Common use of Indemnities by the Borrower Clause in Contracts

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by such Indemnified Party arising out of or as a result of this Agreement or having an interest in the Collateral or in respect of any Loan included in the Collateral, excluding, however, any Indemnified Amounts to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party. If the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that which the Affected Parties, the Secured Parties, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Custodian or any such Person of their respective Affiliates may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral CustodianAffected Parties, the Secured Parties, Administrative Agent, the Affected Parties Lenders, the Lender Agents, the Collateral Agent, the Backup Servicer, the Account Bank, the Backup Servicer, the Collateral Custodian and each of their respective assigns and Affiliates, assigns, officers, directors, employees and agents thereof (collectivelyeach, the an “Indemnified Parties”), forthwith on demand, Party” for purposes of this Article IX) from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) ), awarded against or actually incurred by such Indemnified Party arising out of or as a result of this Agreement or having an interest in the Collateral or in respect of any Loan included in of the CollateralCollateral Portfolio, excluding, however, any Indemnified Amounts to the extent resulting solely from (a) gross negligence, bad faith or willful misconduct on the part of any an Indemnified Party. If the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others Party as determined in respect a final decision by a court of such Indemnified Amounts then, the recipient shall repay competent jurisdiction or (b) Loan Assets which are uncollectible due to the Borrower an amount equal Obligor’s financial inability to the amount it has collected from others in respect of such indemnified amountspay. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:from any of the following (to the extent not resulting from the conditions set forth in (a) or (b) above):

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Borrower Indemnified Parties”), forthwith on demand, Party from and against any and all damages, losses, claims, losses and liabilities and related costs and expenses, (including reasonable attorneys’ fees and disbursements Attorney Costs) (all of the foregoing being collectively referred to as the “Borrower Indemnified Amounts”) awarded against or incurred by such Indemnified Party arising out of or as a result of resulting from this Agreement or having an any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in the Collateral or in respect of any Loan included in the Pool Receivable or any other Collateral, ; excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent resulting a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted from the bad faith, gross negligence, bad faith negligence or willful misconduct on the part of any Indemnified Party. If by the Borrower has made Indemnified Party seeking indemnification and (b) Taxes other than as described in clause (xiv) below or Taxes that represent losses, claims or damages arising from any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amountsnon-Tax claim. Without limiting or being limited by the foregoing, the Borrower shall indemnify pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party for any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, Secured Parties and the Collateral Custodian, the Secured Parties, the Affected Parties Independent Member and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or against, incurred by or asserted against such Indemnified Party or any of them arising out of or as a result of this Agreement or having an interest in the Collateral or in respect of any Loan included in the Collateral, excluding, however, any Indemnified Amounts to the extent resulting from gross negligence, bad faith negligence or willful misconduct on the part of any Indemnified Party. If the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amountsIndemnified Amounts. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith negligence or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgmentParty) relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that which the Affected Parties, the Secured Parties, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Administrator, the Backup Servicer, the Collateral Custodian or any such Person of their respective Affiliates may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Affected Parties, the Secured Parties, Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Backup Servicer, the Account Bank, the Backup Servicer, the Collateral Administrator, the Collateral Custodian, the Secured Parties, the Affected Parties any Conduit Trustee and each of their respective assigns and Affiliates, assigns, officers, directors, employees and agents thereof (collectivelyeach, the an “Indemnified Parties”), forthwith on demand, Party” for purposes of this Article IX) from and against any and all damages, losses, claims, liabilities and related reasonable and documented out-of-pocket costs and expenses, including reasonable attorneys’ fees and disbursements of one firm of counsel to the Administrative Agent and the Lenders and, if necessary, one firm of local counsel in each appropriate jurisdiction (all of the foregoing being collectively referred to as the “Indemnified Amounts”) ), awarded against or actually incurred by such Indemnified Party arising out of or as a result of this Agreement or having an interest in the Collateral or in respect of any Loan included in of the CollateralCollateral Portfolio, excluding, however, any Indemnified Amounts to the extent resulting solely from (a) gross negligence, bad faith or willful misconduct on the part of any an Indemnified Party. If the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others Party as determined in respect a final decision by a court of such Indemnified Amounts then, the recipient shall repay competent jurisdiction or (b) Loan Assets which are uncollectible due to the Borrower an amount equal Obligor’s financial inability to the amount it has collected from others in respect of such indemnified amountspay. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:from any of the following (to the extent not resulting from the conditions set forth in (a) or (b) above):

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by such Indemnified Party and other non-monetary damages of any such Indemnified Party or any of them arising out of or as a result of this Agreement or the Existing A&R Loan and Security Agreement or having an interest in the Collateral or in respect of any Loan included in the Collateral, excluding, however, any Indemnified Amounts to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party. If the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgmentParty) relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that which the Lender, the Collateral Agent, the Backup Servicer (whether in its capacity as Backup Servicer or successor Servicer), the Lender’s Bank, the Custodian, the Initial Qualifying Swap Counterparty or any such Person of their respective Affiliates may have hereunder or under Applicable Lawapplicable law, the Borrower hereby agrees to indemnify the Administrative Lender, the Collateral Agent, the Collateral Custodian, the Secured PartiesBackup Servicer, the Affected Parties Lender’s Bank, the Initial Qualifying Swap Counterparty and each of their respective assigns and officersAffiliates (each, directors, employees and agents thereof (collectively, the an “Indemnified Parties”), forthwith on demand, Party” for purposes of this Article VIII) from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) ), awarded against or incurred by such Indemnified Party any of them arising out of or as a result of this Agreement or having an interest in the Collateral or in respect of any Loan included in the CollateralPledged Assets, excluding, however, any (A) Indemnified Amounts to the extent resulting solely from gross negligence, bad faith or willful misconduct on the part of any an Indemnified Party. If , (B) taxes (including interest and penalties imposed thereon) imposed by the Borrower has made any indemnity payment pursuant to this Section 10.1 and jurisdiction in which such payment fully indemnified Indemnified Party’s principal executive office is located, on or measured by the recipient thereof and the recipient thereafter collects any payments from others in respect overall net income of such Indemnified Party or (C) Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal extent that they are or result from lost profits (other than principal, interest and Fees with respect to the amount it has collected from others in respect of such indemnified amountsLoans). Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from any of the following (except to the extent not resulting solely from gross negligence, bad faith or willful misconduct on the part of any an Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:Party):

Indemnities by the Borrower. (a) Without limiting any other rights that which any such Person may have hereunder or under Applicable Lawapplicable law, the Borrower hereby agrees to indemnify the Administrative Agentindemnify, the Collateral CustodianLender, the Secured Partiesits Affiliates, the Affected Parties successors, permitted transferees and each of their respective assigns and all officers, directors, shareholders, controlling persons, employees and agents thereof of any of the foregoing (collectively, the each an “Indemnified PartiesParty”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by such Indemnified Party any of them arising out of or as a result of this Agreement, the other Facility Documents, the Freddie Mac Acknowledgment Agreement or having an interest in the Collateral any transaction contemplated hereby or in respect of any Loan included in the Collateral, thereby excluding, however, any (a) Indemnified Amounts to the extent resulting a court of competent jurisdiction determines that they resulted from gross negligence, bad faith or willful misconduct on the part of such Indemnified Party, (b) in the event that the Lender has assigned its rights or delegated its obligations in respect of this Agreement, and the Indemnified Amounts with respect to such assignee exceed the Indemnified Amounts that would otherwise have been payable by the Borrower to the Lender, the amount of such excess, (c) taxes expressly excluded from Taxes in Section 3.02(a) above (other than any such Taxes that are incremental and arise solely by reason of a breach by the Borrower of its obligations under this Agreement), and (d) any lost profits or indirect, exemplary, punitive or consequential damages of any Indemnified Party. If In any suit, proceeding or action brought by the Lender in connection with any Collateral for any sum owing thereunder, or to enforce any provisions of any Collateral, the Borrower has made will save, indemnify and hold the Lender harmless from and against all expense, loss or damage suffered by reason of any indemnity payment pursuant defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by the Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others or in respect favor of such Indemnified Amounts thenaccount debtor or obligor or its successors from the Borrower. The Borrower also agrees to reimburse the Lender as and when billed by the Lender for all the Lender’s reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of the Lender’s rights under this Agreement, the recipient Note, any other Facility Document, the Freddie Mac Acknowledgment Agreement or any transaction contemplated hereby or thereby, including without limitation the fees and disbursements of its counsel. The Borrower hereby acknowledges that, notwithstanding the fact that the Note is secured by the Collateral, the obligation of the Borrower under the Note is a recourse obligation of the Borrower. Under no circumstances shall repay any Indemnified Party be liable to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting the foregoingfor any lost profits or indirect, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligenceexemplary, bad faith punitive or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:consequential damages.

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Deal Agent, the Collateral CustodianBackup Servicer, the Collateral Agent, the Successor Servicer, the Lenders, the other Secured Parties, the Affected Parties and each of their respective assigns Affiliates and officers, directors, employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by such Indemnified Party or other non-monetary damages of any such Indemnified Party any of them arising out of or as a result of this Agreement or having an interest in the Collateral financing or maintenance of the Aggregate Loan Amount or in respect of any Loan included in the Collateralor any Contract, excluding, however, any (a) Indemnified Amounts to the extent resulting from gross negligence, bad faith negligence or willful misconduct on the part of any an Indemnified PartyParty or (b) Indemnified Amounts that have the effect of recourse for non-payment of the Loans due to credit problems of the Obligors (except as otherwise specifically provided in this Agreement). If the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amountsIndemnified Amounts. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, an “Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, Party from and against any and all damages, losses, claims, losses and liabilities and related costs and expenses, (including reasonable attorneys’ fees and disbursements Attorney Costs) (all of the foregoing being collectively referred to as the “Borrower Indemnified Amounts”) awarded against or incurred by such Indemnified Party arising out of or as a result of resulting from this Agreement or having an any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in the Collateral or in respect of any Loan included in the Pool Receivable or any other Collateral, ; excluding, however, any (x) Borrower Indemnified Amounts (i) to the extent resulting a final judgment of a court of competent jurisdiction holds that such Borrower Indemnified Amounts resulted primarily from the gross negligence, bad faith negligence or willful misconduct on by the part of any Indemnified Party. If Party seeking indemnification and (ii) to the extent such Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay arise due to the Borrower credit risk of an amount equal Obligor and for which reimbursement would constitute recourse to any Originator or the amount it has collected from others in respect of such indemnified amountsServicer for uncollectible Receivables and (y) Taxes that are covered by Section 5.03. Without limiting or being limited by the foregoing, the Borrower shall indemnify pay on written demand (which demand shall be accompanied by documentation of the Borrower Indemnified Amounts in reasonable detail) (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Indemnified Party for any and all amounts necessary to indemnify such Indemnified Party from and against any and all Borrower Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clauses (x) and (y) above):

Indemnities by the Borrower. (a) Without limiting any other rights that which the Affected Parties, the Secured Parties, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian or any such Person of their respective Affiliates may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral CustodianAffected Parties, the Secured Parties, Administrative Agent, the Affected Parties Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and each of their respective assigns and Affiliates, assigns, officers, directors, employees and agents thereof (collectivelyeach, the an “Indemnified Parties”), forthwith on demand, Party” for purposes of this Article VIII) from and against any and all damages, losses, claims, liabilities and related reasonable costs and expenses, including reasonable attorneys’ fees fees, costs and disbursements expenses (all of the foregoing being collectively referred to as the “Indemnified Amounts”) ), awarded against or actually incurred by such Indemnified Party arising out of or as a result of this Agreement or having an interest in the Collateral or in respect of any Loan included in of the CollateralCollateral Portfolio, excluding, however, any Indemnified Amounts to the extent resulting solely from (a) gross negligence, bad faith or willful misconduct on the part of any an Indemnified Party. If the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay Party or (b) Loan Assets which are uncollectible due to the Borrower an amount equal Obligor’s financial inability to the amount it has collected from others in respect of such indemnified amountspay. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:from any of the following (to the extent not resulting from the conditions set forth in (a) or (b) above):

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Deal Agent, the Backup Servicer, the Collateral CustodianAgent, the Successor Servicer, the Liquidity Agents, the Secured Parties, the Affected Parties and each of their respective assigns Affiliates and officers, directors, employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by such Indemnified Party or other non-monetary damages of any such Indemnified Party any of them arising out of or as a result of this Agreement or having an interest in the Collateral financing or maintenance of the Capital or in respect of any Loan included in the Collateralor any Contract, excluding, however, any (a) Indemnified Amounts to the extent resulting from gross negligence, bad faith negligence or willful misconduct on the part of any such Indemnified PartyParty or (b) Indemnified Amounts that have the effect of recourse for non-payment of the Loans due to credit problems of the Obligors (except as otherwise specifically provided in this Agreement). If the Borrower has made any indemnity payment pursuant to this Section 10.1 11.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral CustodianAgent, the Secured Parties, the Affected Parties Lenders and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or against, incurred by or asserted by the Borrower or any third party against such Indemnified Party or any of them arising out of or as a result of this Agreement or having an interest in the Collateral or in respect of any Loan included in the Collateral, excluding, however, any Indemnified Amounts to the extent resulting solely from gross negligence, bad faith negligence or willful misconduct on the part of any Indemnified Party in the performance of such Indemnified Party’s obligations hereunder as determined in a final non-appealable decision by a court of competent jurisdiction. If the Borrower has made any indemnity payment pursuant to this Section 10.1 and Section 10.3 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amountsIndemnified Amounts, without interest. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting solely from gross negligence, bad faith negligence or willful misconduct on the part of any Indemnified Party in the performance of such Indemnified Party’s obligations hereunder or arising on account of Tax (except as determined by provided in Section 10.1(a)(xiii) or if such Tax is suffered on account of a court of competent jurisdiction by final non-appealable judgmentTax claim)) relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that which any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agentindemnify, the Collateral CustodianLender, the Secured Partiesits Affiliates, the Affected Parties successors, permitted transferees and each of their respective assigns and all officers, directors, shareholders, controlling persons, employees and agents thereof of any of the foregoing (collectively, the each an “Indemnified PartiesParty”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related out-of-pocket costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by such Indemnified Party any of them arising out of or as a result of this Agreement Agreement, the other Facility Documents, or having an interest in the Collateral any transaction contemplated hereby or in respect of any Loan included in the Collateral, thereby excluding, however, any (a) Indemnified Amounts to the extent resulting a court of competent jurisdiction determines that they resulted from gross negligence, bad faith or willful misconduct on the part of any such Indemnified Party. If , (b) in the Borrower event that the Lender has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others assigned its rights or delegated its obligations in respect of such this Agreement, and the Indemnified Amounts thenwith respect to such assignee exceed the Indemnified Amounts that would otherwise have been payable by the Borrower to the Lender, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting the foregoingexcess, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligencec) any lost profits or indirect, bad faith exemplary, punitive or willful misconduct on the part consequential damages of any Indemnified Party and (d) any other amounts specifically identified herein as determined to which Borrower’s liability is expressly limited, but only to the extent of such express limitation. In any suit, proceeding or action brought by the Lender in connection with any Collateral for any sum owing thereunder, or to enforce any provisions of any Collateral, the Borrower will save, indemnify and hold the Lender harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a court breach by Borrower of competent jurisdiction any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from the Borrower. The Borrower also agrees to reimburse the Lender as and when billed by final the Lender for all the Lender’s documented out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of the Lender’s rights under this Loan Agreement, the Note, any other Facility Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. The Borrower hereby acknowledges that, notwithstanding the fact that the Note is secured by the Collateral, the obligation of the Borrower under the Note is a recourse obligation of the Borrower. Under no circumstances shall any Indemnified Party be liable to the Borrower for any lost profits or indirect, exemplary, punitive or consequential damages. This Section 10.01 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-appealable judgment) relating to or resulting from:Tax claim.

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to defend, protect, indemnify and hold harmless the Administrative Agent, the Collateral CustodianManaging Agents, any Successor Servicer, the Bank Parties (each in its individual capacity and in its capacity as such), any Secured Parties, the Affected Parties Party or its assignee and each of their respective assigns Affiliates and officers, directors, employees employees, members and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, from and against any and all damages, losses, claims, liabilities liabilities, penalties, actions, suits, and judgments and related costs and expensesexpenses of any kind or nature whatsoever, including reasonable attorneys’ fees and disbursements that may be incurred by or asserted or awarded against any Indemnified Party or other non-monetary damages of any such Indemnified Party (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by such Indemnified Party in each case arising out of or as a result in connection with or by reason of the execution, delivery, enforcement, performance, administration of or otherwise arising out of or incurred in connection with this Agreement Agreement, any other Transaction Document, any Loan Document or having any transaction contemplated hereby or thereby (including, but not limited to, the costs and expenses incurred in connection with any enforcement (including any dispute, action, claim or suit brought) by an interest in the Collateral or in respect Indemnified Party of any Loan included in indemnification or other obligation of the CollateralBorrower), excluding, however, (x) Indemnified Amounts arising due to the deterioration in the credit quality or market value of the Transferred Loans or other Collateral hereunder to the extent that such credit quality or market value was not misrepresented in any material respect by the Borrower or any of its Affiliates, (y) Indemnified Amounts to the extent resulting from actual fraud, gross negligence, bad faith negligence or willful misconduct on the part of any Indemnified Party. If the Borrower has made any indemnity payment pursuant to this Section 10.1 Party (as determined in a final, non-appealable adjudication by a court of competent jurisdiction) and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such (z) Indemnified Amounts thenconstituting Taxes (other than (i) any Taxes that represent damages, the recipient shall repay to the Borrower an amount equal to the amount it has collected losses, claims, etc. arising from others any non-Tax claim and (ii) as enumerated below in respect of such indemnified amountsclause (ix)). Without limiting the foregoing, the Borrower shall indemnify each the Indemnified Party Parties for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral CustodianManaging Agents, the Secured Bank Parties, the Affected Parties any Secured Party or its assignee and each of their respective assigns Affiliates and officers, directors, employees employees, members and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, from and against any and all damages, losses, claims, liabilities liabilities, penalties, actions, suits, and judgments and related costs and expensesexpenses of any kind or nature whatsoever, including reasonable attorneys’ fees and disbursements that may be incurred by or asserted or awarded against any Indemnified Party or other non-monetary damages of any such Indemnified Party (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by such Indemnified Party in each case arising out of or as a result in connection with or by reason of the execution, delivery, enforcement, performance, administration of or otherwise arising out of or incurred in connection with this Agreement or having an interest in the Collateral or in respect of Agreement, any other Transaction Document, any Loan included in the CollateralDocument or any transaction contemplated hereby or thereby, excluding, however, (x) Indemnified Amounts arising due to the deterioration in the credit quality or market value of the Loans or other Collateral hereunder to the extent that such credit quality or market value was not misrepresented in any material respect by the Borrower or any of its Affiliates, (y) Indemnified Amounts to the extent resulting from fraud, gross negligence, bad faith negligence or willful misconduct on the part of any Indemnified Party. If the Borrower has made any indemnity payment pursuant to this Section 10.1 Party and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such (z) Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amountsconstituting Indemnified Taxes. Without limiting the foregoing, the Borrower shall indemnify each the Indemnified Party Parties for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that which any such Person Class A Lender, any Class B Lender, the Collateral Agent, the Backup Servicer (whether in its capacity as Backup Servicer or successor Servicer), the Lenders’ Bank, the Custodian, the Initial Qualifying Swap Counterparty or any of their respective Affiliates may have hereunder or under Applicable Lawapplicable law, the Borrower hereby agrees to indemnify each Lender, the Administrative Collateral Agent, the Collateral Custodian, the Secured PartiesBackup Servicer, the Affected Parties Lenders’ Bank, the Initial Qualifying Swap Counterparty and each of their respective assigns and officersAffiliates (each, directors, employees and agents thereof (collectively, the an “Indemnified Parties”), forthwith on demand, Party” for purposes of this Article VIII) from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) ), awarded against or incurred by such Indemnified Party any of them arising out of or as a result of this Agreement or having an interest in the Collateral or in respect of any Loan included in the CollateralPledged Assets, excluding, however, any (A) Indemnified Amounts to the extent resulting solely from gross negligence, bad faith or willful misconduct on the part of any an Indemnified Party. If , (B) taxes (including interest and penalties imposed thereon) imposed by the Borrower has made any indemnity payment pursuant to this Section 10.1 and jurisdiction in which such payment fully indemnified Indemnified Party’s principal executive office is located, on or measured by the recipient thereof and the recipient thereafter collects any payments from others in respect overall net income of such Indemnified Party or (C) Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal extent that they are or result from lost profits (other than principal, interest and Fees with respect to the amount it has collected from others in respect of such indemnified amountsLoans). Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from any of the following (except to the extent not resulting solely from gross negligence, bad faith or willful misconduct on the part of any an Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:Party):

Indemnities by the Borrower. (a) Without limiting any other rights that which the Affected Parties, the Secured Parties, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian or any such Person of their respective Affiliates may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral CustodianAffected Parties, the Secured Parties, Administrative Agent, the Affected Parties Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and each of their respective assigns and Affiliates, assigns, officers, directors, employees and agents thereof (collectivelyeach, the an “Indemnified PartiesParty”), forthwith on demand, ) from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable and documented attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) ), awarded against or actually incurred by such Indemnified Party arising out of or as a result of this Agreement or having an interest in the Collateral or in respect of any Loan included in of the CollateralCollateral Portfolio, excluding, however, any Indemnified Amounts to the extent resulting solely from (x) gross negligence, bad faith or willful misconduct on the part of any an Indemnified Party. If the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay Party or (y) Loans which are uncollectible due to the Borrower an amount equal Obligor’s financial inability to the amount it has collected from others in respect of such indemnified amountspay. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:from any of the following (to the extent not resulting from the conditions set forth in (x) or (y) above):

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Borrower Indemnified Parties”), forthwith on demand, Party from and against any and all damages, losses, claims, losses and liabilities and related costs and expenses, (including reasonable attorneys’ fees and disbursements Attorney Costs) (all of the foregoing being collectively referred to as the “Borrower Indemnified Amounts”) awarded against or incurred by such Indemnified Party arising out of or as a result of resulting from this Agreement or having an any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in the Collateral or in respect of any Loan included in the Pool Receivable or any other Collateral, ; excluding, however, any (a) Borrower Indemnified Amounts to the extent resulting a final judgment of a court of competent jurisdiction holds that such Borrower Indemnified Amounts resulted solely from the gross negligence, bad faith negligence or willful misconduct on the part of any Indemnified Party. If by the Borrower has made Indemnified Party seeking indemnification or any indemnity payment pursuant to this of its Controlled Related Parties and (b) Taxes that are covered by Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts5.03. Without limiting or being limited by the foregoing, the Borrower shall indemnify pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party for any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clauses (a) and (b) above):

Indemnities by the Borrower. (a) Without Except for Taxes (other than Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim) and without limiting any other rights that which the Affected Parties, the Secured Parties, the Administrative Agent, the Lenders, the Collateral Agent, the Account Bank, the Collateral Custodian or any such Person of their respective Affiliates may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral CustodianAffected Parties, the Secured Parties, the Affected Parties Administrative Agent, the Lenders, the Collateral Agent, the Account Bank, the Collateral Custodian and each of their respective assigns and Affiliates, assigns, officers, directors, employees and agents thereof (collectivelyeach, the an “Indemnified Parties”)Party” for purposes of this Article VIII) against, forthwith on demandand to hold each Indemnified Party harmless from, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) ), awarded against or actually incurred by such Indemnified Party arising out of of, in any way connected with, or as a result of this Agreement or having an interest in Agreement, any of the Collateral other Transaction Documents or in respect of any Loan included in of the CollateralCollateral or any claim, excludinglitigation, howeverinvestigation or proceeding relating to any of the foregoing including the enforcement of this Agreement or any other Transaction Document against the Borrower, regardless of whether any such Indemnified Party is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower or any of its Affiliates or shareholders); provided that Indemnified Amounts shall not be available to an Indemnified Party to the extent resulting from gross negligencethat such damages, bad faith or willful misconduct on the part of any Indemnified Party. If the Borrower has made any indemnity payment pursuant to this Section 10.1 losses, claims, liabilities and such payment fully indemnified the recipient thereof related costs and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as expenses are determined by a court of competent jurisdiction by a final non-appealable judgment) relating and nonappealable judgment to have resulted solely from the gross negligence or resulting from:willful misconduct on the part of such Indemnified Party.

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Funding Agents, the Conduit Lenders, the Committed Lenders, the Program Support Providers, any such Person Program Manager or any of their respective officers, directors, agents, employees, controlling Persons or other Affiliates (each, an "Indemnified Party") may have hereunder or under Applicable Lawapplicable law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, Party from and against any and all damages, losses, claims, liabilities and related costs liabilities, deficiencies, costs, disbursements and expenses, including including, without limitation, interest, penalties, amounts paid in settlement and reasonable attorneys’ ' fees and disbursements (all of the foregoing being collectively referred to as the “"Indemnified Amounts”") awarded against arising out of or resulting from this Agreement or any other Transaction Document or the use of proceeds of Loans or in respect of any Collateral, excluding, however, (a) Indemnified Amounts to the extent that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of such Indemnified Party and (b) any income taxes incurred by such Indemnified Party arising out of or as a result of this Agreement or having an interest in the Collateral or in respect ownership of any Loan included in the Collateral, excluding, however, any Indemnified Amounts to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party. If the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amountsLoans. Without limiting or being limited by the foregoing, the Borrower shall indemnify pay on demand to each Indemnified Party for any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:from any of the following (excluding Indemnified Amounts and taxes described in clauses (a) and (b) above):

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Borrower Indemnified Parties”), forthwith on demand, Party from and against any and all damages, losses, claims, losses and liabilities and related costs and expenses, (including reasonable attorneys’ fees and disbursements Attorney Costs) (all of the foregoing being collectively referred to as the “Borrower Indemnified Amounts”) awarded against or incurred by such Indemnified Party arising out of or as a result of resulting from this Agreement or having an any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in the Collateral or in respect of any Loan included in the Pool Receivable or any other Collateral, ; excluding, however, any (a) Borrower Indemnified Amounts to the extent resulting a final judgment of a court of competent jurisdiction holds that such Borrower Indemnified Amounts resulted from the gross negligence, bad faith negligence or willful misconduct on the part of any Indemnified Party. If by the Borrower has made any indemnity payment pursuant to this Indemnified Party seeking indemnification and (b) Taxes that are covered by Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts5.03. Without limiting or being limited by the foregoing, the Borrower shall indemnify pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party for any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clauses (a) and (b) above):

Indemnities by the Borrower. (a) Without limiting any other rights that which any such Person may have hereunder or under Applicable Lawapplicable law, the Borrower hereby agrees to indemnify the Administrative Agentindemnify, the Collateral CustodianLender, the Secured Partiesits Affiliates, the Affected Parties successors, permitted transferees and each of their respective assigns and all officers, directors, shareholders, controlling persons, employees and agents thereof of any of the foregoing (collectively, the each an “Indemnified PartiesParty”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by such Indemnified Party any of them arising out of or as a result of this Agreement Agreement, the other Facility Documents, or having an interest in the Collateral any transaction contemplated hereby or in respect of any Loan included in the Collateral, thereby excluding, however, any (a) Indemnified Amounts to the extent resulting a court of competent jurisdiction determines that they resulted from gross negligence, bad faith or willful misconduct on the part of such Indemnified Party, (b) in the event that the Lender has assigned its rights or delegated its obligations in respect of this Agreement, and the Indemnified Amounts with respect to such assignee exceed the Indemnified Amounts that would otherwise have been payable by the Borrower to the Lender, the amount of such excess, (c) taxes expressly excluded from Taxes in Section 3.02(a) above (other than any such Taxes that are incremental and arise solely by reason of a breach by the Borrower of its obligations under this Agreement), and (d) any lost profits or indirect, exemplary, punitive or consequential damages of any Indemnified Party. If In any suit, proceeding or action brought by the Lender in connection with any Collateral for any sum owing thereunder, or to enforce any provisions of any Collateral, the Borrower has made will save, indemnify and hold the Lender harmless from and against all expense, loss or damage suffered by reason of any indemnity payment pursuant defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by the Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others or in respect favor of such Indemnified Amounts thenaccount debtor or obligor or its successors from the Borrower. The Borrower also agrees to reimburse the Lender as and when billed by the Lender for all the Lender’s out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of the Lender’s rights under this Agreement, the recipient Note, any other Facility Document or any transaction contemplated hereby or thereby, including without limitation the fees and disbursements of its counsel. The Borrower hereby acknowledges that, notwithstanding the fact that the Note is secured by the Collateral, the obligation of the Borrower under the Note is a recourse obligation of the Borrower. Under no circumstances shall repay any Indemnified Party be liable to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting the foregoingfor any lost profits or indirect, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligenceexemplary, bad faith punitive or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:consequential damages.

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Borrower Indemnified Parties”), forthwith on demand, Party from and against any and all damages, losses, claims, losses and liabilities and related costs and expenses, (including reasonable attorneys’ fees and disbursements Attorney Costs) (all of the foregoing being collectively referred to as the “Borrower Indemnified Amounts”) awarded against or incurred by such Indemnified Party arising out of or as a result of resulting from this Agreement or having an any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in the Collateral or in respect of any Loan included in the Pool Receivable or any other Collateral, ; excluding, however, any (x) Borrower Indemnified Amounts to the extent resulting a final non-appealable judgment of a court of competent jurisdiction holds that such Borrower Indemnified Amounts resulted from the gross negligence, bad faith negligence or willful misconduct on the part of any Indemnified Party. If by the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Party seeking indemnification, (y) Borrower Indemnified Amounts thenresulting from a claim brought by the Borrower, any Originator, the recipient shall repay to Servicer, or the Performance Guarantor against an Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligence, breach in bad faith of such Borrower Indemnified Party’s obligations hereunder or willful misconduct under any other Transaction Document, if such party has obtained a final and nonappealable judgment in its favor on such claim against the part of any Borrower Indemnified Party as determined by a court of competent jurisdiction and (z) Taxes that are either (i) indemnified by final Section 5.03 or (ii) Taxes other than Taxes arising from any non-appealable judgmentTax Borrower Indemnified Amount (provided that this clause (z) shall not operate to exclude from Borrower Indemnified Amounts any Taxes described in clause (xiv) below). Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts relating to or resulting from:from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clauses (x) through (z) above):

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, Secured Parties and the Collateral Custodian, the Secured Parties, the Affected Parties Independent Manager and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, from and against any and all damages, losses, claimsclaims (whether brought by or involving the Borrower or any third party), liabilities and related reasonable out-of-pocket costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or against, incurred by or asserted against such Indemnified Party or any of them arising out of or as a result of this Agreement (including the enforcement of any provision hereof) or having an interest in the Collateral or in respect of any Loan included in the Collateral, excluding, however, any Indemnified Amounts to the extent resulting from gross negligence, bad faith negligence or willful misconduct on the part of any Indemnified Party. If the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amountsIndemnified Amounts. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith negligence or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgmentParty) relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral CustodianBackup Servicer, the Trustee, any other Secured Parties, the Affected Parties Party or its assignee and each of their respective assigns Affiliates and officers, directors, employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by by, any such Indemnified Party or other non-monetary damages of any such Indemnified Party any of them arising out of or as a result of this Agreement or having an interest in the Collateral or in respect of any Loan included in the CollateralAgreement, excluding, however, any (a) Indemnified Amounts to the extent resulting from gross negligence, bad faith negligence or willful misconduct on the part of any Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by the applicable Indemnified Party subject to the limitations hereof. If the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts thenAmounts, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting the foregoing, the Borrower shall indemnify each the Indemnified Party Parties for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Borrower Indemnified Parties”), forthwith on demand, Party from and against any and all damages, losses, claims, losses and liabilities and related costs and expenses, (including reasonable attorneys’ fees and disbursements Attorney Costs) (all of the foregoing being collectively referred to as the “Borrower Indemnified Amounts”) awarded against or incurred by such Indemnified Party arising out of or as a result of resulting from this Agreement or having an any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in the Collateral or in respect of any Loan included in the Pool Receivable or any other Collateral, ; excluding, however, any (a) Borrower Indemnified Amounts to the extent resulting a final non-appealable judgment of a court of competent jurisdiction holds that such Borrower Indemnified Amounts resulted from the gross negligence, bad faith negligence or willful misconduct on the part of any Indemnified Party. If by the Borrower has made Indemnified Party seeking indemnification and (b) Taxes that are covered by Section 4.03 (other than (A) any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects Taxes that represent losses, claims, damages, etc. arising from any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amountsnon-Tax claim or (B) Taxes specifically enumerated below). Without limiting or being limited by the foregoing, the Borrower shall indemnify pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 3.01), to each Borrower Indemnified Party for any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clauses (a) and (b) above):

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral Custodian, the Securities Intermediary, the Secured Parties, the Affected Parties Lenders and each of their respective assigns and directors, officers, directorsemployees, employees agents and agents thereof advisors (collectively, the “Indemnified Parties”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by such Indemnified Party and other non-monetary damages of any such Indemnified Party or any of them arising out of or as a result of this Agreement or having an interest in the Collateral or in respect of any Loan included in the Collateral, excluding, however, any Indemnified Amounts to the extent resulting from gross negligence, bad faith negligence or willful misconduct on the part of any Indemnified PartyParty or in respect of Taxes (other than those described in clause (xii) of this Section 10.1(a) or in Section 2.12, Section 2.13, or Section 12.9). If the Borrower has made any indemnity payment pursuant to this Section 10.1 and Section 10.3 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith negligence or willful misconduct on the part of any such Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgmentParty) relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Borrower Indemnified Parties”), forthwith on demand, Party from and against any and all damages, losses, claims, losses and liabilities and related costs and expenses, (including reasonable attorneys’ fees and disbursements Attorney Costs) (all of the foregoing being collectively referred to as the “Borrower Indemnified Amounts”) awarded against or incurred by such Indemnified Party arising out of or as a result of resulting from this Agreement or having an any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in the Collateral or in respect of any Loan included in the Pool Receivable or any other Collateral, ; excluding, however, any (a) Borrower Indemnified Amounts to the extent resulting a final non-appealable judgment of a court of competent jurisdiction holds that such Borrower Indemnified Amounts resulted solely from the gross negligence, bad faith negligence or willful misconduct on the part of any Indemnified Party. If by the Borrower has made Indemnified Party seeking indemnification and (b) Taxes other than Taxes that represent losses, claims, damages, etc., arising from any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amountsnon-Tax claim. Without limiting or being limited by the foregoing, the Borrower shall indemnify pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party for any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clauses (a) and (b) above):

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Borrower Indemnified Parties”), forthwith on demand, Party from and against any and all damages, losses, claims, losses and liabilities and related costs and expenses, (including reasonable attorneys’ fees and disbursements Attorney Costs) (all of the foregoing being collectively referred to as the “Borrower Indemnified Amounts”) awarded against or incurred by such Indemnified Party arising out of or as a result of resulting from this Agreement or having an any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in the Collateral or in respect of any Loan included in the Pool Receivable or any other Collateral, ; excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent resulting a final non-appealable judgment of a court of competent jurisdiction holds that such Borrower Indemnified Amounts resulted from the gross negligence, bad faith negligence or willful misconduct on the part of any Indemnified Party. If by the Borrower has made Indemnified Party seeking indemnification and (b) Taxes that are covered by Section 5.03 (other than any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects Taxes that represent losses, claims, damages, etc. arising from any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amountsnon-Tax claim). Without limiting or being limited by the foregoing, the Borrower shall indemnify pay within 10 days of demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party for any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clauses (a) and (b) above):

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral CustodianAgent, the Secured Parties, the Affected Parties Lenders and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or against, incurred by or asserted by the Borrower or any third party against such Indemnified Party or any of them arising out of or as a result of this Agreement or having an interest in the Collateral or in respect of any Loan included in the Collateral, excluding, however, any Indemnified Amounts to the extent resulting solely from gross negligence, bad faith negligence or willful misconduct on the part of any Indemnified PartyParty as determined in a final non-appealable decision by a court of competent jurisdiction. If the Borrower has made any indemnity payment pursuant to this Section 10.1 and Section 10.3 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amountsIndemnified Amounts, without interest. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting solely from gross negligence, bad faith negligence or willful misconduct on the part of any Indemnified Party or arising on account of Tax (except as determined by provided in Section 10.1(a)(xiii) or if such Tax is suffered on account of a court of competent jurisdiction by final non-appealable judgmentTax claim) relating to or resulting from:

Indemnities by the Borrower. (a) Without Except for Taxes (other than Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim) and without limiting any other rights that which the Affected Parties, the Secured Parties, the Administrative Agent, the Lenders, the Collateral Agent, the Account Bank, the Collateral Custodian or any such Person of their respective Affiliates may have hereunder or under Applicable Law, the Borrower Loan Parties hereby agrees agree to indemnify the Administrative Agentindemnify, jointly and severally, the Collateral CustodianAffected Parties, the Secured Parties, the Affected Parties Administrative Agent, the Lenders, the Collateral Agent, the Account Bank, the Collateral Custodian and each of their respective assigns and Affiliates, assigns, officers, directors, employees and agents thereof (collectivelyeach, the “an "Indemnified Parties”)Party" for purposes of this Article VIII) against, forthwith on demandand to hold each Indemnified Party harmless from, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ ' fees and disbursements of (x) one outside counsel to the Administrative Agent (and any Lender Affiliated with the Administrative Agent) and the Lenders (subject to clause (z) below), (y) one outside counsel to the Collateral Agent, the Account Bank and the Collateral Custodian, and (z) one counsel per foreign or local jurisdiction deemed reasonably necessary by the Administrative Agent or the Collateral Agent, as applicable (all of the foregoing being collectively referred to as the “"Indemnified Amounts”) "), awarded against or actually incurred by such Indemnified Party arising out of of, in any way connected with, or as a result of this Agreement or having an interest in Agreement, any of the Collateral other Transaction Documents or in respect of any Loan included in of the CollateralCollateral or any claim, excludinglitigation, howeverinvestigation or proceeding relating to any of the foregoing, including the enforcement of this Agreement or any Transaction Document against the Borrower, regardless of whether any such Indemnified Party is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower or any of its Affiliates or shareholders); provided that Indemnified Amounts shall not be available to an Indemnified Party to the extent resulting from gross negligencethat such damages, bad faith or willful misconduct on the part of any Indemnified Party. If the Borrower has made any indemnity payment pursuant to this Section 10.1 losses, claims, liabilities and such payment fully indemnified the recipient thereof related costs and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts expenses (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as i) are determined by a court of competent jurisdiction by a final non-appealable judgmentand nonappealable judgment to have resulted solely from the gross negligence or willful misconduct on the part of such Indemnified Party or (ii) relating result from Loan Assets which are uncollectible due to or resulting from:the Obligor’s financial inability to pay.

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Deal Agent, the Backup Servicer, the Collateral CustodianAgent, the Successor Servicer, the Secured Parties, the Affected Parties and each of their respective assigns Affiliates and officers, directors, employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, expenses (including reasonable and documented attorneys’ fees and disbursements and court costs) including those incurred in connection with any enforcement (including any action, claim or suit brought) by an Indemnified Party of any indemnification or other obligation of the Borrower or any other Person (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by such Indemnified Party or other non-monetary damages of any such Indemnified Party, any of them arising out of or as a result of this Agreement or having an interest in the Collateral financing or maintenance of the Capital or in respect of any Loan included in the Collateralor any Contract, excluding, however, any (a) Indemnified Amounts to the extent resulting from gross negligence, bad faith negligence or willful misconduct on the part of any such Indemnified Party, as determined by a court of competent jurisdiction, or (b) Indemnified Amounts that have the effect of recourse for non-payment of the Loans due to credit problems of the Obligors (except as otherwise specifically provided in this Agreement). The indemnification provided for in this Section shall be paid to the Indemnified Parties until such time as such court enters a judgment as to the extent and effect of the alleged gross negligence or willful misconduct, at which time the Indemnified Parties, as applicable, shall, to the extent required pursuant to such court’s determination, promptly return to the Borrower any such indemnification amounts so received but not owed as determined by such court. If the Borrower has made any indemnity payment pursuant to this Section 10.1 11.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amountsIndemnified Amounts. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative AgentAgents (in their capacities as such or, if applicable, in their capacities as structuring or placement agents with respect to this Agreement), the Lenders, the Backup Servicer, any Successor Servicer, the Collateral Custodian, the Securities Custodian, any Secured Parties, the Affected Parties Party or its assignee and each of their respective assigns Affiliates and officers, directors, employees employees, members and agents thereof (collectively, the “Indemnified Parties”), forthwith on demandwith a copy to the Documentation Agent, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable and documented attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”” and calculated without duplication of Indemnified Amounts paid by the Servicer pursuant to Section 9.2) awarded against or incurred by by, any such Indemnified Party arising out of or as a result of this Agreement or having an interest in (including the Collateral or in respect structuring hereof and syndication of commitments hereunder to the extent that any Loan included in the Collateralsuch Indemnified Party had been engaged therefor), excluding, however, any Indemnified Amounts to the extent resulting from (x) gross negligence, willful misconduct or bad faith or willful misconduct on the part of any Indemnified Party. If Party or (y) a claim brought by the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified or the recipient thereof and the recipient thereafter collects any payments from others Servicer against an Indemnified Party for breach in respect bad faith of such Indemnified Amounts thenParty’s obligations hereunder or under any other Transaction Document (including, in each case, the recipient structuring hereof or syndication of commitments hereunder) as to which such breach shall repay have been found to have occurred by final order of a court of competent jurisdiction or (z) without limitation of the Borrower an amount equal Borrower’s obligations under Section 2.13, under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to the amount it has collected from others comply therewith) required to be paid by such Indemnified Party in respect of such indemnified amountsconnection herewith to any taxing authority. Without limiting the foregoing, the Borrower shall indemnify each the Indemnified Party Parties for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, from and against any and all damages, losses, claimsclaims (whether brought by or involving the Borrower or any third party), liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or against, incurred by or asserted against such Indemnified Party or any of them arising out of or as a result of this Agreement (including the enforcement of any provision hereof) or having an interest in the Collateral or in respect of any Loan included in the Collateral, excluding, however, any Indemnified Amounts to the extent resulting from gross negligence, bad faith negligence or willful misconduct on the part of any Indemnified Party. If the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others (including insurance companies) in respect of such indemnified amountsIndemnified Amounts. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith negligence or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgmentParty) relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Borrower Indemnified Parties”), forthwith on demand, Party from and against any and all damages, losses, claims, losses and liabilities and related costs and expenses, (including reasonable attorneys’ fees and disbursements Attorney Costs) (all of the foregoing being collectively referred to as the “Borrower Indemnified Amounts”) awarded against or incurred by such Indemnified Party arising out of or as a result of resulting from this Agreement or having an any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in the Collateral or in respect of any Loan included in the Pool Receivable or any other Collateral, ; excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent resulting a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted from the bad faith, gross negligence, bad faith negligence or willful misconduct on the part of any Indemnified Party. If by the Borrower has made Indemnified Party seeking indemnification and (b) Taxes other than as described in clause (xiv) below or Taxes that represent losses, claims or damages arising from any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amountsnon-Tax claim. Without limiting or being limited by the foregoing, the Borrower shall indemnify pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 3.01), to each Borrower Indemnified Party for any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):

Indemnities by the Borrower. (a) Without limiting any other rights that the Agent or any such Person Lender may have hereunder or under Applicable Lawapplicable law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral Custodian, the Secured Parties, the Affected Parties Agent and each of their Lender and its respective assigns and officers, directors, agents and employees and agents thereof (collectively, the “each an "Indemnified Parties”), forthwith on demand, Party") from and against any and all damages, losses, claims, liabilities and related liabilities, costs and expenses, including reasonable attorneys’ ' fees (which such attorneys may be employees of the Agent, any Lender, or any assignee, if any) and disbursements (all of the foregoing being collectively referred to as the “"Indemnified Amounts”Losses") awarded against or incurred by such Indemnified Party any of them arising out of or as a result of this Agreement or having an interest in any other Transaction Document or the Collateral acquisition, either directly or indirectly, by the Agent, for the benefit of the Lenders, of the Secured Interest or in respect of any Loan included in action taken by the CollateralBorrower or any Originator (whether acting as Collection Agent or otherwise) relative to any Receivable, excluding, however, any (i) Indemnified Amounts Losses to the extent resulting final judgment of a court of competent jurisdiction holds such Indemnified Losses resulted solely from gross negligence, bad faith negligence or willful misconduct on the part of any the Indemnified Party. If Party seeking indemnification or (ii) Indemnified Losses to the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified extent the recipient thereof and the recipient thereafter collects any payments from others same include losses in respect of such Indemnified Amounts then, uncollectible Receivables solely due to the recipient shall repay credit risk of the Obligor and reimbursement therefor would constitute recourse to the Borrower an or the Collection Agent for the amount equal of uncollectible Receivables; provided, however, that nothing contained in this sentence shall limit the liability of the Borrower or the Collection Agent or limit the recourse of the Agent and each Lender to the amount it has collected from others in respect Borrower or the Collection Agent for any amounts otherwise specifically provided to be paid by the Borrower or the Collection Agent under the terms of such indemnified amountsthis Agreement, including under the terms of the next succeeding sentence. Without limiting the foregoinggenerality of the foregoing indemnification, the Borrower shall indemnify the Agent and each Indemnified Party Lender for Indemnified Amounts Losses (except including losses in respect of uncollectible Receivables, regardless of whether reimbursement therefor would constitute recourse to the extent resulting from gross negligence, bad faith Borrower or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgmentCollection Agent) relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Borrower Indemnified Parties”), forthwith on demand, Party from and against any and all damages, losses, claims, losses and liabilities and related costs and expenses, (including reasonable attorneys’ fees and disbursements Attorney Costs) (all of the foregoing being collectively referred to as the “Borrower Indemnified Amounts”) awarded against or incurred by such Indemnified Party arising out of or as a result of resulting from this Agreement or having an any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in the Collateral or in respect of any Loan included in the Pool Receivable or any other Collateral, ; excluding, however, any (a) Borrower Indemnified Amounts to the extent resulting a final judgment of a court of competent jurisdiction holds that such Borrower Indemnified Amounts resulted solely from the gross negligence, bad faith negligence or willful misconduct on by the part Borrower Indemnified Party seeking indemnification, (b) Borrower Indemnified Amounts that result from a claim brought by the Borrower against a Borrower Indemnified Party for breach of any such Borrower Indemnified Party. If ’s obligations under this Agreement or under any other Transaction Document, if the Borrower has made any indemnity payment pursuant to this Section 10.1 obtained a final and nonappealable judgment in its favor on such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party claim as determined by a court of competent jurisdiction jurisdiction, and (c) Taxes that are covered by final non-appealable judgment) Section 5.03. Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts relating to or resulting from:from any of the following (but excluding amounts described in clauses (a), (b) and (c) above):

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral CustodianManaging Agents, the Secured PartiesServicer, the Affected Parties Backup Servicer, any Successor Servicer, the Trustee, any Secured Party or its assignee and each of their respective assigns Affiliates and officers, directors, employees employees, members and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by by, any such Indemnified Party or other non-monetary damages of any such Indemnified Party any of them arising out of or as a result of this Agreement or having an interest in the Collateral or in respect of any Loan included in the CollateralAgreement, excluding, however, any Indemnified Amounts to the extent (i) resulting from gross negligence, bad faith negligence or willful misconduct on the part of any Indemnified Party. If the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others Party or (ii) arising in respect of such Taxes excluded from the definition of Additional Amount pursuant to Section 2.12(a). Notwithstanding anything in this Agreement to the contrary, Indemnified Amounts then, the recipient shall repay owed to the Borrower an amount equal to the amount it has collected from others initial Servicer shall be paid in respect of such indemnified amountsaccordance with Section 2.7. Without limiting the foregoing, the Borrower shall indemnify each the Indemnified Party Parties for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Borrower Indemnified Parties”), forthwith on demand, Party from and against any and all damages, losses, claims, losses and liabilities and related costs and expenses, (including reasonable attorneys’ fees and disbursements Attorney Costs) (all of the foregoing being collectively referred to as the “Borrower Indemnified Amounts”) awarded against or incurred by such Indemnified Party arising out of or as a result of resulting from this Agreement or having an any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in the Collateral or in respect of any Loan included in the Pool Receivable or any other Collateral, ; excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent resulting a final judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted from the gross negligence, bad faith negligence or willful misconduct on the part of any Indemnified Party. If by the Borrower has made Indemnified Party seeking indemnification and (b) Taxes other than as described in clause (xiv) below or Taxes that represent losses, claims or damages arising from any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amountsnon-Tax claim. Without limiting or being limited by the foregoing, the Borrower shall indemnify pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party for any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:from any of the following (but excluding Borrower Indemnified Amounts described in clause (a) above and Taxes described in clause(b) above):

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Borrower Indemnified Parties”), forthwith on demand, Party from and against any and all claims, expenses, damages, losses, claims, losses and liabilities and related costs and expenses, suffered or sustained (including reasonable attorneys’ fees and disbursements Attorney Costs) (all of the foregoing being collectively referred to as the “Borrower Indemnified Amounts”) awarded against or incurred by such Indemnified Party arising out of of, relating to or as a result of in connection this Agreement or having an any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in the Collateral or in respect of any Loan included in the Pool Receivable or any other Collateral, ; excluding, however, any (x) Borrower Indemnified Amounts to the extent resulting a final non-appealable judgment of a court of competent jurisdiction holds that such Borrower Indemnified Amounts resulted solely from the gross negligence, bad faith or faith, willful misconduct on the part of any Indemnified Party. If by the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Party seeking indemnification, (y) Borrower Indemnified Amounts then, the recipient shall repay to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such Borrower an amount equal to Indemnified Amounts resulted solely from a material breach of a Transaction Document by the amount it has collected from others in respect of such indemnified amountsBorrower Indemnified Party seeking indemnification and (z) Taxes that are covered by Section 4.03. Without limiting or being limited by the foregoing, the Borrower shall indemnify pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 3.01), to each Borrower Indemnified Party for any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clauses (x), (y) and (z) above):

Indemnities by the Borrower. (a) Without Except for Taxes (other than Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim) and without limiting any other rights that which the Affected Parties, the Secured Parties, the Administrative Agent, the Lenders, the Collateral Agent, the Account Bank, the Collateral Custodian or any such Person of their respective Investment Affiliates may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral CustodianAffected Parties, the Secured Parties, the Affected Parties Administrative Agent, the Lenders, the Collateral Agent, the Account Bank, the Collateral Custodian and each of their respective assigns and Investment Affiliates, assigns, officers, directors, employees and agents thereof (collectivelyeach, the an “Indemnified Parties”)Party” for purposes of this Article VIII) against, forthwith on demandand to hold each Indemnified Party harmless from, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements of (x) one outside counsel to the Administrative Agent and the Lenders, (y) one outside counsel to the Collateral Agent, the Account Bank and the Collateral Custodian, and (z) one counsel per foreign or local jurisdiction (all of the foregoing being collectively referred to as the “Indemnified Amounts”) ), awarded against or actually incurred by such Indemnified Party arising out of of, in any way connected with, or as a result of this Agreement or having an interest in Agreement, any of the Collateral other Transaction Documents or in respect of any Loan included in of the CollateralCollateral Portfolio or any claim, excludinglitigation, howeverinvestigation or proceeding relating to any of the foregoing, including the enforcement of this Agreement or any Transaction Document against the Borrower, regardless of whether any such Indemnified Party is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower or any of its Investment Affiliates or shareholders); provided that Indemnified Amounts shall not be available to an Indemnified Party to the extent resulting from gross negligencethat such damages, bad faith or willful misconduct on the part of any Indemnified Party. If the Borrower has made any indemnity payment pursuant to this Section 10.1 losses, claims, liabilities and such payment fully indemnified the recipient thereof related costs and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts expenses (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as i) are determined by a court of competent jurisdiction by a final non-appealable judgmentand nonappealable judgment to have resulted solely from the gross negligence or willful misconduct on the part of such Indemnified Party or (ii) relating result from the uncollectibility of any Loan due to or resulting from:the Obligor’s financial inability to pay.

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person which the Indemnified Parties may have hereunder or under Applicable applicable Law, the Borrower hereby agrees to indemnify the Administrative Lenders and any commercial paper issuer that finances the Lenders, the Bank Investors, the Agent, the Collateral CustodianManaging Agents, the Secured Parties, the Affected Parties Surety Provider and each of their respective assigns and officers, directors, employees employees, counsel and other agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, ) from and against any and all damages, losses, claims, liabilities and related liabilities, costs and expenses, including reasonable attorneys’ fees (which such attorneys may be employees of the Bank Investors, the Agent, the Managing Agents or the Lenders and any commercial paper issuer that finances the Lenders, as applicable) and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by such any of them in any action or proceeding between the Borrower) and any of the Indemnified Party Parties or between any of the Indemnified Parties and any third party or otherwise arising out of or as a result of this Agreement Loan Agreement, the other Operative Documents, the funding or having an interest in maintenance, either directly or indirectly, by the Collateral Agent, the Managing Agents, the Lenders (including through any Program Support Provider) or in respect any Bank Investor of the Net Investment or any Loan included in of the Collateralother transactions contemplated hereby or thereby, excluding, however, any (i) Indemnified Amounts to the extent resulting from gross negligence, bad faith negligence or willful misconduct on the part of any such Indemnified Party. If the Borrower has made any indemnity payment pursuant to , or (ii) recourse (except as otherwise specifically provided in this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amountsAgreement) for uncollectible Accounts. Without limiting the generality of the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral CustodianTrustee, the Secured Parties, the Affected Parties and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by such Indemnified Party or any of them arising out of or as a result of this Agreement or having holding an interest in the Collateral or in respect of any Loan included in the Collateral, excluding, however, any Indemnified Amounts to the extent resulting from gross negligence, bad faith negligence or willful misconduct on the part of any such Indemnified Party. If the Borrower has made any indemnity payment pursuant to this Section 10.1 11.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts thenAmounts, then the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Borrower Indemnified Parties”), forthwith on demand, Party from and against any and all damages, losses, claims, losses and liabilities and related costs and expenses, (including reasonable attorneys’ fees and disbursements Attorney Costs) (all of the foregoing being collectively referred to as the “Borrower Indemnified Amounts”) awarded against or incurred by such Indemnified Party arising out of or as a result of resulting from this Agreement or having an any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in the Collateral or in respect of any Loan included in the Pool Receivable or any other Collateral, ; excluding, however, any (x) Borrower Indemnified Amounts to the extent resulting a final judgment of a court of competent jurisdiction holds that such Borrower Indemnified Amounts resulted primarily from the bad faith, gross negligence, bad faith negligence or willful misconduct on the part of any Indemnified Party. If by the Borrower has made any indemnity payment pursuant Indemnified Party seeking indemnification and (y) Taxes that are not attributable to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such either (A) a non-Tax-related Borrower Indemnified Amounts then, the recipient shall repay to the Amount or (B) a Tax-related Borrower an amount equal to the amount it has collected from others in respect of such indemnified amountsIndemnified Amount specified below. Without limiting or being limited by the foregoing, the Borrower shall indemnify pay on written demand (which demand shall be accompanied by documentation of the Borrower Indemnified Amounts in reasonable detail) (it being understood that if any portion of such payment obligation is made from Collections or Deemed Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party for any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clauses (x) and (y) above):

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, from and against any and all damages, losses, claimsclaims (whether brought by or involving the Borrower or any third party), liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements of attorneys and experts (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or against, incurred by or asserted against such Indemnified Party or any of them arising out of or as a result of this Agreement (including the enforcement of any provision hereof) or having an interest in the Collateral or in respect of any Loan included in the Collateral, excluding, however, any Indemnified Amounts to the extent resulting from gross negligence, bad faith negligence or willful misconduct on the part of any Indemnified Party. If the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others (including insurance companies) in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amountsIndemnified Amounts. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith negligence or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgmentParty) relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Deal Agent, the Collateral CustodianAgent, the Successor Servicer, the Lender, the Secured Parties, the Affected Parties and each of their respective assigns Affiliates and officers, directors, employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by such Indemnified Party or other non-monetary damages of any such Indemnified Party, any of them arising out of or as a result of this Agreement or having an interest in the Collateral financing or maintenance of the Aggregate Loan Amount or in respect of any Loan included in the Collateralor any Contract, excluding, however, any (a) Indemnified Amounts to the extent resulting from gross negligence, bad faith negligence or willful misconduct on the part of any such Indemnified PartyParty or (b) Indemnified Amounts that have the effect of recourse for non-payment of the Loans due to credit problems of the Obligors (except as otherwise specifically provided in this Agreement). If the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts thenAmounts, then the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective Affiliates, assigns and officers, directors, employees and agents thereof (collectively, the “"Indemnified Parties”"), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ ' fees and disbursements (all of the foregoing being collectively referred to as the “"Indemnified Amounts”") awarded against or incurred by such Indemnified Party and other non-monetary damages of any such Indemnified Party or any of them arising out of or as a result of this Agreement or having an interest in the Collateral or in respect of any Loan included in the Collateral, excluding, however, any Indemnified Amounts to the extent resulting solely from (x) gross negligence, bad faith negligence or willful misconduct on the part of any Indemnified Party. If the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others Party or (y) in respect of such Indemnified Amounts thenTaxes (other than any Taxes that represent damages, the recipient shall repay to the Borrower an amount equal to the amount it has collected losses, claims, liabilities and related costs and expenses arising from others any non-Tax claim and other than those described in respect clause (xiii) of such indemnified amountsthis Section 11.1(a)). Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith the conditions set forth in clauses (x) or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment(y) above) relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral CustodianBackup Servicer (including in its capacity as Successor Servicer, if applicable), the Trustee, any other Secured Parties, the Affected Parties Party or its assignee and each of their respective assigns Affiliates and officers, directors, employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by by, any such Indemnified Party or other non-monetary damages of any such Indemnified Party any of them arising out of or as a result of this Agreement or having an interest in the Collateral or in respect of any Loan included in the CollateralAgreement, excluding, however, any (a) Indemnified Amounts to the extent resulting from fraud, gross negligence, bad faith negligence or willful misconduct on the part of any Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by the applicable Indemnified Party subject to the limitations hereof. If the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts thenAmounts, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting the foregoing, the Borrower shall indemnify each the Indemnified Party Parties for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral CustodianTrustee, the Purchaser Agents, the Backup Servicer, the Secured Parties, the Affected Parties and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by such Indemnified Party arising out of or as a result of this Agreement or having the ownership of an interest in the Collateral or in respect of any Loan included in the Collateral, excluding, however, any Indemnified Amounts to the extent resulting from gross negligence, bad faith negligence or willful misconduct on the part of any the Indemnified PartyParty seeking indemnification; provided, however, that nothing contained in this sentence shall limit the liability of the Borrower or limit the recourse of the Secured Parties to the Borrower for amounts otherwise specifically provided to be paid by the Borrower under the terms of this Agreement. If the Borrower has made any indemnity payment pursuant to this Section 10.1 11.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that which the Affected Parties, the Secured Parties, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian or any such Person of their respective Affiliates may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral CustodianAffected Parties, the Secured Parties, Administrative Agent, the Affected Parties Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and each of their respective assigns and Affiliates, assigns, officers, directors, employees and agents thereof (collectivelyeach, the an “Indemnified Parties”), forthwith on demand, Party” for purposes of this Article VIII) from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) ), awarded against or actually incurred by such Indemnified Party arising out of or as a result of this Agreement or having an interest in the Collateral or in respect of any Loan included in of the CollateralCollateral Portfolio, excluding, however, any Indemnified Amounts to the extent resulting solely from (a) gross negligence, bad faith or willful misconduct on the part of any an Indemnified Party. If the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay Party or (b) Loan Assets which are uncollectible due to the Borrower an amount equal Obligor’s financial inability to the amount it has collected from others in respect of such indemnified amountspay. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:from any of the following (to the extent not resulting from the conditions set forth in (a) or (b) above):

Indemnities by the Borrower. (a) Without limiting any other rights that which any such Person may have hereunder or under Applicable Lawapplicable law, the Borrower each Borrower, jointly and severally, hereby agrees to indemnify the Administrative Agentindemnify, the Collateral CustodianLender, the Secured Partiesits Affiliates, the Affected Parties successors, permitted transferees and each of their respective assigns and all officers, directors, shareholders, controlling persons, employees and agents thereof of any of the foregoing (collectively, the each an “Indemnified PartiesParty”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by such Indemnified Party any of them arising out of or as a result of this Agreement Agreement, the other Facility Documents (including without limitation, any Acknowledgement Agreement), or having an interest in the Collateral any transaction contemplated hereby or in respect of any Loan included in the Collateral, thereby excluding, however, any (a) Indemnified Amounts to the extent resulting a court of competent jurisdiction determines that they resulted from gross negligence, bad faith or willful misconduct on the part of such Indemnified Party, (b) in the event that the Lender has assigned its rights or delegated its obligations in respect of this Agreement, and the Indemnified Amounts with respect to such assignee exceed the Indemnified Amounts that would otherwise have been payable by any Borrower to the Lender, the amount of such excess, (c) Excluded Taxes (other than any incremental Taxes arising solely by reason of a breach by any Borrower Party of its obligations under this Agreement), and (d) any lost profits or indirect, exemplary, punitive or consequential damages of any Indemnified Party. If In any suit, proceeding or action brought by the Lender in connection with any Collateral for any sum owing thereunder, or to enforce any provisions of any Collateral, each Borrower has made will save, indemnify and hold the Lender harmless from and against all expense, loss or damage suffered by reason of any indemnity payment pursuant defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by any Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others or in respect favor of such Indemnified Amounts then, account debtor or obligor or its successors from the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:Borrower.

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative AgentLender, the Collateral Custodianand its successors, the Secured Parties, the Affected Parties and each of their respective assigns and officers, members, managers, partners, Affiliates, directors, employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by such Indemnified Party and other non‑monetary damages of any such Indemnified Party or any of them arising out of or as a result of this Agreement or having an interest in the Collateral or in respect of any Loan included in the CollateralAgreement, excluding, however, any Indemnified Amounts to the extent resulting from gross negligence, bad faith negligence or willful misconduct on the part of any Indemnified PartyParty or in respect of Taxes (other than those described in clause (iv) of this Section 10.1(a) or in Section 2.12, Section 2.13, or Section 12.9). If the Borrower has made any indemnity payment pursuant to this Section 10.1 and Section 10.3 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith negligence or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgmentParty) relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Borrower Indemnified Parties”), forthwith on demand, Party from and against any and all damages, losses, claims, losses and liabilities and related costs and expenses, (including reasonable attorneys’ fees and disbursements Attorney Costs) (all of the foregoing being collectively referred to as the “Borrower Indemnified Amounts”) awarded against or incurred by such Indemnified Party arising out of or as a result of resulting from this Agreement or having an any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in the Collateral or in respect of any Loan included in the Pool Receivable or any other Collateral, ; excluding, however, any (a) Borrower Indemnified Amounts to (x) resulted solely from the extent resulting from gross negligence, bad faith negligence or willful misconduct by the Borrower Indemnified Party seeking indemnification, as determined by a final non-appealable judgment of a court of competent jurisdiction, (y) resulting from a material breach of any Transaction Document on the part of any such Borrower Indemnified Party, as determined by a final non-appealable judgment of a court of competent jurisdiction, or (z) that constitute recourse with respect to a Pool Receivable by reason of an Event of Bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor, and (b) Taxes (other than any Taxes that represent losses, claims, damages, etc. If the Borrower has made arising from any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amountsnon-Tax Claim). Without limiting or being limited by the foregoing, the Borrower shall indemnify pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party for any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clauses (a) and (b) above):

Indemnities by the Borrower. (a) Without limiting any other rights that which any such Person Indemnified Party (as defined below) may have hereunder or under Applicable Lawapplicable law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral CustodianLender, the Secured Partieseach Affected Party, the Affected Parties each Hedge Counterparty and each of other Secured Party and their respective assigns and officers, directors, agents and employees and agents thereof (collectively, the each an “Indemnified PartiesParty”), forthwith on demand, ) from and against any and all damages, losses, claims, liabilities liabilities, costs, expenses and related costs and expensesfor all other amounts payable, including reasonable attorneys’ fees (which attorneys may be employees of the Agent or the Lender) and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or reasonably incurred by such Indemnified Party any of them arising out of or as a result of this Agreement or having the acquisition, either directly or indirectly, by any Secured Party of an interest in the Collateral or in respect of any Loan included in the CollateralLoans, excluding, however, any Indemnified Amounts to the extent resulting final judgment of a court of competent jurisdiction holds such Indemnified Amounts resulted from gross negligence, bad faith negligence or willful misconduct on the part of any such Indemnified Party. If the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting the foregoinggenerality of the foregoing indemnification, the Borrower shall indemnify each the Indemnified Party Parties for Indemnified Amounts (except including, without limitation, losses in respect of uncollectible Loans, regardless of whether reimbursement therefor would constitute recourse to the Borrower, but excluding Indemnified Amounts to the extent resulting final judgment of a court of competent jurisdiction holds such Indemnified Amounts resulted from gross negligence, bad faith negligence or willful misconduct on the part of any such Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgmentParty) relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral Custodian, the Document Custodian, the Account Bank, the Secured Parties, the Affected Parties Lenders and each of their respective assigns and directors, officers, directorsemployees, employees agents and agents thereof advisors (collectively, the “Indemnified Parties”), forthwith on demand, from and against any and all damages, losses, claimsclaims (whether brought by or involving the Borrower or any other third party), liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by such Indemnified Party and other non-monetary damages of any such Indemnified Party or any of them arising out of or as a result of (including any enforcement of) this Agreement or having an interest in the Collateral or in respect of any Loan included in the Collateral, excluding, however, any Indemnified Amounts to the extent resulting from gross negligence, bad faith negligence or willful misconduct on the part of any Indemnified PartyParty or in respect of Taxes (other than those described in clause (xii) of this Section 10.1(a) or in Section 2.12, Section 2.13, or Section 12.9). If the Borrower has made any indemnity payment pursuant to this Section 10.1 and Section 10.3 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith negligence or willful misconduct on the part of any such Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgmentParty) relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral Custodian, the Document Custodian, the Securities Intermediary, the Secured Parties, the Affected Parties Lenders and each of their respective successors, assigns and directors, officers, directorsemployees, employees agents and agents thereof advisors (collectively, the “Indemnified Parties”), forthwith on demandthe next Payment Date following demand therefor, from and against any and all damages, losses, claimsclaims (whether brought by or involving the Borrower or any other third party), liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (limited to one firm of outside counsel and such one firm of local counsel) (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by such Indemnified Party arising out of or as a result of this Agreement (including enforcement of the indemnification obligations hereunder) or having an interest in the Collateral or in respect of any Loan included in the Collateral, excluding, however, any Indemnified Amounts to the extent resulting from gross negligence(x) the nonpayment by any Obligor of an amount due and payable with respect to Collateral, bad faith any deterioration in the credit quality or willful misconduct on market value of the part of any Indemnified Party. If Loans or other Collateral or otherwise to the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others extent constituting recourse for uncollectible or uncollected amounts in respect of such Indemnified Amounts then, any Collateral or (y) the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith negligence or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by in a final non-appealable judgment) relating to or resulting from:.

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person the Administrative Agent, the Lenders, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Borrower Indemnified Parties”), forthwith on demand, Party from and against any and all damages, losses, claims, losses and liabilities (including Attorney Costs (excluding the allocated costs of in house counsel and related costs and expenseslimited to not more than one firm of counsel for all such Borrower Indemnified Parties, including reasonable attorneys’ fees and disbursements taken as a whole, and, if necessary, a single local firm of counsel in each appropriate jurisdiction for all such Borrower Indemnified Parties, taken as a whole (and, in the case of an actual or perceived conflict of interest, of another firm of counsel for such affected Borrower Indemnified Party)) (all of the foregoing being collectively referred to as the “Borrower Indemnified Amounts”) awarded against or incurred by such Indemnified Party arising out of or as a result of resulting from this Agreement or having an any other Transaction Document or the use of proceeds of the Loans or the security interest in the Collateral or in respect of any Loan included in of the Collateral, ; excluding, however, any (i) Borrower Indemnified Amounts to the extent resulting from gross negligence, bad faith or willful misconduct on the part a final non-appealable judgment of any Indemnified Party. If the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction holds that such Borrower Indemnified Amounts resulted solely from the fraud, gross negligence or willful misconduct by final non-appealable judgmentthe Borrower Indemnified Party seeking indemnification and (ii) relating Borrower Indemnified Amounts to the extent arising from a claim, action, litigation, investigation, or resulting from:other proceeding that does not arise from any act or omission by any Bird Transaction Party or any officer, partner, director, trustee, employee, or agent of any Bird Transaction Party and that is brought by any Borrower Indemnified Party against another Borrower Indemnified Party (other than any such claim, action, litigation, investigation, or other proceeding brought against the Administrative Agent in its capacity as such). (b) [Reserved]. (c) If for any reason the foregoing indemnification is unavailable to any Borrower Indemnified Party or insufficient to hold it harmless, then the Borrower shall contribute to such Borrower Indemnified Party the amount paid or payable by such Borrower Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative economic interests of the Borrower and its Affiliates on the one hand and such Borrower Indemnified Party on the other hand in the matters contemplated by this Agreement as well as the relative fault of the Borrower and its Affiliates and such Borrower Indemnified Party with respect to such loss, claim, damage or liability and any other relevant equitable considerations. The reimbursement, indemnity and contribution

Indemnities by the Borrower. (a) Without limiting any other rights that which any such Person Indemnified Party (as defined below) may have hereunder or under Applicable Lawapplicable law, the Borrower Borrowers hereby agrees agree to indemnify the Administrative Agent, the Collateral CustodianLender, the Secured Parties, the each Affected Parties Party and each of other Secured Party and their respective assigns and officers, directors, agents and employees and agents thereof (collectively, the each an “Indemnified PartiesParty”), forthwith on demand, ) from and against any and all damages, losses, claims, liabilities liabilities, costs, expenses and related costs and expensesfor all other amounts payable, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or reasonably incurred by such Indemnified Party any of them arising out of or as a result of this Agreement or having the acquisition, either directly or indirectly, by any Secured Party of an interest in the Collateral or in respect of any Loan included in the CollateralAssets, excluding, however, any Indemnified Amounts to the extent resulting a final non-appealable judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence, bad faith negligence or willful misconduct on the part of any such Indemnified Party. If the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting the foregoinggenerality of the foregoing indemnification, the Borrower Borrowers shall indemnify each the Indemnified Party Parties for Indemnified Amounts (except including, without limitation, losses in respect of uncollectible Assets, regardless of whether reimbursement therefor would constitute recourse to the Borrowers, but excluding Indemnified Amounts to the extent resulting final non-appealable judgment of a court of competent jurisdiction holds such Indemnified Amounts resulted from gross negligence, bad faith negligence or willful misconduct on the part of any such Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgmentParty) relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable LawThe Borrower agrees to hold the Lender, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral Custodian, the Secured PartiesCollection Account Bank, the Affected Parties Lockbox Account Bank, the Backup Servicer, any successor servicer and each of Liquidity Provider, and their respective assigns and directors, officers, directorsadvisors and employees (each, employees and agents thereof (collectively, the an “Indemnified PartiesParty”), forthwith on demand, ) harmless from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by such Indemnified Party arising out of or as a result of this Agreement or having an interest in the Collateral or in respect of any Loan included in the Collateral, excluding, however, any Indemnified Amounts to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party. If the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Amounts Party in any suit, action, claim or proceeding relating to or arising out of this Agreement, any other Loan Document, any Collateral or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Loan Document, any Collateral or any transaction contemplated hereby or thereby, including, without limitation, (except i) any Medallion Loan pledged hereunder not constituting an Eligible Medallion Loan, (ii) the offering or effectuation of any securitization, or (iii) the commingling of the proceeds of the Collateral at any time with other funds, except, in each case, to the extent resulting arising from such Indemnified Party’s gross negligence, bad faith negligence or willful misconduct on misconduct. In any suit, proceeding or action brought by the part Agent or any other Secured Party in connection with any Collateral for any sum owing thereunder, or to enforce any provisions of such Collateral, the Borrower will save, indemnify and hold such Secured Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by the Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from the Borrower. The Borrower also agrees to reimburse the Agent and the Lender as and when billed by the Agent or the Lender for all of such Person’s reasonable costs and expenses incurred in connection with the enforcement or the preservation of such Person’s rights under this Agreement, any other Loan Document, any Collateral or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel (including reasonable fees and disbursements incurred in any action or proceeding between the Borrower and an Indemnified Party as determined or between an Indemnified Party and any third party relating hereto). The Borrower hereby acknowledges that, notwithstanding the fact that the Secured Obligations are secured by the Collateral, each Secured Obligation is a court recourse obligation of competent jurisdiction by final non-appealable judgment) relating to or resulting from:the Borrower.

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Deal Agent, the Collateral CustodianBackup Servicer, the Collateral Agent, the Successor Servicer, the Lenders, the other Secured Parties, the Affected Parties and each of their respective assigns Affiliates and officers, directors, employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by such Indemnified Party or other non‑monetary damages of any such Indemnified Party any of them arising out of or as a result of this Agreement or having an interest in the Collateral financing or maintenance of the Aggregate Loan Amount or in respect of any Loan included in the Collateralor any Contract, excluding, however, any (a) Indemnified Amounts to the extent resulting from gross negligence, bad faith negligence or willful misconduct on the part of any an Indemnified PartyParty or (b) Indemnified Amounts that have the effect of recourse for non‑payment of the Loans due to credit problems of the Obligors (except as otherwise specifically provided in this Agreement). If the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amountsIndemnified Amounts. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Borrower Indemnified Parties”), forthwith on demand, Party from and against any and all damages, losses, claims, losses and liabilities and related costs and expenses, (including reasonable attorneys’ fees and disbursements Attorney Costs) (all of the foregoing being collectively referred to as the “Borrower Indemnified Amounts”) awarded against or incurred by such Indemnified Party arising out of or as a result of resulting from this Agreement or having an any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in the Collateral or in respect of any Loan included in the Pool Receivable or any other Collateral, ; excluding, however, any (a) Borrower Indemnified Amounts to the extent resulting a final non-appealable judgment of a court of competent jurisdiction holds that such Borrower Indemnified Amounts resulted primarily from the bad faith, gross negligence, bad faith negligence or willful misconduct on the part of any Indemnified Party. If by the Borrower has made Indemnified Party seeking indemnification, (b) Taxes (other than any indemnity payment pursuant to this Section 10.1 Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim) and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such (c) Borrower Indemnified Amounts thenarising from a claim by one Borrower Indemnified Party against another Borrower Indemnified Party (other than actions against the Administrative Agent in its capacity as Administrative Agent or similar capacity and also excluding any action, the recipient shall repay to claim or dispute involving the Borrower an amount equal to or any of its Affiliates or resulting from any action or inaction by the amount it has collected from others in respect Borrower or any of such indemnified amountsits Affiliates). Without limiting or being limited by the foregoing, the Borrower shall indemnify pay on written demand (which demand shall be accompanied by documentation of the Borrower Indemnified Amounts in reasonable detail) (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party for any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clauses (a), (b) and (c) above):

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Deal Agent, the Backup Servicer, the Collateral CustodianAgent, the Successor Servicer, the Secured Parties, the Affected Parties and each of their respective assigns Affiliates and officers, directors, members, employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by such Indemnified Party or other non-monetary damages of any such Indemnified Party any of them arising out of or as a result of this Agreement or having an interest in the Collateral financing or maintenance of the Capital or in respect of any Loan included in the Collateralor any Contract, excluding, however, any (a) Indemnified Amounts to the extent resulting from gross negligence, bad faith negligence or willful misconduct on the part of any such Indemnified PartyParty or (b) Indemnified Amounts that have the effect of recourse for non-payment of the Loans due to credit problems of the Obligors (except as otherwise specifically provided in this Agreement). If the Borrower has made any indemnity payment pursuant to this Section 10.1 11.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify hold harmless and indemnify, without duplication, the Administrative Lender, the Deal Agent, the Collateral CustodianBackup Servicer, any Successor Servicer, the Trustee, the Hedge Counterparty, the Secured Parties, the Affected Parties and each of their respective assigns and Affiliates, shareholders, officers, directors, employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) ), awarded against or incurred by such Indemnified Party of any such Indemnified Party any of them arising out of or as a result of this Agreement or having an interest in the Collateral ownership of the Note or making any Advance or in respect of any Loan included in the CollateralAsset or any Contract, excluding, however, any Indemnified Amounts to the extent resulting from gross negligence, bad faith negligence or willful misconduct on the part of any such Indemnified Party. If the Borrower has made any indemnity payment pursuant to this Section 10.1 11.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that which any such Person Indemnified Party (as defined below) may have hereunder or under Applicable Lawapplicable law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral CustodianLenders, the Secured Parties, the each Affected Parties Party and each of other Secured Party and their respective assigns and officers, directors, agents and employees and agents thereof (collectively, the each an “Indemnified PartiesParty”), forthwith on demand, ) from and against any and all damages, losses, claims, liabilities liabilities, costs, expenses and related costs and expensesfor all other amounts payable, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or reasonably incurred by such Indemnified Party any of them arising out of or as a result of this Agreement or having the acquisition, either directly or indirectly, by any Secured Party of an interest in the Collateral or in respect of any Loan included in the CollateralAssets, excluding, however, any Indemnified Amounts to the extent resulting a final non-appealable judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence, bad faith negligence or willful misconduct on the part of any such Indemnified Party. If the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting the foregoinggenerality of the foregoing indemnification, the Borrower shall indemnify each the Indemnified Party Parties for Indemnified Amounts (except including, without limitation, losses in respect of uncollectible Assets, regardless of whether reimbursement therefor would constitute recourse to the Borrower, but excluding Indemnified Amounts to the extent resulting final non-appealable judgment of a court of competent jurisdiction holds such Indemnified Amounts resulted from gross negligence, bad faith negligence or willful misconduct on the part of any such Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgmentParty) relating to or resulting from:

Indemnities by the Borrower. (a) Without Except for Taxes (other than Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim) and without limiting any other rights that which the Affected Parties, the Secured Parties, the Administrative Agent, the Lenders, the Collateral Agent, the Account Bank, the Collateral Custodian or any such Person of their respective Affiliates may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral CustodianAffected Parties, the Secured Parties, the Affected Parties Administrative Agent, the Lenders, the Collateral Agent, the Account Bank, the Collateral Custodian and each of their respective assigns and Affiliates, assigns, officers, directors, employees and agents thereof (collectivelyeach, the “an "Indemnified Parties”)Party" for purposes of this Article VIII) against, forthwith on demandand to hold each Indemnified Party harmless from, from and against any and all damages, losses, claims, liabilities and related reasonable and documented costs and expenses, including reasonable attorneys’ ' fees and disbursements (all of the foregoing being collectively referred to as the “"Indemnified Amounts”) "), awarded against or actually incurred by such Indemnified Party arising out of of, in any way connected with, or as a result of this Agreement or having an interest in Agreement, any of the Collateral other Transaction Documents or in respect of any Loan included in of the CollateralCollateral or any claim, excludinglitigation, howeverinvestigation or proceeding relating to any of the foregoing, regardless of whether any such Indemnified Party is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower or any of its Affiliates or shareholders); provided that Indemnified Amounts shall not be available to an Indemnified Party to the extent resulting from gross negligencethat such damages, bad faith or willful misconduct on the part of any Indemnified Party. If the Borrower has made any indemnity payment pursuant to this Section 10.1 losses, claims, liabilities and such payment fully indemnified the recipient thereof related costs and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as expenses are determined by a court of competent jurisdiction by a final and non-appealable judgment) relating judgment to have resulted from the gross negligence, bad faith, fraud or resulting from:willful misconduct on the part of such Indemnified Party.

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Deal Agent, the Backup Servicer, the Collateral CustodianAgent, the Successor Servicer, the Secured Parties, the Affected Parties and each of their respective assigns Affiliates and officers, directors, employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, expenses (including reasonable and documented attorneys’ ' fees and disbursements and court costs) including those incurred in connection with any enforcement (including any action, claim or suit brought) by an Indemnified Party of any indemnification or other obligation of the Borrower or any other Person (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by such Indemnified Party or other non-monetary damages of any such Indemnified Party, any of them arising out of or as a result of this Agreement or having an interest in the Collateral financing or maintenance of the Capital or in respect of any Loan included in the Collateralor any Contract, excluding, however, any (a) Indemnified Amounts to the extent resulting from gross negligence, bad faith negligence or willful misconduct on the part of any such Indemnified Party, as determined by a court of competent jurisdiction, or (b) Indemnified Amounts that have the effect of recourse for non-payment of the Loans due to credit problems of the Obligors (except as otherwise specifically provided in this Agreement). The indemnification provided for in this Section shall be paid to the Indemnified Parties until such time as such court enters a judgment as to the extent and effect of the alleged gross negligence or willful misconduct, at which time the Indemnified Parties, as applicable, shall, to the extent required pursuant to such court's determination, promptly return to the Borrower any such indemnification amounts so received but not owed as determined by such court. If the Borrower has made any indemnity payment pursuant to this Section 10.1 11.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amountsIndemnified Amounts. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by such Indemnified Party and other non-monetary damages of any such Indemnified Party or any of them arising out of or as a result of this Agreement or having an interest in the Collateral or in respect of any Loan included in the Collateral, excluding, however, any Indemnified Amounts to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified PartyParty or in respect of Taxes (other than those described in clause (xiii) of this Section 10.1(a)). If the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgmentParty) relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person Credit Party, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Borrower Indemnified Parties”), forthwith on demand, Party from and against any and all claims, expenses, damages, losses, claims, losses and liabilities and related costs and expenses, suffered or sustained (including reasonable attorneys’ fees and disbursements Attorney Costs) (all of the foregoing being collectively referred to as the “Borrower Indemnified Amounts”) awarded against or incurred by such Indemnified Party arising out of of, relating to or as a result of in connection this Agreement or having an any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in the Collateral or in respect of any Loan included in the Pool Receivable or any other Collateral, ; excluding, however, (x) any portion of Borrower Indemnified Amounts to the extent resulting a final non-appealable judgment of a court of competent jurisdiction holds that portion of such Borrower Indemnified Amounts resulted from the gross negligence, bad faith or faith, willful misconduct on the part of any Indemnified Party. If by the Borrower has made any indemnity payment pursuant to this Indemnified Party seeking indemnification, and (y) Taxes that are covered by Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts4.03. Without limiting or being limited by the foregoing, the Borrower shall indemnify pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 3.01), to each Borrower Indemnified Party for any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clauses (x) and (y) above):

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Borrower Indemnified Parties”), forthwith on demand, Party from and against any and all damages, losses, claims, losses and liabilities and related costs and expenses, (including reasonable attorneys’ fees and disbursements Attorney Costs) (all of the foregoing being collectively referred to as the “Borrower Indemnified Amounts”) awarded against or incurred by such Indemnified Party arising out of or as a result of resulting from this Agreement or having an any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in the Collateral or in respect of any Loan included in the Pool Receivable or any other Collateral, ; excluding, however, any (a) Borrower Indemnified Amounts to the extent resulting a final non-appealable judgment of a court of competent jurisdiction holds that such Borrower Indemnified Amounts resulted solely from the gross negligence, bad faith negligence or willful misconduct on the part of any Indemnified Party. If by the Borrower has made Indemnified Party seeking indemnification and (b) Taxes (other than (x) Taxes enumerated below in clause (xiv) below and (y) any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects Taxes that represent losses, claims, damages, etc. arising from any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amountsnon-Tax claim). Without limiting or being limited by the foregoing, the Borrower shall indemnify pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party for any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clauses (a) and (b) above):

Indemnities by the Borrower. (a) Without limiting any other rights that the Program Agent, the Investor Agents, the Investors, the Banks, the Trustee or any such Person of their respective Affiliates or members or any of their respective officers, directors, employees or advisors (each, an "Indemnified Party") may have hereunder or under Applicable Lawapplicable law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, Party from and against any and all damages, losses, claims, losses and liabilities and related costs and expenses, (including reasonable attorneys’ fees and disbursements ' fees) (all of the foregoing being collectively referred to as the “"Indemnified Amounts”") awarded against arising out of or resulting from this Agreement or the other Transaction Documents or the use of proceeds of the Advances or the security interest granted hereunder or in respect of any Transferred Asset or any Contract, excluding, however, (a) Indemnified Amounts to the extent found in a final non-appealable judgment of a court of competent jurisdiction to have resulted from gross negligence or willful misconduct on the part of such Indemnified Party, (b) recourse (except as otherwise specifically provided in this Agreement) for Transferred Assets which are not collected, not paid or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the applicable Obligor or (c) any income taxes or franchise taxes measured by income or any other tax or fee measured by income incurred by such Indemnified Party arising out of or as a result of this Agreement or having an the security interest in the Collateral granted hereunder or in respect of any Loan included in the Collateral, excluding, however, Transferred Asset or any Indemnified Amounts to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party. If the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amountsContract. Without limiting or being limited by the foregoing, the Borrower shall indemnify pay on demand to each Indemnified Party for any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting fromfrom any of the following:

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Lawapplicable law, the Borrower hereby agrees to indemnify indemnifies and holds harmless, the Administrative Agent, the Collateral Custodian, the Secured Parties, the Affected Parties each Lender Agent and each of Lender and their respective assigns and officers, directors, agents and employees and agents thereof (collectively, the “each an "Indemnified Parties”), forthwith on demand, Party") from and against any and all damages, losses, claims, liabilities and related liabilities, penalties, Taxes, costs and expenses, expenses (including reasonable attorneys’ ' fees and disbursements court costs) (all of the foregoing being collectively referred to as collectively, the “"Indemnified Amounts”Losses") awarded against at any time imposed on or incurred by such any Indemnified Party arising out of or as a result of this Agreement otherwise relating to any Transaction Document, the transactions contemplated thereby or having an interest in the Collateral or in respect acquisition of any Loan included portion of the Secured Interest, or any action taken or omitted by any of the Indemnified Parties (including any action taken by the Administrative Agent as attorney-in-fact for the Borrower pursuant to Section 3.5(b)), whether arising by reason of the acts to be performed by the Borrower hereunder or otherwise, excluding only Indemnified Losses to the extent (a) a final judgment of a court of competent jurisdiction holds such Indemnified Losses resulted solely from gross negligence or willful misconduct of the Indemnified Party seeking indemnification, (b) solely due to the credit risk of the Obligor and for which reimbursement would constitute recourse to the Borrower or the Collection Agent for uncollectible Receivables or (c) such Indemnified Losses include Taxes on, or measured by, the overall net income of the Administrative Agent, any Lender Agent or any Lender computed in accordance with the Collateral, excludingIntended Tax Characterization; provided, however, any Indemnified Amounts to that nothing contained in this sentence shall limit the extent resulting from gross negligence, bad faith or willful misconduct on the part liability of any Indemnified Party. If the Borrower has made any indemnity payment pursuant to this Section 10.1 or the Collection Agent or limit the recourse of the Administrative Agent, each Lender Agent and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay each Lender to the Borrower an amount equal or the Collection Agent for any amounts otherwise specifically provided to be paid by the amount it has collected from others in respect of such indemnified amountsBorrower or the Collection Agent hereunder. Without limiting the foregoingforegoing indemnification, but subject to the limitations set forth in clauses (a), (b) and (c) of the previous sentence, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts Losses (except including losses in respect of uncollectible Receivables, regardless for these specific matters whether reimbursement therefor would constitute recourse to the extent resulting from gross negligence, bad faith Borrower or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgmentCollection Agent) relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Deal Agent, the Collateral CustodianAgent, the Successor Servicer, the Lender, the Secured Parties, the Affected Parties and each of their respective assigns Affiliates and officers, directors, employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by such Indemnified Party or other non‑monetary damages of any such Indemnified Party, any of them arising out of or as a result of this Agreement or having an interest in the Collateral financing or maintenance of the Aggregate Loan Amount or in respect of any Loan included in the Collateralor any Contract, excluding, however, any (a) Indemnified Amounts to the extent resulting from gross negligence, bad faith negligence or willful misconduct on the part of any such Indemnified PartyParty or (b) Indemnified Amounts that have the effect of recourse for non‑payment of the Loans due to credit problems of the Obligors (except as otherwise specifically provided in this Agreement). If the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts thenAmounts, then the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that which the Secured Parties, the Collateral Custodian or any such Person of their respective Affiliates may have hereunder or under Applicable Law, the Borrower hereby agrees to shall indemnify the Administrative Agent, the Collateral Custodian, the Secured Parties, the Affected Parties Collateral Custodian and each of their respective assigns and Affiliates, assigns, officers, directors, employees and agents thereof (collectivelyeach, the an “Indemnified Parties”), forthwith on demand, Party” for purposes of this Article X) from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable external attorneys’ fees and disbursements and court costs (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or ), incurred by or asserted against such Indemnified Party arising out of or as a result of (i) this Agreement or having an interest in the Collateral other Transaction Documents or in respect of the transactions contemplated thereby or with respect to any Loan included in of the Collateral, (ii) any actions taken or omitted to be taken by any Indemnified Party under this Agreement or any Transaction Document, (iii) any Advance or the use or proposed use of the proceeds therefrom, (iv) any actual or prospective claim, litigation, investigation or proceeding 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, and regardless of whether any Indemnified Party is a party thereto or (v) any action, claim or suit brought by an Indemnified Party to enforce its right to indemnification, excluding, however, any Indemnified Amounts to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party. If the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined in a final decision by a court of competent jurisdiction by final jurisdiction. This Section 10.01(a) does not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-appealable judgment) relating to or resulting from:Tax claim.

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person the Administrative Agent, each Lender Agent, each Program Support Provider and each Lender and their respective Affiliates, employees, agents, successors, transferees or assigns (each, an “Indemnified Party”) may have hereunder or under Applicable applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, Party from and against any and all claims, damages, losses, claimsliabilities, liabilities penalties, reasonable and related documented costs and expenses, expenses (including reasonable attorneys’ fees and disbursements Attorney Costs) (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by such Indemnified Party arising out of or as a result of resulting from this Agreement or having an interest in any other Transaction Document, the Collateral transactions contemplated thereby or the use of proceeds of Advances or the Borrower Collateral, whether arising by reason of the acts to be performed by the Borrower hereunder or otherwise, or arising in respect of any Loan included in the Collateral, Pool Receivable or any Contract; excluding, however, any (a) Indemnified Amounts to the extent resulting finally determined by a court of competent jurisdiction to have resulted from fraud, gross negligence, bad faith negligence or willful misconduct on the part of any such Indemnified Party. If the Borrower has made any indemnity payment pursuant to this Section 10.1 Party and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others (b) Indemnified Amounts in respect of such Taxes (other than Taxes specifically enumerated below or any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim); provided, however, that nothing contained in this sentence shall limit the liability of the Borrower or the Servicer or limit the recourse of any Indemnified Amounts then, the recipient shall repay Party to the Borrower an amount equal or the Servicer for any amounts otherwise specifically provided to be paid by the Borrower or the Servicer hereunder. Any Indemnified Amounts shall be paid by the Borrower to the amount it has collected from others applicable Indemnified Party within ten (10) Business Days following such Indemnified Party’s written demand therefor, setting forth, in respect reasonable detail, the calculation of such indemnified amountsamount and the basis of such demand. Without limiting the foregoing, and subject to the exclusions and timing set forth in the preceding sentences, the Borrower shall indemnify pay each Indemnified Party for any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting fromfrom any of the following:

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the other Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) and any such Person WT Indemnified Parties may have 110 hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agentindemnify, the Collateral Custodiandefend, the Secured Parties, the Affected Parties release and hold harmless each Borrower Indemnified Party and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “WT Indemnified Parties”), forthwith on demand, Party from and against any and all damagesclaims, actions, suits, losses, claimsliabilities, liabilities proceedings at law or in equity, and related costs (including in respect of any claims brought by any DSG Party) and any other expenses, including reasonable attorneys’ fees or charges of any character or nature (including, without limitation, Attorney Costs and disbursements the costs of enforcement of this Agreement, any Transaction Document or any provision thereof) (all of the foregoing being collectively referred to as the “Borrower Indemnified Amounts”) awarded against or incurred by such which a Borrower Indemnified Party arising out of or as a result of WT Indemnified Party may incur or which may be asserted against it resulting from this Agreement or having an any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in the Collateral or in respect of any Loan included in the Pool Receivable or any other Collateral, ; excluding, however, any (a) Borrower Indemnified Amounts to the extent (x) resulting from the gross negligence, bad faith negligence or willful misconduct of the Borrower Indemnified Party or WT Indemnified Party seeking indemnification, as determined by a final non-appealable judgment of a court of competent jurisdiction, (y) solely with respect to the Borrower Indemnified Parties (other than the Back-up Servicer), resulting solely from a material breach of any Transaction Document on the part of any such Borrower Indemnified Party. If the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in , as determined by a final non-appealable judgment of a court of competent jurisdiction, or (z) solely with respect of such Indemnified Amounts then, the recipient shall repay to the Borrower Indemnified Parties (other than the Back-up Servicer), that constitute recourse with respect to a Pool Receivable by reason of an amount equal Event of Bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor, and (b) solely with respect to the amount it has collected Borrower Indemnified Parties (other than the Back-up Servicer), Taxes (other than any Taxes that represent losses, claims, damages, etc. arising from others in respect of such indemnified amountsany non-Tax Claim). Without limiting or being limited by the foregoing, the Borrower shall indemnify pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 3.01), to each Borrower Indemnified Party for and each WT Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party or WT Indemnified Party from and against any and all Borrower Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on any of the part of any following (but excluding Borrower Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgmentAmounts and Taxes described in clauses (a) relating to or resulting from:and (b) above):

Indemnities by the Borrower. (a) Without limiting any other rights that which the Administrative Agent, the Trust Administrator, any such Person Lender or its assignee or any of their respective Affiliates may have hereunder or under Applicable Requirements of Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Trust Administrator, Account Bank, Collateral Custodian, the Owner Trustee, each Secured Parties, the Affected Parties Party or its assignee and each of their respective assigns Affiliates and officers, directors, employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, ) from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements disbursements, including, court costs, expenses and any losses incurred in connection with (all i) the enforcement of this indemnification obligation or (ii) a successful defense, in whole or in part, of any claim that the foregoing being collectively referred to as Indemnified Party breached its standard of care, (collectively, the “Indemnified Amounts”) awarded against or incurred by by, any such Indemnified Party or other non-monetary damages of any such Indemnified Party arising out of or as a result of this Agreement or having an interest in the Collateral or in respect of any Loan included in the CollateralAgreement, excluding, however, any Indemnified Amounts to the extent resulting from the gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction) on the part of any Indemnified Party. If the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts77 [***] Redacted for confidentiality purposes Party. Without limiting the foregoing, the Borrower shall indemnify each the Indemnified Party Parties for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:

Indemnities by the Borrower. (a) i.Without limiting any other rights that any such Person the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Borrower Indemnified Parties”), forthwith on demand, Party from and Error! Unknown document property name. against any and all claims, expenses, damages, losses, claims, losses and liabilities and related costs and expenses, suffered or sustained (including reasonable attorneys’ fees and disbursements Attorney Costs) (all of the foregoing being collectively referred to as the “Borrower Indemnified Amounts”) awarded against or incurred by such Indemnified Party arising out of of, relating to or as a result of in connection this Agreement or having an any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in the Collateral or in respect of any Loan included in the Pool Receivable or any other Collateral, ; excluding, however, any (x) Borrower Indemnified Amounts to the extent resulting a final non-appealable judgment of a court of competent jurisdiction holds that such Borrower Indemnified Amounts resulted solely from the gross negligence, bad faith or faith, willful misconduct on the part of any Indemnified Party. If by the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Party seeking indemnification, (y) Borrower Indemnified Amounts then, the recipient shall repay to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such Borrower an amount equal to Indemnified Amounts resulted solely from a material breach of a Transaction Document by the amount it has collected from others in respect of such indemnified amountsBorrower Indemnified Party seeking indemnification and (z) Taxes that are covered by Section 4.03. Without limiting or being limited by the foregoing, the Borrower shall indemnify pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 3.01), to each Borrower Indemnified Party for any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clauses (x), (y) and (z) above):

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by such Indemnified Party and other non-monetary damages of any such Indemnified Party or any of them arising out of or as a result of this Agreement or the Existing A&R Loan and Security Agreement or having an interest in the Collateral or in respect of any Loan included in the Collateral, excluding, however, any Indemnified Amounts to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party. If the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgmentParty) relating to or resulting from:: (i) any representation or warranty made or deemed made by the Borrower, the Collateral Manager or any of their respective officers under or in connection with this Agreement or any other Transaction Document, which shall have been false or incorrect in any material respect when made or deemed made or delivered; USActive 37382726.2937382726.32

Indemnities by the Borrower. (a) Without limiting any other rights that which the Administrative Agent, each Agent, each Lender or its assignee, the Backup Servicer (including in its capacity as Successor Servicer), the Account Bank, the Collateral Custodian (if not DFC), the Servicer (if not DFC) or any such Person of their respective Affiliates may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, each Agent, each Secured Party, the Backup Servicer, including if it is then acting as Successor Servicer, the Account Bank, the Collateral Custodian, the Secured Parties, the Affected Parties Custodian (if not DFC) and each of their respective assigns Affiliates and officers, directors, employees and agents thereof (collectively, the “"Indemnified Parties”), forthwith on demand, ") from and against any and all reasonable and documented fees, damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees ' fees, court costs, and disbursements expenses (all of collectively, the foregoing being collectively referred to as the “"Indemnified Amounts”") awarded against or incurred by by, any such Indemnified Party arising out of or as a result of this Agreement or having an interest in the Collateral or in respect of any Loan included in the CollateralAgreement, excluding, however, any Indemnified Amounts to the extent resulting from the gross negligence, bad faith faith, or willful misconduct on the part of any Indemnified Party. If the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting the foregoing, the Borrower shall indemnify each the Indemnified Party Parties for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:: (i) any Receivable represented by the Borrower to be an Eligible Receivable which is not at the applicable time an Eligible Receivable; (ii) reliance on any representation or warranty made or deemed made by the Borrower or any of its respective officers under or in connection with this Agreement or any other Basic Document, which shall have been false or incorrect in any material respect when made or deemed made or delivered; (iii) the failure by the Borrower to comply with any term, provision or covenant contained in this Agreement or any other Basic Document, or a 115 147032870v2 failure by the Borrower to comply with any Applicable Law with respect to any Contract or Receivable, the related Financed Vehicle or the non-conformity of any Contract with any such Applicable Law; (iv) the failure to vest and maintain vested in the Administrative Agent a valid and enforceable security interest in any or all of the Collateral or a valid and enforceable first priority perfected security interest in any or all of the Collateral; (v) the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws with respect to the Collateral, whether at the time of a Loan or at any subsequent time and as required by the Basic Documents; (vi) any dispute, claim, offset or defense (other than the discharge in bankruptcy of the related Obligor) of an Obligor to the payment of any Receivable comprising a portion of the Collateral which is, or is purported to be, an Eligible Receivable (including a defense based on the Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms) or any other claim resulting from the sale or financing of the Financed Vehicle related to such Receivable (other than as a result of the bankruptcy or insolvency of the related Obligor); (vii) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with any Contract or the related Financed Vehicle; (viii) the failure by the Borrower to pay when due any Taxes for which the Borrower is liable, including sales, excise or personal property taxes payable in connection with the Collateral; (ix) any repayment or disgorgement by any Agent or a Secured Party of any amount previously distributed in reduction of the Loans Outstanding or payment of Interest, any other Obligation or any other amount due hereunder or under any Hedging Agreement, in each case which amount such entity believes in good faith is required to be repaid or disgorged; (x) any litigation, proceeding or investigation relating to arising from the Basic Documents, the transactions contemplated hereby and thereby, the use of proceeds of the Loans or any other investigation, litigation or proceeding relating to the Borrower in which any Indemnified Party becomes involved as a result of any of the transactions contemplated by the Basic Documents; (xi) the use of the proceeds of any Loan; (xii) any failure by the Borrower to give reasonably equivalent value to the Seller in consideration for the transfer by the Seller to the Borrower of any of the Receivables and the related Collateral or any attempt by any Person to void or

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person the Administrative Agent, the Credit Parties, the Affected Persons and their respective officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Borrower Indemnified Parties”), forthwith on demand, Party from and against any and all damages, losses, claims, losses and liabilities and related costs and expenses, (including reasonable attorneys’ fees and disbursements Attorney Costs) arising out of or resulting from this Agreement or any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Collateral (all of the foregoing being collectively referred to as the “Borrower Indemnified Amounts”) awarded against or incurred by such Indemnified Party arising out of or as a result of this Agreement or having an interest in the Collateral or in respect of any Loan included in the Collateral, ); excluding, however, any (x) Borrower Indemnified Amounts to the extent arising out of or resulting from the gross negligence, bad faith negligence or willful misconduct on the part of any Indemnified Party. If the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Borrower Indemnified Amounts thenParty or any of its Related Indemnified Parties or the breach by such Borrower Indemnified Party or any of its Related Indemnified Parties of its obligations under any Transaction Document to which it is a party, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect each case, as determined in a final non-appealable judgment by a court of such indemnified amountscompetent jurisdiction, and (y) Taxes that are covered by Section 4.03. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts shall include any and all claims, losses and liabilities (except to the extent including Attorney Costs) arising out of or resulting from gross negligence, bad faith or willful misconduct on any of the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgmentfollowing (but excluding amounts described in clauses (x) relating to or resulting from:and (y) above):

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral Agent, the Securities Intermediary, the Document Custodian, the Secured Parties, the Affected Parties and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, from and against any and all damages, losses, claimsclaims (whether brought by or involving any party hereto or any third party), liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by such Indemnified Party arising out of or as a result of this Agreement, relating to the administration or the enforcement of any provisions of this Agreement or any Transaction Document, or having an interest in the Collateral or in respect of any Loan Portfolio Asset included in the Collateral, excluding, however, any Indemnified Amounts to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party. If the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:: 141

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person which the Indemnified Parties may have hereunder or under Applicable applicable Law, the Borrower hereby agrees to indemnify the Administrative Lender and any commercial paper issuer that finances the Lender, the Bank Investors, the Agent, the Collateral Custodian, the Secured Parties, the Affected Parties Administrative Trustee and each of their respective assigns and officers, directors, employees employees, counsel and other agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, ) from and against any and all damages, losses, claims, liabilities and related liabilities, costs and expenses, including reasonable attorneys’ fees (which such attorneys may be employees of the Bank Investors, the Agent, the Lender and any commercial paper issuer that finances the Lender or the Administrative Trustee, as applicable) and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by such any of them in any action or proceeding between the Borrower and any of the Indemnified Party Parties or between any of the Indemnified Parties and any third party or otherwise arising out of or as a result of this Agreement Loan Agreement, the other Operative Documents, the funding or having an interest in maintenance, either directly or indirectly, by the Collateral Agent, the Lender (including through any Program Support Provider) or in respect any Bank Investor of the Net Investment or any Loan included in of the Collateralother transactions contemplated hereby or thereby, excluding, however, any (i) Indemnified Amounts to the extent resulting from gross negligence, bad faith negligence or willful misconduct on the part of any such Indemnified Party. If the Borrower has made any indemnity payment pursuant to , or (ii) recourse (except as otherwise specifically provided in this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amountsAgreement) for uncollectible Accounts. Without limiting the generality of the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Deal Agent, the Backup Servicer, the Collateral CustodianAgent, the Successor Servicer, the Secured Parties, the Affected Parties and each of their respective assigns Affiliates and officers, directors, employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable and documented attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by such Indemnified Party or other non-monetary damages of any such Indemnified Party any of them arising out of or as a result of this Agreement or having an interest in the Collateral financing or maintenance of the Capital or in respect of any Loan included or any Contract (including any reasonable and documented legal fees and expenses incurred in connection with any action or suit brought by an Indemnified Party to enforce any indemnification or other obligation of the CollateralBorrower by such Indemnified Party for any indemnification or other obligation of the Borrower), excluding, however, any (x) Indemnified Amounts to the extent resulting from gross negligence, bad faith negligence or willful misconduct on the part of any such Indemnified PartyParty or (y) Indemnified Amounts that have the effect of recourse for non-payment of the Loans due to credit problems of the Obligors (except as otherwise specifically provided in this Agreement). If the Borrower has made any indemnity payment pursuant to this Section 10.1 11.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts thenAmounts, then the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the other Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) and any such Person WT Indemnified Parties may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agentindemnify, the Collateral Custodiandefend, the Secured Parties, the Affected Parties release and hold harmless each Borrower Indemnified Party and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “WT Indemnified Parties”), forthwith on demand, Party from and against any and all damagesclaims, actions, suits, losses, claimsliabilities, liabilities proceedings at law or in equity, and related costs (including in respect of any claims brought by any DSG Party) and any other expenses, including reasonable attorneys’ fees or charges of any character or nature (including, without limitation, Attorney Costs and disbursements the costs of enforcement of this Agreement, any Transaction Document or any provision thereof) (all of the foregoing being collectively referred to as the “Borrower Indemnified Amounts”) awarded against or incurred by such which a Borrower Indemnified Party arising out of or as a result of WT Indemnified Party may incur or which may be asserted against it resulting from this Agreement or having an any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in the Collateral or in respect of any Loan included in the Pool Receivable or any other Collateral, ; excluding, however, any (a) Borrower Indemnified Amounts to the extent (x) resulting from the gross negligence, bad faith negligence or willful misconduct of the Borrower Indemnified Party or WT Indemnified Party seeking indemnification, as determined by a final non-appealable judgment of a court of competent jurisdiction, (y) solely with respect to the Borrower Indemnified Parties (other than the Back-up Servicer), resulting solely from a material breach of any Transaction Document on the part of any such Borrower Indemnified Party. If the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in , as determined by a final non-appealable judgment of a court of competent jurisdiction, or (z) solely with respect of such Indemnified Amounts then, the recipient shall repay to the Borrower Indemnified Parties (other than the Back-up Servicer), that constitute recourse with respect to a Pool Receivable by reason of an amount equal Event of Bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor, and (b) solely with respect to the amount it has collected Borrower Indemnified Parties (other than the Back-up Servicer), Taxes (other than any Taxes that represent losses, claims, damages, etc. arising from others in respect of such indemnified amountsany non-Tax Claim). Without limiting or being limited by the foregoing, the Borrower shall indemnify pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 3.01), to each Borrower Indemnified Party for and each WT Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party or WT Indemnified Party from and against any and all Borrower Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on any of the part of any following (but excluding Borrower Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgmentAmounts and Taxes described in clauses (a) relating to or resulting from:and (b) above):

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person the Administrative Agent, the Lenders, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Borrower Indemnified Parties”), forthwith on demand, Party from and against any and all damages, losses, claims, losses and liabilities (including Attorney Costs (excluding the allocated costs of in house counsel and related costs and expenseslimited to not more than one firm of counsel for all such Borrower Indemnified Parties, including reasonable attorneys’ fees and disbursements taken as a whole, and, if necessary, a single local firm of counsel in each appropriate jurisdiction for all such Borrower Indemnified Parties, taken as a whole (and, in the case of an actual or perceived conflict of interest, of another firm of counsel for such affected Borrower Indemnified Party)) (all of the foregoing being collectively referred to as the “Borrower Indemnified Amounts”) awarded against or incurred by such Indemnified Party arising out of or as a result of resulting from this Agreement or having an any other Transaction Document or the use of proceeds of the Loans or the security interest in the Collateral or in respect of any Loan included in of the Collateral, ; excluding, however, any (i) Borrower Indemnified Amounts to the extent resulting from gross negligence, bad faith or willful misconduct on the part a final non-appealable judgment of any Indemnified Party. If the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction holds that such Borrower Indemnified Amounts resulted solely from the fraud, gross negligence or willful misconduct by final non-appealable judgmentthe Borrower Indemnified Party seeking indemnification and (ii) relating Borrower Indemnified Amounts to the extent arising from a claim, action, litigation, investigation, or resulting from:other proceeding that does not arise from any act or omission by any Bird Party or any officer, partner, director, trustee, employee, or agent of any Bird Party and that is brought by any Borrower Indemnified Party against another Borrower Indemnified Party (other than any such claim, action, litigation, investigation, or other proceeding brought against the Administrative Agent in its capacity as such).

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Deal Agent, the Collateral CustodianAgent, the Liquidity Agent, the Secured Parties, the Affected Parties and each of their respective assigns Affiliates and officers, directors, employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by such Indemnified Party or other non-monetary damages of any such Indemnified Party any of them arising out of or as a result of this Agreement or having an interest in the Collateral financing or maintenance of the Capital or in respect of any Loan included in of the Collateral, excluding, however, any (a) Indemnified Amounts to the extent resulting from gross negligence, bad faith negligence or willful misconduct on the part of any such Indemnified PartyParty or (b) Indemnified Amounts that have the effect of recourse for non-payment of the Underlying Class C Note (except as otherwise specifically provided in this Agreement). If the Borrower has made any indemnity payment pursuant to this Section 10.1 11.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral CustodianLenders, the other Secured Parties, the Affected Parties and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by such Indemnified Party and other non-monetary damages of any such Indemnified Party or any of them arising out of or as a result of this Agreement or having an any interest in the Collateral or in respect of any Loan included in the Collateral, excluding, however, any Indemnified Amounts to the extent resulting from gross negligence, bad faith negligence or willful misconduct on the part of any such Indemnified Party. If the Borrower has made any indemnity payment pursuant to this Section 10.1 9.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amountsIndemnified Amounts. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:

Indemnities by the Borrower. (a) Without Except for Taxes (other than Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim) and without limiting any other rights that which the Affected Parties, the Secured Parties, the Administrative Agent, the Lenders, the Collateral Agent, the Account Bank, the Collateral Custodian or any such Person of their respective Affiliates may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral CustodianAffected Parties, the Secured Parties, the Affected Parties Administrative Agent, the Lenders, the Collateral Agent, the Account Bank, the Collateral Custodian and each of their respective assigns and Affiliates, assigns, officers, directors, employees and agents thereof (collectivelyeach, the “an "Indemnified Parties”)Party" for purposes of this Article VIII) against, forthwith on demandand to hold each Indemnified Party harmless from, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ ' fees and disbursements (all of the foregoing being collectively referred to as the “"Indemnified Amounts”) "), awarded against or actually incurred by such Indemnified Party arising out of of, in any way connected with, or as a result of this Agreement or having an interest in Agreement, any of the Collateral other Transaction Documents or in respect of any Loan included in of the CollateralCollateral or any claim, excludinglitigation, howeverinvestigation or proceeding relating to any of the foregoing, regardless of whether any such Indemnified Party is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower or any of its Affiliates or shareholders); provided that Indemnified Amounts shall not be available to an Indemnified Party to the extent resulting from gross negligencethat such damages, bad faith or willful misconduct on the part of any Indemnified Party. If the Borrower has made any indemnity payment pursuant to this Section 10.1 losses, claims, liabilities and such payment fully indemnified the recipient thereof related costs and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as expenses are determined by a court of competent jurisdiction by a final non-appealable judgment) relating and nonappealable judgment to have resulted from the gross negligence or resulting from:willful misconduct on the part of such Indemnified Party.

Indemnities by the Borrower. (a) Without limiting any other rights that which the Affected Parties, the Secured Parties, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian or any such Person of their respective Affiliates may have hereunder 109 or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral CustodianAffected Parties, the Secured Parties, Administrative Agent, the Affected Parties Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and each of their respective assigns and Affiliates, assigns, officers, directors, employees and agents thereof (collectivelyeach, the an “Indemnified Parties”), forthwith on demand, Party” for purposes of this Article VIII) from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements of (x) one outside counsel to the Administrative Agent (and any Lender Affiliated with the Administrative Agent) and the Lenders (subject to clause (z) below) except in the event of an actual or potential conflict of interest between the Administrative Agent and the Lenders, in which case one additional counsel for the Lenders, (y) one outside counsel to the Collateral Agent, the Account Bank and the Collateral Custodian, and (z) one counsel per foreign or local jurisdiction deemed reasonably necessary by the Administrative Agent or the Collateral Agent, as applicable (all of the foregoing being collectively referred to as the “Indemnified Amounts”) ), awarded against or actually incurred by such Indemnified Party arising out of or as a result of this Agreement or having an interest in Agreement, any of the Collateral other Transaction Documents or in respect of any Loan included in of the CollateralCollateral Portfolio, excluding, however, any Indemnified Amounts to the extent resulting solely from (a) gross negligence, bad faith or willful misconduct on the part of any such Indemnified Party. If the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay (b) Loan Assets which are uncollectible due to the Borrower an amount equal Obligor’s financial inability to the amount it has collected from others in respect pay or (c) arising on account of such indemnified amountsExcluded Taxes. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:from any of the following (to the extent not resulting from the conditions set forth in (a) or (b) above):

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Deal Agent, the Backup Servicer, the Collateral CustodianAgent, the Successor Servicer, the Secured Parties, the Affected Parties and each of their respective assigns Affiliates and officers, directors, employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable and documented attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by such Indemnified Party or other non- monetary damages of any such Indemnified Party any of them arising out of or as a result of this Agreement or having an interest in the Collateral financing or maintenance of the Capital or in respect of any Loan included or any Contract (including any reasonable and documented legal fees and expenses incurred in connection with any action or suit brought by an Indemnified Party to enforce any indemnification or other obligation of the CollateralBorrower by such Indemnified Party for any indemnification or other obligation of the Borrower), excluding, however, any (a) Indemnified Amounts to the extent resulting from gross negligence, bad faith negligence or willful misconduct on the part of any such Indemnified PartyParty or (b) Indemnified Amounts that have the effect of recourse for non-payment of the Loans due to credit problems of the Obligors (except as otherwise specifically provided in this Agreement). If the Borrower has made any indemnity payment pursuant to this Section 10.1 11.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts thenAmounts, then the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral Custodian, the Collateral Administrator, the Securities Intermediary, the Secured Parties, the Affected Parties Lenders and each of their respective assigns and directors, officers, directorsemployees, employees agents and agents thereof advisors (collectively, the “Indemnified Parties”), forthwith on demand, from and against any and all damages, losses, claimsclaims (whether brought by or involving the Borrower or any other third party), liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (limited to one primary counsel and such other local or special counsel as may be necessary) (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by such Indemnified Party and other non-monetary damages of any such Indemnified Party or any of them arising out of or as a result of this Agreement (including enforcement of the indemnification obligations hereunder) or having an interest in the Collateral or in respect of any Loan included in the Collateral, excluding, however, any Indemnified Amounts to the extent resulting from gross negligence, bad faith negligence or willful misconduct on the part of any Indemnified PartyParty as determined by a court of competent jurisdiction in a final non-appealable judgment. If the Borrower has made any indemnity payment pursuant to this Section 10.1 and Section 10.3 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith negligence or willful misconduct on the part of any such Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgmentParty) relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Borrower Indemnified Parties”), forthwith on demand, Party from and against any and all damages, losses, claims, losses and liabilities and related costs and expenses, (including reasonable attorneys’ fees and disbursements Attorney Costs) (all of the foregoing being collectively referred to as the “Borrower Indemnified Amounts”) awarded against or incurred by such Indemnified Party arising out of or as a result of resulting from this Agreement or having an any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in the Collateral or in respect of any Loan included in the Pool Receivable or any other Collateral, ; excluding, however, any (a) Borrower Indemnified Amounts to the extent resulting a final non-appealable judgment of a court of competent jurisdiction holds that such Borrower Indemnified Amounts resulted solely from the gross negligence, bad faith negligence or willful misconduct on the part of any Indemnified Party. If by the Borrower has made Indemnified Party seeking indemnification and (b) Taxes (other than (x) Taxes enumerated below in clause (xiv) below and (y) any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects Taxes that represent losses, claims, damages, etc. arising from any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts115 non-Tax claim). Without limiting or being limited by the foregoing, the Borrower shall indemnify pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party for any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clauses (a) and (b) above):

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Borrower Indemnified Parties”), forthwith on demand, Party from and against any and all damages, losses, claims, losses and liabilities and related costs and expenses, (including reasonable attorneys’ fees and disbursements Attorney Costs) (all of the foregoing being collectively referred to as the “Borrower Indemnified Amounts”) awarded against or incurred by such Indemnified Party arising out of or as a result of resulting from this Agreement or having an any other Transaction Document or any Credit Extension or the security interest in the Collateral or in respect of any Loan included in the Pool Receivable or any other Collateral, ; excluding, however, any (x) Borrower Indemnified Amounts to the extent resulting a final non-appealable judgment of a court of competent jurisdiction holds that such Borrower Indemnified Amounts resulted primarily from the gross negligence, bad faith negligence or willful misconduct on the part of any Indemnified Party. If by the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Party seeking indemnification, (y) Borrower Indemnified Amounts then, the recipient shall repay to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such Borrower an amount equal to Indemnified Amounts result from a claim by the amount it has collected from others in respect Borrower against a Borrower Indemnified Party for a material breach by such Borrower Indemnified Party of such indemnified amountsits obligations under any Transaction Document, and (z) Taxes that are covered by Section 5.03. Without limiting or being limited by the foregoing, the Borrower shall indemnify each pay on written demand (which demand shall be accompanied by documentation of the Borrower Indemnified Amounts in reasonable detail) (it being understood -96- to any Pool Receivable or the related Contract; (iii) any failure of the Servicer to comply with its covenants, obligations and agreements contained in this Agreement or any other Transaction Document to which it is a party in its capacity as Servicer; or (iv) the commingling of Collections of Pool Receivables at any time with other funds. (b) If for any reason the foregoing indemnification is unavailable to any Servicer Indemnified Party for Indemnified Amounts (except or insufficient to hold it harmless, then the Servicer shall contribute to the extent resulting from gross negligence, bad faith amount paid or willful misconduct on the part of any payable by such Servicer Indemnified Party as determined a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative economic interests of the Servicer on the one hand and such Servicer Indemnified Party on the other hand in the matters contemplated by a court this Agreement as well as the relative fault of competent jurisdiction by final non-appealable judgmentthe Servicer and such Servicer Indemnified Party with respect to such loss, claim, damage or liability and any other relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Servicer under this Section shall be in addition to any liability which the Servicer may otherwise have, shall extend upon the same terms and conditions to Servicer Indemnified Party, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Servicer and the Servicer Indemnified Parties. (c) relating to Any indemnification or resulting from:contribution under this Section 13.02 shall survive the termination of this Agreement. ARTICLE XIV

Indemnities by the Borrower. (a) Without limiting any other rights that which the Administrative Agent, the Trust Administrator, any such Person Lender or its assignee or any of their respective Affiliates may have hereunder or under Applicable Requirements of Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Trust Administrator, Account Bank, Collateral Custodian, the Owner Trustee, each Secured Parties, the Affected Parties Party or its assignee and each of their respective assigns Affiliates and officers, directors, employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, ) from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements disbursements, including, court costs, expenses and any losses incurred in connection with (all i) the enforcement of this indemnification obligation or (ii) a successful defense, in whole or in part, of any claim that the foregoing being collectively referred to as Indemnified Party breached its standard of care, (collectively, the “Indemnified Amounts”) awarded against or incurred by by, any such Indemnified Party or other non-monetary damages of any such Indemnified Party arising out of or as a result of this Agreement or having an interest in the Collateral or in respect of any Loan included in the CollateralAgreement, excluding, however, any Indemnified Amounts to the extent resulting from the gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction) on the part of any such Indemnified Party. If the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting the foregoing, the Borrower shall indemnify each the Indemnified Party Parties for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:: [***] Redacted for confidentiality purposes

Indemnities by the Borrower. (a) Without limiting any other rights that the Conduit Lender, the Committed Lender, the Administrative Agent, the Collateral Agent, the Liquidity Agent, any such Person Liquidity Lender, the Letter of Credit Agent or any Letter of Credit Provider or any of their respective officers, directors, employees, attorneys, agents or representatives (each, an "Indemnified Person") may have hereunder or under Applicable Lawapplicable law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral Custodian, the Secured Parties, the Affected Parties and hold harmless each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, Person from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded Amounts that may be claimed or asserted against or incurred by any such Indemnified Party Person in connection with or arising out of the transactions contemplated under this Agreement or under any other Related Document or any actions or failures to act in connection therewith, including any and all legal costs and expenses arising out of or as a result incurred in connection with disputes between or among any parties to any of this Agreement or having the Related Documents; provided, that the Borrower shall not be liable for any indemnification to an interest in the Collateral or in respect of any Loan included in the Collateral, excluding, however, any Indemnified Amounts Person to the extent resulting that any such Indemnified Amount (x) results from gross negligence, bad faith or willful misconduct on the part of (i) with respect to any Indemnified Party. If Person other than the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of Conduit Lender, such Indemnified Amounts then, the recipient shall repay Person's gross negligence or (ii) with respect to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party Person, such Indemnified Person's willful misconduct, in each case as finally determined by a court of competent jurisdiction by final non-appealable judgmentor (y) constitutes recourse for uncollectible or uncollected Transferred Receivables. Without limiting the generality of the foregoing, the Borrower shall pay on demand to each Indemnified Person any and all Indemnified Amounts relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Agent, the Lenders (or their respective permitted assigns), any Affected Party, the Check Processing Bank, the Lockbox Account Bank, the Collection Account Bank or any director, officer, employee or agent or incorporator of such Person party (each, an “Indemnified Party”) may have hereunder or under Applicable Lawapplicable law, the Borrower hereby agrees to indemnify the Administrative Agentindemnify, the Collateral Custodian, the Secured Parties, the Affected Parties defend and hold harmless each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Indemnified Parties”), forthwith Party on demand, an after-tax basis from and against any and all damagesclaims, losses, claimsliabilities, liabilities obligations, damages, penalties, actions, judgments, suits, and related costs and expensesexpenses of any nature whatsoever, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or which may be imposed on, incurred by such or asserted against an Indemnified Party in any way arising out of or as relating to (i) this Agreement, the other Basic Documents and the other documents and agreements contemplated hereby or thereby, the performance by the Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby, (ii) any claim, litigation, investigation or proceeding relating to any of the foregoing whether or not any Indemnified Party is a result of this Agreement or having an interest in the Collateral or in respect party thereto, (iii) any breach of any Loan included in representation, warranty or covenant by or on behalf of the Borrower under any Basic Document to which it is a party, (iv) the financing or the pledge of any of the Collateral, or (v) any Receivable; excluding, however, any Indemnified Amounts to the extent resulting solely from gross negligence, bad faith negligence or willful misconduct on the part of any such Indemnified Party. If the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting or being limited by the foregoing, the Borrower shall indemnify pay on demand to each Indemnified Party for any and all amounts necessary to indemnify, defend and hold harmless such Indemnified Party from and against any and all Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:

Indemnities by the Borrower. (ah) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative AgentAgents (in their capacities as such or, if applicable, in their capacities as structuring or placement agents with respect to this Agreement), the Lenders, the Backup Servicer, any Successor Servicer, the Collateral Custodian, the Securities Custodian, any Secured Parties, the Affected Parties Party or its assignee and each of their respective assigns Affiliates and officers, directors, employees employees, members and agents thereof (collectively, the “Indemnified Parties”), forthwith on demandwith a copy to the Documentation Agent, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable and documented attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”” and calculated without duplication of Indemnified Amounts paid by the Servicer pursuant to Section 9.2) awarded against or incurred by by, any such Indemnified Party arising out of or as a result of this Agreement or having an interest in (including the Collateral or in respect structuring hereof and syndication of commitments hereunder to the extent that any Loan included in the Collateralsuch Indemnified Party had been engaged therefor), excluding, however, any Indemnified Amounts with respect to an Indemnified Party to the extent resulting from (x) gross negligence, willful misconduct or bad faith or willful misconduct on the part of any such Indemnified Party. If Party as determined in a final and nonappealable judgment or order of a court of competent jurisdiction or (y) a claim brought by the Borrower has made any indemnity payment pursuant to this Section 10.1 and or the Servicer against such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others Indemnified Party for breach in respect bad faith of such Indemnified Amounts thenParty’s obligations hereunder or under any other Transaction Document (including, in each case, the recipient structuring hereof or syndication of commitments hereunder) as to which such breach shall repay have been found to have occurred by a final and nonappealable judgment or order of a court of competent jurisdiction or (z) without limitation of the Borrower an amount equal Borrower’s obligations under Section 2.13, under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to the amount it has collected from others comply therewith) required to be paid by such Indemnified Party in respect of such indemnified amountsconnection herewith to any taxing authority. Without limiting the foregoing, the Borrower shall indemnify each the Indemnified Party Parties for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that which any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agentindemnify, the Collateral CustodianLender, the Secured Partiesits Affiliates, the Affected Parties successors, permitted transferees and each of their respective assigns and all officers, directors, shareholders, controlling persons, employees and agents thereof of any of the foregoing (collectively, the each an “Indemnified PartiesParty”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related out-of-pocket costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by such Indemnified Party any of them arising out of or as a result of this Agreement Agreement, the other Facility Documents, or having an interest in the Collateral any transaction contemplated hereby or in respect of any Loan included in the Collateral, thereby excluding, however, any (a) Indemnified Amounts to the extent resulting a court of competent jurisdiction determines that they resulted from gross negligence, bad faith or willful misconduct on the part of any such Indemnified Party. If , (b) in the Borrower event that the Lender has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others assigned its rights or delegated its obligations in respect of such this Agreement, and the Indemnified Amounts thenwith respect to such assignee exceed the Indemnified Amounts that would otherwise have been payable by the Borrower to the Lender, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting the foregoingexcess, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligencec) any lost profits or indirect, bad faith exemplary, punitive or willful misconduct on the part consequential damages of any Indemnified Party and (d) any other amounts specifically identified herein as determined to which Borrower’s liability is expressly limited, but only to the extent of such express limitation. In any suit, proceeding or action brought by the Lender in connection with any Collateral for any sum owing thereunder, or to enforce any provisions of any Collateral, the Borrower will save, indemnify and hold the Lender harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a court breach by Borrower of competent jurisdiction any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from the Borrower. The Borrower also agrees to reimburse the Lender as and when billed by final the Lender for all the Lender’s documented out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of the Lender’s rights under this Loan Agreement, the Note, any other Facility Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and 40 disbursements of its counsel. The Borrower hereby acknowledges that, notwithstanding the fact that the Note is secured by the Collateral, the obligation of the Borrower under the Note is a recourse obligation of the Borrower. Under no circumstances shall any Indemnified Party be liable to the Borrower for any lost profits or indirect, exemplary, punitive or consequential damages. This Section 10.01 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-appealable judgment) relating to or resulting from:Tax claim.

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Borrower Indemnified Parties”), forthwith on demand, Party from and against any and all damages, losses, claims, losses and liabilities and related costs and expenses, (including reasonable attorneys’ fees and disbursements Attorney Costs) (all of the foregoing being collectively referred to as the “Borrower Indemnified Amounts”) awarded against or incurred by such Indemnified Party arising out of or as a result of resulting from this Agreement or having an any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in the Collateral or in respect of any Loan included in the Pool Receivable or any other Collateral, ; excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent resulting a final non-appealable judgment of a court of competent jurisdiction 738967635 16499153 holds that such portion of such Borrower Indemnified Amounts resulted from the bad faith, gross negligence, bad faith negligence or willful misconduct on the part of any Indemnified Party. If by the Borrower has made Indemnified Party seeking indemnification and (b) Taxes other than as described in clause (xiv) below or Taxes that represent losses, claims or damages arising from any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amountsnon-Tax claim. Without limiting or being limited by the foregoing, the Borrower shall indemnify pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 3.01), to each Borrower Indemnified Party for any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from:from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):