therewith or any actual or proposed use of proceeds of loans hereunder; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such any Indemnitee. Neither the Borrower nor any Indemnitee This Section 16.1 shall have any liability for any specialnot apply to Taxes (other than Taxes that are damages, indirectlosses, consequential or punitive damages relating to this Agreement or any other Transaction Document or claims and liabilities arising out of its activities in connection herewith or therewith (whether before or after the date hereofwith a non-Tax claim).

Borrower Indemnity. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the Borrower shall agrees to indemnify and hold harmless on an after-Tax basis the LenderAdministrative Agent, the Servicer, the Lenders, the Loan Registrar, the Collateral Agent, Custodian and the Collateral Custodian, the Securities Intermediary and the Agent and each of their respective Affiliates, and each of their respective successors, transferees, participants and assigns and all officers, directors, officersshareholders, employeescontrolling persons, counselemployees and agents of any of the foregoing (each of the foregoing Persons being individually called an “Indemnified Party”), agents and attorneys-in-fact and successors in interest (collectively the “Indemnitees”) forthwith on demand, from and against any and all liabilities, obligationsdamages, losses, damages, penalties, claims, demandsliabilities and related costs and expenses, actions, judgments, suits, costs, expenses and disbursements (including all reasonable and documented legal attorneys’ and accountants’ fees and expenses disbursements awarded against or incurred by any of one law firm plus them arising out of or relating to any local counsel deemed appropriate Transaction Document or the transactions contemplated hereby or thereby (including the structuring and arranging of such transactions) or the use of proceeds therefrom by such law firm) the Borrower, including in respect of the funding of any Advance or any breach of any representation, warranty or covenant of the Borrower or the Servicer in any Transaction Document or in any certificate or other written material delivered by any of them pursuant to any Transaction Document (all of the foregoing foregoing, subject to the following exclusion, being collectively called “Indemnified Amounts”) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower of any kind or nature, which may at any time be imposed on, incurred by or asserted against any such Indemnitee in connection with (i) the execution, delivery and performance by the parties thereto of their respective obligations under this Agreement or any other Transaction Document and the transactions contemplated hereby or thereby, and the consummation and administration of the transactions contemplated hereby and thereby (other than with respect to legal fees and disbursements incurred on or prior to the date hereof), includingexcluding, without limitation however, any reasonable and documented out-of-pocket costs and expenses of the Agent in connection with any swap transaction with parties other than the Lender, or amounts payable to an Indemnified Party (iia) any actual or prospective claim, litigation, investigation or proceeding brought or threatened whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether such Indemnitee is designated a party thereto, relating to or arising out of this Agreement or any other Transaction Document or the transactions contemplated hereby and thereby, the Lender’s or the Agent’s activities in connection herewith or therewith or any actual or proposed use of proceeds of loans hereunder; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct on the part of such Indemniteeany Indemnified Party, (b) resulting from the performance of the Collateral Obligations or (c) on account of Excluded Taxes or Indemnified Taxes payable pursuant to Section 4.3. Neither S- 120 Indemnification under this Section 16.1 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. For the avoidance of doubt, notwithstanding anything to the contrary contained herein, the Borrower nor will be obligated to pay any Indemnitee Indemnified Amount on any given day only to the extent there are amounts available therefor pursuant to Section 8.3. Any amounts subject to the indemnification provisions of this Section 16.1 shall have any be paid by the Borrower to the applicable Indemnified Party (subject to Section 8.3) on the Distribution Date following such Person’s demand therefor, accompanied by a reasonably detailed description in writing of the related damage, loss, claim, liability and related costs and expenses. In no event shall the Borrower be liable for any special, indirect, punitive or consequential loss or punitive damages relating damage of any kind whatsoever (including but not limited to this Agreement lost profits), even if the Borrower has been advised of the likelihood of such loss or any other Transaction Document or arising out damage and regardless of its activities in connection herewith or therewith (whether before or after the date hereof)form of action.

Borrower Indemnity. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the Borrower shall agrees to indemnify and hold harmless on an after-Tax basis the LenderFacility Agent, the Securities Intermediary, the Agents, the Lenders, the Servicer, the Loan Registrar, the Collateral Agent, Custodian and the Collateral Custodian, the Securities Intermediary and the Agent and each of their respective Affiliates, and each of their respective successors, transferees, participants and assigns and all officers, directors, officersshareholders, employeescontrolling persons, counselemployees and agents of any of the foregoing (each of the foregoing Persons being individually called an “Indemnified Party”), agents and attorneys-in-fact and successors in interest (collectively the “Indemnitees”) forthwith on demand, from and against any and all liabilities, obligationsdamages (including punitive damages), losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses liabilities and disbursements (including all related reasonable and documented legal out-of-pocket costs and expenses, including reasonable and documented attorneys’ and accountants’ fees and expenses of one law firm plus any local counsel deemed appropriate by such law firm) disbursements (all of the foregoing being collectively called “Indemnified Amounts”) awarded against or incurred by any Indemnitee of them arising out of or asserted against relating to any Indemnitee by any third party or by the Borrower of any kind or nature, which may at any time be imposed on, incurred by or asserted against any such Indemnitee in connection with (i) the execution, delivery and performance by the parties thereto of their respective obligations under this Agreement or any other Transaction Document and or the transactions contemplated hereby or therebythereby (including the structuring and arranging of such transactions) or the use of proceeds therefrom by the Borrower, including in respect of the funding of any Advance or any breach of any representation, warranty or covenant of the Borrower or the Servicer in any Transaction Document or in any certificate or other written material delivered by any of them pursuant to any Transaction Document, excluding, however, Indemnified Amounts payable to an Indemnified Party (a) to the extent determined by a court of competent jurisdiction byin a final and nonappealablenon-appealable judgment to have resulted from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party and, (b) other than in the case of the Collateral Agent, the Collateral Custodian and the consummation and administration Securities Intermediary, resulting from the performance of the transactions contemplated hereby Collateral Obligations. , (c) related to any loss in value of any Permitted Investment and thereby (d) in respect of Taxes (other than Taxes that represent losses or 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. Notwithstanding anything herein to the contrary, in no event shall the Borrower 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 Borrower has been advised of the likelihood of such loss or damage and regardless of the form of action; provided that, this sentence shall in no way limit or vitiate any obligations of the Borrower to indemnify an Indemnified Party hereunder with respect to legal any claims brought by third parties for special, indirect, consequential, remote, speculative or punitive damages whatsoever. Indemnification under this Section 16.1 shall survive the termination of this Agreement and the resignation or removal of any Indemnified Party and shall include reasonable and documented fees and disbursements incurred on or prior to the date hereof), including, without limitation any out-of-pocket expenses of counsel and reasonable and documented out-of-pocket costs and expenses of the Agent in connection with any swap transaction with parties other than the Lender, or (ii) any actual or prospective claim, litigation, investigation or proceeding brought or threatened whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether such Indemnitee is designated a party thereto, relating to or arising out including enforcement of this Agreement or any other Transaction Document or indemnity. Notwithstanding anything to the transactions contemplated hereby and therebycontrary contained herein, the Lender’s or the Agent’s activities in connection herewith or therewith or Borrower will be obligated to pay any actual or proposed use of proceeds of loans hereunder; provided that such indemnity shall not, as to Indemnified Amount on any Indemnitee, be available given day only to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements there are determined by a court of competent jurisdiction by final and nonappealable judgment amounts available therefor pursuant to have resulted from the gross negligence or willful misconduct of such Indemnitee. Neither the Borrower nor any Indemnitee shall have any liability for any special, indirect, consequential or punitive damages relating to this Agreement or any other Transaction Document or arising out of its activities in connection herewith or therewith (whether before or after the date hereofSection 8.3(a).

Borrower Indemnity. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the Borrower shall agrees to indemnify and hold harmless on an after-Tax basis the LenderFacility Agent, the Collateral AgentAgents, the Lenders, the Note Registrar, the Collateral Custodian, the Securities Intermediary and the Collateral Agent and each of their respective Affiliates, and each of their respective successors, transferees, participants and assigns and all officers, directors, officersshareholders, employeescontrolling persons, counselemployees and agents of any of the foregoing (each of the foregoing Persons being individually called an “Indemnified Party”), agents and attorneys-in-fact and successors in interest (collectively the “Indemnitees”) forthwith on demand, from and against any and all liabilities, obligationsdamages (including punitive damages), losses, damages, penalties, claims, demands, actions, judgments, suitsliabilities, costs, expenses and disbursements (including all including, without limitation, attorney's fees and expenses and the costs of enforcement of this Agreement or any provision hereof), but limited, in the case of legal fees and expenses, to the reasonable and documented legal fees and expenses of one law firm for the Facility Agent and the Lenders, taken as a whole, and one law firm for the Collateral Agent and the Collateral Custodian, taken as a whole, plus any local counsel deemed appropriate by any such law firm) firm (all of the foregoing being collectively called “Indemnified Amounts”) awarded against or incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower of any kind or nature, which may at any time be imposed on, incurred by or asserted against any such Indemnitee in connection with (i) the execution, delivery and performance by the parties thereto of their respective obligations under this Agreement or any other Transaction Document and the transactions contemplated hereby or thereby, and the consummation and administration of the transactions contemplated hereby and thereby (other than with respect to legal fees and disbursements incurred on or prior to the date hereof), including, without limitation any reasonable and documented out-of-pocket costs and expenses of the Agent in connection with any swap transaction with parties other than the Lender, or (ii) any actual or prospective claim, litigation, investigation or proceeding brought or threatened whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether such Indemnitee is designated a party thereto, relating to or them arising out of this Agreement or relating to any other Transaction Document or the transactions contemplated hereby and thereby, the Lender’s or thereby or the Agent’s activities in connection herewith or therewith or any actual or proposed use of proceeds therefrom by the Borrower, including in respect of loans hereunder; provided that such indemnity shall notthe funding of any Advance or any breach of any representation, as warranty or covenant of the Borrower or the Servicer in any Transaction Document or in any certificate or other written material delivered by any of them pursuant to any IndemniteeTransaction Document, be available excluding, however, Indemnified Amounts payable to an Indemnified Party (a) to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (i) with respect to the Collateral Agent and Collateral Custodian, the gross negligence or willful misconduct on the part of the Collateral Agent or Collateral Custodian, as applicable, and (ii) with respect to any other Indemnified Party, the gross negligence, bad faith or willful misconduct on the part of any such IndemniteeIndemnified Party or (b) resulting from the performance or non-performance of the Collateral Obligations. Neither This Section 16.1 shall not apply to Taxes (other than Taxes that are damages, losses, claims and liabilities arising in connection with a non-Tax claim). USActive 57084911.14 -129- Indemnification under this Section 16.1 shall survive the Borrower nor any Indemnitee shall have any liability for any special, indirect, consequential or punitive damages relating to termination of this Agreement and the resignation or removal of any other Transaction Document or arising out Indemnified Party and shall include reasonable fees and expenses of its activities in connection herewith or therewith (whether before or after the date hereof)counsel and expenses of litigation.

Borrower Indemnity. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the Borrower shall indemnify Administrative Agent and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless on an after-Tax basis the Lenderfrom, the Collateral Agent, the Collateral Custodian, the Securities Intermediary and the Agent and their respective Affiliates, and their respective directors, officers, employees, counsel, agents and attorneys-in-fact and successors in interest (collectively the “Indemnitees”) from and against any and all liabilitieslosses, obligations, lossesclaims, damages, penalties, claims, demands, actions, judgments, suitsliabilities and related expenses, costsincluding the fees, expenses charges and disbursements (including all reasonable and documented legal fees and expenses of one law firm plus any local counsel deemed appropriate by such law firm) (all of the foregoing being collectively called “Indemnified Amounts”) incurred by for any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower of any kind or nature(collectively, which may at any time be imposed on“Losses”), incurred by or asserted against any such Indemnitee arising out of, in connection with with, or as a result of (i) the executionexecution or delivery of this Agreement or any agreement or instrument contemplated hereby, delivery and the performance by the parties thereto hereto of their respective obligations under this Agreement hereunder or the consummation of the Transactions or any other Transaction Document and the transactions contemplated hereby hereby, (ii) any Loan or thereby, and the consummation and administration use of the transactions contemplated hereby and thereby (other than with respect to legal fees and disbursements incurred on or prior to the date hereof), including, without limitation any reasonable and documented out-of-pocket costs and expenses of the Agent in connection with any swap transaction with parties other than the Lenderproceeds therefrom, or (iiiii) any actual or prospective claim, litigation, investigation or proceeding brought or threatened relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, theory and regardless of whether such any Indemnitee is designated a party thereto, relating to or arising out of this Agreement or any other Transaction Document or the transactions contemplated hereby and thereby, the Lender’s or the Agent’s activities in connection herewith or therewith or any actual or proposed use of proceeds of loans hereunder; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have Losses resulted from the gross negligence or willful misconduct of such Indemnitee. Neither the Borrower nor any Indemnitee shall have any liability for any specialBORROWER SHALL INDEMNIFY THE INDEMNITEES PURSUANT TO THIS SECTION REGARDLESS OF WHETHER THE ACT, indirectOMISSION, consequential or punitive damages relating to this Agreement or any other Transaction Document or arising out of its activities in connection herewith or therewith FACTS, CIRCUMSTANCES OR CONDITIONS GIVING RISE TO SUCH INDEMNIFICATION WERE CAUSED IN WHOLE OR IN PART BY THE INDEMNITEES’ NEGLIGENCE (whether before or after the date hereofWHETHER BY SIMPLE OR GROSS NEGLIGENCE).

Borrower Indemnity. Without limiting Borrowers shall indemnify Administrative Agent, and each Related Party of any other rights which any of the foregoing Persons (each such Person may have hereunder or under Applicable Lawbeing called an "Indemnitee") against, the Borrower shall indemnify and hold each Indemnitee harmless on an after-Tax basis the Lenderfrom, the Collateral Agent, the Collateral Custodian, the Securities Intermediary and the Agent and their respective Affiliates, and their respective directors, officers, employees, counsel, agents and attorneys-in-fact and successors in interest (collectively the “Indemnitees”) from and against any and all liabilitieslosses, obligations, lossesclaims, damages, penalties, claims, demands, actions, judgments, suitsliabilities and related expenses, costsincluding the fees, expenses charges and disbursements (including all reasonable and documented legal fees and expenses of one law firm plus any local counsel deemed appropriate by such law firm) (all of the foregoing being collectively called “Indemnified Amounts”) incurred by for any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower of any kind or nature(collectively, which may at any time be imposed on"Losses"), incurred by or asserted against any such Indemnitee arising out of, in connection with with, or as a result of (i) the executionexecution or delivery of this Agreement or any agreement or instrument contemplated hereby, delivery and the performance by the parties thereto hereto of their respective obligations under this Agreement hereunder or the consummation of the Transactions or any other Transaction Document and the transactions contemplated hereby hereby, (ii) any Loan or thereby, and the consummation and administration use of the transactions contemplated hereby and thereby (other than with respect to legal fees and disbursements incurred on or prior to the date hereof), including, without limitation any reasonable and documented out-of-pocket costs and expenses of the Agent in connection with any swap transaction with parties other than the Lenderproceeds therefrom, or (iiiv) any actual or prospective claim, litigation, investigation or proceeding brought or threatened relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, theory and regardless of whether such any Indemnitee is designated a party thereto, relating to or arising out of this Agreement or any other Transaction Document or the transactions contemplated hereby and thereby, the Lender’s or the Agent’s activities in connection herewith or therewith or any actual or proposed use of proceeds of loans hereunder; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements Losses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. Neither The foregoing indemnity set forth in this Section 10.03(b) shall not apply (i) with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim and (ii) to any Losses, which are the Borrower nor any Indemnitee shall have any subject of the Environmental Indemnity Agreement, it being the intention of the parties hereto that Borrower's liability for any special, indirect, consequential or punitive damages relating to environmental matters be governed exclusively by the Environmental Indemnity Agreement and not by this Agreement or any other Transaction Document or arising out of its activities in connection herewith or therewith (whether before or after the date hereof)Agreement.

Borrower Indemnity. Without limiting any other rights which any such (a) Borrower hereby agrees to indemnify Lender (and for purposes of this Section 9.3, Lender shall include its officers and directors) and each Person may have hereunder who controls the Lender within the meaning of Section 15 of the Securities Act or under Applicable LawSection 20 of the Exchange Act (collectively, the Borrower “Lender Group”), the issuer of the Securities (the “Issuer” and for purposes of this Section 9.3, Issuer shall indemnify include its officers, director and hold harmless on an after-Tax basis each Person who controls the Issuer within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and any placement agent or underwriter with respect to the Secondary Market Transaction, each of their respective officers and directors and each Person who controls the placement agent or underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Underwriter Group”) for any losses, claims, damages or liabilities (collectively, the “Liabilities”) to which Lender, the Collateral AgentLender Group, the Collateral CustodianIssuer or the Underwriter Group may become subject insofar as the Liabilities arise out of, the Securities Intermediary and the Agent and their respective Affiliatesor are based upon, and their respective directors, officers, employees, counsel, agents and attorneys-in-fact and successors in interest (collectively the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including all reasonable and documented legal fees and expenses of one law firm plus any local counsel deemed appropriate by such law firm) (all of the foregoing being collectively called “Indemnified Amounts”) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower of any kind or nature, which may at any time be imposed on, incurred by or asserted against any such Indemnitee in connection with (i) any untrue statement or alleged untrue statement of any material fact contained in the executionwritten information provided to Lender by Borrower and its agents, delivery counsel and performance representatives, (ii) the omission or alleged omission to state therein a material fact required to be stated in such information or necessary in order to make the statements in such information, in light of the circumstances under which they were made, not misleading, or (iii) a breach of the representations and warranties made by the parties thereto Borrower in Section 4.8 of their respective obligations under this Agreement or (Full and Accurate Disclosure). Borrower also agrees to reimburse Lender, the Lender Group, the Issuer and/or the Underwriter Group for any other Transaction Document and the transactions contemplated hereby or thereby, and the consummation and administration of the transactions contemplated hereby and thereby (other than with respect to legal fees and disbursements incurred on or prior to the date hereof), including, without limitation any reasonable and documented out-of-pocket costs and legal or other expenses of reasonably incurred by Lender, the Agent Lender Group, the Issuer and/or the Underwriter Group in connection with any swap transaction with parties other than investigating or defending the LenderLiabilities. Borrower’s liability under this paragraph will be limited to Liabilities that arise out of, or (ii) any actual are based upon, an untrue statement or prospective claimomission made in reliance upon, litigationand in conformity with, investigation written information furnished to Lender by or proceeding brought on behalf of Borrower in connection with the preparation of the Disclosure Document or threatened whether based on contractin connection with the underwriting or closing of the Loan, tort or any other theory, whether brought by a third party or by the including financial statements of Borrower, operating statements and regardless of whether such Indemnitee is designated a party thereto, relating rent rolls with respect to or arising out of this Agreement or any other Transaction Document or the transactions contemplated hereby and thereby, the Lender’s or the Agent’s activities Property. This indemnification provision will be in connection herewith or therewith or any actual or proposed use of proceeds of loans hereunder; provided that such indemnity shall not, as addition to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. Neither the liability which Borrower nor any Indemnitee shall have any liability for any special, indirect, consequential or punitive damages relating to this Agreement or any other Transaction Document or arising out of its activities in connection herewith or therewith (whether before or after the date hereof)may otherwise have.

Borrower Indemnity. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the The Borrower shall indemnify and hold harmless on an after-Tax basis the LenderLenders, the Collateral Agent, the Collateral Administrator, the Collateral Custodian, the Securities Intermediary and the Agent and their respective Affiliates, and their respective directors, officers, employees, counsel, agents and attorneys-in-fact and successors in interest (collectively the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including all but limited, in the case of legal fees and expenses, to the reasonable and documented legal fees and expenses of one law firm for the Agent and Lenders, taken as a whole, and one law firm for the Collateral Agent, the Collateral Administrator and the Collateral Custodian, taken as a whole, plus any local counsel deemed appropriate by any such law firm) (all of the foregoing being collectively called “Indemnified Amounts”) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower of any kind or nature, which may at any time be imposed on, incurred by or asserted against any such Indemnitee in connection with (i) the execution, delivery and performance by the parties thereto of their respective obligations under this Agreement or any other Transaction Document and the transactions contemplated hereby or therebythereby (including the enforcement of this Section 16.1), and the consummation and administration of the transactions contemplated hereby and thereby (other than with respect to legal fees and disbursements incurred on or prior to the date hereof), including, without limitation any reasonable and documented out-of-pocket costs and expenses of the Agent in connection with any swap transaction with parties other than the Lender, or (ii) any actual or prospective claim, litigation, investigation or proceeding brought or threatened whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether such Indemnitee is designated a party thereto, relating to or arising out of this Agreement or any other Transaction Document or the transactions contemplated hereby and thereby, the Lender’s or the Agent’s activities in connection herewith or therewith or any actual or proposed use of proceeds of loans hereunder; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such any Indemnitee. Neither the Borrower nor any Indemnitee This Section 16.1 shall have any liability for any specialnot apply to Taxes (other than Taxes that are damages, indirectlosses, consequential or punitive damages relating to this Agreement or any other Transaction Document or claims and liabilities arising out of its activities in connection herewith or therewith (whether before or after the date hereofwith a non-Tax claim).

Borrower Indemnity. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the Borrower shall agrees to indemnify and hold harmless on an after-Tax basis the LenderAdministrative Agent, the Agents, the Lenders, the Note Registrar, the Collateral Agent, Custodian and the Collateral Custodian, the Securities Intermediary and the Agent and each of their respective Affiliates, and each of their respective successors, transferees, participants and assigns and all officers, directors, officersshareholders, employeescontrolling persons, counselemployees and agents of any of the foregoing (each of the foregoing Persons being individually called an “Indemnified Party”), agents and attorneys-in-fact and successors in interest (collectively the “Indemnitees”) forthwith on demand, from and against any and all liabilities, obligationsdamages (including punitive damages), losses, damages, penalties, claims, demandsliabilities and related costs and expenses, actions, judgments, suits, costs, expenses and disbursements (including all reasonable and documented legal attorneys’ and accountants’ fees and expenses of one law firm plus any local counsel deemed appropriate by such law firm) disbursements (all of the foregoing being collectively called “Indemnified Amounts”) awarded against or incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower of any kind or nature, which may at any time be imposed on, incurred by or asserted against any such Indemnitee in connection with (i) the execution, delivery and performance by the parties thereto of their respective obligations under this Agreement or any other Transaction Document and the transactions contemplated hereby or thereby, and the consummation and administration of the transactions contemplated hereby and thereby (other than with respect to legal fees and disbursements incurred on or prior to the date hereof), including, without limitation any reasonable and documented out-of-pocket costs and expenses of the Agent in connection with any swap transaction with parties other than the Lender, or (ii) any actual or prospective claim, litigation, investigation or proceeding brought or threatened whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether such Indemnitee is designated a party thereto, relating to or them arising out of this Agreement or relating to any other Transaction Document or the transactions contemplated hereby and thereby, the Lender’s or thereby or the Agent’s activities in connection herewith or therewith or any actual or proposed use of proceeds therefrom by the Borrower, including in respect of loans hereunder; provided that such indemnity shall notthe funding of any Advance or any breach of any representation, as warranty or covenant of the Borrower or the Investment Manager in any Transaction Document or in any certificate or other written material delivered by any of them pursuant to any IndemniteeTransaction Document, be available excluding, however, Indemnified Amounts payable to an Indemnified Party (a) to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct on the part of such Indemniteeany Indemnified Party and (b) resulting from the performance of the Collateral Obligations. Neither This Section 16.1 shall not apply to Taxes (other than Taxes that are damages, losses, claims and liabilities arising in connection with a non-Tax claim). Indemnification under this Section 16.1 shall survive the Borrower nor any Indemnitee shall have any liability for any special, indirect, consequential or punitive damages relating to termination of this Agreement and the resignation or removal of any other Transaction Document or arising out Indemnified Party and shall include reasonable fees and expenses of its activities in connection herewith or therewith (whether before or after the date hereof)counsel and expenses of litigation.

Borrower Indemnity. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the Borrower shall indemnify Administrative Agent, each Arranger, each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless on an after-Tax basis the Lenderfrom, the Collateral Agent, the Collateral Custodian, the Securities Intermediary and the Agent and their respective Affiliates, and their respective directors, officers, employees, counsel, agents and attorneys-in-fact and successors in interest (collectively the “Indemnitees”) from and against any and all liabilitieslosses, obligations, lossesclaims, damages, penalties, claims, demands, actions, judgments, suitsliabilities and related expenses, costsincluding the fees, expenses charges and disbursements (including all reasonable and documented legal fees and expenses of one law firm plus any local counsel deemed appropriate by such law firm) (all of the foregoing being collectively called “Indemnified Amounts”) incurred by for any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower of any kind or nature(collectively, which may at any time be imposed on“Losses”), incurred by or asserted against any such Indemnitee arising out of, in connection with with, or as a result of (i) the executionexecution or delivery of this Agreement, delivery and any other Loan Document or any agreement or instrument contemplated hereby, the performance by the parties thereto hereto of their respective obligations under this Agreement hereunder or thereunder or the consummation of the Transactions or any other Transaction Document and the transactions contemplated hereby hereby, (ii) any Loan or thereby, and the consummation and administration use of the transactions contemplated hereby and thereby (other than with respect to legal fees and disbursements incurred on or prior to the date hereof), including, without limitation any reasonable and documented out-of-pocket costs and expenses of the Agent in connection with any swap transaction with parties other than the Lenderproceeds therefrom, or (iiiii) any actual or prospective claim, litigation, investigation investigation, arbitration or proceeding relating to any of the foregoing, whether or not such claim, litigation, investigation, arbitration or proceeding is brought by Borrower or threatened any Guarantor or any of their respective equity holders, Affiliates, creditors or any other third person and whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, theory and regardless of whether such any Indemnitee is designated a party thereto, relating to or arising out of this Agreement or any other Transaction Document or the transactions contemplated hereby and thereby, the Lender’s or the Agent’s activities in connection herewith or therewith or any actual or proposed use of proceeds of loans hereunder; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements Losses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. Neither The foregoing indemnity set forth in this Section 11.03(b) shall not apply (i) with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim and (ii) to any Losses, which are the Borrower nor any Indemnitee shall have any subject of the Environmental Indemnity Agreement, it being the intention of the parties hereto that Borrower’s liability for any special, indirect, consequential or punitive damages relating to environmental matters be governed exclusively by the Environmental Indemnity Agreement and not by this Agreement or any other Transaction Document or arising out of its activities in connection herewith or therewith (whether before or after the date hereof)Agreement.

Borrower Indemnity. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the Borrower shall agrees to indemnify and hold harmless on an after-Tax tax basis the Lender, the Collateral Facility Agent, the Collateral CustodianLenders, the Securities Intermediary Agents, the Backup Collateral Manager, the Paying Agent and the Agent Custodian and each of their respective Affiliates, and each of their respective successors, transferees, participants and assigns and all officers, directors, officersshareholders, employeescontrolling persons, counselemployees and agents of any of the foregoing (each of the foregoing Persons being individually called an “Indemnified Party”), agents and attorneys-in-fact and successors in interest (collectively the “Indemnitees”) forthwith on demand, from and against any and all liabilities, obligationsdamages, losses, damages, penalties, claims, demandsliabilities and related costs and expenses, actions, judgments, suits, costs, expenses including reasonable attorneys’ fees and disbursements (including all reasonable and documented legal fees and expenses of one law firm plus any local counsel deemed appropriate by such law firm) (all of the foregoing being collectively called “Indemnified Amounts”) awarded against or incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower of any kind or nature, which may at any time be imposed on, incurred by or asserted against any such Indemnitee in connection with (i) the execution, delivery and performance by the parties thereto of their respective obligations under this Agreement or any other Transaction Document and the transactions contemplated hereby or thereby, and the consummation and administration of the transactions contemplated hereby and thereby (other than with respect to legal fees and disbursements incurred on or prior to the date hereof), including, without limitation any reasonable and documented out-of-pocket costs and expenses of the Agent in connection with any swap transaction with parties other than the Lender, or (ii) any actual or prospective claim, litigation, investigation or proceeding brought or threatened whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether such Indemnitee is designated a party thereto, relating to or them arising out of this Agreement or relating to any other Transaction Document or the transactions contemplated hereby and thereby, the Lender’s thereby or the Agent’s activities in connection herewith or therewith or any actual or proposed use of proceeds therefrom by the Borrower, including in respect of loans hereunder; provided that such indemnity shall notthe funding of any Advance or in respect of any Borrower and TPVG during the existence of an Event of Default, as to any Indemnitee, be available to the fullest extent that such liabilitiespermitted by law, obligationsto set off and apply any and all deposits (general or special, lossestime or demand, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses provisional or disbursements are determined final) at any time held and other indebtedness at any time owing by a court it to or for the credit or the account of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. Neither the Borrower nor or TPVG (as the case may be) to the amounts owed by the Borrower or TPVG, respectively, under this Agreement, to the Facility Agent, the Agents, any Indemnitee shall have Affected Person, any liability for any special, indirect, consequential or punitive damages relating to this Agreement Indemnified Party or any other Transaction Document Lender or arising out of its activities in connection herewith or therewith (whether before or after the date hereof)their respective successors and assigns.

Borrower Indemnity. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the Borrower shall agrees to indemnify and hold harmless on an after-Tax basis the LenderAdministrative Agent, the Agents, the Lenders, the Note Registrar, the Collateral Agent, Custodian and the Collateral Custodian, the Securities Intermediary and the Agent and each of their respective Affiliates, and each of their respective successors, transferees, participants and assigns and all officers, directors, officersshareholders, employeescontrolling persons, counselemployees and agents of any of the foregoing (each of the foregoing Persons being individually called an “Indemnified Party”), agents and attorneys-in-fact and successors in interest (collectively the “Indemnitees”) forthwith on demand, from and against any and all liabilities, obligationsdamages (including punitive damages), losses, damages, penalties, claims, demandsliabilities and related costs and expenses, actions, judgments, suits, costs, expenses and disbursements (including all reasonable and documented legal attorneys’ and accountants’ fees and expenses of one law firm plus any local counsel deemed appropriate by such law firm) disbursements (all of the foregoing being collectively called “Indemnified Amounts”) awarded against or incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower of any kind or nature, which may at any time be imposed on, incurred by or asserted against any such Indemnitee in connection with (i) the execution, delivery and performance by the parties thereto of their respective obligations under this Agreement or any other Transaction Document and the transactions contemplated hereby or thereby, and the consummation and administration of the transactions contemplated hereby and thereby (other than with respect to legal fees and disbursements incurred on or prior to the date hereof), including, without limitation any reasonable and documented out-of-pocket costs and expenses of the Agent in connection with any swap transaction with parties other than the Lender, or (ii) any actual or prospective claim, litigation, investigation or proceeding brought or threatened whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether such Indemnitee is designated a party thereto, relating to or them arising out of this Agreement or relating to any other Transaction Document or the transactions contemplated hereby and thereby, the Lender’s or thereby or the Agent’s activities in connection herewith or therewith or any actual or proposed use of proceeds therefrom by the Borrower, including in respect of loans hereunder; provided that such indemnity shall notthe funding of any Advance or any breach of any representation, as warranty or covenant of the Borrower or the Investment Manager in any Transaction Document or in any certificate or other written material delivered by any of them pursuant to any IndemniteeTransaction Document, be available excluding, however, Indemnified Amounts payable to an Indemnified Party (a) to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct on the part of such Indemniteeany Indemnified Party and (b) resulting from the performance of the Collateral Obligations. Neither Indemnification under this Section 16.1 shall survive the Borrower nor any Indemnitee shall have any liability for any special, indirect, consequential or punitive damages relating to termination of this Agreement and the resignation or removal of any other Transaction Document or arising out Indemnified Party and shall include reasonable fees and expenses of its activities in connection herewith or therewith (whether before or after the date hereof)counsel and expenses of litigation.

Borrower Indemnity. Without limiting any other rights which any such (a) Borrower hereby agrees to indemnify Lender (and for purposes of this Section 9.3, Lender shall include its officers and directors) and each Person may have hereunder who controls the Lender within the meaning of Section 15 of the Securities Act or under Applicable LawSection 20 of the Exchange Act (collectively, the Borrower “Lender Group”), the issuer of the Securities (the “Issuer” and for purposes of this Section 9.3, Issuer shall indemnify include its officers, director and hold harmless on an after-Tax basis each Person who controls the Issuer within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and any placement agent or underwriter with respect to the Secondary Market Transaction, each of their respective officers and directors and each Person who controls the placement agent or underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Underwriter Group”) for any losses, claims, damages or liabilities (collectively, the “Liabilities”) to which Lender, the Collateral AgentLender Group, the Collateral CustodianIssuer or the Underwriter Group may become subject insofar as the Liabilities arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of any material fact contained in the information provided to Lender by Borrower and its agents, counsel and representatives, (ii) the omission or alleged omission to state therein a material fact required to be stated in such information or necessary in order to make the statements in such information, in light of the circumstances under which they were made, not misleading, or (iii) a breach of the representations and warranties made by Borrower in Section 4.8 of this Agreement (Full and Accurate Disclosure). Borrower also agrees to reimburse Lender, the Securities Intermediary and Lender Group, the Agent and their respective Affiliates, and their respective directors, officers, employees, counsel, agents and attorneys-in-fact and successors in interest (collectively Issuer and/or the “Indemnitees”) from and against Underwriter Group for any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, legal or other expenses and disbursements (including all reasonable and documented legal fees and expenses of one law firm plus any local counsel deemed appropriate by such law firm) (all of the foregoing being collectively called “Indemnified Amounts”) reasonably incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Lender, the Borrower of any kind or natureLender Group, which may at any time be imposed on, incurred by or asserted against any such Indemnitee the Issuer and/or the Underwriter Group in connection with (i) investigating or defending the execution, delivery and performance by the parties thereto of their respective obligations Liabilities. Borrower’s liability under this Agreement paragraph will be limited to Liabilities that arise out of, or any other Transaction Document and the transactions contemplated hereby are based upon, an untrue statement or therebyomission made in reliance upon, and in conformity with, information furnished to Lender by or on behalf of Borrower in connection with the consummation and administration preparation of the transactions contemplated hereby Disclosure Document or in connection with the underwriting or closing of the Loan, including financial statements of Borrower, operating statements and thereby (other than rent rolls with respect to legal fees and disbursements incurred on or prior to the date hereof), including, without limitation any reasonable and documented out-of-pocket costs and expenses of the Agent Property. This indemnification provision will be in connection with any swap transaction with parties other than the Lender, or (ii) any actual or prospective claim, litigation, investigation or proceeding brought or threatened whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether such Indemnitee is designated a party thereto, relating to or arising out of this Agreement or any other Transaction Document or the transactions contemplated hereby and thereby, the Lender’s or the Agent’s activities in connection herewith or therewith or any actual or proposed use of proceeds of loans hereunder; provided that such indemnity shall not, as addition to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. Neither the liability which Borrower nor any Indemnitee shall have any liability for any special, indirect, consequential or punitive damages relating to this Agreement or any other Transaction Document or arising out of its activities in connection herewith or therewith (whether before or after the date hereof)may otherwise have.

Borrower Indemnity. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the The Borrower shall indemnify and hold harmless on an after-Tax basis the Lender, the Collateral Agent, the Collateral Administrator, the Collateral Custodian, the Securities Intermediary and the Agent and their respective Affiliates, and their respective directors, officers, employees, counsel, agents and attorneys-in-fact and successors in interest (collectively the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including all reasonable and documented legal fees and expenses of one law firm plus any local counsel deemed appropriate by such law firm) (all of the foregoing being collectively called “Indemnified Amounts”) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower of any kind or nature, which may at any time be imposed on, incurred by or asserted against any such Indemnitee in connection with (i) the execution, delivery and performance by the parties thereto of their respective obligations under this Agreement or any other Transaction Document and the transactions contemplated hereby or thereby, and the consummation and administration of the transactions contemplated hereby and thereby (other than with respect to legal fees and disbursements incurred on or prior to the date hereof), including, without limitation any reasonable and documented out-of-pocket costs and expenses of the Agent in connection with any swap transaction with parties other than the Lender, or (ii) any actual or prospective claim, litigation, investigation or proceeding brought or threatened whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether such Indemnitee is designated a party thereto, relating to or arising out of this Agreement or any other Transaction Document or the transactions contemplated hereby and thereby, the Lender’s or the Agent’s activities in connection herewith or therewith or any actual or proposed use of proceeds of loans hereunder; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such any Indemnitee. Neither To the Borrower nor any Indemnitee extent not covered in Section 4.3, this Section 16.1 shall have any liability for any specialnot apply to Taxes (other than Taxes that are damages, indirectlosses, consequential or punitive damages relating to this Agreement or any other Transaction Document or claims and liabilities arising out of its activities in connection herewith or therewith (whether before or after the date hereofwith a non-Tax claim).

Borrower Indemnity. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the Borrower shall agrees to indemnify and hold harmless on an after-Tax basis the LenderAdministrative Agent, the Agents, the Lenders, the Note Registrar, the Collateral Agent, Custodian and the Collateral Custodian, the Securities Intermediary and the Agent and each of their respective Affiliates, and each of their respective successors, transferees, participants and assigns and all officers, directors, officersshareholders, employeescontrolling persons, counselemployees and agents of any of the foregoing (each of the foregoing Persons being individually called an “Indemnified Party”), agents and attorneys-in-fact and successors in interest (collectively the “Indemnitees”) forthwith on demand, from and against any and all liabilities, obligationsdamages, losses, damages, penalties, claims, demandsliabilities and related out-of-pocket costs and expenses, actions, judgments, suits, costs, expenses and disbursements (including all reasonable and documented legal attorneys’ and accountants’ fees and expenses of one law firm plus any local counsel deemed appropriate by such law firm) disbursements (all of the foregoing being collectively called “Indemnified Amounts”) awarded against or incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower of any kind or nature, which may at any time be imposed on, incurred by or asserted against any such Indemnitee in connection with (i) the execution, delivery and performance by the parties thereto of their respective obligations under this Agreement or any other Transaction Document and the transactions contemplated hereby or thereby, and the consummation and administration of the transactions contemplated hereby and thereby (other than with respect to legal fees and disbursements incurred on or prior to the date hereof), including, without limitation any reasonable and documented out-of-pocket costs and expenses of the Agent in connection with any swap transaction with parties other than the Lender, or (ii) any actual or prospective claim, litigation, investigation or proceeding brought or threatened whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether such Indemnitee is designated a party thereto, relating to or them arising out of this Agreement or relating to any other Transaction Document or the transactions contemplated hereby and thereby, the Lender’s or thereby or the Agent’s activities in connection herewith or therewith or any actual or proposed use of proceeds therefrom by the Borrower, including in respect of loans hereunder; provided that such indemnity shall notthe funding of any Advance or any breach of any representation, as warranty or covenant of the Borrower or the Servicer in any Transaction Document or in any certificate or other written material delivered by any of them pursuant to any IndemniteeTransaction Document, be available excluding, however, Indemnified Amounts payable to an Indemnified Party (a) to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct on the part of such Indemniteeany Indemnified Party and (b) resulting from the performance of the Collateral Obligations. Neither Indemnification under this Section 16.1 shall survive the Borrower nor any Indemnitee shall have any liability for any special, indirect, consequential or punitive damages relating to termination of this Agreement and the resignation or removal of any other Transaction Document or arising out Indemnified Party and shall include reasonable fees and expenses of its activities in connection herewith or therewith (whether before or after the date hereof)counsel and expenses of litigation.

Borrower Indemnity. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the Borrower shall agrees to indemnify and hold harmless on an after-Tax basis the LenderFacility Agent, the Agents, the Lenders, the Note Registrar, the Collateral Agent, Custodian and the Collateral Custodian, the Securities Intermediary and the Agent and each of their respective Affiliates, and each of their respective successors, transferees, participants and assigns and all officers, directors, officersshareholders, employeescontrolling persons, counselemployees and agents of any of the foregoing (each of the foregoing Persons being individually called an “Indemnified Party”), agents and attorneys-in-fact and successors in interest (collectively the “Indemnitees”) forthwith on demand, from and against any and all liabilities, obligationsdamages (including punitive damages), losses, damages, penalties, claims, demandsliabilities and related costs and expenses, actions, judgments, suits, costs, expenses and disbursements (including all reasonable and documented legal attorneys’ and accountants’ fees and expenses of one law firm plus any local counsel deemed appropriate by such law firm) disbursements (all of the foregoing being collectively called “Indemnified Amounts”) awarded against or incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower of any kind or nature, which may at any time be imposed on, incurred by or asserted against any such Indemnitee in connection with (i) the execution, delivery and performance by the parties thereto of their respective obligations under this Agreement or any other Transaction Document and the transactions contemplated hereby or thereby, and the consummation and administration of the transactions contemplated hereby and thereby (other than with respect to legal fees and disbursements incurred on or prior to the date hereof), including, without limitation any reasonable and documented out-of-pocket costs and expenses of the Agent in connection with any swap transaction with parties other than the Lender, or (ii) any actual or prospective claim, litigation, investigation or proceeding brought or threatened whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether such Indemnitee is designated a party thereto, relating to or them arising out of this Agreement or relating to any other Transaction Document or the transactions contemplated hereby and thereby, the Lender’s or thereby or the Agent’s activities in connection herewith or therewith or any actual or proposed use of proceeds therefrom by the Borrower, including in respect of loans hereunder; provided that such indemnity shall notthe funding of any Advance or any breach of any representation, as warranty or covenant of the Borrower, the Equityholder or the Investment Manager in any Transaction Document or in any certificate or other written material delivered by any of them pursuant to any IndemniteeTransaction Document, be available excluding, however, Indemnified Amounts payable to an Indemnified Party (a) to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct on the part of such Indemniteeany Indemnified Party and (b) resulting from the performance of the Collateral Obligations. Neither This Section 16.1 shall not apply to Taxes, but shall be subject to Section 16.4. Indemnification under this Section 16.1 shall survive the Borrower nor any Indemnitee shall have any liability for any special, indirect, consequential or punitive damages relating to termination of this Agreement and the resignation or removal of any other Transaction Document or arising out Indemnified Party and shall include reasonable fees and expenses of its activities in connection herewith or therewith (whether before or after the date hereof)counsel and expenses of litigation.

Borrower Indemnity. Without limiting any other rights which any such (a) Borrower hereby agrees to indemnify Basis, including its officers, directors, Affiliates and each Person may have hereunder who controls Basis within the meaning of Section 15 of the Securities Act or under Applicable LawSection 20 of the Exchange Act (collectively, the Borrower shall indemnify and hold harmless on an after-Tax basis the Lender“Basis Group”), the Collateral Agentissuer of the Securities (the “Issuer” and for purposes of this Section 9.3, Issuer shall include its officers, director and each Person who controls the Issuer within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and any placement agent or underwriter with respect to the Secondary Market Transaction, each of their respective officers and directors and each Person who controls the placement agent or underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the Collateral Custodian, the Securities Intermediary and the Agent and their respective Affiliates, and their respective directors, officers, employees, counsel, agents and attorneys-in-fact and successors in interest (collectively the “IndemniteesUnderwriter Group”) from and against for any and all liabilities, obligations, losses, damages, penalties, claims, demandsdamages or liabilities (collectively, actionsthe “Liabilities”) to which Basis, judgmentsthe Basis Group, suitsthe Issuer or the Underwriter Group may become subject insofar as the Liabilities arise out of, costsor are based upon, expenses (i) any untrue statement or alleged untrue statement of any material fact contained in the information provided to Basis by Borrower and disbursements its agents, counsel and representatives, (including all reasonable and documented legal fees and expenses of one law firm plus any local counsel deemed appropriate by ii) the omission or alleged omission to state therein a material fact required to be stated in such law firm) (all information or necessary in order to make the statements in such information, in light of the foregoing being collectively called “Indemnified Amounts”circumstances under which they were made, not misleading, or (iii) a breach of the representations and warranties made by Borrower in Section 4.8 of this Agreement (Full and Accurate Disclosure). Borrower also agrees to reimburse Basis, the Basis Group, the Issuer and/or the Underwriter Group for any legal or other expenses reasonably incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Basis, the Borrower of any kind or natureBasis Group, which may at any time be imposed on, incurred by or asserted against any such Indemnitee the Issuer and/or the Underwriter Group in connection with (i) investigating or defending the execution, delivery and performance by the parties thereto of their respective obligations Liabilities. Borrower’s liability under this Agreement paragraph will be limited to Liabilities that arise out of, or any other Transaction Document and the transactions contemplated hereby are based upon, an untrue statement or therebyomission made in reliance upon, and in conformity with, information furnished to Basis by or on behalf of Borrower in connection with the consummation and administration preparation of the transactions contemplated hereby Disclosure Document or in connection with the underwriting or closing of the Loan, including financial statements of Borrower, operating statements and thereby (other than rent rolls with respect to legal fees and disbursements incurred on or prior to the date hereof), including, without limitation any reasonable and documented out-of-pocket costs and expenses of the Agent Property. This indemnification provision will be in connection with any swap transaction with parties other than the Lender, or (ii) any actual or prospective claim, litigation, investigation or proceeding brought or threatened whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether such Indemnitee is designated a party thereto, relating to or arising out of this Agreement or any other Transaction Document or the transactions contemplated hereby and thereby, the Lender’s or the Agent’s activities in connection herewith or therewith or any actual or proposed use of proceeds of loans hereunder; provided that such indemnity shall not, as addition to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. Neither the liability which Borrower nor any Indemnitee shall have any liability for any special, indirect, consequential or punitive damages relating to this Agreement or any other Transaction Document or arising out of its activities in connection herewith or therewith (whether before or after the date hereof)may otherwise have.

Borrower Indemnity. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the Borrower shall agrees to indemnify and hold harmless on an after-Tax basis the LenderFacility Agent, the Agents, the Lenders, the Servicer, the Loan Registrar, the Collateral Agent, Custodian and the Collateral Custodian, the Securities Intermediary and the Agent and each of their respective Affiliates, and each of their respective successors, transferees, participants and assigns and all officers, directors, officersshareholders, employeescontrolling persons, counselemployees and agents of any of the foregoing (each of the foregoing Persons being individually called an “Indemnified Party”), agents and attorneys-in-fact and successors in interest (collectively the “Indemnitees”) forthwith on demand, from and against any and all liabilities, obligationsdamages (including punitive damages), losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses liabilities and disbursements (including all related reasonable and documented legal out-of-pocket costs and expenses, including reasonable and documented attorneys’ and accountants’ fees and expenses of one law firm plus any local counsel deemed appropriate by such law firm) disbursements (all of the foregoing being collectively called “Indemnified Amounts”) awarded against or incurred by any Indemnitee of them arising out of or asserted against relating to any Indemnitee by any third party or by the Borrower of any kind or nature, which may at any time be imposed on, incurred by or asserted against any such Indemnitee in connection with (i) the execution, delivery and performance by the parties thereto of their respective obligations under this Agreement or any other Transaction Document and or the transactions contemplated hereby or therebythereby (including the structuring and arranging of such transactions) or the use of proceeds therefrom by the Borrower, including in respect of the funding of any Advance or any breach of any representation, warranty or covenant of the Borrower or the Servicer in any Transaction Document or in any certificate or other written material delivered by any of them pursuant to any Transaction Document, excluding, however, Indemnified Amounts payable to an Indemnified Party (a) to the extent determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party and (b) resulting from the performance of the Collateral Obligations. Indemnification under this Section 16.1 shall survive the termination of this Agreement and the consummation resignation or removal of any Indemnified Party and administration of the transactions contemplated hereby shall include reasonable and thereby (other than with respect to legal documented fees and disbursements incurred on or prior to the date hereof), including, without limitation any out-of-pocket expenses of counsel and reasonable and documented out-of-pocket costs and expenses of litigation. Notwithstanding anything to the Agent in connection with any swap transaction with parties other than the Lender, or (ii) any actual or prospective claim, litigation, investigation or proceeding brought or threatened whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether such Indemnitee is designated a party thereto, relating to or arising out of this Agreement or any other Transaction Document or the transactions contemplated hereby and therebycontrary contained herein, the Lender’s or the Agent’s activities in connection herewith or therewith or Borrower will be obligated to pay any actual or proposed use of proceeds of loans hereunder; provided that such indemnity shall not, as to Indemnified Amount on any Indemnitee, be available given day only to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements there are determined by a court of competent jurisdiction by final and nonappealable judgment amounts available therefor pursuant to have resulted from the gross negligence or willful misconduct of such Indemnitee. Neither the Borrower nor any Indemnitee shall have any liability for any special, indirect, consequential or punitive damages relating to this Agreement or any other Transaction Document or arising out of its activities in connection herewith or therewith (whether before or after the date hereofSection 8.3(a).

Borrower Indemnity. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the Borrower shall agrees to indemnify and hold harmless on an after-Tax basis the LenderFacility Agent, the Collateral AgentServicer, the Lenders, the Loan Registrar, the Collateral Custodian, the Securities Intermediary and the Collateral Agent and each of their respective Affiliates, and each of their respective successors, transferees, participants and assigns and all officers, directors, officersshareholders, employeescontrolling persons, counselemployees and agents of any of the foregoing (each of the foregoing Persons being individually called an “Indemnified Party”), agents and attorneys-in-fact and successors in interest (collectively the “Indemnitees”) forthwith on demand, from and against any and all liabilities, obligationsdamages, losses, damages, penalties, claims, demandsliabilities and related costs and expenses, actions, judgments, suits, costs, expenses and disbursements (including all reasonable and documented legal attorneys’ and accountants’ fees and expenses disbursements awarded against or incurred by any of one law firm plus them arising out of or relating to any local counsel deemed appropriate Transaction Document or the transactions contemplated hereby or thereby (including the structuring and arranging of such transactions or the enforcement of any provision of any Transaction Document) or the use of proceeds therefrom by such law firm) the Borrower, including in respect of the funding of any Advance or any breach of any representation, warranty or covenant of the Borrower or the Servicer in any Transaction Document or in any certificate or other written material delivered by any of them pursuant to any Transaction Document (all of the foregoing foregoing, subject to the following exclusion, being collectively called “Indemnified Amounts”) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower of any kind or nature, which may at any time be imposed on, incurred by or asserted against any such Indemnitee in connection with (i) the execution, delivery and performance by the parties thereto of their respective obligations under this Agreement or any other Transaction Document and the transactions contemplated hereby or thereby, and the consummation and administration of the transactions contemplated hereby and thereby (other than with respect to legal fees and disbursements incurred on or prior to the date hereof), includingexcluding, without limitation however, any reasonable and documented out-of-pocket costs and expenses of the Agent in connection with any swap transaction with parties other than the Lender, or amounts payable to an Indemnified Party (iia) any actual or prospective claim, litigation, investigation or proceeding brought or threatened whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether such Indemnitee is designated a party thereto, relating to or arising out of this Agreement or any other Transaction Document or the transactions contemplated hereby and thereby, the Lender’s or the Agent’s activities in connection herewith or therewith or any actual or proposed use of proceeds of loans hereunder; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct on the part of such Indemniteeany 129 Indemnified Party, (b) resulting from the performance of the Collateral Obligations or (c) on account of Excluded Taxes or Indemnified Taxes payable pursuant to Section 4.3. Neither Indemnification under this Section 16.1 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. Notwithstanding anything to the contrary contained herein, the Borrower nor will be obligated to pay any Indemnitee Indemnified Amount on any given day only to the extent there are amounts available therefor pursuant to Section 8.3. Any amounts subject to the indemnification provisions of this Section 16.1 shall have any be paid by the Borrower to the applicable Indemnified Party (subject to Section 8.3) on the Distribution Date following such Person’s demand therefor, accompanied by a reasonably detailed description in writing of the related damage, loss, claim, liability and related costs and expenses. In no event shall the Borrower be liable for any special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Borrower has been advised of the likelihood of such loss or damage and regardless of the form of action; provided that this sentence shall in no way limit or vitiate any obligation of the Borrower to indemnify the Indemnified Parties hereunder with respect to a claim made against such Indemnified Party (other than by another Indemnified Party) for special, indirect, punitive or consequential losses or damages relating whatsoever (including, but not limited to this Agreement or any other Transaction Document or arising out of its activities in connection herewith or therewith (whether before or after the date hereoflost profits).

Borrower Indemnity. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the Borrower shall agrees to indemnify and hold harmless on an after-Tax basis the LenderFacility Agent, the Collateral AgentAgents, the Lenders, the Note Registrar, the Collateral Custodian, the Securities Intermediary and the Collateral Agent and each of their respective Affiliates, and each of their respective successors, transferees, participants and assigns and all officers, directors, officersshareholders, employeescontrolling persons, counselemployees and agents of any of the foregoing (each of the foregoing Persons being individually called an “Indemnified Party”), agents and attorneys-in-fact and successors in interest (collectively the “Indemnitees”) forthwith on demand, from and against any and all liabilities, obligationsdamages (including punitive damages), losses, damages, penalties, claims, demands, actions, judgments, suitsliabilities and related costs, costs, expenses and disbursements (including all including, without limitation, attorney's fees and expenses and the costs of enforcement of this Agreement or any provision hereof), but limited, in the case of legal fees and expenses, includingto the reasonable and documented legal attorneys’ and accountants’ fees and disbursementslegal fees and expenses of one law firm for the Facility Agent and the Lenders, taken as a whole, and one law firm for the Collateral Agent and the Collateral Custodian, taken as a whole, plus any local counsel deemed appropriate by any such law firm) firm (all of the foregoing being collectively called “Indemnified Amounts”) awarded USActive 31637433.4 -135- against or incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower of any kind or nature, which may at any time be imposed on, incurred by or asserted against any such Indemnitee in connection with (i) the execution, delivery and performance by the parties thereto of their respective obligations under this Agreement or any other Transaction Document and the transactions contemplated hereby or thereby, and the consummation and administration of the transactions contemplated hereby and thereby (other than with respect to legal fees and disbursements incurred on or prior to the date hereof), including, without limitation any reasonable and documented out-of-pocket costs and expenses of the Agent in connection with any swap transaction with parties other than the Lender, or (ii) any actual or prospective claim, litigation, investigation or proceeding brought or threatened whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether such Indemnitee is designated a party thereto, relating to or them arising out of this Agreement or relating to any other Transaction Document or the transactions contemplated hereby and thereby, the Lender’s or thereby or the Agent’s activities in connection herewith or therewith or any actual or proposed use of proceeds therefrom by the Borrower, including in respect of loans hereunder; provided that such indemnity shall notthe funding of any Advance or any breach of any representation, as warranty or covenant of the Borrower or the Servicer in any Transaction Document or in any certificate or other written material delivered by any of them pursuant to any IndemniteeTransaction Document, be available excluding, however, Indemnified Amounts payable to an Indemnified Party (a) to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (i) with respect to the Collateral Agent and Collateral Custodian, the gross negligence or willful misconduct on the part of the Collateral Agent or Collateral Custodian, as applicable, and (ii) with respect to any other Indemnified Party, the gross negligence, bad faith or willful misconduct on the part of any such IndemniteeIndemnified Party andor (b) resulting from the performance or non-performance of the Collateral Obligations. Neither This Section 16.1 shall not apply to Taxes (other than Taxes that are damages, losses, claims and liabilities arising in connection with a non-Tax claim). Indemnification under this Section 16.1 shall survive the Borrower nor any Indemnitee shall have any liability for any special, indirect, consequential or punitive damages relating to termination of this Agreement and the resignation or removal of any other Transaction Document or arising out Indemnified Party and shall include reasonable fees and expenses of its activities in connection herewith or therewith (whether before or after the date hereof)counsel and expenses of litigation.

Borrower Indemnity. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the Borrower shall agrees to indemnify and hold harmless on an after-Tax basis the LenderFacility Agent, the Collateral AgentAgents, the Lenders, the Servicer, the Loan Registrar, the Collateral Custodian, the Securities Intermediary and the Collateral Agent and each of their respective Affiliates, and each of their respective successors, transferees, participants and assigns and all officers, directors, officersshareholders, employeescontrolling persons, counselemployees and agents of any of the foregoing (each of the foregoing Persons being individually called an “Indemnified Party”), agents and attorneys-in-fact and successors in interest (collectively the “Indemnitees”) forthwith on demand, from and against any and all liabilitiesdamages (including punitive damages but excluding consequential, obligationsspecial, exemplary and indirect damages and lost profits), losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses liabilities and disbursements (including all related reasonable and documented legal out-of-pocket costs and expenses, including reasonable and documented attorneys’ and accountants’ fees and expenses of one law firm plus any local counsel deemed appropriate by such law firm) disbursements (all of the foregoing being collectively called “Indemnified Amounts”) awarded against or incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower of any kind or nature, which may at any time be imposed on, incurred by or asserted against any such Indemnitee in connection with (i) the execution, delivery and performance by the parties thereto of their respective obligations under this Agreement or any other Transaction Document and the transactions contemplated hereby or thereby, and the consummation and administration of the transactions contemplated hereby and thereby (other than with respect to legal fees and disbursements incurred on or prior to the date hereof), including, without limitation any reasonable and documented out-of-pocket costs and expenses of the Agent in connection with any swap transaction with parties other than the Lender, or (ii) any actual or prospective claim, litigation, investigation or proceeding brought or threatened whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether such Indemnitee is designated a party thereto, relating to or them arising out of this Agreement or relating to any other Transaction Document or the transactions contemplated hereby or thereby (including the structuring and thereby, the Lender’s arranging of such transactions) or the Agent’s activities in connection herewith or therewith or any actual or proposed use of proceeds therefrom by the Borrower, including in respect of loans hereunder; provided that such indemnity shall notthe funding of any Advance or any breach of any representation, as warranty or covenant of the Borrower in any Transaction Document or in any certificate or other written material delivered by any of them pursuant to any IndemniteeTransaction Document, be available excluding, however, Indemnified Amounts payable to an Indemnified Party (a) to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, bad faith, fraud, criminal conduct, reckless disregard or willful misconduct on the part of such IndemniteeIndemnified Party and (b) other than in the case of the Collateral Agent, the Collateral Custodian and the Securities Intermediary, resulting from the performance of the Collateral Obligations. Neither Notwithstanding anything to the Borrower nor any Indemnitee shall have any liability for any special, indirect, consequential or punitive damages relating to contrary in this Agreement or any other Transaction Document Document, the Servicer agrees that all amounts owing to it under this Section 16.1 shall be subordinate and junior to the amounts owing to the Lenders, the Agents, the Collateral Agent, the Collateral Custodian and the Facility Agent under this Section 16.1 in all respects. In the event the Borrower is subject to an Insolvency Event, any claim that the Servicer has against the Borrower shall, notwithstanding anything to the contrary herein and notwithstanding any objection to, or rescission of, such filing, be fully subordinate in right of payment to any claim of the Facility Agent, the Agents, the Collateral Agent, the Collateral Custodian and any Lender. The foregoing sentence shall constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code. Indemnification under this Section 16.1 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. This Section 16.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising out from any non-Tax claim. In no event shall the Borrower be liable for special, indirect, or punitive loss or damage of its activities any kind whatsoever (including but not limited to lost profits), even if the Borrower has been advised of the likelihood of such loss or damage and regardless of the form of action; provided that this sentence shall in connection herewith no way limit or therewith (whether before vitiate any obligations of the Borrower to indemnify an Indemnified Party hereunder with respect to any claims brought by third parties for special, indirect, consequential, remote, speculative or after the date hereof)punitive damages whatsoever.

Borrower Indemnity. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the Borrower shall agrees to indemnify and hold harmless on an after-Tax basis the LenderFacility Agent, the Agents, the Lenders, the Loan Registrar, the Collateral Agent, Custodian and the Collateral Custodian, the Securities Intermediary and the Agent and each of their respective Affiliates, and each of their respective successors, transferees, participants and assigns and all officers, directors, officersshareholders, employeescontrolling persons, counselemployees and agents of any of the foregoing (each of the foregoing Persons being individually called an “Indemnified Party”), agents and attorneys-in-fact and successors in interest (collectively the “Indemnitees”) forthwith on demand, from and against any and all liabilities, obligationsdamages (including punitive damages), losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses liabilities and disbursements (including all related reasonable and documented legal out-of-pocket costs and expenses, including reasonable and documented attorneys’ and accountants’ fees and expenses of one law firm plus any local counsel deemed appropriate by such law firm) disbursements (all of the foregoing being collectively called “Indemnified Amounts”) awarded against or incurred by any Indemnitee of them arising out of or asserted against relating to any Indemnitee by any third party or by the Borrower of any kind or nature, which may at any time be imposed on, incurred by or asserted against any such Indemnitee in connection with (i) the execution, delivery and performance by the parties thereto of their respective obligations under this Agreement or any other Transaction Document and or the transactions contemplated hereby or therebythereby (including the structuring and arranging of such transactions) or the use of proceeds therefrom by the Borrower, including in respect of the funding of any Advance or any breach of any representation, warranty or covenant of the Borrower or the Services Provider in any Transaction Document or in any certificate or other written material delivered by any of them pursuant to any Transaction Document, excluding, however, Indemnified Amounts payable to an Indemnified Party (a) to the extent determined by a court of competent jurisdiction to have resulted from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party and (b) resulting from the performance of the Collateral Obligations. Indemnified Amounts shall not include any Taxes or Increased Costs, other than any Taxes that represent Indemnified Amounts arising from any non-Tax claim. Indemnification under this Section 16.1 shall survive the termination of this Agreement and the consummation resignation or removal of any Indemnified Party and administration of the transactions contemplated hereby shall include reasonable and thereby (other than with respect to legal documented fees and disbursements incurred on or prior to the date hereof), including, without limitation any out-of-pocket expenses of counsel and reasonable and documented out-of-pocket costs and expenses of litigation. Notwithstanding anything to the Agent in connection with any swap transaction with parties other than the Lender, or (ii) any actual or prospective claim, litigation, investigation or proceeding brought or threatened whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether such Indemnitee is designated a party thereto, relating to or arising out of this Agreement or any other Transaction Document or the transactions contemplated hereby and therebycontrary contained herein, the Lender’s or the Agent’s activities in connection herewith or therewith or Borrower will be obligated to pay any actual or proposed use of proceeds of loans hereunder; provided that such indemnity shall not, as to Indemnified Amount on any Indemnitee, be available given day only to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements there are determined by a court of competent jurisdiction by final and nonappealable judgment amounts available therefor pursuant to have resulted from the gross negligence or willful misconduct of such Indemnitee. Neither the Borrower nor any Indemnitee shall have any liability for any special, indirect, consequential or punitive damages relating to this Agreement or any other Transaction Document or arising out of its activities in connection herewith or therewith (whether before or after the date hereofSection 8.3(a).

Borrower Indemnity. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the Borrower shall agrees to indemnify and hold harmless on an after-Tax basis the LenderFacility Agent, the Agents, the Lenders, the Note Registrar, the Collateral Agent, Custodian and the Collateral Custodian, the Securities Intermediary and the Agent and each of their respective Affiliates, and each of their respective successors, transferees, participants and assigns and all officers, directors, officersshareholders, employeescontrolling persons, counselemployees and agents of any of the foregoing (each of the foregoing Persons being individually called an “Indemnified Party”), agents and attorneys-in-fact and successors in interest (collectively the “Indemnitees”) forthwith on demand, from and against any and all liabilities, obligationsdamages (including punitive damages), losses, damages, penalties, claims, demandsliabilities and related costs and expenses, actions, judgments, suits, costs, expenses and disbursements (including all reasonable and documented legal attorneys’ and accountants’ fees and expenses of one law firm plus any local counsel deemed appropriate by such law firm) disbursements (all of the foregoing being collectively called “Indemnified Amounts”) awarded against or incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower of any kind or nature, which may at any time be imposed on, incurred by or asserted against any such Indemnitee in connection with (i) the execution, delivery and performance by the parties thereto of their respective obligations under this Agreement or any other Transaction Document and the transactions contemplated hereby or thereby, and the consummation and administration of the transactions contemplated hereby and thereby (other than with respect to legal fees and disbursements incurred on or prior to the date hereof), including, without limitation any reasonable and documented out-of-pocket costs and expenses of the Agent in connection with any swap transaction with parties other than the Lender, or (ii) any actual or prospective claim, litigation, investigation or proceeding brought or threatened whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether such Indemnitee is designated a party thereto, relating to or them arising out of this Agreement or relating to any other Transaction Document or the transactions contemplated hereby and thereby, the Lender’s or thereby or the Agent’s activities in connection herewith or therewith or any actual or proposed use of proceeds therefrom by the Borrower, including in respect of loans hereunder; provided that such indemnity shall notthe funding of any Advance or any breach of any representation, as warranty or covenant of the Borrower or the Investment Manager in any Transaction Document or in any certificate or other written material delivered by any of them pursuant to any IndemniteeTransaction Document, be available excluding, however, Indemnified Amounts payable to an Indemnified Party (a) to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct on the part of such Indemniteeany Indemnified Party and (b) resulting from the performance of the Collateral Obligations. Neither Indemnification under this Section 16.1 shall survive the Borrower nor any Indemnitee shall have any liability for any special, indirect, consequential or punitive damages relating to termination of this Agreement and the resignation or removal of any other Transaction Document or arising out Indemnified Party and shall include reasonable fees and expenses of its activities in connection herewith or therewith (whether before or after the date hereof)counsel and expenses of litigation.

Borrower Indemnity. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the Borrower shall agrees to indemnify and hold harmless on an after-Tax basis the LenderFacility Agent, the Collateral AgentLenders, the Servicer, the Loan Registrar, the Collateral Custodian, the Securities Intermediary and the Collateral Agent and each of their respective Affiliates, and each of their respective successors, transferees, participants and assigns and all officers, directors, officersshareholders, employeescontrolling persons, counselemployees and agents of any of the foregoing (each of the foregoing Persons being individually called an “Indemnified Party”), agents and attorneys-in-fact and successors in interest (collectively the “Indemnitees”) forthwith on demand, from and against any and all liabilities, obligationsdamages, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses liabilities and disbursements (including all related reasonable and documented legal out-of-pocket costs and expenses, including reasonable and documented attorneys’ and accountants’ fees and expenses of one law firm plus any local counsel deemed appropriate by such law firm) disbursements (all of the foregoing being collectively called “Indemnified Amounts”) awarded against or incurred by any Indemnitee of them arising out of or asserted against any Indemnitee by any third party in connection with, or by the Borrower reason of any kind one or naturemore of the following: (i) preparation for a defense of any investigation, which may at any time be imposed onlitigation or proceeding arising out of, incurred by related to or asserted against any such Indemnitee in connection with (i) the executionthis Agreement, delivery and performance by the parties thereto of their respective obligations under this Agreement or any other Transaction Document and Document, any Underlying Instrument or any of the transactions contemplated hereby or thereby; (ii) any breach or alleged breach of any representation, and warranty or covenant by the consummation and administration Borrower, the Equityholder or the Servicer contained in any Transaction Document; (iii) any representation or warranty made or deemed made by the Borrower, the Equityholder or the Servicer contained in any Transaction Document or in any certificate, statement or report delivered in connection therewith is false or incorrect; (iv) any failure by the Borrower, the Equityholder or the Servicer to comply with any Applicable Law or contractual obligation binding upon it; (v) any failure to vest, or delay in vesting, in the Collateral Agent (for the benefit of the transactions contemplated hereby Secured Parties) a perfected security interest in all of the Collateral free and thereby clear of all Liens (other than Permitted Liens); (vi) any action or omission, not expressly authorized by the Transaction Documents, by the Borrower or any Affiliate of the Borrower which has the effect of impairing the validity or enforceability of the Collateral or the rights of the Collateral Agent or the other Secured Parties with respect thereto; (vii) the failure to file, or any delay in filing, financing statements, continuation statements or the equivalent thereof in any foreign jurisdiction or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law with respect to legal any Collateral, whether at the time of any Advance or at any subsequent time; (viii) any dispute, claim, offset or defense (other than the discharge in bankruptcy of an Obligor) of an Obligor to the payment with respect to any Collateral (including a defense based on any Collateral Obligation (or the Underlying Instruments evidencing such Collateral Obligation) not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms, except to the extent such unenforceability is due to the bankruptcy of such Obligor), or any other claim resulting from any related property securing such Collateral Obligation; (ix) the commingling of Collections on the Collateral at any time with other funds; (x) any failure by the Borrower to give reasonably equivalent value to the applicable seller, in consideration for the transfer by such seller to the Borrower of any item of Collateral or any attempt by any Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable action, including any provision of the Bankruptcy Code; (xi) the failure of the Borrower, the Servicer or any of their respective agents or representatives to remit to the Collection Account, within two (2) Business Day of receipt, Collections on the Collateral Obligations remitted to the Borrower, the Servicer or any such agent or representative as provided in this Agreement; and (xii) any Event of Default; in each case excluding any Indemnified Amounts payable to an Indemnified Party (a) to the extent determined by a court of competent jurisdiction to have resulted from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party and (b) resulting from the performance of the Collateral Obligations. This Section 16.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. In the event that the Borrower makes any payment pursuant to this Section 16.1 and the Indemnified Party subsequently receives the benefit of any payment from a third party, such Indemnified Party shall return the amount of such payment to the Borrower. Notwithstanding anything to the contrary herein, in no event shall the Borrower be liable to an Indemnified Party for any special, indirect, consequential, remote, speculative or punitive damages (as opposed to direct or actual damages), even if the Borrower or the Servicer has been advised of the likelihood of such loss or damage and regardless of the form of action, and each Indemnified Party hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected; provided that this sentence shall in no way limit or vitiate any obligations of the Borrower 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. Indemnification under this Section 16.1 shall survive the termination of this Agreement and the resignation or removal of any Indemnified Party and shall include reasonable and documented fees and disbursements incurred on or prior to the date hereof), including, without limitation any out-of-pocket expenses of counsel and reasonable and documented out-of-pocket costs and expenses of litigation. For the Agent in connection with any swap transaction with parties other than avoidance of doubt, notwithstanding anything to the Lender, or (ii) any actual or prospective claim, litigation, investigation or proceeding brought or threatened whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether such Indemnitee is designated a party thereto, relating to or arising out of this Agreement or any other Transaction Document or the transactions contemplated hereby and therebycontrary contained herein, the Lender’s or the Agent’s activities in connection herewith or therewith or Borrower will be obligated to pay any actual or proposed use of proceeds of loans hereunder; provided that such indemnity shall not, as to Indemnified Amount on any Indemnitee, be available given day only to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements there are determined by a court of competent jurisdiction by final and nonappealable judgment amounts available therefor pursuant to have resulted from the gross negligence or willful misconduct of such Indemnitee. Neither the Borrower nor any Indemnitee shall have any liability for any special, indirect, consequential or punitive damages relating to this Agreement or any other Transaction Document or arising out of its activities in connection herewith or therewith (whether before or after the date hereof)Section 8.3.

Borrower Indemnity. Without limiting any other rights which any such (a) Borrower hereby agrees to indemnify Natixis, including its officers, directors, Affiliates and each Person may have hereunder who controls Natixis within the meaning of Section 15 of the Securities Act or under Applicable LawSection 20 of the Exchange Act (collectively, the Borrower shall indemnify and hold harmless on an after-Tax basis the Lender“Natixis Group”), the Collateral Agentissuer of the Securities (the “Issuer” and for purposes of this Section 9.3, Issuer shall include its officers, director and each Person who controls the Issuer within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and any placement agent or underwriter with respect to the Secondary Market Transaction, each of their respective officers and directors and each Person who controls the placement agent or underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the Collateral Custodian, the Securities Intermediary and the Agent and their respective Affiliates, and their respective directors, officers, employees, counsel, agents and attorneys-in-fact and successors in interest (collectively the “IndemniteesUnderwriter Group”) from and against for any and all liabilities, obligations, losses, damages, penalties, claims, demandsdamages or liabilities (collectively, actionsthe “Liabilities”) to which Natixis, judgmentsthe Natixis Group, suitsthe Issuer or the Underwriter Group may become subject insofar as the Liabilities arise out of, costsor are based upon, expenses (i) any untrue statement of any material fact contained in the information provided to Natixis by Borrower and disbursements its agents, counsel and representatives, (including all reasonable and documented legal fees and expenses of one law firm plus any local counsel deemed appropriate by ii) the omission to state therein a material fact required to be stated in such law firm) (all information or necessary in order to make the statements in such information, in light of the foregoing being collectively called “Indemnified Amounts”circumstances under which they were made, not misleading, or (iii) a breach of the representations and warranties made by Borrower in Section 4.8 of this Agreement (Full and Accurate Disclosure). Borrower also agrees to reimburse Natixis, the Natixis Group, the Issuer and/or the Underwriter Group for any legal or other expenses reasonably incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Natixis, the Borrower of any kind or natureNatixis Group, which may at any time be imposed on, incurred by or asserted against any such Indemnitee the Issuer and/or the Underwriter Group in connection with investigating or defending the Liabilities or (iiv) the execution, delivery and performance by the parties thereto of their respective obligations Condominium Documents. Borrower’s liability under this Agreement paragraph will be limited to Liabilities that arise out of, or any other Transaction Document and the transactions contemplated hereby are based upon, an untrue statement or therebyomission made in reliance upon, and in conformity with, information furnished to Natixis by or on behalf of Borrower in connection with the consummation and administration preparation of the transactions contemplated hereby Disclosure Document or in connection with the underwriting or closing of the Loan, including financial statements of Borrower, operating statements and thereby (other than rent rolls with respect to legal fees and disbursements incurred on or prior to the date hereof), including, without limitation any reasonable and documented out-of-pocket costs and expenses of the Agent Property. This indemnification provision will be in connection with any swap transaction with parties other than the Lender, or (ii) any actual or prospective claim, litigation, investigation or proceeding brought or threatened whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether such Indemnitee is designated a party thereto, relating to or arising out of this Agreement or any other Transaction Document or the transactions contemplated hereby and thereby, the Lender’s or the Agent’s activities in connection herewith or therewith or any actual or proposed use of proceeds of loans hereunder; provided that such indemnity shall not, as addition to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. Neither the liability which Borrower nor any Indemnitee shall have any liability for any special, indirect, consequential or punitive damages relating to this Agreement or any other Transaction Document or arising out of its activities in connection herewith or therewith (whether before or after the date hereof)may otherwise have.