Common use of Indemnities by the Borrowers Clause in Contracts

Indemnities by the Borrowers. Without limiting any other rights which any such Person may have hereunder or under applicable law, the Borrowers jointly and severally hereby agree to indemnify the Lender, its Affiliates, successors, permitted transferees and assigns and all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each an “Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement, the other Facility Documents, or any transaction contemplated hereby or thereby excluding, however, (a) Indemnified Amounts to the extent 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 Borrowers 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 a Borrower of its obligations under this Agreement), and (d) any lost profits or indirect, exemplary, punitive or consequential damages of any Indemnified Party. 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 Borrowers, jointly and severally, 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 breach by a 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 such Borrower. The Borrowers also agree 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 Note, any other Facility Document or any transaction contemplated hereby or thereby, including without limitation the fees and disbursements of its counsel. The Borrowers hereby acknowledge that, notwithstanding the fact that the Note is secured by the Collateral, the obligation of each Borrower under the Note is a recourse obligation of each Borrower. Under no circumstances shall any Indemnified Party be liable to a Borrower for any lost profits or indirect, exemplary, punitive or consequential damages.

Indemnities by the Borrowers. Without limiting any other rights which any such Person may have hereunder or under applicable law, the Borrowers jointly and severally each Borrower hereby agree agrees to indemnify and hold harmless the Administrator, each Group Agent, each Liquidity Provider, each Program Support Provider, each Lender, its each LC Participant, the LC Bank (and any of the LC Bank’s Affiliates, successors, permitted transferees ) and assigns and all their respective officers, directors, shareholders, controlling persons, agents and employees and agents of any of the foregoing (each an “Indemnified Party”), forthwith on demand, ) from and against any and all damages, losses, claims, liabilities and related liabilities, penalties, costs and expenses, expenses (including reasonable and documented attorneys’ fees and disbursements court costs) (all of the foregoing being collectively referred to as collectively, the “Indemnified Amounts”) awarded against at any time imposed on or incurred by any of them Indemnified Party to the extent arising out of or as a result otherwise relating to any Transaction Document or the issuance of this Agreementany Letter of Credit, the other Facility Documentstransactions contemplated thereby or the funding or maintenance of the Loan, or any transaction contemplated hereby action taken or thereby excludingomitted by any of the Indemnified Parties (including any action taken by the Administrator as attorney in fact for such Borrower or any Originator hereunder or under any other Transaction Document), howeverwhether arising by reason of the acts to be performed by such Borrower hereunder or otherwise, (a) excluding only Indemnified Amounts to the extent (a) a final judgment of a court of competent jurisdiction determines that they holds such Indemnified Amounts resulted from gross negligence, bad faith negligence or willful misconduct on of the part of such Indemnified PartyParty seeking indemnification, (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 Borrowers due to the Lendercredit risk or financial inability to pay of the Obligor and for which reimbursement would constitute recourse to any Originator, the amount of such excessCB, any Borrower or any Servicer for uncollectible Receivables, (c) taxes expressly excluded from such Indemnified Amounts constitute Taxes in Section 3.02(a) above (other than any such Taxes that are incremental and arise solely by reason of a breach by a Borrower of its obligations under this Agreement)represent losses, and claims, damages, etc. arising from any non-Tax claim, (d) the same have been fully and finally paid in cash to such Indemnified Party pursuant to any lost profits other provision of this Agreement or indirectany other Transaction Document, exemplaryor (e) the same are expressly excluded by any provision of this Agreement or any other Transaction Document; provided, punitive however, that nothing contained in this sentence shall limit the liability of any Borrower or consequential damages any Servicer or limit the recourse of any Indemnified Party. In any suit, proceeding Party to such Borrower or action brought by the Lender in connection with any Collateral such Servicer for any sum owing thereunderamounts otherwise specifically provided to be paid by such Borrower or such Servicer hereunder. Without limiting the foregoing indemnification, or but subject to enforce any provisions of any Collateralthe limitations set forth in clauses (a), the Borrowers(b), jointly (c), (d) and severally, 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 (e) of the account debtor previous sentence, each Borrower shall indemnify each Indemnified Party for Indemnified Amounts (including losses in respect of uncollectible Receivables, regardless, for purposes of these specific matters, of whether reimbursement therefor would constitute recourse to such Borrower or obligor thereunder, arising out of a breach by a Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing its Servicer) to the extent relating to or in favor of such account debtor or obligor or its successors from such Borrower. The Borrowers also agree 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 Note, any other Facility Document or any transaction contemplated hereby or thereby, including without limitation the fees and disbursements of its counsel. The Borrowers hereby acknowledge that, notwithstanding the fact that the Note is secured by the Collateral, the obligation of each Borrower under the Note is a recourse obligation of each Borrower. Under no circumstances shall any Indemnified Party be liable to a Borrower for any lost profits or indirect, exemplary, punitive or consequential damages.resulting from:

Indemnities by the Borrowers. (a) Without limiting any other rights which any such Person that 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 lawApplicable Law, the Borrowers each Borrower, jointly and severally severally, hereby agree agrees to indemnify the Lender, its Affiliates, successors, permitted transferees and assigns and all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each an “Borrower Indemnified Party”), forthwith on demand, Party from and against any and all damages, losses, claims, losses and liabilities (including reasonable and related costs and expenses, including attorneys’ fees and disbursements documented Attorney Costs) (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of resulting from this Agreement, the other Facility Documents, Agreement or any transaction contemplated hereby other Transaction Document or thereby the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Collateral; excluding, however, (a) Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction determines holds that they such Borrower Indemnified Amounts resulted solely from the fraud, gross negligence, bad faith negligence or willful misconduct on by the part Borrower Indemnified Party seeking indemnification or material breach by such Borrower Indemnified Party of such Indemnified Partythis Agreement or any other Transaction Document, (b) in the event Taxes 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 are covered by the Borrowers to the Lender, the amount of such excess, (c) taxes expressly excluded from Taxes in Section 3.02(a) above 5.03 (other than any such Taxes that are incremental and arise solely by reason of a breach by a Borrower of its obligations under this Agreement)represent losses, claims, damages, etc. arising from any non-Tax claim) and (dc) any lost profits Borrower Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or indirect, exemplary, punitive other financial inability to pay of the related Obligor. Without limiting or consequential damages of any Indemnified Party. In any suit, proceeding or action brought being limited by the Lender in connection with any Collateral for any sum owing thereunderforegoing, or to enforce any provisions of any Collateral, the Borrowerseach Borrower shall, jointly and severally, pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will savebe 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 and hold the Lender harmless such Borrower Indemnified Party from and against any and all expense, loss Borrower Indemnified Amounts relating to or damage suffered by reason of resulting from any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunderfollowing (but excluding Borrower Indemnified Amounts and Taxes described in clauses (a), arising out of a breach by a 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 such Borrower. The Borrowers also agree to reimburse the Lender as (b) 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 Note, any other Facility Document or any transaction contemplated hereby or thereby, including without limitation the fees and disbursements of its counsel. The Borrowers hereby acknowledge that, notwithstanding the fact that the Note is secured by the Collateral, the obligation of each Borrower under the Note is a recourse obligation of each Borrower. Under no circumstances shall any Indemnified Party be liable to a Borrower for any lost profits or indirect, exemplary, punitive or consequential damages.(c) above):

Indemnities by the Borrowers. Without limiting any other rights which any such Person may have hereunder or under applicable law, the Borrowers jointly and severally each Borrower hereby agree agrees to indemnify and hold harmless the Administrator, each Group Agent, each Liquidity Provider, each Program Support Provider, each Lender, its each LC Participant, the LC Bank (and any of the LC Bank’s Affiliates, successors, permitted transferees ) and assigns and all their respective officers, directors, shareholders, controlling persons, agents and employees and agents of any of the foregoing (each an “Indemnified Party”), forthwith on demand, ) from and against any and all damages, losses, claims, liabilities and related liabilities, penalties, costs and expenses, expenses (including reasonable and documented attorneys’ fees and disbursements court costs) (all of the foregoing being collectively referred to as collectively, the “Indemnified Amounts”) awarded against at any time imposed on or incurred by any of them Indemnified Party to the extent arising out of or as a result otherwise relating to any Transaction Document or the issuance of this Agreementany Letter of Credit, the other Facility Documentstransactions contemplated thereby or the funding or maintenance of the Loan, or any transaction contemplated hereby action taken or thereby excludingomitted by any of the Indemnified Parties (including any action taken by the Administrator as attorney in fact for such Borrower or any Originator hereunder or under any other Transaction Document), howeverwhether arising by reason of the acts to be performed by such Borrower hereunder or otherwise, (a) excluding only Indemnified Amounts to the extent (a) a final judgment of a court of competent jurisdiction determines that they holds such Indemnified Amounts resulted from gross negligence, bad faith negligence or willful misconduct on of the part of such Indemnified PartyParty seeking indemnification, (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 Borrowers due to the Lendercredit risk or financial inability to pay of the Obligor and for which reimbursement would constitute recourse to any Originator, the amount of such excessCB, any Borrower or any Servicer for uncollectible Receivables, (c) taxes expressly excluded from such Indemnified Amounts constitute Taxes in Section 3.02(a) above (other than any such Taxes that are incremental and arise solely by reason of a breach by a Borrower of its obligations under this Agreement)represent losses, and claims, damages, etc. arising from any non-Tax claim, (d) the same have been fully and finally paid in cash to such Indemnified Party pursuant to any lost profits other provision of this Agreement or indirectany other Transaction Document or (e) the same are expressly excluded by any provision of this Agreement or any other Transaction Document; provided, exemplaryhowever, punitive that nothing contained in this sentence shall limit the liability of any Borrower or consequential damages any Servicer or limit the recourse of any Indemnified Party. In any suit, proceeding Party to such Borrower or action brought by the Lender in connection with any Collateral such Servicer for any sum owing thereunderamounts otherwise specifically provided to be paid by such Borrower or such Servicer hereunder. Without limiting the foregoing indemnification, or but subject to enforce any provisions of any Collateralthe limitations set forth in clauses (a), the Borrowers(b), jointly (c), (d) and severally, 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 (e) of the account debtor previous sentence, each Borrower shall indemnify each Indemnified Party for Indemnified Amounts (including losses in respect of uncollectible Receivables, regardless, for purposes of these specific matters, of whether reimbursement therefor would constitute recourse to such Borrower or obligor thereunder, arising out of a breach by a Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing its Servicer) to the extent relating to or in favor of such account debtor or obligor or its successors from such Borrower. The Borrowers also agree 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 Note, any other Facility Document or any transaction contemplated hereby or thereby, including without limitation the fees and disbursements of its counsel. The Borrowers hereby acknowledge that, notwithstanding the fact that the Note is secured by the Collateral, the obligation of each Borrower under the Note is a recourse obligation of each Borrower. Under no circumstances shall any Indemnified Party be liable to a Borrower for any lost profits or indirect, exemplary, punitive or consequential damages.resulting from:

Indemnities by the Borrowers. Without limiting any other rights which any such Person may have hereunder or under applicable law, and in consideration of the execution and delivery of this Agreement and the Facility evidenced by the Facility Documents, the Borrowers hereby agree to jointly and severally hereby agree to indemnify the LenderLenders, its the Lender Agent and their respective Affiliates, successors, permitted transferees and assigns and all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each an “Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities liabilities, obligations penalties, causes of action, demands, judgments, suits and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement(a) any transaction financed or to be financed in whole or in part, directly or indirectly, with the other proceeds of any Loan; (b) the entering into and performance of any Facility Document by any of the Indemnified Parties; (c) the Facility Documents, the Loans and the extension of the Commitments, the failure of any Obligor to comply with the terms of the Facility Documents or Requirements of Law, the inaccuracy of any representation or warranty of any Obligor set forth in the Facility Documents or in a certificate, instrument or document delivered in connection therewith, and the use by any Obligor of the proceeds of any Loans; (d) any investigation, litigation or proceeding related to any acquisition or proposed acquisition by any Obligor or any Subsidiary thereof of all or any portion of the capital stock or assets of any Person, whether or not an Indemnified Party is party thereto; and (e) any transaction contemplated hereby or thereby under the Facility Documents; excluding, however, (ai) Indemnified Amounts to the extent a court of competent jurisdiction in a final non-appealable judgment 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 Borrowers 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 a Borrower of its obligations under this Agreement), and (dii) any lost profits (other than in connection with Breakage Costs) or indirect, exemplary, punitive or consequential damages of any Indemnified Party; and (iii) any and all present or future taxes, fees, levies, imposts, deductions, duties, withholdings, assessments or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto, which shall be governed by the terms of Section 3.02. In Without limiting the foregoing, in any suit, proceeding or action brought by the Lender any Indemnified Party in connection with any Collateral for any sum owing thereunder, or to enforce any provisions of any Collateral, the Borrowers, jointly and severally, Borrowers will save, indemnify and hold the Lender applicable Indemnified 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 a either 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 such Borrowerthe Borrowers. The Borrowers also agree to reimburse the Lender Indemnified Parties as and when billed by the Lender such party for all the Lender’s out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with the enforcement or the preservation of the Lendersuch party’s rights under this Agreement, the NoteNotes, any other Facility Document, any Security Document, any Underlying Document or any transaction contemplated hereby or thereby, including without limitation the fees and disbursements of its counsel. The Borrowers hereby acknowledge that, notwithstanding the fact that the Note is Notes are secured by the Collateral, the obligation of each Borrower the Borrowers under the Note is a Notes are recourse obligation obligations of each Borrowerthe Borrowers. Under no circumstances shall any Indemnified Party be liable to a Borrower the Borrowers for any lost profits (other than in connection with Breakage Costs) or indirect, exemplary, punitive or consequential damages.

Indemnities by the Borrowers. Without limiting any other rights which any such Person may have hereunder or under applicable law, and in consideration of the execution and delivery of this Agreement and the Facility evidenced by the Facility Documents, the Borrowers hereby agree to jointly and severally hereby agree to indemnify the LenderLenders, its the Credit Agent, each Collateral Holder and their respective Affiliates, successors, permitted transferees and assigns and all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each an “Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities liabilities, obligations penalties, causes of action, demands, judgments, suits and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement(a) any transaction financed or to be financed in whole or in part, directly or indirectly, with the other proceeds of any Loan; (b) the entering into and performance of any Facility Document by any of the Indemnified Parties; (c) the Facility Documents, the Loans and the extension of the Commitments, the failure of any Obligor to comply with the terms of the Facility Documents or Requirements of Law, the inaccuracy of any representation or warranty of any Obligor set forth in the Facility Documents or in a certificate, instrument or document delivered in connection therewith, and the use by any Obligor of the proceeds of any Loans; (d) any investigation, litigation or proceeding related to any acquisition or proposed acquisition by any Obligor or any Subsidiary thereof of all or any portion of the capital stock or assets of any Person, whether or not an Indemnified Party is party thereto; and (e) any transaction contemplated hereby or thereby under the Facility Documents; excluding, however, (ai) Indemnified Amounts to the extent a court of competent jurisdiction in a final non-appealable judgment 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 Borrowers 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 a Borrower of its obligations under this Agreement), and (dii) any lost profits (other than in connection with Breakage Costs) or indirect, exemplary, punitive or consequential damages of any Indemnified Party; and (iii) any and all present or future taxes, fees, levies, imposts, deductions, duties, withholdings, assessments or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto, which shall be governed by the terms of Section 3.02. In Without limiting the foregoing, in any suit, proceeding or action brought by the Lender any Indemnified Party in connection with any Collateral for any sum owing thereunder, or to enforce any provisions of any Collateral, the Borrowers, jointly and severally, Borrowers will save, indemnify and hold the Lender applicable Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, 39 Credit Agreement set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by a either 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 such Borrowerthe Borrowers. The Borrowers also agree to reimburse the Lender Indemnified Parties as and when billed by the Lender such party for all the Lender’s out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with the enforcement or the preservation of the Lendersuch party’s rights under this Agreement, the NoteNotes, any other Facility Document, any Security Document, any Underlying Document or any transaction contemplated hereby or thereby, including without limitation the fees and disbursements of its counsel. The Borrowers hereby acknowledge that, notwithstanding the fact that the Note is Notes are secured by the Collateral, the obligation of each Borrower the Borrowers under the Note is a Notes are recourse obligation obligations of each Borrowerthe Borrowers. Under no circumstances shall any Indemnified Party be liable to a Borrower the Borrowers for any lost profits (other than in connection with Breakage Costs) or indirect, exemplary, punitive or consequential damages.

Indemnities by the Borrowers. Without limiting any other rights which any such Person may have hereunder or under applicable law, the Borrowers jointly and severally hereby agree to indemnify indemnify, the Lender, its Affiliates, successors, permitted transferees and assigns and all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each an “Indemnified Party”), 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 “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement, the other Facility Documents, or any transaction contemplated hereby or thereby excluding, however, (a) Indemnified Amounts to the extent 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 Borrowers to the Lender, the amount of such excess, and (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 a Borrower of its obligations under this Agreement), and (d) any lost profits or indirect, exemplary, punitive or consequential damages of any Indemnified Party. 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 Borrowers, jointly and severally, Borrowers 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 breach by a either 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 such Borrowerthe Borrowers. The Borrowers also agree to reimburse the Lender as and when billed by the Lender for all the Lender’s reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of the Lender’s rights under this 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 Borrowers hereby acknowledge that, notwithstanding the fact that the Note is secured by the Collateral, the obligation of each Borrower the Borrowers under the Note is a recourse obligation of each Borrowerthe Borrowers. Under no circumstances shall any Indemnified Party be liable to a Borrower the Borrowers for any lost profits or indirect, exemplary, punitive or consequential damages.

Indemnities by the Borrowers. (a) Without limiting any other rights which the Lender or its assignee or any such Person of their respective Affiliates may have hereunder or under applicable law, each of the Borrowers jointly shall release, defend, indemnify and severally hereby agree to indemnify hold harmless the Lender, Affiliates of the Lender and its Affiliates, successors, permitted transferees and assigns and all their respective officers, directors, shareholders, controlling personspartners, employees members, owners, employees, agents, attorneys, Affiliates and agents of any of the foregoing advisors (each an “Indemnified PartyPerson” and collectively the “Indemnified Persons”), forthwith on demanda net after-tax basis, from and against any and all damagesliabilities, obligations, losses, claimsdamages, liabilities and related costs penalties, actions, judgments, suits, taxes (other than taxes with respect to which such Borrower is expressly not required to pay Additional Amounts under Section 8.4(a)), fees, costs, expenses (including reasonable legal fees and expenses), including attorneys’ fees and disbursements penalties or fines of any kind that may be imposed on, incurred by or asserted against such Indemnified Person (all of collectively, the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by in any of them way relating to, arising out of or as a result of this Agreementresulting from or in connection with (i) the Transaction Documents, the Tax Liens, the other Facility DocumentsCollateral, the Loans, any Property or related property, or any action taken or omitted to be taken by any Borrower, the Servicer, any Indemnified Person or any of their respective employees, managers, officers, directors or agents in connection with or under any of the foregoing, or any transaction contemplated hereby or thereby excludingthereby, howeveror any amendment, supplement or modification of, or any waiver or consent under or in respect of any Transaction Document, any Loan or any Collateral, (aii) Indemnified Amounts any claims, actions or damages by a Property Owner or lessee with respect to a Tax Lien or the related Property, (iii) any violation or alleged violation of, non-compliance with or liability under any Requirements of Law, (iv) ownership of, Liens on, security interests in or the exercise of rights or remedies under any of the items referred to in the preceding clause (i), (v) any accident, injury to or death of any person or loss of or damage to property occurring in, on or about any Property or on the adjoining sidewalks, curbs, parking areas, streets or ways, (vi) any use, nonuse or condition in, on or about, or possession, alteration, repair, operation, maintenance or management of, any Property or on the adjoining sidewalks, curbs, parking areas, streets or ways, (vii) any failure by any Borrower or the Servicer or any of their respective employees, managers, officers, directors or agents to perform or comply with any Transaction Document, Tax Lien, Requirements of Law or Applicable Statute, (viii) performance of any labor or services or the furnishing of any materials or other property in respect of any Property, (ix) any claim by brokers, finders or similar Persons claiming to be entitled to a commission in connection with any lease or other transaction involving any Transaction Document or Property, (x) any taxes attributable to the extent execution, delivery, filing or recording of any Transaction Document or any memorandum of any of the foregoing, (xi) any Lien or claim arising on or against any item of Collateral or any Property or any liability asserted against the Lender or any Indemnified Person with respect thereto, (xii) (1) a past, present or future violation or alleged violation of any Environmental Laws in connection with any property or Property by any Person or other source, whether related or unrelated to the Borrowers, the Servicer or any Property Owner, (2) any presence of any Materials of Environmental Concern in, on, within, above, under, near, affecting or emanating from any Property, (3) the failure to timely perform any Remedial Work, (4) any past, present or future activity by any Person or other source, whether related or unrelated to the Borrowers, the Servicer or any Property Owner in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from any Property of any Materials of Environmental Concern at any time located in, under, on, above or affecting any Property, (5) any past, present or future actual Release (whether intentional or unintentional, direct or indirect, foreseeable or unforeseeable) to, from, on, within, in, under, near or affecting any Property by any Person or other source, whether related or unrelated to the Borrowers, the Servicer or any Property Owner, (6) the imposition, recording or filing or the threatened imposition, recording or filing of any Lien on any Property with regard to, or as a result of, any Materials of Environmental Concern or pursuant to any Environmental Law, or (7) any misrepresentation or failure to perform any obligations pursuant to any Transaction Document or Tax Lien File to environmental matters in any way, (xiii) any Borrower’s or the Servicer’s conduct, activities, actions and/or inactions in connection with, relating to or arising out of any of the foregoing clauses of this Section 8.1, that, in each case, results from anything whatsoever other than any Indemnified Person’s gross negligence or intentional misconduct, as determined by a court of competent jurisdiction determines that they resulted from gross negligencepursuant to a final, 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 Borrowers 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 a Borrower of its obligations under this Agreement), and (d) any lost profits or indirect, exemplary, punitive or consequential damages of any Indemnified Partynon-appealable judgment. In any suit, proceeding or action brought by the Lender any Person in connection with any Collateral for any sum owing thereunder, Tax Lien or to enforce any provisions other item of any Collateral, each of the Borrowers, jointly and severally, will saveBorrowers shall defend, indemnify and hold the Lender each Indemnified Person harmless from and against all expense, loss or damage suffered by reason of any defense, set-offsetoff, counterclaim, recoupment or reduction or of liability whatsoever in respect thereof or in connection therewith. In the case of an investigation, litigation or other proceeding to which the account debtor indemnity in this Section 8.1 applies, such indemnity shall be effective whether or obligor thereundernot such investigation, arising out of a breach litigation or proceeding is brought by a Borrower of any obligation thereunder Borrower, an Indemnified Person 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 such Borrower. The Borrowers also agree 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 Note, any other Facility Document Person or any transaction contemplated hereby Indemnified Person is otherwise a party thereto and whether or thereby, including without limitation the fees and disbursements of its counsel. The Borrowers hereby acknowledge that, notwithstanding the fact that the Note not any Transaction is secured by the Collateral, the obligation of each Borrower under the Note is a recourse obligation of each Borrower. Under no circumstances shall any Indemnified Party be liable to a Borrower for any lost profits or indirect, exemplary, punitive or consequential damagesentered into.

Indemnities by the Borrowers. (a) Without limiting any other rights which any such Person that 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 lawApplicable Law, the Borrowers each Borrower, jointly and severally severally, hereby agree agrees to indemnify the Lender, its Affiliates, successors, permitted transferees and assigns and all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each an “Borrower Indemnified Party”), forthwith on demand, Party from and against any and all damages, losses, claims, losses and liabilities (including reasonable and related costs and expenses, including attorneys’ fees and disbursements documented Attorney Costs) (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of resulting from this Agreement, the other Facility Documents, Agreement or any transaction contemplated hereby other Transaction Document or thereby the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Collateral; excluding, however, (a) Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction determines holds that they such Borrower Indemnified Amounts resulted solely from the fraud, gross negligence, bad faith negligence or willful misconduct on by the part Borrower Indemnified Party seeking indemnification or material breach by such Borrower Indemnified Party of such Indemnified Partythis Agreement or any other Transaction Document, (b) in the event Taxes 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 are covered by the Borrowers to the Lender, the amount of such excess, (c) taxes expressly excluded from Taxes in Section 3.02(a) above 5.03 (other than any such Taxes that are incremental and arise solely by reason of a breach by a Borrower of its obligations under this Agreement)represent losses, claims, damages, etc. arising from any non-Tax claim) and (dc) any lost profits Borrower Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or indirect, exemplary, punitive other financial inability to pay of the related Obligor. Without limiting or consequential damages of any Indemnified Party. In any suit, proceeding or action brought being limited by the Lender in connection with any Collateral for any sum owing thereunderforegoing, or to enforce any provisions of any Collateral, the Borrowerseach Borrower shall, jointly and severally, pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will savebe 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 and hold the Lender harmless such Borrower Indemnified Party from and against any and all expense, loss Borrower Indemnified Amounts relating to or damage suffered by reason of resulting from any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor following (but excluding Borrower Indemnified Amounts and Taxes described in clauses (a), (b) and (c) above): indicated, references in this Agreement to any Section, Schedule or obligor thereunder, arising out of a breach by a Borrower of any obligation thereunder Exhibit are to such Section Schedule or arising out of any other agreement, indebtedness or liability at any time owing Exhibit to or in favor of such account debtor or obligor or its successors from such Borrower. The Borrowers also agree 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, as the Notecase may be, and references in any other Facility Document Section, subsection, or clause to any transaction contemplated hereby subsection, clause or therebysubclause are to such subsection, including without limitation the fees and disbursements clause or subclause of its counsel. The Borrowers hereby acknowledge thatsuch Section, notwithstanding the fact that the Note is secured by the Collateral, the obligation of each Borrower under the Note is a recourse obligation of each Borrower. Under no circumstances shall any Indemnified Party be liable to a Borrower for any lost profits subsection or indirect, exemplary, punitive or consequential damagesclause.

Indemnities by the Borrowers. Without limiting any other rights which that the Administrative Agent, any such Person Managing Agent, any Lender, any Liquidity Provider, any other Program Support Provider, the Program Administrative Agent or any of their respective Affiliates, agents, employees, officers, and directors (each, an “Indemnified Party”) may have hereunder or under applicable lawLaw, the Borrowers hereby agree jointly and severally hereby agree to indemnify the Lender, its Affiliates, successors, permitted transferees each Indemnified Party and assigns and all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (hold each an “Indemnified Party”), forthwith on demand, Party harmless from and against any and all claims, damages, losses, claims, liabilities and related costs and expenses, costs, losses and liabilities, including attorneys’ fees and disbursements Attorney Costs (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of resulting from this Agreement, the other Facility Documentsuse of proceeds of Advances, or any transaction contemplated hereby interest therein, or thereby excludingthe purchase or other acquisition by the Borrowers of any Pool Receivable, howeverRelated Security or Contract pursuant to the Purchase and Contribution Agreements, or in respect of any other Transaction Document except (a) Indemnified Amounts to the extent a court of competent jurisdiction determines that they resulted resulting from gross negligence, bad faith negligence or willful misconduct on the part of such Indemnified Party, ; (b) for which indemnification would constitute recourse (except as otherwise specifically provided in this Agreement to be paid by the event that the Lender has assigned its rights or delegated its obligations Borrowers hereunder) for uncollectible Pool Receivables; and (c) 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 Borrowers 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 a Borrower of its obligations under this Agreement)represent losses, and (d) claims, damages, etc. arising from any lost profits or indirectnon-Tax claim. Without limiting the foregoing, exemplary, punitive or consequential damages of any Indemnified Party. In any suit, proceeding or action brought by but subject to the Lender exclusions set forth in connection with any Collateral for any sum owing thereunder, or to enforce any provisions of any Collateralthe preceding sentence, the BorrowersBorrowers shall pay on demand (which demand shall be accompanied by documentation of the Indemnified Amounts, jointly in reasonable detail) to each Indemnified Party any and severally, will save, all amounts necessary to indemnify and hold the Lender harmless such Indemnified Party from and against any and all expense, loss Indemnified Amounts relating to or damage suffered by reason of resulting from any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by a 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 such Borrower. The Borrowers also agree 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 Note, any other Facility Document or any transaction contemplated hereby or thereby, including without limitation the fees and disbursements of its counsel. The Borrowers hereby acknowledge that, notwithstanding the fact that the Note is secured by the Collateral, the obligation of each Borrower under the Note is a recourse obligation of each Borrower. Under no circumstances shall any Indemnified Party be liable to a Borrower for any lost profits or indirect, exemplary, punitive or consequential damages.following:

Indemnities by the Borrowers. (a) Without limiting any other rights which any such Person that 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 lawApplicable Law, the Borrowers each Borrower, jointly and severally severally, hereby agree agrees to indemnify the Lender, its Affiliates, successors, permitted transferees and assigns and all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each an “Borrower Indemnified Party”), forthwith on demand, Party from and against any and all damages, losses, claims, losses and liabilities (including reasonable and related costs and expenses, including attorneys’ fees and disbursements documented Attorney Costs) (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of resulting from this Agreement, the other Facility Documents, Agreement or any transaction contemplated hereby other Transaction Document or thereby the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Collateral; excluding, however, (a) Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction determines holds that they such Borrower Indemnified Amounts resulted solely from the fraud, gross negligence, bad faith negligence or willful misconduct on by the part Borrower Indemnified Party seeking indemnification or material breach by such Borrower Indemnified Party of such Indemnified Partythis Agreement or any other Transaction Document, (b) in the event Taxes 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 are covered by the Borrowers to the Lender, the amount of such excess, (c) taxes expressly excluded from Taxes in Section 3.02(a) above 5.03 (other than any such Taxes that are incremental and arise solely by reason of a breach by a Borrower of its obligations under this Agreement)represent losses, claims, damages, etc. arising from any non-Tax claim) and (dc) any lost profits Borrower Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or indirect, exemplary, punitive other financial inability to pay of the related Obligor. Without limiting or consequential damages of any Indemnified Party. In any suit, proceeding or action brought being limited by the Lender in connection with any Collateral for any sum owing thereunderforegoing, or to enforce any provisions of any Collateral, the Borrowerseach Borrower shall, jointly and severally, pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will savebe made at 117 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 and hold the Lender harmless such Borrower Indemnified Party from and against any and all expense, loss Borrower Indemnified Amounts relating to or damage suffered by reason of resulting from any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunderfollowing (but excluding Borrower Indemnified Amounts and Taxes described in clauses (a), arising out of a breach by a 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 such Borrower. The Borrowers also agree to reimburse the Lender as (b) 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 Note, any other Facility Document or any transaction contemplated hereby or thereby, including without limitation the fees and disbursements of its counsel. The Borrowers hereby acknowledge that, notwithstanding the fact that the Note is secured by the Collateral, the obligation of each Borrower under the Note is a recourse obligation of each Borrower. Under no circumstances shall any Indemnified Party be liable to a Borrower for any lost profits or indirect, exemplary, punitive or consequential damages.(c) above):

Indemnities by the Borrowers. Without limiting any other rights which any such Person Indemnified Party (as defined below) may have hereunder or under applicable law, the Borrowers hereby agree, jointly and severally hereby agree severally, to indemnify the LenderAgent, its Affiliatesthe Lenders, successors, permitted transferees each Affected Party and assigns each other Secured Party and all their respective officers, directors, shareholders, controlling persons, agents and employees and agents of any of the foregoing (each an “Indemnified Party”), 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 “Indemnified Amounts”) awarded against or reasonably incurred by any of them arising out of or as a result of this AgreementAgreement or the acquisition, either directly or indirectly, by any Secured Party of an interest in the other Facility DocumentsAssets, or any transaction contemplated hereby or thereby excluding, however, (a) Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction determines holds that they such Indemnified Amounts resulted from gross negligence, bad faith negligence or willful misconduct on the part of such Indemnified Party. Without limiting the generality of the foregoing indemnification, the Borrowers shall indemnify the Indemnified Parties for Indemnified Amounts (b) in the event that the Lender has assigned its rights or delegated its obligations including, without limitation, losses in respect of this Agreementuncollectible Assets, and the Indemnified Amounts with respect regardless of whether reimbursement therefor would constitute recourse to such assignee exceed the Indemnified Amounts that would otherwise have been payable by the Borrowers 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 a Borrower of its obligations under this Agreement), and (d) any lost profits or indirect, exemplary, punitive or consequential damages of any Indemnified Party. 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 Borrowers, jointly and severally, will save, indemnify and hold but excluding Indemnified Amounts to the Lender harmless from and against all expense, loss or damage suffered by reason of any defense, setextent final non-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out appealable judgment of a breach by a Borrower court of any obligation thereunder competent jurisdiction holds such Indemnified Amounts resulted from gross negligence or arising out willful misconduct on the part of any other agreement, indebtedness or liability at any time owing such Indemnified Party) relating to or in favor of such account debtor or obligor or its successors from such Borrower. The Borrowers also agree 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 Note, any other Facility Document or any transaction contemplated hereby or thereby, including without limitation the fees and disbursements of its counsel. The Borrowers hereby acknowledge that, notwithstanding the fact that the Note is secured by the Collateral, the obligation of each Borrower under the Note is a recourse obligation of each Borrower. Under no circumstances shall any Indemnified Party be liable to a Borrower for any lost profits or indirect, exemplary, punitive or consequential damages.resulting from:

Indemnities by the Borrowers. Without limiting any other rights which that the Administrative Agent, any such Person Managing Agent, any Lender, any Liquidity Provider, any other Program Support Provider, the Program Administrative Agent or any of their respective Affiliates, agents, employees, officers, and directors (each, an “Indemnified Party”) may have hereunder or under applicable lawLaw, the Borrowers hereby agree jointly and severally hereby agree to indemnify the Lender, its Affiliates, successors, permitted transferees each Indemnified Party and assigns and all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (hold each an “Indemnified Party”), forthwith on demand, Party harmless from and against any and all claims, damages, losses, claims, liabilities and related costs and expenses, costs, losses and liabilities, including attorneys’ fees and disbursements Attorney Costs (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of resulting from this Agreement, the other Facility Documentsuse of proceeds of Advances, or any transaction contemplated hereby interest therein, or thereby excludingthe purchase 162989721 or other acquisition by the Borrowers of any Pool Receivable, howeverRelated Security or Contract pursuant to the Purchase and Contribution Agreements, or in respect of any other Transaction Document except (a) Indemnified Amounts to the extent a court of competent jurisdiction determines that they resulted resulting from gross negligence, bad faith negligence or willful misconduct on the part of such Indemnified Party, ; (b) for which indemnification would constitute recourse (except as otherwise specifically provided in this Agreement to be paid by the event that the Lender has assigned its rights or delegated its obligations Borrowers hereunder) for uncollectible Pool Receivables; and (c) 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 Borrowers 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 a Borrower of its obligations under this Agreement)represent losses, and (d) claims, damages, etc. arising from any lost profits or indirectnon-Tax claim. Without limiting the foregoing, exemplary, punitive or consequential damages of any Indemnified Party. In any suit, proceeding or action brought by but subject to the Lender exclusions set forth in connection with any Collateral for any sum owing thereunder, or to enforce any provisions of any Collateralthe preceding sentence, the BorrowersBorrowers shall pay on demand (which demand shall be accompanied by documentation of the Indemnified Amounts, jointly in reasonable detail) to each Indemnified Party any and severally, will save, all amounts necessary to indemnify and hold the Lender harmless such Indemnified Party from and against any and all expense, loss Indemnified Amounts relating to or damage suffered by reason of resulting from any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by a 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 such Borrower. The Borrowers also agree 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 Note, any other Facility Document or any transaction contemplated hereby or thereby, including without limitation the fees and disbursements of its counsel. The Borrowers hereby acknowledge that, notwithstanding the fact that the Note is secured by the Collateral, the obligation of each Borrower under the Note is a recourse obligation of each Borrower. Under no circumstances shall any Indemnified Party be liable to a Borrower for any lost profits or indirect, exemplary, punitive or consequential damages.following:

Indemnities by the Borrowers. Without limiting any other rights which any such Person may have hereunder or under applicable law, and in consideration of the execution and delivery of this Agreement and the Facility evidenced by the Facility Documents, the Borrowers hereby agree to jointly and severally hereby agree to indemnify the LenderLenders, its the Lender Agent, the First Priority Collateral Agent, the Collateral Control Agent and their respective Affiliates, successors, permitted transferees and assigns and all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each an “Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities liabilities, obligations penalties, causes of action, demands, judgments, suits and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement(a) any transaction financed or to be financed in whole or in part, directly or indirectly, with the other proceeds of any Loan; (b) the entering into and performance of any Facility Document by any of the Indemnified Parties; (c) the Facility Documents, the Loans and the extension of the Commitments, the failure of any Obligor to comply with the terms of the Facility Documents or Requirements of Law, the inaccuracy of any representation or warranty of any Obligor set forth in the Facility Documents or in a certificate, instrument or document delivered in connection therewith, and the use by any Obligor of the proceeds of any Loans; (d) any investigation, litigation or proceeding related to any acquisition or proposed acquisition by any Obligor or any Subsidiary thereof of all or any portion of the capital stock or assets of any Person, whether or not an Indemnified Party is party thereto; and (e) any transaction contemplated hereby or thereby under the Facility Documents; excluding, however, (ai) Indemnified Amounts to the extent a court of competent jurisdiction in a final non-appealable judgment 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 Borrowers 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 a Borrower of its obligations under this Agreement), and (dii) any lost profits (other than in connection with Breakage Costs) or indirect, exemplary, punitive or consequential damages of any Indemnified Party; and (iii) any and all present or future taxes, fees, levies, imposts, deductions, duties, withholdings, assessments or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto, which shall be governed by the terms of Section 3.02. In Without limiting the foregoing, in any suit, proceeding or action brought by the Lender any Indemnified Party in connection with any Collateral for any sum owing thereunder, or to enforce any provisions of any Collateral, the Borrowers, jointly and severally, Borrowers will save, indemnify and hold the Lender applicable Indemnified 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 a either 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 such Borrowerthe Borrowers. The Borrowers also agree to reimburse the Lender Indemnified Parties as and when billed by the Lender such party for all the Lender’s out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with the enforcement or the preservation of the Lendersuch party’s rights under this Agreement, the NoteNotes, any other Facility Document, any Security Document or any transaction contemplated hereby or thereby, including without limitation the fees and disbursements of its counsel. The Borrowers hereby acknowledge that, notwithstanding the fact that the Note is Notes are secured by the Collateral, the obligation of each Borrower the Borrowers under the Note is a Notes are recourse obligation obligations of each Borrowerthe Borrowers. Under no circumstances shall any Indemnified Party be liable to a Borrower the Borrowers for any lost profits (other than in connection with Breakage Costs) or indirect, exemplary, punitive or consequential damages.

Indemnities by the Borrowers. Without limiting any other rights which any such Person may have hereunder or under applicable law(a) Each Borrower agrees to hold the Administrative Agent, the Borrowers jointly Lenders, the other Affected Parties and severally hereby agree to indemnify each of their Affiliates and the LenderAdministrative Agent, its the Lenders, the other Affected Parties and their Affiliates, successors, permitted transferees and assigns and all ’ officers, directors, shareholders, controlling personsmembers, employees managers, partners, owners, attorneys, employees, agents, Affiliates and agents of any of the foregoing advisors (each an “Indemnified Party” and collectively the “Indemnified Parties”), forthwith on demand, ) harmless from and indemnify any Indemnified Party against any and all damagesliabilities, losses, claimsdamages, liabilities and related costs and judgments, costs, expenses, including attorneys’ penalties and fines of any kind or nature whatsoever that may be imposed on, incurred by or asserted against such Indemnified Party, including, without limitation, fees and disbursements expenses of counsel (all of collectively, the foregoing being collectively referred to as “Indemnified Amounts”) awarded against ), relating to or incurred by any of them arising out of or as a result of (i) this Agreement, the other Facility Loan Documents, any Loan, any Collateral or any transaction contemplated hereby or thereby excludingthereby, howeveror (ii) any amendment, supplement or modification of, or any waiver or consent under or in respect of, this First Amended and Restated Revolving Loan Agreement (Wachovia and Arbor) 84 Agreement, the other Loan Documents, any Loan, any Collateral or any transaction contemplated hereby or thereby, or (iii) any violation of Applicable Law related to any of the foregoing (including, without limitation, violation of securities laws) and any civil penalties or fees assessed by OFAC against, and the reasonable costs and expenses (including fees and expenses of counsel) incurred in connection with the defense thereof by any Indemnified Party as a result of the conduct of any Borrower, any Guarantor or any Consolidated Subsidiary thereof that violates any sanctions enforced by the OFAC, or (iv) any and all Indemnified Amounts arising out of, attributable or relating to, accruing out of, or resulting from (1) a past, present or future violation or alleged violation of any Environmental Laws in connection with any Property or Underlying Mortgaged Property by any Person or other source, whether related or unrelated to any Borrower, any Guarantor or any obligor under a Mortgage Asset, (a2) any presence of any Materials of Environmental Concern in, on, within, above, under, near, affecting or emanating from any Property or Underlying Mortgaged Property, (3) the failure to timely perform any Remedial Work, (4) any past, present or future activity by any Person or other source, whether related or unrelated to any Borrower, any Guarantor or any obligor under a Mortgage Asset in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from any Property or Underlying Mortgaged Property of any Materials of Environmental Concern at any time located in, under, on, above or affecting any Property or Underlying Mortgaged Property, (5) any past, present or future actual Release (whether intentional or unintentional, direct or indirect, foreseeable or unforeseeable) to, from, on, within, in, under, near or affecting any Property or Underlying Mortgaged Property by any Person or other source, whether related or unrelated to any Borrower, any Guarantor or any obligor under a Mortgage Asset, (6) the imposition, recording or filing or the threatened imposition, recording or filing of any Lien on any Property or Underlying Mortgaged Property with regard to, or as a result of, any Materials of Environmental Concern or pursuant to any Environmental Law, or (7) any misrepresentation or inaccuracy in any representation or warranty in any material respect or material breach or failure to perform any covenants or other obligations pursuant to this Agreement, the other Loan Documents or any of the Mortgage Loan Documents or relating to environmental matters in any way including, without limitation, under any of the Mortgage Loan Documents, or (v) any matter or item covered by the indemnification provision contained in Subsection 10.5(b) of the Arbor Credit Agreement, mutatis mutandis, or (vi) any Borrower’s, any Guarantor’s, or any Affiliate’s conduct, duties, actions and/or inactions in connections with, related to or arising out of the foregoing clauses of this Subsection 11.1(a), that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Borrowers agree to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Indemnified Amounts relating to the extent or arising out of any violation or alleged violation of, noncompliance with or liability under any Applicable Law, rule or regulation (including, without limitation, Environmental Laws) with respect to any Property of a court of competent jurisdiction determines that they resulted Borrower or Guarantor or any Collateral that, in each case, results from gross negligence, bad faith or willful misconduct on the part of anything other than such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, (b) litigation or other proceeding to which the indemnity in the event that the Lender has assigned its rights this Section 11.1 applies, such indemnity shall be effective whether or delegated its obligations in respect not such investigation, litigation or proceeding is brought by any Borrower, any Guarantor or any of this Agreementtheir directors, and the shareholders, owners, partners, members, officers, managers, agents, Affiliates or creditors or an Indemnified Amounts with respect to such assignee exceed the Indemnified Amounts that would otherwise have been payable by the Borrowers to the Lender, the amount of such excess, (c) taxes expressly excluded from Taxes in Section 3.02(a) above (Party or any other than any such Taxes that are incremental and arise solely by reason of a breach by a Borrower of its obligations under this Agreement), and (d) any lost profits Person or indirect, exemplary, punitive or consequential damages of any Indemnified PartyParty is otherwise a party thereto and whether any transaction contemplated hereby is consummated. In any suit, proceeding or action brought by the Lender an Indemnified Party in connection with any Collateral for any sum owing thereunder, or to enforce any provisions of any Collateral, the Borrowers, jointly and severally, Borrowers will save, indemnify and hold the Lender such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or of liability whatsoever of the account debtor or obligor thereunder, thereunder arising out of a breach by a any Borrower or any Guarantor 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 such Borrowerany Borrower or any Guarantor. The Borrowers also First Amended and Restated Revolving Loan Agreement (Wachovia and Arbor) 85 agree to reimburse the Lender an Indemnified Party as and when billed by the Lender such Indemnified Party for all the Lendersuch Indemnified Party’s out-of-pocket costs costs, expenses and expenses fees incurred in connection with the enforcement or the preservation of the Lendersuch Indemnified Party’s rights under this Agreement, the Noteother Loan Documents, any other Facility Document or the Loan, the Collateral and any transaction contemplated hereby or thereby, including including, without limitation limitation, the reasonable fees and disbursements of its counsel. The Borrowers hereby acknowledge that, notwithstanding the fact that the Note is secured by the Collateral, the obligation of each Borrower under the Note is a recourse obligation of each Borrower. Under no circumstances shall any Indemnified Party be liable to a Borrower for any lost profits or indirect, exemplary, punitive or consequential damages.

Indemnities by the Borrowers. Without limiting any other rights which any such Person may have hereunder or under applicable law, and in consideration of the execution and delivery of this Agreement and the Facility evidenced by the Facility Documents, the Borrowers hereby agree to jointly and severally hereby agree to indemnify the LenderLenders, its the Lender Agent, each Collateral Holder, the “Lender Parties” under and as defined in the Original Loan Agreement and the “Credit Parties” under and as defined in the Original Credit Agreement and their respective Affiliates, successors, permitted transferees and assigns and all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each an “Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities liabilities, obligations penalties, causes of action, demands, judgments, suits and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement(a) any transaction financed or to be financed in whole or in part, directly or indirectly, with the other proceeds of any Loan; (b) the entering into and performance of any Facility Document by any of the Indemnified Parties; (c) the Facility Documents, the Loans and the extension of the Commitments, the failure of any Obligor or Restricted Entity to comply with the terms of the Facility Documents or Requirements of Law, the inaccuracy of any representation or warranty of any Obligor or Restricted Entity set forth in the Facility Documents or in a certificate, instrument or document delivered in connection therewith, and the use by any Obligor of the proceeds of any Loans; (d) any investigation, litigation or proceeding related to any acquisition or proposed acquisition by any Obligor or any Subsidiary thereof of all or any portion of the capital stock or assets of any Person, whether or not an Indemnified Party is party thereto; and (e) any transaction contemplated hereby or thereby under the Facility Documents; excluding, however, (a) Indemnified Amounts to the extent a court 5254878 08048307 41 Line 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 Credit Agreement, and the Indemnified Amounts with respect to such assignee exceed the Indemnified Amounts that would otherwise have been payable by the Borrowers 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 a Borrower of its obligations under this Agreement), and (d) any lost profits or indirect, exemplary, punitive or consequential damages of any Indemnified Party. 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 Borrowers, jointly and severally, 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 breach by a 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 such Borrower. The Borrowers also agree 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 Note, any other Facility Document or any transaction contemplated hereby or thereby, including without limitation the fees and disbursements of its counsel. The Borrowers hereby acknowledge that, notwithstanding the fact that the Note is secured by the Collateral, the obligation of each Borrower under the Note is a recourse obligation of each Borrower. Under no circumstances shall any Indemnified Party be liable to a Borrower for any lost profits or indirect, exemplary, punitive or consequential damages.