Common use of Indemnity and Expenses Clause in Contracts

Indemnity and Expenses. (a) Seller hereby agrees to hold Buyer and its Affiliates and each of their respective officers, directors, employees and agents (“Indemnified Parties”) harmless from and indemnify the Indemnified Parties against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses (including reasonable attorneys fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which may at any time (including, without limitation, such time as the Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, the Agreement or any Transactions thereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, that, in each case, results from anything other than Buyer’s gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify and hold Buyer 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 Seller 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 Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges its obligations hereunder are recourse obligations of Seller.

Indemnity and Expenses. (a) Seller hereby The Company agrees to indemnify, defend and hold Buyer and its Affiliates and harmless each of their respective officers, directors, employees and agents (“Indemnified Parties”) harmless from and indemnify the Indemnified Parties against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) Shareholder Representative Person and the documents delivered in connection herewith Rights Agent for, and therewithto hold each Shareholder Representative Person and the Rights Agent harmless against, other than net income taxes of Buyer)any loss, feesliability, costsjudgment, fine, penalty, claim, demand, suit, cost, damage or expense, including reasonable out-of-pocket expenses (including the reasonable attorneys fees costs and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loansexpenses of legal counsel) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which may at any time (including, without limitation, such time as the Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection withwith the Rights Agent’s and the Shareholder Representative’s respective duties under this Agreement, including the reasonable out-of-pocket costs and expenses of defending the Rights Agent and each individual member of the Committee that comprises or controls the Shareholder Representative against any claims, charges, demands, investigations, suits or loss or liability, or relating enforcement of its rights hereunder, unless it shall have been finally determined by a judgment of a court of competent jurisdiction to be a direct result of the Rights Agent’s or such Shareholder Representative Person’s, as applicable, gross negligence, bad faith or willful or intentional misconduct. The right to indemnification conferred in this Section 3.3(a) shall include the right to be paid or reimbursed by the Company for the reasonable expenses incurred by such Person entitled to be indemnified under this Section 3.3(a) who was, or is threatened to be made a named defendant or respondent in a claim, charge, demand, investigation or suit in advance of the final disposition thereof and without any determination as to the Person’s ultimate entitlement to indemnification. The rights granted pursuant to this Section 3.3(a) shall be deemed contract rights, and no amendment, modification or repeal of this Section 3.3(a) shall have the effect of limiting or denying any such rights with respect to claims, charges, demands, investigations and suits arising prior to any such amendment, modification or repeal. The Shareholder Representative Person’s aggregate liability to any Person with respect to, the Agreement arising from, or any Transactions thereunder arising in connection with this Agreement, or any action taken from all services provided or omitted to be taken provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by any Indemnified Party the Company to the Shareholder Representative as fees and charges, but not including reimbursable expenses. Indemnification under or this Section 3.3(a) shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. Any such amounts incurred by the Company in connection with any of the foregoing; provided, that Seller this Section 3.3(a) shall not be liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, that, in each case, results from anything other than Buyer’s gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify and hold Buyer 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 Seller 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 Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges its obligations hereunder are recourse obligations of SellerCasa Ley Sale Expense.

Indemnity and Expenses. (a) Seller hereby agrees The Guarantors, jointly and severally, agree to hold Buyer and its Affiliates indemnify the Agent, each Noteholder and each Related Party of their respective officers, directors, employees and agents any of the foregoing Persons (each such Person being called an “Indemnified PartiesIndemnitee”) against, and hold each Indemnitee harmless from and indemnify the Indemnified Parties against from, any and all liabilitieslosses, obligations, lossesclaims, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) liabilities and the documents delivered in connection herewith related costs and therewith, other than net income taxes of Buyer), fees, costs, expenses (including reasonable attorneys fees the fees, charges and disbursements and of any and all servicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoingcounsel for any Indemnitee), collectively “Indemnified Amounts”) which may at incurred by any time (including, without limitation, such time as the Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on Indemnitee or asserted against any Indemnified Party in Indemnitee by any way whatsoever Person (including an Obligor) arising out of or of, in connection with, or relating toas a result of (i) the execution or delivery of this Limited Guaranty, any other Note Purchase Document or any agreement or instrument contemplated hereby or thereby, the Agreement performance by the parties hereto of their respective obligations hereunder or any Transactions thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the use or proposed use of the proceeds therefrom, or (iii) any action taken actual or omitted prospective claim, litigation, investigation or proceeding relating to be taken by any Indemnified Party under or in connection with any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Obligor; providedprovided that such indemnity shall not, as to any Indemnitee, be available to the extent that Seller shall not be liable for Indemnified Amounts resulting such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless such Indemnitee or (y) result from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, that, in each case, results from anything other than Buyer’s gross negligence or willful misconduct. In any suit, proceeding or action a claim brought by Buyer any Obligor against an Indemnitee for a material breach in connection with any Purchased Loan for any sum owing thereunder, bad faith of such Indemnitee’s obligations hereunder or to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify and hold Buyer 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 Seller of any obligation thereunder or arising out of under any other agreementNote Purchase Document, indebtedness or liability at if any time owing to or such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges its obligations hereunder are recourse obligations of Sellercompetent jurisdiction.

Indemnity and Expenses. (a) Seller hereby Each Grantor agrees jointly and severally to indemnify, reimburse and hold Buyer the Holders, beneficial holders, Collateral Trustee and its Affiliates and each of their respective officers, directors, employees managers, members, employees, representatives and agents (“Indemnified Parties”hereinafter in this Section 10.1 referred to individually as "INDEMNITEE" and collectively as "INDEMNITEES") harmless from and indemnify the Indemnified Parties against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, taxes costs, expenses or disbursements (including stamp, excise, sales reasonable attorneys' fees and expenses) (for the purposes of this Section 10.1 the foregoing are collectively called "EXPENSES") for whatsoever kind or other taxes nature which may be payable imposed on, asserted against or determined to be payable with respect to incurred by any of the Purchased Loans Indemnitees in any way relating to or arising out of this Agreement or the documents executed in connection herewith or in connection any other way connected with any the administration of the transactions contemplated by the Agreement (hereby or the recharacterization enforcement of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses (including reasonable attorneys fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoingterms of or the preservation of any rights hereunder or in any way relating to or arising out of the manufacture, collectively “Indemnified Amounts”) which may at any time ownership, ordering, purchase, delivery, control, acceptance, lease, financing, possession, operation, condition, sale, return or other disposition or use of the Collateral (including, without limitation, such time as latent or other defects, whether or not discoverable), the Agreement shall no longer be in effect and violation of the Transactions shall have been repaid in full) be applicable laws of any country, state or other governmental body or unit, any tort (including, without limitation, claims arising or imposed on or asserted against any Indemnified Party in any way whatsoever arising out under the doctrine of or in connection withstrict liability, or relating tofor or on account of injury to or the death of any Person (including any Indemnitee), the Agreement or for property damage) or any Transactions thereunder contract claim; provided that no Indemnitee shall be indemnified pursuant to this Section 10.1 for expenses to the extent caused by or any action taken or omitted attributable to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of such Indemnitee. Each Grantor agrees that upon written notice by any Indemnified PartyIndemnitee of any assertion that could give rise to an expense, such Grantor shall assume full responsibility for the defense thereof. Without limiting the generality of the foregoing, Seller Each Indemnitee agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect use commercially reasonable efforts to all Purchased Loans relating to or arising out promptly notify such Grantor of any violation or alleged violation such assertion of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, that, in each case, results from anything other than Buyer’s gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify and hold Buyer 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 Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of which such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges its obligations hereunder are recourse obligations of SellerIndemnitee has knowledge.

Indemnity and Expenses. (a) Seller The Pledgor hereby agrees to hold Buyer indemnifies and its Affiliates and each of their respective officers, directors, employees and agents (“Indemnified Parties”) holds harmless the Administrative Agent from and indemnify the Indemnified Parties against any and all liabilities, obligationsclaims, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses (including reasonable attorneys fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which may at any time (including, without limitation, such time as the Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever liabilities arising out of or in connection withresulting from this Pledge Agreement (including enforcement of this Pledge Agreement), except claims, losses, or relating to, the Agreement or any Transactions thereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for Indemnified Amounts liabilities resulting from the gross negligence or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, that, in each case, results from anything other than BuyerAdministrative Agent’s gross negligence or willful misconduct; PROVIDED, HOWEVER, THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT THE ADMINISTRATIVE AGENT BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL. In any suitThe Pledgor shall pay (i) all legal and other reasonable out-of-pocket expenses incurred by the Administrative Agent, proceeding or action brought by Buyer including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection with the preparation, execution, delivery and administration of this Pledge Agreement and any Purchased Loan for any sum owing thereunderamendments, modifications or waivers of the provisions hereof or thereof, (ii) all legal and other reasonable out-of-pocket expenses incurred by the Administrative Agent in connection with the custody, preservation, use, or operation of, or the sale of, collection from, or other realization upon, any of the Collateral, (iii) the filing, recording, refiling or rerecording of the Pledge Agreements and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to, and all releases and terminations of, any thereof and any and all other documents or instruments of further assurance required to enforce any provisions be filed or recorded or refiled or rerecorded by the terms hereof, and (iv) all out-of-pocket expenses incurred by the Administrative Agent, including the fees, charges and disbursements of any Purchased Loan Documentscounsel for the Administrative Agent, Seller will save, indemnify and hold Buyer 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 Seller 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 Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements protection of its counsel. Seller hereby acknowledges its obligations hereunder are recourse obligations of Sellerrights in connection with this Pledge Agreement.

Indemnity and Expenses. (a) Seller hereby Grantor agrees to indemnify, reimburse and hold Buyer the Trustee, Beneficiary, each other Lender and its Affiliates and each of their respective officerssuccessors, directorsassigns, employees employees, affiliates and agents (hereinafter in this Section 8.16 referred to individually as “Indemnified PartiesIndemnitee,” and collectively as “Indemnitees”) harmless from and indemnify the Indemnified Parties against any and all liabilities, obligations, lossesdamages, damagesinjuries, penalties, claims, demands, actions, judgments, suits, taxes judgments and any and all costs, expenses or disbursements (including stampreasonable attorneys’ fees and expenses) (for the purposes of this Section 8.16 the foregoing are collectively called “expenses”) of whatsoever kind and nature imposed on, excise, sales asserted against or other taxes which may be payable or determined to be payable with respect to incurred by any of the Purchased Loans Indemnitees in any way relating to or arising out of this Deed of Trust or in connection any other way connected with any the administration of the transactions contemplated by the Agreement (hereby or the recharacterization enforcement of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses (including reasonable attorneys fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoingterms of, collectively “Indemnified Amounts”) which may at or the preservation of any time rights under any thereof, or in any way relating to or arising out of the manufacture, ownership, ordering, purchase, delivery, control, acceptance, lease, financing, possession, operation, condition, sale, return or other disposition, or use of the Mortgaged Property (including, without limitation, such time as latent or other defects, whether or not discoverable), the Agreement shall no longer be in effect and violation of the Transactions shall have been repaid in full) be laws of any country, state or other governmental body or unit, any tort (including, without limitation, claims arising or imposed on or asserted against any Indemnified Party in any way whatsoever arising out under the doctrine of or in connection withstrict liability, or relating tofor or on account of injury to or the death of any Person (including any Indemnitee), or property damage), or contract claim; provided that no Indemnitee shall be indemnified pursuant to this Section 8.16 for losses, damages or liabilities to the Agreement or any Transactions thereunder or any action taken or omitted to be taken extent caused by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable decision). Grantor agrees that upon written notice by any Indemnified Party. Without limiting the generality Indemnitee of the foregoingassertion of such a liability, Seller obligation, damage, injury, penalty, claim, demand, action, suit or judgment, Grantor shall assume full responsibility for the defense thereof. Each Indemnitee agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect use its best efforts to all Purchased Loans relating to or arising out promptly notify Grantor of any violation or alleged violation such assertion of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, that, in each case, results from anything other than Buyer’s gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify and hold Buyer 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 Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of which such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges its obligations hereunder are recourse obligations of SellerIndemnitee has knowledge.

Indemnity and Expenses. (a) Seller hereby The Company agrees to indemnify, defend and hold Buyer harmless each Shareholder Representative Person for, and its Affiliates and each of their respective officershold the Rights Agent harmless against, directorsany loss, employees and agents (“Indemnified Parties”) harmless from and indemnify the Indemnified Parties against any and all liabilitiesliability, obligationsclaim, lossesdemand, damagessuit, penaltiescost, actionsdamage or expense, judgments, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses (including reasonable attorneys fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which may at any time (including, without limitation, such time as the Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever out-of-pocket expenses arising out of or in connection withwith the Rights Agent’s and the Shareholder Representative’s respective duties under this Agreement, including the reasonable out-of-pocket costs and expenses of defending the Rights Agent and each individual member of the Committee that comprises or controls the Shareholder Representative against any claims, charges, demands, investigations, suits or loss or liability, unless it shall have been finally determined by a court of competent jurisdiction to be a direct result of the Rights Agent’s or such Shareholder Representative Person’s gross negligence, bad faith or willful or intentional misconduct. The right to indemnification conferred in this Section 3.3(a) shall include the right to be paid or reimbursed by the Company for the reasonable expenses incurred by such Person entitled to be indemnified under this Section 3.3(a) who was, or relating is threatened to be made a named defendant or respondent in a claim, charge, demand, investigation or suit in advance of the final disposition thereof and without any determination as to the Person’s ultimate entitlement to indemnification. The rights granted pursuant to this Section 3.3(a) shall be deemed contract rights, and no amendment, modification or repeal of this Section 3.3(a) shall have the effect of limiting or denying any such rights with respect to claims, charges, demands, investigations and suits arising prior to any such amendment, modification or repeal. The Shareholder Representative Person’s aggregate liability to any Person with respect to, the Agreement arising from, or any Transactions thereunder arising in connection with this Agreement, or any action taken from all services provided or omitted to be taken provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by any Indemnified Party the Company to the Shareholder Representative as fees and charges, but not including reimbursable expenses. Indemnification under or this Section 3.3(a) shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. Any such amounts incurred by the Company in connection with any of the foregoing; provided, that Seller this Section 3.3(a) shall not be liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, that, in each case, results from anything other than Buyer’s gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify and hold Buyer 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 Seller 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 Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges its obligations hereunder are recourse obligations of SellerCasa Ley Sale Expense.

Indemnity and Expenses. (a) Seller hereby agrees to The Mortgagor shall indemnify and hold Buyer and its Affiliates harmless each of the Mortgagee and each of their respective officers, directors, employees and agents (“Indemnified Parties”) harmless other Indemnitee from and indemnify the Indemnified Parties against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) claims and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses (including reasonable attorneys fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which may at any time (including, without limitation, such time as Attorney Costs (which shall be limited to one (1) counsel to the Agreement shall no longer be Secured Parties (exclusive of one local counsel in effect each relevant jurisdiction), unless (x) the interests of the Collateral Agent and the Transactions shall have been repaid other Secured Parties are sufficiently divergent, in fullwhich case one (1) additional counsel may be appointed and (y) if the interests of any Secured Party or group of Secured Parties (other than all of the Secured Parties) are distinctly or disproportionately affected, one (1) additional counsel for such Secured Party or group of Secured Parties)) of any kind or nature whatsoever which may at any time be imposed on on, incurred by or asserted against any Indemnified Party such Indemnitee in any way whatsoever relating to or arising out of or in connection withwith (i) the execution, delivery, enforcement, performance or relating to, the Agreement administration of this Mortgage or any Transactions thereunder other agreement, letter or any action taken or omitted to be taken by any Indemnified Party under or instrument delivered in connection with the transactions contemplated hereby or the consummation of the transactions contemplated hereby; (ii) any actual or alleged presence or release of Hazardous Materials on or from the Property, or any Environmental Liability related in any way to the Property, (iii) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, street or ways, (iv) any conduct or misconduct of the Mortgagor, any lessee or other occupant of any of the Property, or any of their respective agents, contractors, subcontractors, servants, employees, licensees or invitees, and (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; providedprovided that such indemnity shall not, as to any Indemnitee, be available to the extent that Seller shall not be liable for Indemnified Amounts resulting such liabilities, losses, damages, claims or costs (x) have resulted from the gross negligence or willful misconduct of any Indemnified Party. Without limiting the generality such Indemnitee or breach of the foregoing, Seller agrees to hold Buyer harmless Finance Documents by such Indemnitee as determined by the final non-appealable judgment of a court of competent jurisdiction or (y) arise from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans relating to or arising out claims of any violation of the Secured Parties solely against one or alleged violation more Secured Parties that have not resulted from any misrepresentation, default or the breach of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, that, in each case, results from anything other than Buyer’s gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify and hold Buyer 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 Seller 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 Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the Agreement and any other Transaction Finance Document or any transaction actual or alleged performance or non-performance by the Mortgagor, the Borrower or one of their Subsidiaries or other Affiliates or any of their respective officers, directors, stockholders, partners, members, employees, agents, representatives or advisors. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 4.04 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, shareholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereby hereunder or therebyunder any of the other Finance Documents is consummated. All amounts due under this Section 4.04 shall be paid promptly after receipt by the Mortgagor of an invoice in reasonable detail. The agreements in this Section 4.04 shall survive the resignation of the Mortgagee, including without limitation the reasonable fees replacement of any Lender, the termination of the Aggregate Commitments, the repayment, satisfaction or discharge of all the other Secured Obligations, the termination of the security interests created hereunder and disbursements the release of its counsel. Seller hereby acknowledges its obligations the Liens created hereunder are recourse obligations on all or any portion of Sellerthe Mortgaged Property.

Indemnity and Expenses. (a) Seller hereby agrees to hold Buyer and its indemnify Buyer, Buyer’s Affiliates and each of their respective officers, directors, employees and agents (“Indemnified Parties”) harmless from and indemnify the Indemnified Parties against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costsreasonable, out-of-pocket costs and expenses or disbursements (including reasonable attorneys and documented attorneys’ fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loansof outside counsel) or disbursements (all of the foregoingforegoing included amounts, collectively “Indemnified Amounts”) which that may at any time (including, without limitation, such time as the this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, or as a result of, this Agreement, the Agreement other Transaction Documents, any Event of Default or any Transactions thereunder Transaction or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, provided that Seller shall not be liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of any Indemnified Party. . Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, that, the Truth in each case, results from anything other than Buyer’s gross negligence or willful misconductLending Act and/or the Real Estate Settlement Procedures Act. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Loan DocumentsAsset, Seller will shall save, indemnify and hold Buyer harmless from and against all expense, loss or damage Indemnified Amounts 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 any Seller Party or any Affiliate thereof 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 Seller. Seller also agrees to reimburse an Indemnified Party Buyer as and when billed by such Indemnified Party Buyer for all such Indemnified PartyBuyer’s out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified PartyBuyer’s rights under the Agreement and any other Transaction Document or any transaction contemplated hereby or therebyTransaction, including without limitation the reasonable and documented fees and disbursements of its counsel. Seller hereby acknowledges its that the obligations of Seller hereunder are recourse obligations of Seller.

Indemnity and Expenses. (a) Seller hereby agrees to hold Buyer and its Buyer’s Affiliates and each of their respective officers, directors, directors and employees and agents (the “Indemnified Parties”) harmless from and indemnify the Indemnified Parties against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes which that may be payable or determined to be payable with respect to any of the Purchased Loans Assets or in connection with any of the transactions contemplated by the this Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer)therewith , fees, costs, costs and expenses (including reasonable attorneys attorneys’ fees and disbursements and any and all servicing and enforcement costs incurred with respect to the Purchased LoansAssets) or disbursements (other than special, punitive or consequential damages, which shall in no event be payable by Seller unless arising from a third party claim against Buyer) (all of the foregoing, collectively collectively, “Indemnified Amounts”) which that may at any time (including, without limitation, such time as the this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, the this Agreement or any Transactions thereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, provided that Seller shall not be liable for Indemnified Amounts resulting from the bad faith, gross negligence or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer each Indemnified Party harmless from and indemnify Buyer each Indemnified Party against all Indemnified Amounts with respect to all Purchased Loans Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or Real Estate Settlement Procedures Act, that, in each case, results from anything other than Buyer’s the gross negligence or willful misconductmisconduct of an Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Asset Documents, Seller will save, indemnify and hold Buyer harmless from and against all expenseexpenses, loss or damage suffered by Buyer 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 Seller 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 Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the this Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that its obligations hereunder are recourse obligations of Seller. This Section 20(a) shall not apply to any Indemnified Amounts that represent Taxes other than any Taxes that represent losses, claims, damages, etc. resulting from a non-Tax claim.

Indemnity and Expenses. (a) Seller The Pledgors jointly and severally agree to indemnify and hereby agrees to hold Buyer indemnify the Pledgee and its Affiliates successors and each of assigns and their respective directors, officers, directorsagents, employees employees, advisors, shareholders, attorneys and agents Affiliates (“each, an "Indemnified Parties”Party") harmless from and indemnify the Indemnified Parties against any and all liabilitiesClaims (except, obligationsin the case of each Indemnified Party, lossesto the extent that any Claim is determined in a final and non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party's gross negligence or willful misconduct) arising out of or by reason of (i) any litigation, damagesinvestigation, penalties, actions, judgments, suits, taxes claim or proceeding related to (including stamp, excise, sales A) this Agreement or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by hereby or (B) the Pledgee's entering into this Agreement or any other agreements and documents relating hereto (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes consequential damages and loss of Buyeranticipated profits or earnings), fees, costs, expenses (including reasonable attorneys fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which may at any time (including, without limitation, such time as the Agreement shall no longer be amounts paid in effect settlement, court costs and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out fees and disbursements of or in connection with, or relating to, the Agreement or any Transactions thereunder or any action taken or omitted to be taken by any Indemnified Party under or counsel incurred in connection with any of the foregoing; providedsuch litigation, that Seller shall not be liable for Indemnified Amounts resulting from the gross negligence investigation, claim or willful misconduct of proceeding and (ii) any Indemnified Party. Without limiting the generality of the foregoingpending, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans relating to threatened or arising out of any violation or alleged violation of any environmental lawactual action, rule or regulation or any consumer credit laws, including without limitation ERISA, that, in each case, results from anything other than Buyer’s gross negligence or willful misconduct. In any suitclaim, proceeding or action brought suit by Buyer in connection with any Purchased Loan for any sum owing thereunder, shareholder or to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify and hold Buyer 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 director of a breach by Seller Pledgor or any actual or purported violation of any obligation thereunder a Pledgor's Governing Documents or arising out of any other agreementagreement or instrument to which a Pledgor is a party or by which any of its properties is bound. In addition, indebtedness or liability at any time owing the Pledgors shall, upon demand, pay to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for the Pledgee all such Indemnified Party’s costs and expenses incurred in connection with by the enforcement or Pledgee (including the preservation of such Indemnified Party’s rights under the Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of counsel and other professionals) in connection with (a) enforcing or defending its counselrights under or in respect of this Agreement or any other document or instrument now or hereafter executed and delivered in connection herewith, (b) collecting the Obligations or otherwise administering this Agreement and (c) foreclosing or otherwise realizing upon the Collateral or any part thereof. Seller hereby acknowledges its If and to the extent that the obligations of the Pledgors hereunder are recourse unenforceable for any reason, the Pledgors hereby agree to make the maximum contribution to the payment and satisfaction of such obligations that is permissible under applicable law. The Pledgors' obligations under this Section 13 shall survive any termination of Sellerthis Agreement, the termination, expiration or Collateralization of all Letters of Credit and the payment in full of the Obligations, and are in addition to, and not in substitution of, any of the other Obligations.

Indemnity and Expenses. (a) Seller hereby agrees to hold Buyer and its respective Affiliates and each of their respective officers, directors, directors and employees and agents (the “Indemnified Parties”) harmless from and indemnify the Indemnified Parties against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales judgments or other taxes which suits that may be payable or determined to be payable with respect to any of the Purchased Loans Assets or in connection with any of the transactions contemplated by the this Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, therewith (other than net income taxes Taxes of Buyer), fees, costs, actual out of pocket costs and expenses (including reasonable attorneys out-of-pocket attorneys’ fees and disbursements of outside counsel and any and all servicing and enforcement costs incurred with respect to the Purchased LoansAssets) or disbursements (all of the foregoing, collectively collectively, “Indemnified Amounts”) which that may at any time (including, without limitation, such time as the this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, the this Agreement or any Transactions thereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, provided that Seller shall not be liable for Indemnified Amounts resulting from the bad faith, gross negligence or willful misconduct of any Indemnified PartyParty or for any overhead expenses of Buyer. Without limiting the generality of the foregoing, Seller agrees to hold Buyer each Indemnified Party harmless from and indemnify Buyer each Indemnified Party against all Indemnified Amounts with respect to all Purchased Loans Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or Real Estate Settlement Procedures Act, that, in each case, results from anything other than Buyer’s the bad faith, gross negligence or willful misconductmisconduct of an Indemnified Party. Notwithstanding the foregoing, Seller’s indemnification obligations with respect to violations of applicable law and environmental matters shall expire after an Event of Default has occurred and is continuing and Buyer has consummated its remedies hereunder with respect to all of the Purchased Assets subject to Transactions; provided, that Seller’s indemnification shall only expire with respect to any acts or omissions that occurred after the date of such consummation by Buyer of such remedies so long as such acts or omissions were not caused by Seller or an Affiliate or at the direction of Seller or its Affiliates; provided, further, that to the extent of Seller’s indemnification obligations which have not expired pursuant to the preceding proviso, Buyer hereby acknowledges and agrees that Buyer shall have exhausted Buyer’s remedies pursuant to the related Purchased Asset and Purchased Asset Documents, including, without limitation, any such remedies contained in any environmental indemnity agreements of the underlying obligors therefor, prior to pursuing any indemnification remedy against Seller. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Asset Documents, Seller will save, indemnify and hold Buyer harmless from and against all expenseexpenses, loss or damage suffered by Buyer 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 Seller 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 Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the this Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that its obligations hereunder are recourse obligations of Seller. Indemnified Amounts shall not include Taxes other than any Taxes that represent provable losses, claims or damages arising from a non-Tax claim.

Indemnity and Expenses. (a) Seller Sellers (in such capacities, “Indemnifying Parties”) hereby agrees agree on a joint and several basis to hold Buyer Buyer, Repo Agent and its each of their respective Affiliates and each of their respective officers, directorsdirectors and employees, employees and agents (“Indemnified Parties”) harmless from and indemnify the Indemnified Parties against any and all claims, damages, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses (including reasonable attorneys attorneys’ fees and disbursements of outside counsel) and any and all servicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which that may at any time (including, without limitation, such time as the this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted or awarded against any Indemnified Party in any way whatsoever arising out of or in connection with, with or relating toto (i) this Agreement, any other Transaction Document, any Purchased Loan(s) or any other Repurchase Asset(s), (ii) any breach of a representation, warranty or covenant of any Relevant Party or such Relevant Party’s officers in this Agreement, any other Transaction Document or in any Officer’s Certificate or other document delivered pursuant hereto or thereto, and any and all actions taken or omissions pursuant hereto or thereto; provided, that, in the case of any representation or warranty set forth in Exhibit III, all determinations as to the existence of a breach of any such representation or warranty shall be made without reference to any qualification as to any Relevant Party’s knowledge, it being understood that all such qualifications are made in the interest of full and fair disclosure and to preclude claim of fraud and misrepresentation, but are not intended to limit the remedies available under this Section 19 for breach of any such representation or warranty) or (iii) any Transactions, the actual or proposed use of the proceeds of the Transactions, this Agreement or any Transactions thereunder other Transaction Document or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; providedtransactions contemplated hereby or thereby, that Seller shall not be liable for including, without limitation, any acquisition or proposed acquisition or any indemnity payable under any Servicing Agreement or other servicing arrangement, except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Amounts resulting from the Party’s gross negligence or willful misconduct of any Indemnified Partymisconduct. Without limiting the generality of the foregoing, Seller agrees Indemnifying Parties agree to hold Buyer each Indemnified Party harmless from and indemnify Buyer each Indemnified Party against all Indemnified Amounts with respect to any and all Purchased Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit or other laws, including without limitation ERISA, that, in each case, results from anything other than Buyer’s the gross negligence or willful misconductmisconduct of an Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Seller Indemnifying Parties will save, indemnify and hold Buyer harmless from and against all actual, out-of-pocket expense, loss or damage suffered by Buyer 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 Seller Indemnifying Parties 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 SellerIndemnifying Parties. Seller Indemnifying Parties also agrees agree to reimburse an each Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the this Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its outside counsel. Seller To the extent permitted by applicable law, each of Indemnifying Parties and Xxxxx agrees that it shall not assert, and each of Indemnifying Parties and Buyer hereby waives, any claim against the other party, and its directors, employees, attorneys or agents, on any theory of liability for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any other Transaction Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Transaction or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each of Indemnifying Parties and Buyer hereby waives, releases and agrees not to sue upon any such claim or any such damages on any theory of liability for special, indirect, consequential or punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor. The provisions set forth in this Section 19(a) shall survive the termination of this Agreement. Each Indemnifying Party hereby acknowledges that its obligations hereunder are recourse course obligations of Sellersuch Indemnifying Party. This Section 19 shall not apply to claims with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnity and Expenses. (a) Seller hereby The Company agrees to indemnify, defend and hold Buyer and its Affiliates and harmless each of their respective officers, directors, employees and agents (“Indemnified Parties”) harmless from and indemnify the Indemnified Parties against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) Shareholder Representative Person and the documents delivered in connection herewith Rights Agent for, and therewithto hold each Shareholder Representative Person and the Rights Agent harmless against, other than net income taxes of Buyer)any loss, feesliability, costsjudgment, fine, penalty, claim, demand, suit, cost, damage or expense, including reasonable out-of-pocket expenses (including the reasonable attorneys fees costs and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loansexpenses of legal counsel) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which may at any time (including, without limitation, such time as the Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection withwith the Rights Agent’s and the Shareholder Representative’s respective duties under this Agreement, including the reasonable out-of-pocket costs and expenses of defending the Rights Agent and each individual member of the Committee that comprises or controls the Shareholder Representative against any claims, charges, demands, investigations, suits or loss or liability, or relating enforcement of its rights hereunder, unless it shall have been finally determined by a judgment of a court of competent jurisdiction to be a direct result of the Rights Agent’s or such Shareholder Representative Person’s, as applicable, gross negligence, bad faith or willful or intentional misconduct. The right to indemnification conferred in this Section 3.3(a) shall include the right to be paid or reimbursed by the Company for the reasonable expenses incurred by such Person entitled to be indemnified under this Section 3.3(a) who was, or is threatened to be made a named defendant or respondent in a claim, charge, demand, investigation or suit in advance of the final disposition thereof and without any determination as to the Person’s ultimate entitlement to indemnification. The rights granted pursuant to this Section 3.3(a) shall be deemed contract rights, and no amendment, modification or repeal of this Section 3.3(a) shall have the effect of limiting or denying any such rights with respect to claims, charges, demands, investigations and suits arising prior to any such amendment, modification or repeal. The Shareholder Representative Person’s aggregate liability to any Person with respect to, the Agreement arising from, or any Transactions thereunder arising in connection with this Agreement, or any action taken from all services provided or omitted to be taken provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by any Indemnified Party the Company to the Shareholder Representative as fees and charges, but not including reimbursable expenses. Indemnification under or this Section 3.3(a) shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. Any such amounts incurred by the Company in connection with any of the foregoing; provided, that Seller this Section 3.3(a) shall not be liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of any Indemnified Partyan LDI Sale Expense. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, that, in each case, results from anything other than Buyer’s gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify and hold Buyer 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 Seller 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 Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s The costs and expenses incurred in connection with enforcing this right of indemnification shall be paid by the enforcement or the preservation of such Indemnified Party’s rights under the Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges its obligations hereunder are recourse obligations of SellerCompany.

Indemnity and Expenses. (a) Seller Sellers (in such capacities, “Indemnifying Parties”) hereby agrees agree on a joint and several basis to hold Buyer Buyer, Repo Agent and its each of their respective Affiliates and each of their respective officers, directorsdirectors and employees, employees and agents (“Indemnified Parties”) harmless from and indemnify the Indemnified Parties against any and all claims, damages, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses (including reasonable attorneys attorneys’ fees and disbursements of outside counsel) and any and all servicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which that may at any time (including, without limitation, such time as the this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted or awarded against any Indemnified Party in any way whatsoever arising out of or in connection with, with or relating toto (i) this Agreement, any other Transaction Document, any Purchased Loan(s) or any other Repurchase Asset(s), (ii) any breach of a representation, warranty or covenant of any Relevant Party or such Relevant Party’s officers in this Agreement, any other Transaction Document or in any Officer’s Certificate or other document delivered pursuant hereto or thereto, and any and all actions taken or omissions pursuant hereto or thereto; provided, that, in the case of any representation or warranty set forth in Exhibit III, all determinations as to the existence of a breach of any such representation or warranty shall be made without reference to any qualification as to any Relevant Party’s knowledge, it being understood that all such qualifications are made in the interest of full and fair disclosure and to preclude claim of fraud and misrepresentation, but are not intended to limit the remedies available under this Section 19 for breach of any such representation or warranty) or (iii) any Transactions, the actual or proposed use of the proceeds of the Transactions, this Agreement or any Transactions thereunder other Transaction Document or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; providedtransactions contemplated hereby or thereby, that Seller shall not be liable for including, without limitation, any acquisition or proposed acquisition or any indemnity payable under any Servicing Agreement or other servicing arrangement, except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Amounts resulting from the Party’s gross negligence or willful misconduct of any Indemnified Partymisconduct. Without limiting the generality of the foregoing, Seller agrees Indemnifying Parties agree to hold Buyer each Indemnified Party harmless from and indemnify Buyer each Indemnified Party against all Indemnified Amounts with respect to any and all Purchased Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit or other laws, including without limitation ERISA, that, in each case, results from anything other than Buyer’s the gross negligence or willful misconductmisconduct of an Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Seller Indemnifying Parties will save, indemnify and hold Buyer harmless from and against all actual, out-of-pocket expense, loss or damage suffered by Buyer 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 Seller Indemnifying Parties 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 SellerIndemnifying Parties. Seller Indemnifying Parties also agrees agree to reimburse an each Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the this Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its outside counsel. Seller To the extent permitted by applicable law, each of Indemnifying Parties and Buyer agrees that it shall not assert, and each of Indemnifying Parties and Buyer hereby waives, any claim against the other party, and its directors, employees, attorneys or agents, on any theory of liability for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any other Transaction Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Transaction or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each of Indemnifying Parties and Buyer hereby waives, releases and agrees not to xxx upon any such claim or any such damages on any theory of liability for special, indirect, consequential or punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor. The provisions set forth in this Section 19(a) shall survive the termination of this Agreement. Each Indemnifying Party hereby acknowledges that its obligations hereunder are recourse course obligations of Sellersuch Indemnifying Party. This Section 19 shall not apply to claims with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnity and Expenses. (a) Seller Debtor hereby indemnifies and agrees to hold Buyer harmless Secured Party, its affiliates, agents and its Affiliates and counsel, each of their respective officers, directors, employees and agents (which is referred to as an “Indemnified PartiesPerson”) harmless , from and indemnify the Indemnified Parties against any and all liabilities, obligations, claims, losses, damages, penalties, actions, judgments, suits, taxes (including stampcosts, excise, sales expenses or other taxes disbursements of any kind or nature whatsoever which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewithimposed on, other than net income taxes of Buyer)incurred by, fees, costs, expenses (including reasonable attorneys fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which may at any time (including, without limitation, such time as the Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in Person (whether or not caused by any way whatsoever arising Indemnified Person’s sole, concurrent or contributory negligence) growing out of or in connection with, or relating to, the Agreement or any Transactions thereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for Indemnified Amounts resulting from Debtor’s failure to perform the gross negligence or willful misconduct of Obligations and the transactions and events at any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit lawstime associated therewith, including without limitation ERISAthe enforcement of the Obligations and the defense of any Indemnified Person’s actions and inactions in connection with the Obligations, thatexcept to the limited extent such liabilities, in each caseobligations, results from anything other than Buyerclaims, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of an Indemnified Person are proximately caused by such Indemnified Person’s gross negligence or willful misconduct. In If any suitPerson (including without limitation Debtor or any of Debtor’s affiliates) ever alleges such gross negligence or willful misconduct by any Indemnified Person, proceeding the indemnification provided for in this Section shall nonetheless be paid upon demand, subject to later adjustment or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunderreimbursement, or until such time as a court of competent jurisdiction enters a final judgment as to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify the extent and hold Buyer harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever effect of the account debtor alleged gross negligence or obligor thereunder, arising out willful misconduct. The indemnification provided for in this Section shall survive the termination of a breach by Seller of any obligation thereunder this Agreement and shall extend to and continue to benefit each Person who is or arising out of any other agreement, indebtedness or liability has at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse an been any Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the Agreement and any other Transaction Document or any transaction contemplated hereby or therebyPerson, including without limitation any Person who has ceased to be an Indemnified Person, whether by assignment of the reasonable fees and disbursements Obligations, termination of its counsel. Seller hereby acknowledges its obligations hereunder are recourse obligations of Sellerthis Agreement, or otherwise.

Indemnity and Expenses. (a) Seller hereby Each Grantor severally agrees (to the extent not promptly reimbursed by the Borrower) to indemnify, defend and save and hold Buyer harmless each Secured Party and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”), pro rata, from and against, and shall pay on demand, any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of a single outside counsel and, if reasonably required, local or specialist counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceedings or preparation of a defense in connection therewith) this Agreement, except to the extent (i) such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, gross negligence or willful misconduct or material breach of this Agreement or any other Loan Document or arising from a dispute between or among Indemnified Parties (other than any claims against any Agent, Issuing Bank or Swing Line Lender in its capacity as such or a dispute that does not involve any act or omission of the Borrower or any of its Affiliates or (ii) any such Indemnified Party (or any of its Affiliates, successors or assigns) enters a settlement without the Borrower’s written consent (such consent not to be unreasonably withheld, delayed or conditioned); provided that clauses (i) and each (ii) shall not apply if (x) the Borrower was offered the ability to assume, but elected not to assume, the defense of such action or (y) a final, non-appealable judgment by a court of competent jurisdiction is found in favor of the Indemnified Party in any such proceeding. The Grantors also agree not to assert any claim against the Collateral Agent, any Secured Party or any of their Affiliates, or any of their respective officers, directors, employees employees, agents and agents (“Indemnified Parties”) harmless from and indemnify the Indemnified Parties against advisors, on any and all liabilitiestheory of liability, obligationsfor special, lossesindirect, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales consequential or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses (including reasonable attorneys fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which may at any time (including, without limitation, such time as the Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever punitive damages arising out of or in connection with, or relating to, the Agreement or any Transactions thereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans otherwise relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, that, in each case, results from anything other than Buyer’s gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify and hold Buyer 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 Seller 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 Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges its obligations hereunder are recourse obligations of Sellerthis Agreement.

Indemnity and Expenses. (a) Seller The Pledgor hereby agrees to hold Buyer indemnifies and its Affiliates and each of their respective officers, directors, employees and agents (“Indemnified Parties”) holds harmless the Global Administrative Agent from and indemnify the Indemnified Parties against any and all liabilities, obligationsclaims, losses, damages, penalties, actions, judgments, suits, taxes and liabilities arising out of or resulting from this Pledge Agreement (including stampenforcement of this Pledge Agreement), exciseexcept claims, sales losses, or liabilities resulting from the Global Administrative Agent’s gross negligence or wilful misconduct; PROVIDED, HOWEVER, THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT THE GLOBAL ADMINISTRATIVE AGENT BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL. Pledgor shall pay (i) all legal and other reasonable out-of-pocket expenses incurred by the Global Administrative Agent, including the reasonable fees, charges and disbursements of counsel for the Global Administrative Agent, in connection with the preparation, execution, delivery and administration of this Pledge Agreement and any amendments, modifications or waivers of the provisions hereof or thereof, (ii) all legal and other reasonable out-of-pocket expenses incurred by the Global Administrative Agent in connection with the custody, preservation, use, or operation of, or the sale of, collection from, or other taxes which may be payable or determined to be payable with respect to realization upon, any of the Purchased Loans Collateral, (iii) the filing, recording, refiling or in connection with any rerecording of the transactions contemplated by the Agreement (or the recharacterization of Pledge Agreements and/or any Transaction) Uniform Commercial Code financing statements relating thereto and the documents delivered in connection herewith all amendments, supplements and therewithmodifications to, other than net income taxes of Buyer)and all releases and terminations of, fees, costs, expenses (including reasonable attorneys fees and disbursements any thereof and any and all servicing and enforcement costs with respect to the Purchased Loans) other documents or disbursements (all instruments of the foregoing, collectively “Indemnified Amounts”) which may at any time (including, without limitation, such time as the Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, the Agreement or any Transactions thereunder or any action taken or omitted further assurance required to be taken filed or recorded or refiled or rerecorded by any Indemnified Party under or in connection with any of the foregoing; providedterms hereof, that Seller shall not be liable for Indemnified Amounts resulting from and (iv) all out-of-pocket expenses incurred by the gross negligence or willful misconduct Global Administrative Agent, including the fees, charges and disbursements of any Indemnified Party. Without limiting counsel for the generality of the foregoingGlobal Administrative Agent, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, that, in each case, results from anything other than Buyer’s gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify and hold Buyer 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 Seller 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 Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements protection of its counsel. Seller hereby acknowledges its obligations hereunder are recourse obligations of Sellerrights in connection with this Pledge Agreement.

Indemnity and Expenses. (a) Seller hereby The Grantor agrees to indemnify and hold Buyer and its Affiliates harmless the Lender and each of their respective officersits Related Parties (each, directors, employees and agents (an “Indemnified PartiesParty”) harmless from and indemnify the Indemnified Parties against any and all liabilitiesclaims, obligationsdamages, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) liabilities and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses (including reasonable attorneys fees and disbursements and expenses of counsel of any and all servicing and enforcement costs with respect to the Purchased LoansIndemnified Party) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which that may at any time (including, without limitation, such time as the Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on incurred by or asserted or awarded against any Indemnified Party Party, in any way whatsoever each case arising out of or in connection with, with or relating to, the Agreement or any Transactions thereunder or any action taken or omitted to be taken by any Indemnified Party under or reason of (including in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) this Agreement, any of the foregoing; provided, transactions contemplated herein or the actual or proposed use of the proceeds of the Commitment except that Seller the Grantor shall not be liable for have any obligation hereunder to any Indemnified Amounts Party with respect to (i) any liability resulting from the gross negligence or willful misconduct of such Indemnified Party, as determined by a final, non- appealable judgment by a court of competent jurisdiction, or (ii) disputes between or among the Lender and any assignee of the Lender’s rights or obligations under this Agreement or any Person who has purchased a participation in or to all or a portion of the Lender’s rights and obligations under this Agreement that do not involve any acts or omissions of the Grantor. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Grantor or any of its Related Parties or an Indemnified Party or any other Person, whether or not any Indemnified PartyParty is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Without limiting The Grantor also agrees not to assert any claim against the generality Lender and any of the foregoingits Related Parties on any theory of liability, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans relating to for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement, any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, that, in each case, results from anything other than Buyer’s gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify and hold Buyer 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 transactions contemplated herein or obligor thereunder, arising out the actual or proposed use of a breach by Seller the proceeds of any obligation thereunder or arising out the Commitment. Without prejudice to the survival of any other agreementagreement of the Grantor hereunder, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse an Indemnified Party as the agreements and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges its obligations hereunder are recourse obligations of Sellerthe Grantor contained in this Section 12 shall survive the payment in full of the Secured Obligations hereunder.

Indemnity and Expenses. (a) Seller hereby agrees to hold Buyer indemnify Purchaser and its Affiliates and each of their respective officers, directors, employees and agents (“Indemnified Parties”) for, and hold harmless from and indemnify the Indemnified Parties against from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses (including including, without limitation, the reasonable attorneys fees and disbursements and any and all servicing and enforcement expenses of outside counsel and, subject to Article 28, the costs with respect to the Purchased Loansof obtaining updated appraisals) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which that may at any time (including, without limitation, such time as the this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, or as a result of, this Agreement, the Agreement or other Transaction Documents, any Transactions thereunder Transactions, any Event of Default or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, provided that Seller shall not be liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer Purchaser harmless from and indemnify Buyer Purchaser against all Indemnified Amounts with respect to all Purchased Loans Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, that, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act that in each case, case results from anything other than BuyerPurchaser’s gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer Purchaser in connection with any Purchased Loan Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Loan DocumentsAsset, Seller will save, agrees to hold Purchaser harmless from and indemnify and hold Buyer harmless Purchaser from and against all expense, loss or damage Indemnified Amounts 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 any Seller Party or any Affiliate thereof 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 Seller. any Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements Affiliate thereof. The obligation of its counsel. Seller hereby acknowledges its obligations hereunder are is a recourse obligations obligation of Seller.

Indemnity and Expenses. (a) Seller The Grantors hereby agrees jointly and severally agree to indemnify and hold Buyer harmless the Collateral Agent and its Affiliates each other Secured Party and each of their respective affiliates, officers, directors, employees employees, agents, advisors and agents other representatives (each, an “Indemnified PartiesParty”) harmless from and indemnify against (and reimburse each Indemnified Party as the Indemnified Parties against same are incurred for) any and all liabilitiesclaims, obligationsdamages, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) liabilities and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses (including reasonable attorneys fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which may at any time (including, without limitation, such time as the Agreement shall no longer reasonable fees, disbursements and other charges of counsel) that may be in effect and the Transactions shall have been repaid in full) be imposed on incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) this Agreement or any other transactions contemplated herein or the exercise of any rights or remedies provided herein (in all cases except as expressly otherwise provided herein, whether or not caused or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnified Party), except, in each case, to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence, willful misconduct or bad faith. In the case of an investigation, litigation or proceeding to which this indemnity applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, any of its Subsidiaries, equity holders or creditors, a third party or an Indemnified Party and whether or not an Indemnified Party is otherwise a party thereto. No Indemnified Party shall have any liability (whether direct or indirect, in contract or tort, or otherwise) to any way whatsoever Grantor or any of their Affiliates, equity holders or creditors arising out of or in connection with, or relating torelated to any aspect of, this Agreement, except to the Agreement extent of direct damages determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence, willful misconduct or bad faith. It is further agreed that the Indemnified Parties (i) shall only have liability to the Grantors (as opposed to any Transactions thereunder other Person) and, in each case, shall be liable solely in respect of its own obligations or any action taken or omitted to be taken by any Indemnified Party actions under or in connection with this Agreement on a several, and not joint, basis with any of the foregoing; provided, that Seller other Indemnified Party and (ii) shall not be liable for any special, indirect, consequential or punitive damages. Notwithstanding any other provision hereof, no Indemnified Amounts resulting Party shall be liable for any damages arising from the gross negligence use by others of information or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans relating to other materials obtained through electronic telecommunications or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, that, in each case, results from anything other than Buyer’s gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify and hold Buyer 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 Seller 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 Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges its obligations hereunder are recourse obligations of Sellerinformation transmission systems.

Indemnity and Expenses. (a) Seller hereby The Company agrees to indemnify, defend and hold Buyer and its Affiliates and harmless each of their respective officers, directors, employees and agents (“Indemnified Parties”) harmless from and indemnify the Indemnified Parties against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) Shareholder Representative Person and the documents delivered in connection herewith Rights Agent for, and therewithto hold each Shareholder Representative Person and the Rights Agent harmless against, other than net income taxes of Buyer)any loss, feesliability, costsjudgment, fine, penalty, claim, demand, suit, cost, damage or expense, including reasonable out-of-pocket expenses (including the reasonable attorneys fees costs and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loansexpenses of legal counsel) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which may at any time (including, without limitation, such time as the Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection withwith the Rights Agent’s and the Shareholder Representative’s respective duties under this Agreement, including the reasonable out-of-pocket costs and expenses of defending the Rights Agent and each individual member of the Committee that comprises or controls the Shareholder Representative against any claims, charges, demands, investigations, suits or loss or liability, or relating enforcement of its rights hereunder, unless it shall have been finally determined by a judgment of a court of competent jurisdiction to be a direct result of the Rights Agent’s or such Shareholder Representative Person’s, as applicable, gross negligence, bad faith or willful or intentional misconduct. The right to indemnification conferred in this Section 3.3(a) shall include the right to be paid or reimbursed by the Company for the reasonable expenses incurred by such Person entitled to be indemnified under this Section 3.3(a) who was, or is threatened to be made a named defendant or respondent in a claim, charge, demand, investigation or suit in advance of the final disposition thereof and without any determination as to the Person’s ultimate entitlement to indemnification. The rights granted pursuant to this Section 3.3(a) shall be deemed contract rights, and no amendment, modification or repeal of this Section 3.3(a) shall have the effect of limiting or denying any such rights with respect to claims, charges, demands, investigations and suits arising prior to any such amendment, modification or repeal. The Shareholder Representative Person’s aggregate liability to any Person with respect to, the Agreement arising from, or any Transactions thereunder arising in connection with this Agreement, or any action taken from all services provided or omitted to be taken provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by any Indemnified Party the Company to the Shareholder Representative as fees and charges, but not including reimbursable expenses. Indemnification under or this Section 3.3(a) shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. Any such amounts incurred by the Company in connection with any of the foregoing; provided, that Seller this Section 3.3(a) shall not be liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, that, in each case, results from anything other than Buyer’s gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify and hold Buyer 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 Seller 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 Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges its obligations hereunder are recourse obligations of SellerModusLink Sale Expense.

Indemnity and Expenses. (a) Seller hereby The Company agrees to indemnify, defend and hold Buyer harmless each Shareholder Representative Person for, and its Affiliates and each of their respective officershold the Rights Agent harmless against, directorsany loss, employees and agents (“Indemnified Parties”) harmless from and indemnify the Indemnified Parties against any and all liabilitiesliability, obligationsclaim, lossesdemand, damagessuit, penaltiescost, actionsdamage or expense, judgments, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses (including reasonable attorneys fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which may at any time (including, without limitation, such time as the Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever out-of-pocket expenses arising out of or in connection withwith the Rights Agent’s and the Shareholder Representative’s respective duties under this Agreement, including the reasonable out-of-pocket costs and expenses of defending the Rights Agent and each individual member of the Committee that comprises or controls the Shareholder Representative against any claims, charges, demands, investigations, suits or loss or liability, unless it shall have been finally determined by a court of competent jurisdiction to be a direct result of the Rights Agent’s or such Shareholder Representative Person’s gross negligence, bad faith or willful or intentional misconduct. The right to indemnification conferred in this Section 3.3(a) shall include the right to be paid or reimbursed by the Company for the reasonable expenses incurred by such Person entitled to be indemnified under this Section 3.3(a) who was, or relating is threatened to be made a named defendant or respondent in a claim, charge, demand, investigation or suit in advance of the final disposition thereof and without any determination as to the Person’s ultimate entitlement to indemnification. The rights granted pursuant to this Section 3.3(a) shall be deemed contract rights, and no amendment, modification or repeal of this Section 3.3(a) shall have the effect of limiting or denying any such rights with respect to claims, charges, demands, investigations and suits arising prior to any such amendment, modification or repeal. The Shareholder Representative Person’s aggregate liability to any Person with respect to, the Agreement arising from, or any Transactions thereunder arising in connection with this Agreement, or any action taken from all services provided or omitted to be taken by any Indemnified Party provided under this Agreement, whether in contract, or in connection with any of the foregoing; providedtort, that Seller or otherwise, is limited to, and shall not be liable for Indemnified Amounts resulting from exceed, the gross negligence or willful misconduct of any Indemnified Party. Without limiting amounts paid hereunder by the generality of Company to the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, that, in each case, results from anything other than Buyer’s gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify and hold Buyer 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 Seller 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 Seller. Seller also agrees to reimburse an Indemnified Party Shareholder Representative as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counselcharges, but not including reimbursable expenses. Seller hereby acknowledges its obligations hereunder are recourse obligations of Seller.Indemnification under this Section 3.3(a) shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity

Indemnity and Expenses. (a) Seller hereby agrees to hold Buyer and its Affiliates and each of their respective officers, directors, directors and employees and agents (“Indemnified Parties”) harmless from and indemnify the Indemnified Parties against any and all actual out-of-pocket liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses (including reasonable attorneys attorneys’ fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which that may at any time (including, without limitation, until such time as the this Agreement shall no longer be in effect and the Transactions and all other amounts due and payable under the Transaction Documents shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, the this Agreement or any Transactions thereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for Indemnified Amounts resulting from the gross negligence negligence, bad faith or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer each Indemnified Party harmless from and indemnify Buyer each Indemnified Party against all Indemnified Amounts with respect to all Purchased Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, that, in each case, results from anything other than Buyer’s the gross negligence negligence, bad faith or willful misconductmisconduct of an Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify and hold Buyer harmless from and against all actual out-of-pocket expense, loss or damage suffered by Buyer 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 Seller 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 Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s actual out-of-pocket costs and expenses reasonably incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the this Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its external counsel. Seller hereby acknowledges its obligations hereunder are recourse obligations of Seller.

Indemnity and Expenses. (a) Seller Borrower hereby agrees to hold Buyer indemnify Class A Lender and its Affiliates and each of their respective officers, directors, employees and agents (“Indemnified Parties”) harmless from and indemnify the Indemnified Parties against any and all actual, out-of-pocket liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, actual and documented out-of-pocket costs and actual and documented out-of-pocket expenses or disbursements (including reasonable attorneys and documented attorneys’ fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loansof outside counsel) or disbursements (all of the foregoingforegoing included amounts, collectively “Indemnified Amounts”) which that may at any time (including, without limitation, such time as the this Agreement shall no longer be in effect and the Transactions Loan shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, or as a result of, this Agreement, the Agreement other Loan Documents, any Event of Default or any Transactions thereunder the Loan or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, provided that Seller Borrower shall not be liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of any Indemnified PartyParty and, provided further, that this Article 25 shall have no application with respect to Taxes other than in connection with any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. Without limiting the generality of the foregoing, Seller Xxxxxxxx agrees to hold Buyer Class A Lender harmless from and indemnify Buyer Class A Lender against all Indemnified Amounts with respect to all Purchased Loans the Underlying Loan relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than Buyer’s the bad faith, gross negligence or willful misconductmisconduct of an Indemnified Party. In any suit, proceeding or action brought by Buyer Class A Lender in connection with any Purchased the Underlying Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documentsthe Underlying Loan, Seller will Borrower shall save, indemnify and hold Buyer Class A Lender harmless from and against all expense, loss or damage Indemnified Amounts 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 Seller any Borrower Party or any Affiliate thereof 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 SellerBorrower. Seller Xxxxxxxx also agrees to reimburse an Indemnified Party Class A Lender as and when billed by such Indemnified Party Class A Lender for all such Indemnified PartyClass A Lender’s actual and documented out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified PartyLender’s rights under the Agreement and any other Transaction Loan Document or any transaction contemplated hereby or therebythe Loan, including without limitation the reasonable and documented fees and disbursements of its outside counsel. Seller Xxxxxx and Xxxxxxxx hereby acknowledges its that the obligations of Borrower hereunder are recourse obligations of SellerBorrower only. Notwithstanding anything to the contrary, Xxxxxxxx shall not be liable for any special, exemplary, punitive, indirect, incidental or consequential damages (unless Indemnified Parties shall be required to pay any amount to any third party on account of such damages, in which case such amount shall be deemed to constitute actual damages incurred by Indemnified Parties, as applicable, and the same shall be indemnified by Borrower hereunder) arising out of, in connection with, or as a result of the transactions contemplated hereby.

Indemnity and Expenses. (a) Seller The Borrower shall and does hereby agrees to hold Buyer indemnify ---------------------- and save the Lender, its Affiliates and each of their respective directors, officers, directorsemployees, employees agents, attorneys, servants, successors and agents (“Indemnified Parties”) assigns, harmless from and indemnify the Indemnified Parties against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses (including reasonable attorneys fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which may at any time liabilities (including, without limitation, such time as the Agreement shall no longer be in effect negligence, except for gross negligence, tort and the Transactions shall have been repaid in full) be imposed on or asserted against any strict liability), damages, expenses, claims, actions, proceedings, judgments, settlements, losses, liens and obligations (each, an "Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, the Agreement or any Transactions thereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws----------- Claim"), including (without limitation ERISA, that, in each case, results from anything other than Buyer’s gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify limitation) reasonable attorneys' fees and hold Buyer 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 thereunderexpenses ----- actually incurred, arising out of a breach the ordering, purchase, delivery, rejection, non-delivery, ownership, selection, possession, leasing, renting, financing, operation (regardless of where, how and by Seller whom operated), control, use, condition (including but not limited to latent and other defects, whether or not discoverable by the Borrower), maintenance, delivery, transportation, storage, repair, furnishing of specifications with respect to, and the return or other disposition of, the Equipment or any obligation thereunder other Collateral, and any claims of patent, trademark or copyright infringement or, in the event that the Borrower shall be in default hereunder, arising out of the condition of any item of Equipment or any other agreementCollateral sold or disposed of after use by the Borrower, indebtedness or liability at any time owing including (without limitation) claims for injury to or death of persons and for damage to property. The indemnities and obligations herein provided shall continue in favor full force and effect notwithstanding the expiration, termination or can cellation of such account debtor this Agreement or obligor any Loan Schedule for any reason whatsoever and irrespective of whether the Borrower ever accepts the Equipment or its successors from Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the Agreement and any other Transaction Document Collateral. The Borrower shall give the Lender prompt written notice of any Indemnified Claim and, at the Lender's sole option, shall defend the Lender against any Indemnified Claim at the Borrower's sole expense with attorney(s) selected by the Lender. The Borrower is an independent contractor and nothing con tained herein shall authorize the Borrower or any transaction contemplated hereby other person to operate any item of Equipment or therebyany other Collateral so as to incur any liability or obligation for or on behalf of the Lender. The Borrower will upon demand pay to the Lender the amount of any and all reasonable expenses actually incurred, including without limitation the reasonable fees and disbursements of its counselcounsel and of any experts and agents, which the Lender may incur in connection with (a) the administration of this Agreement or any Loan Schedule, (b) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral, (c) the exercise, enforcement or protection of any of the rights of the Lender hereunder, or (d) the failure by the Borrower to perform or observe any of the provisions hereof. Seller hereby acknowledges its obligations hereunder are recourse obligations The foregoing amounts shall become part of Sellerthe Obligations and secured by the Collateral as set forth in this Agreement or any Loan Schedule and the Lender may at any time apply to the payment of all such costs and expenses all proceeds arising from the possession or disposition of all or any portion of the Collateral.

Indemnity and Expenses. (a) Seller hereby agrees to hold Buyer Each Grantor shall jointly and its Affiliates severally indemnify the Administrative Agent and the other Secured Parties and each Related Party of their respective officers, directors, employees and agents any of the foregoing Persons (each such Person being called an “Indemnified PartiesIndemnitee”) against, and hold each Indemnitee harmless from and indemnify the Indemnified Parties against from, any and all liabilitieslosses, obligations, lossesclaims, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) liabilities and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, related expenses (including the reasonable attorneys fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all reasonable fees and time charges and disbursements and for attorneys who may be employees of any and all servicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoingIndemnitee, collectively “Indemnified Amounts”) which may at incurred by any time (including, without limitation, such time as the Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on Indemnitee or asserted against any Indemnified Indemnitee by any third party or by the Grantors or any other Loan Party in any way whatsoever arising out of or of, in connection with, or as a result of any actual or prospective claim, litigation, investigation or proceeding relating toto any of the following (whether based on contract, tort or any other theory, whether brought by a third party or by any Grantors or any other Loan Party, and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee): the execution or delivery of this Agreement or any Transactions thereunder agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby or the enforcement of this Agreement or any action taken agreement or omitted instrument contemplated hereby; provided that such indemnity shall not, as to any Indemnitee, be taken available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by any Indemnified Party under or in connection with any a court of the foregoing; provided, that Seller shall not be liable for Indemnified Amounts resulting competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation Grantor or any consumer credit laws, including without limitation ERISA, that, other Loan Party against an Indemnitee for breach in each case, results from anything other than Buyerbad faith of such Indemnitee’s gross negligence obligations hereunder or willful misconduct. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify and hold Buyer 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 Seller of any obligation thereunder or arising out of under any other agreementLoan Document, indebtedness if such Grantor or liability at any time owing to or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges its obligations hereunder are recourse obligations of Sellercompetent jurisdiction.

Indemnity and Expenses. (a) Seller hereby agrees to hold Buyer Buyer, and its Affiliates affiliates and each of their respective officers, directors, employees employees, agents and agents advisors (each an “Indemnified PartiesParty”) harmless from and indemnify the any Indemnified Parties Party against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes judgments and costs and expenses relating thereto of any kind which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated imposed on, incurred by the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses (including reasonable attorneys fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which may at any time (including, without limitation, such time as the Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any such Indemnified Party in any way whatsoever (collectively, the “Costs”) relating to or arising out of this Agreement, any other Program Document or in connection withany transaction contemplated hereby or thereby, or relating toany amendment, the Agreement supplement or modification of, or any Transactions thereunder waiver or any action taken or omitted to be taken by any Indemnified Party consent under or in connection with respect of, this Agreement, any of the foregoing; providedother Program Document or any transaction contemplated hereby or thereby, that Seller shall not be liable for that, in each case, results from anything other than any Indemnified Amounts resulting from the Party’s gross negligence or willful misconduct of any Indemnified Party(including failure by Buyer to comply with applicable law). Without limiting the generality of the foregoing, Seller agrees to hold Buyer any Indemnified Party harmless from and indemnify Buyer such Indemnified Party against all Indemnified Amounts Costs with respect to all Purchased Mortgage Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit applicable laws, including without limitation ERISA, rules and regulations that, in each case, results from anything other than Buyersuch Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer an Indemnified Party in connection with any Purchased Mortgage Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan DocumentsMortgage Loan, Seller will save, indemnify and hold Buyer 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, arising out of a breach by Seller 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 Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s reasonable costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the Agreement and this Agreement, any other Transaction Program Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges its that, the obligations hereunder of Seller under this Agreement are recourse obligations of Seller.

Indemnity and Expenses. (a) Seller hereby agrees to 6.1 Debtor shall indemnify, defend, and hold Buyer harmless Secured Party and its Affiliates Representatives (individually, an "Indemnitee" and collectively, the "Indemnitees") from and against any and all loss, liability, obligation, damage, penalty, judgment, claim, deficiency, and expense (including interest, penalties, attorneys' fees, and amounts paid in settlement) to which any Indemnitee may become subject arising out of this Agreement and the other Loan Documents other than those which arise by reason of the gross negligence or willful misconduct of Secured Party, BUT SPECIFICALLY INCLUDING ANY LOSS, LIABILITY, OBLIGATION, DAMAGE, PENALTY, JUDGMENT, CLAIM, DEFICIENCY, OR EXPENSE ARISING OUT OF THE SOLE OR CONCURRENT NEGLIGENCE OF LENDER OR ANY OF ITS REPRESENTATIVES. Debtor shall also indemnify, protect, and hold each of their respective officers, directors, employees and agents (“Indemnified Parties”) Indemnitee harmless from and indemnify the Indemnified Parties against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stampclaims, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), feesproceedings, costs, expenses (including without limitation all reasonable attorneys attorneys' fees and legal expenses whether or not suit is brought), and disbursements and of any and all servicing and enforcement costs with respect to the Purchased Loans) kind or disbursements (all of the foregoing, collectively “Indemnified Amounts”) nature whatsoever which may at any time (including, without limitation, such time as the Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on on, incurred by, or asserted against such Indemnitee, with respect to or as a direct or indirect result of the violation by Debtor of any Indemnified Party in any way whatsoever arising out Environmental Law; or with respect to or as a direct or indirect result of or in connection withDebtor's use, generation, manufacture, production, storage, release, threatened release, discharge, disposal, or relating topresence of a Hazardous Material on, under, from, or about real property. The provisions of and undertakings and indemnifications set forth in this Section 6.1 shall survive (a) the Agreement or any Transactions thereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any satisfaction and payment of the foregoingIndebtedness and termination of this Agreement, and (b) the release of any Liens held by Secured Party on real property or the extinguishment of such Liens by foreclosure or action in lieu thereof; provided, however, that Seller the indemnification set forth herein shall not be liable for Indemnified Amounts resulting from the gross negligence extend to any act or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts omission by Secured Party with respect to all Purchased Loans relating any property subsequent to or arising out Secured Party becoming the owner of any violation or alleged violation of any environmental lawsuch property and with respect to which property such claim, rule or regulation or any consumer credit lawsloss, including without limitation ERISAdamage, thatliability, in each casefine, results from anything other than Buyer’s gross negligence or willful misconduct. In any suitpenalty, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereundercharge, proceeding, order, judgment, action, or requirement arises subsequent to enforce any provisions the acquisition of any Purchased Loan Documents, Seller will save, indemnify and hold Buyer harmless from and against all expense, loss or damage suffered title thereto 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 Seller 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 Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Secured Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges its obligations hereunder are recourse obligations of Seller.

Indemnity and Expenses. (a) Seller hereby Each Grantor agrees to defend, protect, indemnify and hold Buyer harmless the Collateral Agent, each Lender, the Issuing Bank, the Administrative Agent and its Affiliates the Syndication Agent and each employee, officer, director, agent, professional person, successor and assignee of each of them and each of their respective officers, directors, employees Affiliates and agents subsidiaries (“Indemnified Parties”all of the foregoing collectively referred to herein as the "Indemnitees") harmless from and indemnify the Indemnified Parties against any and all liabilities, obligations, losses, damages, penalties, actions, judgmentsjudgment, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), feesclaims, costs, expenses (including reasonable attorneys fees and disbursements and of any and all servicing and enforcement costs with respect to the Purchased Loans) kind or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which may at any time nature whatsoever (including, without limitation, such time as the Agreement shall no longer be in effect reasonable out-of-pocket fees and disbursements of counsel for the Collateral Agent and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection withother Indemnitees, or relating to, the Agreement or any Transactions thereunder or any action taken or omitted to be taken by any Indemnified Party under or incurred in connection with any action or proceeding between any Grantor Exhibit 4.01(c) 9 and any Indemnitee or between any Indemnitee and any third party or otherwise, with respect to any investigative, administrative or judicial proceeding, whether or not such Indemnitee shall be designated a party thereto), imposed on, incurred by, or asserted against such Indemnitee (whether direct, indirect, economic, special, punitive, treble or consequential and whether based on any federal, state, local or foreign laws or other statutory regulations, including, without limitation, Environmental Laws, securities and commercial laws and regulations, under common law or equitable principles) in any manner relating to or arising out of this Agreement, the Collateral or any of the foregoingObligations of such Grantor, or any act, event or transaction related or attendant thereto or contemplated hereby, or any action or inaction by any Indemnitee hereunder or in connection therewith, including, in each such case, any allegation of any such matters, whether meritorious or not (collectively, the "Indemnified Matters"); provided, however, that Seller no Grantor shall not be liable for have any obligation to any Indemnitee hereunder with respect to Indemnified Amounts Matters resulting from the gross negligence or willful misconduct of such Indemnitee. The covenants of each Grantor contained in this Section 18(a) shall survive the payment in full of all amounts due and payable under this Agreement, the Credit Agreement, the Guaranty of Payment and the other Credit Documents, and the full satisfaction of all other Obligations, and are in addition to, and cumulative with respect to, all other indemnities contained in the Credit Agreement, the Guaranty of Payment or any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, that, in each case, results from anything other than Buyer’s gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Credit Documents, Seller will save, indemnify and hold Buyer 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 Seller 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 Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges its obligations hereunder are recourse obligations of Seller.

Indemnity and Expenses. (a) Seller hereby The Grantor agrees to defend, protect, indemnify and hold Buyer harmless the Collateral Agent, each of the Secured Creditors and its Affiliates each employee, officer, director, agent, professional person, successor and assignee of each of them and each of their respective officers, directors, employees Affiliates and agents subsidiaries (“Indemnified Parties”all of the foregoing collectively referred to herein as the "INDEMNITEES") harmless from and indemnify the Indemnified Parties against any and all liabilities, obligations, losses, damages, penalties, actions, judgmentsjudgment, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), feesclaims, costs, expenses (including reasonable attorneys fees and disbursements and of any and all servicing and enforcement costs with respect to the Purchased Loans) kind or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which may at any time nature whatsoever (including, without limitation, such time as the Agreement shall no longer be in effect reasonable out-of-pocket fees and disbursements of counsel for the Collateral Agent and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection withother Indemnitees, or relating to, the Agreement or any Transactions thereunder or any action taken or omitted to be taken by any Indemnified Party under or incurred in connection with any action or proceeding between the Grantor and any Indemnitee or between any Indemnitee and any third party or otherwise, with respect to any investigative, administrative or judicial proceeding, whether or not such Indemnitee shall be designated a party thereto), imposed on, incurred by, or asserted against such Indemnitee (whether direct, indirect, economic, special, punitive, treble or consequential and whether based on any federal, state, local or foreign laws or other statutory regulations, including, without limitation, Environmental Laws, securities and commercial laws and regulations, under common law or equitable principles) in any manner relating to or arising out of this Agreement, the Collateral or any of the foregoingObligations of the Grantor, or any act, event or transaction related or attendant thereto or contemplated hereby, or any action or inaction by any Indemnitee hereunder or in connection therewith, including, in each such case, any allegation of any such matters, whether meritorious or not (collectively, the "INDEMNIFIED MATTERS"); provided, however, that Seller the Grantor shall not be liable for have any obligation to any Indemnitee hereunder with respect to Indemnified Amounts Matters resulting from the gross negligence or willful misconduct of any Indemnified Partysuch Indemnitee. Without limiting the generality The covenants of the foregoingGrantor contained in this Section 18(a) shall survive the payment in full of all amounts due and payable under this Agreement, Seller agrees to hold Buyer harmless from the Credit Agreement, the Designated Swap Agreements, and indemnify Buyer against the other Credit Documents, and the full satisfaction of all Indemnified Amounts other Obligations, and are in addition to, and cumulative with respect to to, all Purchased Loans relating to or arising out of any violation or alleged violation of any environmental lawother indemnities contained in the Credit Agreement, rule or regulation the Designated Swap Agreements, or any consumer credit laws, including without limitation ERISA, that, in each case, results from anything other than Buyer’s gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify and hold Buyer 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 Seller 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 Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges its obligations hereunder are recourse obligations of SellerCredit Documents.

Indemnity and Expenses. (a) Each Seller Counterparty hereby agrees to hold Buyer and its indemnify Purchaser, Purchaser’s Affiliates and each of their respective officers, directors, employees and agents (“Indemnified Parties”) harmless from and indemnify the Indemnified Parties against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costsreasonable, out-of-pocket costs and expenses or disbursements (including reasonable attorneys and documented attorneys’ fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loansof outside counsel) or disbursements (all of the foregoingforegoing included amounts, collectively “Indemnified Amounts”) which that may at any time (including, without limitation, such time as the this Agreement shall no longer be in effect and the Transactions or Swingline Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, or as a result of, this Agreement, the Agreement other Transaction Documents, any Event of Default or any Transactions thereunder Transaction, or Swingline Transaction, or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, provided that no Seller Counterparty shall not be liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of any Indemnified PartyParty and, provided further, that this Article 25 shall have no application with respect to Taxes other than in connection with any non-Tax claim. Without limiting the generality of the foregoing, Seller agrees to hold Buyer Purchaser harmless from and indemnify Buyer Purchaser against all Indemnified Amounts with respect to all Purchased Assets and Contributed Swingline Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, that, the Truth in each case, results from anything other than Buyer’s gross negligence or willful misconductLending Act and/or the Real Estate Settlement Procedures Act. In any suit, proceeding or action brought by Buyer Purchaser in connection with any Purchased Loan Asset and Contributed Swingline Loans for any sum owing thereunder, or to enforce any provisions of any Purchased Loan DocumentsAsset or Contributed Swingline Loans, Seller will Counterparties shall save, indemnify and hold Buyer Purchaser harmless from and against all expense, loss or damage Indemnified Amounts 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 any Seller Party or any Affiliate thereof 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 SellerSeller Counterparties. Each Seller Counterparty also agrees to reimburse an Indemnified Party Purchaser as and when billed by such Indemnified Party Purchaser for all such Indemnified PartyPurchaser’s out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified PartyPurchaser’s rights under the Agreement and any other Transaction Document or any transaction contemplated hereby or therebyTransaction, including without limitation the reasonable and documented fees and disbursements of its counsel. Each Seller Counterparty hereby acknowledges its that the obligations of Seller Counterparties hereunder are recourse obligations of Sellereach Seller Counterparty.

Indemnity and Expenses. Each Company, jointly and severally, agrees (a) Seller hereby agrees to indemnify, defend and hold Buyer harmless the Administrative Agent, each Lender and its Affiliates and each of their respective officers, directors, employees employees, and agents affiliates (“Indemnified Parties”each, an "indemnified person") harmless from and indemnify the Indemnified Parties against any and all liabilitieslosses, obligations, lossesclaims, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales liabilities or other taxes judgments to which any such indemnified person may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) subject and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses (including reasonable attorneys fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which may at any time (including, without limitation, such time as the Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating towith the Loan Documents, the Agreement financings contemplated hereby, the use of any proceeds of such financings or any Transactions thereunder related transaction or any action taken claim, litigation, investigation or omitted proceeding relating to be taken by any Indemnified Party under of the foregoing, whether or not any of such indemnified persons is a party thereto, and to reimburse each of such indemnified persons upon demand for any reasonable legal or other expenses incurred in connection with the investigation or defending any of the foregoing; providedprovided that the foregoing indemnity will not, that Seller shall not be liable for Indemnified Amounts resulting as to any indemnified person, apply to losses, claims, damages, liabilities, judgments or related expenses to the extent arising from the wilful misconduct or gross negligence of such indemnified person, (b) to pay or willful misconduct reimburse each Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the preparation and execution of and any Indemnified Party. Without limiting amendment, supplement or modification to this Agreement, the generality Notes any other Loan Documents, and any other documents prepared in connection herewith or therewith, and the consummation of the foregoing, Seller agrees to hold Buyer harmless from transactions contemplated hereby and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit lawsthereby, including without limitation ERISAlimitation, thatthe reasonable fees and disbursements of Farrell Fritz, in P.C., counsel to xxx Xxxxxx, xnd (c) to pay or reimburse each case, results from anything other than Buyer’s gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify Lender and hold Buyer 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 Seller 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 Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party Administrative Agent for all such Indemnified Party’s their costs and expenses incurred in connection with the enforcement or the and preservation of such Indemnified Party’s any rights under this Agreement, the Agreement Notes, the other Loan Documents, and any other Transaction Document documents prepared in connection herewith or any transaction contemplated hereby or therebytherewith, including including, without limitation limitation, the reasonable fees and disbursements of its counsel (including, without limitation, in-house counsel. Seller hereby acknowledges its obligations hereunder are recourse obligations ) to the Agents and to the several Lenders, including all such out-of-pocket expenses incurred during any work-out, restructuring or negotiations in respect of Sellerthe Obligations.

Indemnity and Expenses. Each Company, jointly and severally, agrees (a) Seller hereby agrees to indemnify, defend and hold Buyer harmless the Administrative Agent, each Lender and its Affiliates and each of their respective officers, directors, employees employees, and agents affiliates (“Indemnified Parties”each, an "indemnified person") harmless from and indemnify the Indemnified Parties against any and all liabilitieslosses, obligations, lossesclaims, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales liabilities or other taxes judgments to which any such indemnified person may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) subject and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses (including reasonable attorneys fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which may at any time (including, without limitation, such time as the Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating towith the Loan Documents, the Agreement financings contemplated hereby, the use of any proceeds of such financings or any Transactions thereunder related transaction or any action taken claim, litigation, investigation or omitted proceeding relating to be taken by any Indemnified Party under of the foregoing, whether or not any of such indemnified persons is a party thereto, and to reimburse each of such indemnified persons upon demand for any reasonable legal or other expenses incurred in connection with the investigation or defending any of the foregoing; providedprovided that the foregoing indemnity will not, that Seller shall not be liable for Indemnified Amounts resulting as to any indemnified person, apply to losses, claims, damages, liabilities, judgments or related expenses to the extent arising from the wilful misconduct or gross negligence of such indemnified person, (b) to pay or willful misconduct reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the preparation and execution of and any Indemnified Party. Without limiting amendment, supplement or modification to this Agreement, the generality Notes any other Loan Documents, and any other documents prepared in connection herewith or therewith, and the consummation of the foregoing, Seller agrees to hold Buyer harmless from transactions contemplated hereby and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit lawsthereby, including without limitation ERISAlimitation, thatthe reasonable fees and disbursements of Farrell Fritz, in P.C., counsel to the Administrative Agent, and (x) xx xxx xx reimburse each case, results from anything other than Buyer’s gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify Lender and hold Buyer 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 Seller 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 Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party Administrative Agent for all such Indemnified Party’s their costs and expenses incurred in connection with the enforcement or the and preservation of such Indemnified Party’s any rights under this Agreement, the Agreement Notes, the other Loan Documents, and any other Transaction Document documents prepared in connection herewith or any transaction contemplated hereby or therebytherewith, including including, without limitation limitation, the reasonable fees and disbursements of its counsel (including, without limitation, in-house counsel. Seller hereby acknowledges its obligations hereunder are recourse obligations ) to the Agents and to the several Lenders, including all such out-of-pocket expenses incurred during any work-out, restructuring or negotiations in respect of Sellerthe Obligations.

Indemnity and Expenses. (a) Seller The Borrower shall and does hereby agrees to hold Buyer indemnify ---------------------- and save the Lender, its Affiliates and each of their respective directors, officers, directorsemployees, employees agents, attorneys, servants, successors and agents (“Indemnified Parties”) assigns, harmless from and indemnify the Indemnified Parties against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses (including reasonable attorneys fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which may at any time liabilities (including, without limitation, such time as the Agreement shall no longer be in effect negligence, tort and the Transactions shall have been repaid in full) be imposed on or asserted against any strict liability), damages, expenses, claims, actions, proceedings, judgments, settlements, losses, liens and obligations (each, an "Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, the Agreement or any Transactions thereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit lawsClaim"), including (without limitation ERISA, that, in each case, results from anything other than Buyer’s gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify limitation) attorneys' fees and hold Buyer 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----------------- expenses, arising out of a breach the ordering, purchase, delivery, rejection, non- delivery, ownership, selection, possession, leasing, renting, financing, operation (regardless of where, how and by Seller whom operated), control, use, condition (including but not limited to latent and other defects, whether or not discoverable by the Borrower), maintenance, delivery, transportation, storage, repair, furnishing of specifications with respect to, and the return or other disposition of, the Equipment or any obligation thereunder or other Collateral, or, in the event that the Borrower shall be in default hereunder, arising out of the condition of any item of Equipment or any other agreementCollateral sold or disposed of after use by the Borrower, indebtedness or liability at any time owing including (without limitation) claims for injury to or death of persons and for damage to property. The indemnities and obligations herein provided shall continue in favor full force and effect notwithstanding the expiration, termination or cancellation of such account debtor this Agreement or obligor any Loan Schedule for any reason whatsoever and irrespective of whether the Borrower ever accepts the Equipment or its successors from Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the Agreement and any other Transaction Document Collateral. The Lender shall give the Borrower prompt written notice of any Indemnified Claim and, at the Lender's sole option, Borrower shall defend the Lender against any Indemnified Claim at the Borrower's sole expense with attorney(s) selected by the Borrower and reasonably acceptable to Lender. The Borrower is an independent contractor and nothing contained herein shall authorize the Borrower or any transaction contemplated hereby other person to operate any item of Equipment or therebyany other Collateral so as to incur any liability or obligation for or on behalf of the Lender. The Borrower will upon demand pay to the Lender the amount of any and all reasonable expenses, including without limitation the reasonable fees and disbursements of its counselcounsel and of any experts and agents, which the Lender may incur in connection with (a) the exercise, enforcement or protection of any of the rights of the Lender hereunder after the occurrence and during the continuance of an Event of Default, or (b) the failure by the Borrower to perform or observe any of the provisions hereof. Seller hereby acknowledges its obligations hereunder are recourse obligations The foregoing amounts shall become part of Sellerthe Obligations and secured by the Collateral as set forth in this Agreement or any Loan Schedule and the Lender may at any time apply to the payment of all such costs and expenses all proceeds arising from the possession or disposition of all or any portion of the Collateral.

Indemnity and Expenses. (a) Seller hereby agrees to The Borrowers will indemnify and hold Buyer harmless each Agent and its Affiliates each Bank from any liability, loss or damage resulting from the violation by any Borrower of Section 2.7 hereof. The Borrowers will also indemnify and hold harmless each Agent, each Bank and each of their respective officers, directors, officers and employees and agents (“Indemnified Parties”) harmless each Person, if any, who controls any Agent or any Bank from and indemnify the Indemnified Parties against any and all liabilities, obligations, lossesclaims, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) liabilities and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses (including reasonable attorneys fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which may at any time (including, without limitation, such time as the Agreement shall no longer reasonable attorneys' fees) which any of them may incur or which may be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever of them (other than those arising out as a result of the indemnified party's gross negligence or in connection with, or relating to, the Agreement or any Transactions thereunder or any action taken or omitted to be taken by any Indemnified Party under or wilful misconduct) in connection with any litigation (including, without limitation, litigation arising under or pursuant to Environmental Laws) or other proceedings or investigation (including, without limitation, compliance with or contenting of any subpoenas or process issued against any of the foregoing; providedindemnified parties) involving any Borrower or any of their respective Subsidiaries, that Seller shall not be liable for Indemnified Amounts resulting from CC II General Partner, CC III General Partner, or any officer, director or employee thereof other than litigation commenced by the gross negligence or willful misconduct of any Indemnified Party. Without limiting Borrowers against (and which is determined adversely to) the generality indemnified party which seeks enforcement of the foregoingBorrowers' rights hereunder or under any Loan Document. (b) The Borrowers agree to pay: (1) the reasonable fees and expenses of Rubix Xxxx Xxxxx Xxxstant & Friexxxx, Seller agrees xxecial counsel to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans relating to or arising out of any violation or alleged violation of any environmental lawthe Documentation Agent, rule or regulation or any consumer credit laws, including without limitation ERISA, that, in each case, results from anything other than Buyer’s gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer in connection with (A) the preparation, execution and delivery of this Agreement, the Loan Documents and the Notes and the making of the Loans hereunder regardless of whether any Purchased Loan for transaction contemplated hereby is consummated, (B) any sum owing thereunderamendment, modification or to enforce any provisions waiver of any Purchased of the terms of this Agreement, the Loan DocumentsDocuments or the Notes, Seller will saveand (C) filing and recording fees, indemnify and hold Buyer harmless from taxes and against all expenseother charges incurred in connection with perfecting, loss or damage suffered by reason maintaining and protecting the security interest of the Administrative Agent in the Collateral; and (2) after the occurrence of any defenseEvent of Default, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller 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 Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s reasonable costs and expenses incurred of the Administrative Agent (including reasonable counsel's fees and expenses) and all reasonable fees and expenses of counsel for the Banks collectively (which counsel shall be selected by the Majority Banks) in connection with the enforcement or of this Agreement, the preservation of such Indemnified Party’s rights under Loan Documents and the Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges its obligations hereunder are recourse obligations of SellerNotes.

Indemnity and Expenses. (a) Seller Except if such occur as a result of Lender's gross negligence or willful misconduct, the Borrower shall and does hereby agrees to hold Buyer indemnify and save the Lender, its Affiliates and each of their respective directors, Rev. 6/7/99 officers, directorsemployees, employees agents, attorneys, servants, successors and agents (“Indemnified Parties”) assigns, harmless from and indemnify the Indemnified Parties against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses (including reasonable attorneys fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which may at any time liabilities (including, without limitation, such time as the Agreement shall no longer be in effect negligence, tort and the Transactions shall have been repaid in full) be imposed on or asserted against any strict liability), damages, expenses, claims, actions, proceedings, judgments, settlements, losses, liens and obligations (each, an "Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, the Agreement or any Transactions thereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit lawsClaim"), including (without limitation ERISA, that, in each case, results from anything other than Buyer’s gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify limitation) attorneys' fees and hold Buyer 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 thereunderexpenses, arising out of a breach the ordering, purchase, delivery, rejection, non-delivery, ownership, selection, possession, leasing, renting, financing, operation (regardless of where, how and by Seller whom operated), control, use, condition (including but not limited to latent and other defects, whether or not discoverable by the Borrower), maintenance, delivery, transportation, storage, repair, furnishing of specifications with respect to, and the return or other disposition of, the Equipment or any obligation thereunder or other Collateral, or, in the event that the Borrower shall be in default hereunder, arising out of the condition of any item of Equipment or any other agreementCollateral sold or disposed of after use by the Borrower, indebtedness or liability at any time owing including (without limitation) claims for injury to or death of persons and for damage to property. The indemnities and obligations herein provided shall continue in favor full force and effect notwithstanding the expiration, termination or cancellation of such account debtor this Agreement or obligor any Loan Schedule for any reason whatsoever and irrespective of whether the Borrower ever accepts the Equipment or its successors from Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the Agreement and any other Transaction Document Collateral. The Lender shall give the Borrower prompt written notice of any Indemnified Claim and, at the Lender's sole option, Borrower shall defend the Lender against any Indemnified Claim at the Borrower's sole expense with attorney(s) selected by the Borrower and reasonably acceptable to Lender. The Borrower is an independent contractor and nothing contained herein shall authorize the Borrower or any transaction contemplated hereby other person to operate any item of Equipment or therebyany other Collateral so as to incur any liability or obligation for or on behalf of the Lender. The Borrower will upon demand pay to the Lender the amount of any and all reasonable expenses, including without limitation the reasonable fees and disbursements of its counselcounsel and of any experts and agents, which the Lender may incur in connection with (a) the exercise, enforcement or protection of any of the rights of the Lender hereunder after the occurrence and during the continuance of an Event of Default, or (b) the failure by the Borrower to perform or observe any of the material provisions hereof. Seller hereby acknowledges its obligations hereunder are recourse obligations The foregoing amounts shall become part of Sellerthe Obligations and secured by the Collateral as set forth in this Agreement or any Loan Schedule and the Lender may at any time apply to the payment of all such costs and expenses all proceeds arising from the possession or disposition of all or any portion of the Collateral.

Indemnity and Expenses. (a) Seller hereby The Company agrees to indemnify, defend and hold Buyer and its Affiliates and harmless each of their respective officers, directors, employees and agents (“Indemnified Parties”) harmless from and indemnify the Indemnified Parties against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) Shareholder Representative Person and the documents delivered in connection herewith Rights Agent for, and therewithto hold each Shareholder Representative Person and the Rights Agent harmless against, other than net income taxes of Buyer)any loss, feesliability, costsjudgment, fine, penalty, claim, demand, suit, cost, damage or expense, including reasonable out-of-pocket expenses (including the reasonable attorneys fees costs and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loansexpenses of legal counsel) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which may at any time (including, without limitation, such time as the Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection withwith the Rights Agent’s and the Shareholder Representative’s respective duties under this Agreement, including the reasonable out-of-pocket costs and expenses of defending the Rights Agent and each individual member of the Committee that comprises or controls the Shareholder Representative against any claims, charges, demands, investigations, suits or loss or liability, or relating enforcement of its rights hereunder, unless it shall have been finally determined by a judgment of a court of competent jurisdiction to be a direct result of the Rights Agent’s or such Shareholder Representative Person’s, as applicable, gross negligence, bad faith or willful or intentional misconduct. The right to indemnification conferred in this Section 3.3(a) shall include the right to be paid or reimbursed by the Company for the reasonable expenses incurred by such Person entitled to be indemnified under this Section 3.3(a) who was, or is threatened to be made a named defendant or respondent in a claim, charge, demand, investigation or suit in advance of the final disposition thereof and without any determination as to the Person’s ultimate entitlement to indemnification. The rights granted pursuant to this Section 3.3(a) shall be deemed contract rights, and no amendment, modification or repeal of this Section 3.3(a) shall have the effect of limiting or denying any such rights with respect to claims, charges, demands, investigations and suits arising prior to any such amendment, modification or repeal. The Shareholder Representative Person’s aggregate liability to any Person with respect to, the Agreement arising from, or any Transactions thereunder arising in connection with this Agreement, or any action taken from all services provided or omitted to be taken provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by any Indemnified Party the Company to the Shareholder Representative as fees and charges, but not including reimbursable expenses. Indemnification under or this Section 3.3(a) shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. Any such amounts incurred by the Company in connection with any of the foregoing; provided, that Seller this Section 3.3(a) shall not be liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, that, in each case, results from anything other than Buyer’s gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify and hold Buyer 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 Seller 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 Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges its obligations hereunder are recourse obligations of SellerPDC Sale Expense.

Indemnity and Expenses. (a) Seller hereby agrees to hold Buyer and its Buyer’s Affiliates and each of their respective officers, directors, directors and employees and agents (the “Indemnified Parties”) harmless from and indemnify the Indemnified Parties against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stampIndemnified Taxes, excise, sales or other taxes which may be payable or determined to be payable Taxes imposed with respect to any of the Purchased Loans or in connection with any Assets (except Taxes imposed after Buyer completes the in-blank Transfer Documents to become the lender of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyerrecord), fees, costs, actual costs and expenses incurred (including reasonable attorneys attorneys’ fees and disbursements and any and all actual servicing and enforcement costs incurred with respect to the Purchased LoansAssets) or disbursements (all of the foregoing, collectively collectively, the “Indemnified Amounts”) which that may at any time (including, without limitation, such time as the this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, the this Agreement or any Transactions thereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, provided that Seller shall not be liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of any Indemnified PartyParty or amounts described in Section 11.02 of the Custodial Agreement incurred or asserted in connection with a Financing Arrangement. Without limiting the generality of the foregoing, Seller agrees to hold Buyer each Indemnified Party harmless from and indemnify Buyer each Indemnified Party against all Indemnified Amounts with respect to all Purchased Loans Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or Real Estate Settlement Procedures Act, that, in each case, results from anything other than Buyer’s the gross negligence or willful misconductmisconduct of an Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Asset Documents, Seller will save, indemnify and hold Buyer harmless from and against all expenseactual expense incurred, actual loss or damage suffered by Buyer by reason of any defense, set-offsetoff, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller 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 Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s actual costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the this Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that its obligations hereunder are recourse obligations of Seller.

Indemnity and Expenses. (a) Seller Borrower hereby agrees to hold Buyer indemnify Class A Lender and its Affiliates and each of their respective officers, directors, employees and agents (“Indemnified Parties”) harmless from and indemnify the Indemnified Parties against any and all actual, out-of-pocket liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, actual and documented out-of-pocket costs and actual and documented out-of-pocket expenses or disbursements (including reasonable attorneys and documented attorneys’ fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loansof outside counsel) or disbursements (all of the foregoingforegoing included amounts, collectively “Indemnified Amounts”) which that may at any time (including, without limitation, such time as the this Agreement shall no longer be in effect and the Transactions Loan shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, or as a result of, this Agreement, the Agreement other Loan Documents, any Event of Default or any Transactions thereunder the Loan or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, provided that Seller Borrower shall not be liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of any Indemnified PartyParty and, provided further, that this Article 25 shall have no application with respect to Taxes other than in connection with any Taxes that represent Indemnified Amounts arising from any non-Tax claim. Without limiting the generality of the foregoing, Seller Xxxxxxxx agrees to hold Buyer Class A Lender harmless from and indemnify Buyer Class A Lender against all Indemnified Amounts with respect to all Purchased Loans the Underlying Loan relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than Buyer’s the bad faith, gross negligence or willful misconductmisconduct of an Indemnified Party. In any suit, proceeding or action brought by Buyer Class A Lender in connection with any Purchased the Underlying Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documentsthe Underlying Loan, Seller will Borrower shall save, indemnify and hold Buyer Class A Lender harmless from and against all expense, loss or damage Indemnified Amounts 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 Seller any Borrower Party or any Affiliate thereof 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 SellerBorrower. Seller Xxxxxxxx also agrees to reimburse an Indemnified Party Class A Lender as and when billed by such Indemnified Party Class A Lender for all such Indemnified PartyClass A Lender’s actual and documented out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified PartyLender’s rights under the Agreement and any other Transaction Loan Document or any transaction contemplated hereby or therebythe Loan, including without limitation the reasonable and documented fees and disbursements of its outside counsel. Seller Xxxxxx and Xxxxxxxx hereby acknowledges its that the obligations of Borrower hereunder are recourse obligations of SellerBorrower only. Notwithstanding anything to the contrary, Xxxxxxxx shall not be liable for any special, exemplary, punitive, indirect, incidental or consequential damages (unless Indemnified Parties shall be required to pay any amount to any third party on account of such damages, in which case such amount shall be deemed to constitute actual damages incurred by Indemnified Parties, as applicable, and the same shall be indemnified by Borrower hereunder) arising out of, in connection with, or as a result of the transactions contemplated hereby.

Indemnity and Expenses. (a) Seller hereby agrees to hold Buyer and its Buyer’s Affiliates and each of their respective officers, directors, directors and employees and agents (the “Indemnified Parties”) harmless from and indemnify the Indemnified Parties against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes Indemnified Taxes, Taxes (including stamp, excise, sales or other taxes which Taxes) that may be payable or determined to be payable with respect to any of the Purchased Loans Assets or in connection with any of the transactions contemplated by the this Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, therewith (other than net income taxes Taxes of Buyer), fees, costs, costs and expenses (including reasonable attorneys attorneys’ fees and disbursements and any and all servicing and enforcement costs incurred with respect to the Purchased LoansAssets) or disbursements (all of the foregoing, collectively collectively, “Indemnified Amounts”) which that may at any time (including, without limitation, such time as the this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, the this Agreement or any Transactions thereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, provided that Seller shall not be liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer each Indemnified Party harmless from and indemnify Buyer each Indemnified Party against all Indemnified Amounts with respect to all Purchased Loans Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or Real Estate Settlement Procedures Act, that, in each case, results from anything other than Buyer’s the gross negligence or willful misconductmisconduct of an Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Asset Documents, Seller will save, indemnify and hold Buyer harmless from and against all expenseexpenses, loss or damage suffered by Buyer 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 Seller 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 Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the this Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that its obligations hereunder are recourse obligations of Seller.

Indemnity and Expenses. (a) Seller The Pledgor hereby agrees unconditionally and irrevocably covenants and undertakes to indemnify and hold Buyer and its Affiliates and each of harmless the Pledgees, their respective directors, officers, directors, employees and agents (each an “Indemnified PartiesParty”) harmless from and indemnify the Indemnified Parties in full at all times against any and all losses, liabilities, obligationsactions, lossesproceedings, claims, demands, penalties, damages, penaltiescosts, actionsexpenses disbursements, judgmentsand other liabilities whatsoever (the “Losses”), suitsincluding without limitation incidental and out-of-pocket expenses and the costs and expenses of legal advisors and other experts, taxes (including stamp, excise, sales or other taxes which may be payable incurred, suffered or determined to be payable with respect to any of the Purchased Loans brought against such Indemnified Party as a result or in connection with (a) their appointment or involvement hereunder or the exercise of any of the transactions contemplated by the Agreement (their powers or duties hereunder or the recharacterization taking of any Transactionacts in accordance with the terms of this Agreement or its usual practice; (b) this Agreement, the Loan Agreement and other transaction documents, or (c) any instruction or other direction upon which the documents delivered in connection herewith Pledgees may rely under this Agreement, as well as the costs and therewith, other than net income taxes expenses incurred by an Indemnified Party of Buyer), fees, costs, expenses (including reasonable attorneys fees and disbursements and defending itself against or investigating any and all servicing and enforcement costs claim or liability with respect to the Purchased Loans) or disbursements (all of the foregoing, collectively “provided that this indemnity shall not apply in respect of an Indemnified Amounts”) Party to the extent but only to the extent that any such Losses incurred or suffered by or brought against such Indemnified Party arises directly from the fraud, wilful misconduct or gross negligence of such Indemnified Party as determined by a court of competent jurisdiction. The Pledgees shall notify the Pledgor promptly of any claim for which it may at any time (includingseek indemnity. Failure by the Pledgees to so notify the Pledgor shall not relieve the Pledgor of its obligations under this Section, without limitationto the extent the Pledgor has been prejudiced thereby. The Pledgor shall defend the claim, such time as the Agreement shall no longer be in effect and the Transactions Pledgees shall have been repaid cooperate in full) be imposed on or asserted against the defense. The Pledgor need not pay for any Indemnified Party in any way whatsoever arising out of or in connection withsettlement made without its consent, or relating to, the Agreement or any Transactions thereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller which consent shall not be liable for Indemnified Amounts resulting from unreasonably withheld. The Pledgor need not reimburse any expense or indemnify against any loss incurred by the Pledgees through any Pledgee’s own willful default or gross negligence or willful misconduct of any Indemnified Partynegligence. Without limiting the generality The obligations of the foregoing, Seller agrees to hold Buyer harmless from Pledgor under this Section shall survive the satisfaction and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, that, in each case, results from anything other than Buyer’s gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify and hold Buyer harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever discharge of the account debtor Loan Agreement, the resignation or obligor thereunder, arising out removal of a breach by Seller the Pledgees and payment in full of any obligation thereunder or arising out the Liabilities through the expiration of any other agreement, indebtedness or liability at any time owing to or in favor the applicable statute of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges its obligations hereunder are recourse obligations of Sellerlimitation.

Indemnity and Expenses. (a) Seller hereby Each Grantor agrees to defend, protect, indemnify and hold Buyer harmless the Collateral Agent, each of the Secured Creditors and its Affiliates each employee, officer, director, agent, professional person, successor and assignee of each of them and each of their respective officers, directors, employees Affiliates and agents subsidiaries (“Indemnified Parties”all of the foregoing collectively referred to herein as the "INDEMNITEES") harmless from and indemnify the Indemnified Parties against any and all liabilities, obligations, losses, damages, penalties, actions, judgmentsjudgment, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), feesclaims, costs, expenses (including reasonable attorneys fees and disbursements and of any and all servicing and enforcement costs with respect to the Purchased Loans) kind or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which may at any time nature whatsoever (including, without limitation, such time as the Agreement shall no longer be in effect reasonable out-of-pocket fees and disbursements of counsel for the Collateral Agent and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection withother Indemnitees, or relating to, the Agreement or any Transactions thereunder or any action taken or omitted to be taken by any Indemnified Party under or incurred in connection with any action or proceeding between any Grantor and any Indemnitee or between any Indemnitee and any third party or otherwise, with respect to any investigative, administrative or judicial proceeding, whether or not such Indemnitee shall be designated a party thereto), imposed on, incurred by, or asserted against such Indemnitee (whether direct, indirect, economic, special, punitive, treble or consequential and whether based on any federal, state, local or foreign laws or other statutory regulations, including, without limitation, Environmental Laws, securities and commercial laws and regulations, under common law or equitable principles) in any manner relating to or arising out of this Agreement, the Collateral or any of the foregoingObligations of such Grantor, or any act, event or transaction related or attendant thereto or contemplated hereby, or any action or inaction by any Indemnitee hereunder or in connection therewith, including, in each such case, any allegation of any such matters, whether meritorious or not (collectively, the "INDEMNIFIED MATTERS"); provided, however, that Seller no Grantor shall not be liable for have any obligation to any Indemnitee hereunder with respect to Indemnified Amounts Matters resulting from the gross negligence or willful misconduct of such Indemnitee. The covenants of each Grantor contained in this Section 18(a) shall survive the payment in full of all amounts due and payable under this Agreement, the Credit Agreement, the Designated Swap Agreements, the Guaranty of Payment and the other Credit Documents, and the full satisfaction of all other Obligations, and are in addition to, and cumulative with respect to, all other indemnities contained in the Credit Agreement, the Designated Swap Agreements, the Guaranty of Payment or any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, that, in each case, results from anything other than Buyer’s gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Credit Documents, Seller will save, indemnify and hold Buyer 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 Seller 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 Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges its obligations hereunder are recourse obligations of Seller.

Indemnity and Expenses. (a) Seller hereby agrees to hold Buyer and its indemnify Purchaser, Purchaser’s Affiliates and each of its and their respective officers, directors, employees and agents (“Indemnified Parties”) for, and hold harmless from and indemnify the Indemnified Parties against from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses (including including, without limitation, the reasonable attorneys fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loansexpenses of external counsel) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which that may at any time (including, without limitation, such time as the this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, or as a result of, this Agreement, the Agreement or other Transaction Documents, any Transactions thereunder Transactions, any Event of Default or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, provided that Seller shall not be liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer Purchaser harmless from and indemnify Buyer Purchaser against all Indemnified Amounts with respect to all Purchased Loans Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, that, the Truth in each case, results from anything other than Buyer’s gross negligence or willful misconductLending Act and/or the Real Estate Settlement Procedures Act. In any suit, proceeding or action brought by Buyer Purchaser in connection with any Purchased Loan Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Loan DocumentsAsset, Seller will save, agrees to hold Purchaser harmless from and indemnify and hold Buyer harmless Purchaser from and against all expense, loss or damage Indemnified Amounts 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 any Seller Party or any Affiliate thereof 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 any Seller Party or any Affiliate thereof. The obligation of Seller hereunder is a recourse obligation of Seller. This paragraph (a) shall not apply with respect to taxes other than (i) taxes for which the Seller also agrees would be required to reimburse an Indemnified Party as pay additional amounts to Purchaser pursuant to Article 6(a), (ii) Taxes which shall be governed solely by Article 6(c), and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the Agreement and (iii) taxes that represent losses, claims, damages, etc. arising from any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges its obligations hereunder are recourse obligations of Sellernon-tax claim.

Indemnity and Expenses. (a) Seller hereby Without limiting the generality of the provisions of Section 10.03 of the Credit Agreement, and except to the extent reimbursement of expenses is limited by Section 10.03(a) of the Credit Agreement to reimbursement of expenses of only certain parties, each Pledgor agrees to hold Buyer indemnify the Administrative Agent (including in its capacity as the Collateral Agent, and its Affiliates any sub-agent thereof), each Arranger and each Lender, and each Related Party of their respective officers, directors, employees and agents any of the foregoing Persons (each such Person being referred to as an “Indemnified PartiesIndemnitee”) against, and hold each Indemnitee harmless from and indemnify the Indemnified Parties against from, any and all liabilitieslosses, obligations, lossesclaims, damages, penaltiesliabilities and related expenses, actionsincluding the reasonable out-of-pocket fees, judgmentscharges and disbursements of any counsel for any Indemnitee, suitsarising out of, taxes in connection with or as a result of this Agreement or any other Loan Document (including stampenforcement of this Agreement or any other Security Document), excisewhether based on contract, sales tort or any other taxes which may be payable theory and whether initiated against or determined by any party to be payable with respect to this Agreement or any other Loan Document, any Affiliate of any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses (including reasonable attorneys fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which may at any time (including, without limitation, such time as the Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, the Agreement foregoing or any Transactions thereunder or third party (and regardless of whether any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoingIndemnitee is a party thereto); provided, that Seller such indemnity and release shall not not, as to any Indemnitee, be liable for Indemnified Amounts resulting available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of any Indemnified Party. Without limiting such Indemnitee (it being understood that it is the generality intention of the foregoingparties hereto that each of the Indemnitees be indemnified in the case of its own negligence (other than gross negligence), Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans relating to regardless of whether such negligence is sole or arising out of any violation contributory, active or alleged violation of any environmental lawpassive, rule imputed, joint or regulation technical), (ii) except where such Indemnitee is the Administrative Agent or the Collateral Agent (or any consumer credit lawssub-agent thereof) or a Related Party thereof, including without limitation ERISArelate to claims between or among the Lenders or any of their Affiliates, thatshareholders, in each case, results from anything partners or members (other than Buyer’s gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify and hold Buyer harmless such claims arising 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 Seller any Pledgor of its obligations under this Agreement or any other Loan Document) or (iii) except where such Indemnitee is the Administrative Agent or the Collateral Agent (or any sub-agent thereof) or a Related Party thereof, are in respect of any obligation thereunder property for any occurrence arising from the acts or arising out omissions of any other agreementLender during the period after which such Person, indebtedness its successors or liability at any time owing to or in favor assigns shall have obtained possession of such account debtor property (whether by foreclosure or obligor deed in lieu of foreclosure, as mortgagee-in-possession or its successors from Sellerotherwise). Seller also If and to the extent that the foregoing undertaking may be unenforceable for any reason, each Pledgor hereby agrees to reimburse an Indemnified Party as make the maximum contribution to the payment and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with satisfaction of each of the enforcement or the preservation of such Indemnified Party’s rights foregoing which is permissible under the Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges its obligations hereunder are recourse obligations of Sellerapplicable law.

Indemnity and Expenses. (a) Seller hereby Each Grantor severally agrees (to the extent not promptly reimbursed by the Borrower) to indemnify, defend and save and hold Buyer harmless each Secured Party and its each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against, and shall pay on demand, any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceedings or preparation of a defense in connection therewith) this Agreement, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct of its affiliates, directors, officers, employees, advisors or agents; provided that each Grantor shall not be required to reimburse legal fees and expenses of more than one outside counsel (in addition to a single special counsel and up to one local counsel in each applicable local jurisdiction for all Indemnified Parties (which shall be selected by the Collateral Agent), unless, in the reasonable opinion of the Collateral Agent, representation of all Indemnified Parties would be inappropriate due to the existence of actual or potential conflict of interest. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 22(a) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Grantor, its directors, shareholders or creditors or any Indemnified Party or any other Person, whether or not any Indemnified Party is otherwise a party thereto and whether or not the Transaction is consummated. The Grantors also agree not to assert any claim against the Collateral Agent, any Secured Party or any of their Affiliates, or any of their respective officers, directors, employees employees, agents and agents (“Indemnified Parties”) harmless from and indemnify the Indemnified Parties against advisors, on any and all liabilitiestheory of liability, obligationsfor special, lossesindirect, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales consequential or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses (including reasonable attorneys fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which may at any time (including, without limitation, such time as the Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever punitive damages arising out of or in connection with, or relating to, the Agreement or any Transactions thereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans otherwise relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, that, in each case, results from anything other than Buyer’s gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify and hold Buyer 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 Seller 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 Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges its obligations hereunder are recourse obligations of Sellerthis Agreement.

Indemnity and Expenses. (a) Seller hereby agrees to hold indemnify Buyer and its Affiliates and each of their respective officers, directors, employees and agents (“Indemnified Parties”) harmless from and indemnify the Indemnified Parties against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, actual and documented out-of-pocket costs and actual and documented out-of-pocket expenses or disbursements (including reasonable attorneys and documented attorneys’ fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loansof outside counsel) or disbursements (all of the foregoingforegoing included amounts, collectively “Indemnified Amounts”) which that may at any time (including, without limitation, such time as the this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, or as a result of, this Agreement, the Agreement other Transaction Documents, any Event of Default or any Transactions thereunder Transaction or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, provided that Seller shall not be liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation Environmental Law or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than Buyer’s the bad faith, gross negligence or willful misconductmisconduct of an Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Loan DocumentsAsset, Seller will shall save, indemnify and hold Buyer harmless from and against all expense, loss or damage Indemnified Amounts 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 any Seller Party or any Affiliate thereof 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 SellerSeller or such Affiliate. Seller also agrees to reimburse an Indemnified Party Buyer as and when billed by such Indemnified Party Buyer for all such Indemnified PartyBuyer’s actual and documented out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified PartyBuyer’s rights under the Agreement and any other Transaction Document or any transaction contemplated hereby or therebyTransaction, including without limitation the reasonable and documented fees and disbursements of its outside counsel. Seller hereby acknowledges its that the obligations of Seller hereunder are recourse obligations of Seller.

Indemnity and Expenses. (a) Seller hereby agrees to hold Buyer and its indemnify Purchaser, Purchaser’s Affiliates and each of its and their respective officers, directors, employees and agents (“Indemnified Parties”) for, and hold harmless from and indemnify the Indemnified Parties against from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes Indemnified Taxes (including stamp, excise, sales Indemnified Taxes imposed or other taxes which may be asserted on or attributable to amounts payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyerunder Article 5), fees, costs, expenses (including including, without limitation, the reasonable attorneys fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loansexpenses of counsel) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which that may at any time (including, without limitation, such time as the this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, or as a result of, this Agreement, the Agreement or other Transaction Documents, any Transactions thereunder Transactions, any Event of Default or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; providedprovided that (i) other than in respect of Indemnified Taxes, that the foregoing shall have no applicable in respect of Taxes other than in respect of any non-Tax claim and (ii) Seller shall not be liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer Purchaser harmless from and indemnify Buyer Purchaser against all Indemnified Amounts with respect to all Purchased Loans Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, that, the Truth in each case, results from anything other than Buyer’s gross negligence or willful misconductLending Act and/or the Real Estate Settlement Procedures Act. In any suit, proceeding or action brought by Buyer Purchaser in connection with any Purchased Loan Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Loan DocumentsAsset, Seller will save, agrees to hold Purchaser harmless from and indemnify and hold Buyer harmless Purchaser from and against all expense, loss or damage Indemnified Amounts 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 any Seller Party or any Affiliate thereof 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 SellerSeller or Guarantor. The obligation of Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges its obligations hereunder are is a recourse obligations obligation of Seller.

Indemnity and Expenses. (a) Seller hereby agrees to hold Buyer and its respective Affiliates and each of their respective officers, directors, directors and employees and agents (the “Indemnified Parties”) harmless from and indemnify the Indemnified Parties against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes Indemnified Taxes, Taxes (including stamp, excise, sales or other taxes which Taxes) that may be payable or determined to be payable with respect to any of the Purchased Loans Assets or in connection with any of the transactions contemplated by the this Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, therewith (other than net income taxes Taxes of Buyer), fees, costs, costs and expenses (including reasonable attorneys out-of-pocket attorneys’ fees and disbursements and any and all servicing and enforcement costs incurred with respect to the Purchased LoansAssets) or disbursements (all of the foregoing, collectively collectively, “Indemnified Amounts”) which that may at any time (including, without limitation, such time as the this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, the this Agreement or any Transactions thereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, provided that Seller shall not be liable for Indemnified Amounts resulting from the bad faith, gross negligence or willful misconduct of any Indemnified PartyParty or for any overhead expenses of Buyer. Without limiting the generality of the foregoing, Seller agrees to hold Buyer each Indemnified Party harmless from and indemnify Buyer each Indemnified Party against all Indemnified Amounts with respect to all Purchased Loans Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or Real Estate Settlement Procedures Act, that, in each case, results from anything other than Buyer’s the bad faith, gross negligence or willful misconductmisconduct of an Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Asset Documents, Seller will save, indemnify and hold Buyer harmless from and against all expenseexpenses, loss or damage suffered by Buyer 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 Seller 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 Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the this Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that its obligations hereunder are recourse obligations of Seller.

Indemnity and Expenses. (a) Seller hereby agrees to hold Buyer and its Affiliates and each of their respective officers, directors, employees and agents (“Indemnified Parties”) harmless from and indemnify the Indemnified Parties against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses (including reasonable attorneys attorneys’ fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which may at any time (including, without limitation, such time as the Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, the Agreement or any Transactions thereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, that, in each case, results from anything other than Buyer’s gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify and hold Buyer 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 Seller 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 Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that its obligations hereunder are recourse obligations of Seller.

Indemnity and Expenses. (a) Seller hereby Each Grantor agrees to indemnify, reimburse and hold Buyer the Administrative Agent and its Affiliates the Secured Parties, and each of their respective officers, directors, employees employees, representatives and agents (“Indemnified Parties”hereinafter in this Section referred to individually as "INDEMNITEE" and collectively as "INDEMNITEES") harmless from and indemnify the Indemnified Parties against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, taxes costs, expenses or disbursements (including stamp, excise, sales reasonable attorneys' fees and expenses) (for the purposes of this Section the foregoing are collectively called "expenses") for whatsoever kind or other taxes nature which may be payable imposed on, 256 asserted against or determined to be payable with respect to incurred by any of the Purchased Loans Indemnitees in any way relating to or arising out of this Agreement or the documents executed in connection herewith or in connection any other way connected with any the administration of the transactions contemplated by the Agreement (hereby or the recharacterization enforcement of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses (including reasonable attorneys fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoingterms of or the preservation of any rights hereunder, collectively “Indemnified Amounts”) which may at or in any time way relating to or arising out of the manufacture, ownership, ordering, purchase, delivery, control, acceptance, lease, financing, possession, operation, condition, sale, return or other disposition or use of the Collateral (including, without limitation, such time as latent or other defects, whether or not discoverable), the Agreement shall no longer be in effect and violation of the Transactions shall have been repaid in full) be laws of any country, state or other governmental body or unit, any tort (including, without limitation, claims arising or imposed on or asserted against any Indemnified Party in any way whatsoever arising out under the doctrine of or in connection withstrict liability, or relating tofor or on account of injury to or the death of any Person (including any Indemnitee), the Agreement or for property damage) or any Transactions thereunder or contract claim; provided that no Indemnitee shall be indemnified pursuant to this Section with respect to any action taken or omitted expenses hereunder to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for Indemnified Amounts resulting extent such expenses arise from the gross negligence or willful misconduct of that Indemnitee. Each Grantor agrees that upon written notice by any Indemnified PartyIndemnitee of any assertion that could give rise to an expense, such Grantor shall assume full responsibility for the defense thereof. Without limiting the generality of the foregoing, Seller Each Indemnitee agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect use its best efforts to all Purchased Loans relating to or arising out promptly notify such Grantor of any violation or alleged violation such assertion of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, that, in each case, results from anything other than Buyer’s gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify and hold Buyer 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 Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of which such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges its obligations hereunder are recourse obligations of SellerIndemnitee has knowledge.

Indemnity and Expenses. (a) Seller hereby agrees to hold Buyer and its respective Affiliates and each of their respective officers, directors, directors and employees and agents (the “Indemnified Parties”) harmless from and indemnify the Indemnified [NEWYORK 3032673_23] Parties against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes Indemnified Taxes, Taxes (including stamp, excise, sales or other taxes which Taxes) that may be payable or determined to be payable with respect to any of the Purchased Loans Assets or in connection with any of the transactions contemplated by the this Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, therewith (other than net income taxes Taxes of Buyer), fees, costs, costs and expenses (including reasonable attorneys out-of-pocket attorneys’ fees and disbursements and any and all servicing and enforcement costs incurred with respect to the Purchased LoansAssets) or disbursements (all of the foregoing, collectively collectively, “Indemnified Amounts”) which that may at any time (including, without limitation, such time as the this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, the this Agreement or any Transactions thereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, provided that Seller shall not be liable for Indemnified Amounts resulting from the bad faith, gross negligence or willful misconduct of any Indemnified PartyParty or for any overhead expenses of Buyer. Without limiting the generality of the foregoing, Seller agrees to hold Buyer each Indemnified Party harmless from and indemnify Buyer each Indemnified Party against all Indemnified Amounts with respect to all Purchased Loans Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or Real Estate Settlement Procedures Act, that, in each case, results from anything other than Buyer’s the bad faith, gross negligence or willful misconductmisconduct of an Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Asset Documents, Seller will save, indemnify and hold Buyer harmless from and against all expenseexpenses, loss or damage suffered by Buyer 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 Seller 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 Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the this Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that its obligations hereunder are recourse obligations of Seller.

Indemnity and Expenses. (a) Seller hereby agrees to hold Buyer and its indemnify Purchaser, Purchaser’s Affiliates and each of its and their respective officers, directors, employees and agents (“Indemnified Parties”) for, and hold harmless from and indemnify the Indemnified Parties against from, any and all actual out-of-pocket liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses (including including, without limitation, the reasonable attorneys out-of-pocket fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loansexpenses of outside counsel) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which that may at any time (including, without limitation, such time as the this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, or as a result of, this Agreement, the Agreement or other Transaction Documents, any Transactions thereunder Transactions, any Event of Default or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, provided that Seller shall not be liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer Purchaser harmless from and indemnify Buyer Purchaser against all Indemnified Amounts with respect to all Purchased Loans Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act that, in each case, results does not result from anything other than Buyer’s the gross negligence or willful misconductmisconduct of any Indemnified Party. In any suit, proceeding or action brought by Buyer Purchaser in connection with any Purchased Loan Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Loan DocumentsAsset, Seller will save, agrees to hold Purchaser harmless from and indemnify and hold Buyer harmless Purchaser from and against all expense, loss or damage Indemnified Amounts suffered by Purchaser 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 any Seller Party or any Affiliate thereof 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 any Seller Party or any Affiliate thereof. The obligation of Seller hereunder is a recourse obligation of Seller. Seller also agrees This Article 27(a) shall not apply with respect to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the Agreement and Taxes other than any other Transaction Document or Taxes that represent losses, claims, damages, etc. arising from any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges its obligations hereunder are recourse obligations of Sellernon-Tax claim.

Indemnity and Expenses. (a) Seller hereby agrees to hold Buyer Buyer, and its Affiliates affiliates and each of their respective officers, directors, employees employees, agents and agents advisors (each an “Indemnified PartiesParty”) harmless from and indemnify the any Indemnified Parties Party against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes judgments and costs and expenses relating thereto of any kind which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated imposed on, incurred by the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses (including reasonable attorneys fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which may at any time (including, without limitation, such time as the Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any such Indemnified Party in any way whatsoever (collectively, the “Costs”) relating to or arising out of this Agreement, any other Program Document or in connection withany transaction contemplated hereby or thereby, or relating toany amendment, the Agreement supplement or modification of, or any Transactions thereunder waiver or any action taken or omitted to be taken by any Indemnified Party consent under or in connection with respect of, this Agreement, any of the foregoing; providedother Program Document or any transaction contemplated hereby or thereby, that Seller shall not be liable for that, in each case, results from anything other than any Indemnified Amounts resulting from the Party’s gross negligence or willful misconduct of any Indemnified Party(including failure by Buyer to comply with applicable law). Without limiting the generality of the foregoing, Seller agrees to hold Buyer any Indemnified Party harmless from and indemnify Buyer such Indemnified Party against all Indemnified Amounts Costs with respect to all Purchased Mortgage Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit applicable laws, including without limitation ERISA, rules and regulations that, in each case, results from anything other than Buyersuch Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer an Indemnified Party in connection with any Purchased Mortgage Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan DocumentsMortgage Loan, Seller will save, indemnify and hold Buyer 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, arising out of a breach by Seller 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 Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the Agreement and this Agreement, any other Transaction Program Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges its that, the obligations hereunder of Seller under this Agreement are recourse obligations of Seller.

Indemnity and Expenses. (a) Seller The Borrower shall and does hereby agrees to hold Buyer indemnify and save the Lender, its Affiliates and each of their respective directors, officers, directorsemployees, employees agents, attorneys, servants, successors and agents (“Indemnified Parties”) assigns, harmless from and indemnify the Indemnified Parties against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses (including reasonable attorneys fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which may at any time liabilities (including, without limitation, such time as the Agreement shall no longer be in effect negligence, tort and the Transactions shall have been repaid in full) be imposed on or asserted against any strict liability), damages, expenses, claims, actions, proceedings, judgments, settlements, losses, liens and obligations (each, an "Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, the Agreement or any Transactions thereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit lawsClaim"), including (without limitation ERISA, that, in each case, results from anything other than Buyer’s gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify limitation) attorneys' fees and hold Buyer 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 thereunderexpenses, arising out of a breach the ordering, purchase, delivery, rejection, non-delivery, ownership, selection, possession, leasing, renting, financing, operation (regardless of where, how and by Seller whom operated), control, use, condition (including but not limited to latent and other defects, whether or not discoverable by the Borrower), maintenance, delivery, transportation, storage, repair, furnishing of specifications with respect to, and the return or other disposition of, the Equipment or any obligation thereunder other Collateral, and any claims of patent, trademark or copyright infringement or, in the event that the Borrower shall be in default hereunder, arising out of the condition of any item of Equipment or any other agreementCollateral sold or disposed of after use by the Borrower, indebtedness or liability at any time owing including (without limitation) claims for injury to or death of persons and for damage to property. The indemnities and obligations herein provided shall continue in favor full force and effect notwithstanding the expiration, termination or cancellation of such account debtor this Agreement or obligor any Loan Schedule for any reason whatsoever and irrespective of whether the Borrower ever accepts the Equipment or its successors from Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the Agreement and any other Transaction Document Collateral. The Borrower shall give the Lender prompt written notice of any Indemnified Claim and, at the Lender's sole option, shall defend the Lender against any Indemnified Claim at the Borrower's sole expense with attorney(s) selected by the Lender. The Borrower is an independent contractor and nothing contained herein shall authorize the Borrower or any transaction contemplated hereby other person to operate any item of Equipment or therebyany other Collateral so as to incur any liability or obligation for or on behalf of the Lender. The Borrower will upon demand pay to the Lender the amount of any and all expenses, including without limitation the reasonable fees and disbursements of its counselcounsel and of any experts and agents, which the Lender may incur in connection with (a) the administration of this Agreement or any Loan Schedule, (b) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral, (c) the exercise, enforcement or protection of any of the rights of the Lender hereunder, or (d) the failure by the Borrower to perform or observe any of the provisions hereof. Seller hereby acknowledges its obligations hereunder are recourse obligations The foregoing amounts shall become part of Sellerthe Obligations and secured by the Collateral as set forth in this Agreement or any Loan Schedule and the Lender may at any time apply to the payment of all such costs and expenses all proceeds arising from the possession or disposition of all or any portion of the Collateral.

Indemnity and Expenses. (a) Seller hereby Pledgor agrees to hold Buyer and its Affiliates indemnify Lender and each of their respective its directors, officers, directorsemployees, employees agents and agents (“Indemnified Parties”) harmless affiliates from and indemnify the Indemnified Parties against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales Losses growing out of or other taxes which may be payable resulting from this Pledge Agreement or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by this Pledge Agreement, including enforcement of this Pledge Agreement. Pledgor will upon demand pay to Lender the Agreement (or the recharacterization amount of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses (including reasonable attorneys fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which may at any time (including, without limitation, such time as the Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, the Agreement or any Transactions thereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit lawsreasonable expenses, including without limitation ERISA, that, in each case, results from anything other than Buyer’s gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify and hold Buyer 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 Seller 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 Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel and of any experts and agents, which Lender incurs in connection with (a) any amendment to this Pledge Agreement, (b) the administration of this Pledge Agreement, (c) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral, (d) the exercise or enforcement of any of the rights of Lender under this Pledge Agreement, or (e) the failure by Pledgor to perform or observe any of the provisions of this Pledge Agreement, (f) or otherwise protecting, enforcing or preserving any rights or remedies under this Pledge Agreement and the other Loan Documents to which Pledgor is a party, including the fees and other charges of counsel (including the allocated fees and expenses of internal counsel) to the Lender. Seller hereby acknowledges its obligations hereunder are recourse All amounts due under this Section 13 shall be payable not later than five (5) days after demand therefor, shall constitute Pledgor Obligations, and shall bear interest until paid at a rate per annum equal to the highest lawful rate per annum. Without prejudice to the survival of any other agreement of Pledgor under this Agreement or any other Loan Documents, the agreements and obligations of SellerPledgor contained in this Section 13 shall survive termination of the Loan Documents and payment in full of Pledgor Obligations and all other amounts payable under this Pledge Agreement.

Indemnity and Expenses. (a) Seller hereby agrees to hold Buyer and its Buyer’s Affiliates and each of their respective officers, directors, directors and employees and agents (the “Indemnified Parties”) harmless from and indemnify the Indemnified Parties against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, reasonable costs and actual out-of-pocket expenses (including reasonable attorneys attorneys’ fees and disbursements and any and all servicing and enforcement costs incurred with respect to the Purchased LoansAssets) or disbursements (all of the foregoing, collectively collectively, “Indemnified Amounts”) which that may at any time (including, without limitation, such time as the this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, the this Agreement or any Transactions thereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, provided that Seller shall not be liable for (i) Indemnified Amounts resulting from the gross negligence or willful misconduct of any Indemnified Party, (ii) Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim (which, for the avoidance of doubt, shall be governed by Sections 3(q)-(t)) and (iii) any special, indirect, consequential or punitive damages arising out of, in connection with, or as a result of the transactions contemplated hereby. Without limiting the generality of the foregoing, Seller agrees to hold Buyer each Indemnified Party harmless from and indemnify Buyer each Indemnified Party against all Indemnified Amounts with respect to all Purchased Loans Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or Real Estate Settlement Procedures Act, that, in each case, results from anything other than Buyer’s the gross negligence or willful misconductmisconduct of an Indemnified Party; provided that Seller shall have no liability for any claims arising as a direct result of activities or events in connection with the foregoing which occur at any time more than six (6) months after Buyer (or one of its Affiliates) takes title to the related Mortgaged Property. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Asset Documents, Seller will save, indemnify and hold Buyer harmless from and against all expenseexpenses, loss or damage suffered by Buyer 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 Seller 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 Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s actual out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the this Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable and documented fees and disbursements of its counsel. Seller hereby acknowledges that its obligations hereunder are recourse obligations of Seller.

Indemnity and Expenses. (a) Seller hereby agrees to hold Buyer Administrative Agent, Buyers, and its their respective Affiliates and each of their respective officers, directors, directors and employees and agents (the “Indemnified Parties”) harmless from and indemnify the Indemnified Parties against any and all actual out-of-pocket liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, costs and expenses (including the actual and reasonable attorneys attorneys’ fees and disbursements of outside counsel and any and all servicing and enforcement costs incurred with respect to the Purchased LoansAssets) or disbursements (all of the foregoing, collectively collectively, “Indemnified Amounts”) which that may at any time (including, without limitation, such time as the this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, the this Agreement or any Transactions thereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, provided that Seller shall not be liable for Indemnified Amounts resulting from the fraudulent acts, gross negligence or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer each Indemnified Party harmless from and indemnify Buyer each Indemnified Party against all Indemnified Amounts with respect to all Purchased Loans Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or Real Estate Settlement Procedures Act, that, in each case, results from anything other than Buyer’s the gross negligence or willful misconductmisconduct of an Indemnified Party. In any suit, proceeding or action brought by Administrative Agent or any Buyer in connection with any Purchased Loan Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Asset Documents, Seller will save, indemnify and hold Buyer Administrative Agent and Buyers harmless from and against all expenseexpenses, loss or damage suffered by Administrative Agent and Buyers 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 Seller 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 Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the this Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the actual and reasonable fees and disbursements of its outside counsel. Without limiting the generality of the foregoing, Seller agrees to hold each Indemnified Party harmless from any action taken in connection with this Agreement or any Transaction Documents, including, but not limited to, the payment of any Repurchase Price, Price Differential, Principal Payment, Income or any other payment or fees. Seller hereby acknowledges that its obligations hereunder are recourse obligations of Seller. This paragraph shall not apply to any Taxes, other than Taxes that represent Indemnified Amounts arising from any non Tax claim.

Indemnity and Expenses. (a) Seller hereby agrees to hold Buyer and its indemnify Purchaser, Purchaser’s Affiliates and each of their respective officers, directors, employees and agents (“Indemnified Parties”) harmless from and indemnify the Indemnified Parties against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costsreasonable, out-of-pocket costs and expenses or disbursements (including reasonable attorneys and documented attorneys’ fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loansof outside counsel) or disbursements (all of the foregoingforegoing included amounts, collectively “Indemnified Amounts”) which that may at any time (including, without limitation, such time as the this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, or as a result of, this Agreement, the Agreement other Transaction Documents, any Event of Default or any Transactions thereunder Transaction or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, provided that Seller shall not be liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of any Indemnified PartyParty and, provided further, that this Article 25 shall have no application with respect to Taxes other than in connection with any non-Tax claim. Without limiting the generality of the foregoing, Seller agrees to hold Buyer Purchaser harmless from and indemnify Buyer Purchaser against all Indemnified Amounts with respect to all Purchased Loans Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, that, the Truth in each case, results from anything other than Buyer’s gross negligence or willful misconductLending Act and/or the Real Estate Settlement Procedures Act. In any suit, proceeding or action brought by Buyer Purchaser in connection with any Purchased Loan Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Loan DocumentsAsset, Seller will shall save, indemnify and hold Buyer Purchaser harmless from and against all expense, loss or damage Indemnified Amounts 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 any Seller Party or any Affiliate thereof 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 Seller. Seller also agrees to reimburse an Indemnified Party Purchaser as and when billed by such Indemnified Party Purchaser for all such Indemnified PartyPurchaser’s out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified PartyPurchaser’s rights under the Agreement and any other Transaction Document or any transaction contemplated hereby or therebyTransaction, including without limitation the reasonable and documented fees and disbursements of its counsel. Seller hereby acknowledges its that the obligations of Seller hereunder are recourse obligations of Seller.

Indemnity and Expenses. (a) Seller hereby agrees to hold indemnify Buyer and its Affiliates and each of their respective officers, directors, directors and employees and agents (the “Indemnified Parties”) harmless from and indemnify the Indemnified Parties against any and all reasonable actual out-of-pocket liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses (including reasonable attorneys fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoing, collectively collectively, “Indemnified Amounts”) which that may at any time (including, without limitation, such time as the this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, the this Agreement or any Transactions thereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, provided that Seller shall not be liable for Indemnified Amounts resulting from the gross negligence negligence, fraud or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer each Indemnified Party harmless from and indemnify Buyer each Indemnified Party against all Indemnified Amounts with respect to all Purchased Loans Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or Real Estate Settlement Procedures Act, that, in each case, results from anything other than Buyer’s the gross negligence negligence, fraud or willful misconductmisconduct of an Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Asset Documents, Seller will save, indemnify and hold Buyer harmless from and against all expenseexpenses, loss or damage suffered by Buyer 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 Seller 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 Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the this Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that its obligations hereunder are recourse obligations of Seller. This Section 20(a) shall not apply with respect to Taxes other than any Indemnified Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnity and Expenses. (a) Seller hereby agrees to hold Buyer Buyer, Agent, and its their respective Affiliates and each of their respective officers, directors, employees employees, agents and agents advisors (each an “Indemnified PartiesParty”) harmless from and indemnify the each Indemnified Parties Party against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes judgments and costs and expenses relating thereto of any kind which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated imposed on, incurred by the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses (including reasonable attorneys fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which may at any time (including, without limitation, such time as the Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any such Indemnified Party in any way whatsoever (collectively, the “Costs”) relating to or arising out of this Agreement, any other Program Document or in connection withany transaction contemplated hereby or thereby, or relating toany amendment, the Agreement supplement or modification of, or any Transactions thereunder waiver or any action taken or omitted to be taken by any Indemnified Party consent under or in connection with respect of, this Agreement, any of the foregoing; providedother Program Document or any transaction contemplated hereby or thereby, that Seller shall not be liable for that, in each case, results from anything other than such Indemnified Amounts resulting from the Party’s gross negligence or willful misconduct of any Indemnified Party(including failure by Buyer or Agent to comply with applicable law). Without limiting the generality of the foregoing, Seller agrees to hold Buyer each Indemnified Party harmless from and indemnify Buyer such Indemnified Party against all Indemnified Amounts Costs with respect to all Purchased Mortgage Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit applicable laws, including without limitation ERISA, rules and regulations that, in each case, results from anything other than Buyersuch Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer an Indemnified Party in connection with any Purchased Mortgage Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan DocumentsMortgage Loan, Seller will save, indemnify and hold Buyer each Indemnified Party harmless from and against all expense, loss or damage damage, suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or of liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller 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 Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the Agreement and this Agreement, any other Transaction Program Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges its that, the obligations hereunder of Seller under this Agreement are recourse obligations of Seller.

Indemnity and Expenses. (a) Seller Each Grantor hereby agrees to: (i) (A) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of Lender (including the reasonable fees and disbursements of Xxxxx Xxxxxx P.C.) in connection with the preparation, execution, delivery and administration of this Agreement, the Credit Agreement and the other Credit Documents together with the documents and instruments referred to hold Buyer herein and therein and any amendment, waiver or consent relating hereto or thereto, and (B) after the occurrence and during the continuation of an Event of Default, pay all reasonable out-of-pocket costs and expenses of Lender in connection with the enforcement of this Agreement, the Credit Agreement, and the other Credit Documents, together with the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under the Credit Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings; and (ii) indemnify Lender and its Affiliates and each of their respective officers, directors, employees employees, representatives, agents, affiliates, trustees and agents investment advisors (each such Person, an “Indemnified PartiesPerson”) harmless from and indemnify the Indemnified Parties hold each of them harmless against any and all liabilities, obligationsobligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses and disbursements (including reasonable attorneys attorneys’ and consultants’ fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loansdisbursements) or disbursements (all of the foregoingcollectively, collectively “Indemnified AmountsDamages”) which may at any time (includingincurred by, without limitation, such time as the Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted assessed against any Indemnified Party of them as a result of, or arising out of, or in any way whatsoever arising out of or in connection withrelated to, or relating toby reason of (a) any investigation, litigation or other proceeding (whether or not Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of Borrower) related to the entering into and/or performance of this Agreement, the Credit Agreement or any Transactions thereunder other Credit Document or (b) the use of any proceeds of any Loans under the Credit Agreement or the consummation of the Transaction or any action taken or omitted to be taken by any Indemnified Party under other transactions contemplated herein or in connection with any other Credit Document or the exercise of any of their rights or remedies provided herein or in the foregoingother Credit Documents; provided, that Seller such indemnity shall not not, as to any Indemnified Person, be liable for Indemnified Amounts resulting available to the extent that such Damages (x) are determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified Person or (y) have resulted from a claim brought by any Grantor against an Indemnified Person for breach of such Indemnified Person’s obligations under any Credit Document. To the extent that the undertaking to indemnify, pay or hold harmless any Indemnified Party. Without limiting Person set forth in the generality preceding sentence may be unenforceable because it violates or would violate any law or public policy, Grantors shall make the maximum contribution to the payment and satisfaction of each of the foregoingindemnified liabilities which is permissible under applicable law. To the fullest extent permitted by applicable law, Seller agrees to hold Buyer harmless from and indemnify Buyer against all no Indemnified Amounts with respect to all Purchased Loans Person shall have any liability for any special, punitive, indirect or consequential damages relating to this Agreement, the Credit Agreement or any other Credit Documents or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, that, in each case, results from anything other than Buyer’s gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer its activities in connection herewith or therewith (whether before or after the Effective Date). This Section 9.08 shall not apply with respect to taxes other any Purchased Loan for taxes that represent losses, claims, damages, etc. arising from any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify and hold Buyer harmless from and against all expense, loss or damage suffered by reason of any defense, setnon-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller 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 Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges its obligations hereunder are recourse obligations of Sellertax claim.

Indemnity and Expenses. (a) Seller hereby Each Grantor agrees to indemnify, reimburse and hold Buyer the Holders, Collateral Trustee and its Affiliates and each of their respective officers, directors, employees managers, members, employees, representatives and agents (“Indemnified Parties”hereinafter in this Section 10.1 referred to individually as "INDEMNITEE" and collectively as "INDEMNITEES") harmless from and indemnify the Indemnified Parties against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, taxes costs, expenses or disbursements (including stamp, excise, sales reasonable attorneys' fees and expenses) (for the purposes of this Section 10.1 the foregoing are collectively called "EXPENSES") for whatsoever kind or other taxes nature which may be payable imposed on, asserted against or determined to be payable with respect to incurred by any of the Purchased Loans Indemnitees in any way relating to or arising out of this Agreement or the documents executed in connection herewith or in connection any other way connected with any the administration of the transactions contemplated by the Agreement (hereby or the recharacterization enforcement of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses (including reasonable attorneys fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoingterms of or the preservation of any rights hereunder or in any way relating to or arising out of the manufacture, collectively “Indemnified Amounts”) which may at any time ownership, ordering, purchase, delivery, control, acceptance, lease, financing, possession, operation, condition, sale, return or other disposition or use of the Collateral (including, without limitation, such time as latent or other defects, whether or not discoverable), the Agreement shall no longer be in effect and violation of the Transactions shall have been repaid in full) be applicable laws of any country, state or other governmental body or unit, any tort (including, without limitation, claims arising or imposed on or asserted against any Indemnified Party in any way whatsoever arising out under the doctrine of or in connection withstrict liability, or relating tofor or on account of injury to or the death of any Person (including any Indemnitee), the Agreement or for property damage) or any Transactions thereunder contract claim; provided that no Indemnitee shall be indemnified pursuant to this Section 10.1 for expenses to the extent caused by or any action taken or omitted attributable to be taken by any Indemnified Party under or in connection with any of (i) the foregoing; provided, that Seller shall not be liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of such Indemnitee; (ii) any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans relating to representation or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, that, in each case, results from anything other than Buyer’s gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify and hold Buyer 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 Seller 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 Seller. Seller also agrees to reimburse an Indemnified Party as and when billed warranty by such Indemnified Party for all Indemnitee being incorrect; (iii) the failure by such Indemnified Party’s costs and expenses incurred Indemnitee to perform or observe any agreement or document delivered in connection with the enforcement transactions described herein or in the preservation Indenture (iv) the creation or existence of such Indemnified Party’s rights a lien on any of the Collateral other than the lien created or consented to by a Grantor; or (v) acts or events (except as related to performance of obligations of the Collateral Trustee under this Agreement or under the Agreement and Indenture,) which occur after the earlier of (I) the payment by Grantors of all indebtedness incurred by any other Transaction Document Grantor under the Indenture or any transaction contemplated hereby or therebyNote, including without limitation and (II) the date of notice of acceleration of the Securities. Each Grantor agrees that upon written notice by any Indemnitee of any assertion that could give rise to an expense, such Grantor shall assume full responsibility for the defense thereof. Each Indemnitee agrees to use commercially reasonable fees and disbursements efforts to promptly notify such Grantor of its counsel. Seller hereby acknowledges its obligations hereunder are recourse obligations any such assertion of Sellerwhich such Indemnitee has knowledge.

Indemnity and Expenses. (a) Seller hereby Each Pledgor agrees to indemnify and hold Buyer the Secured Party and its Affiliates and each of their respective officers, directors, employees employees, professional advisors and agents Affiliates (“Indemnified Parties”each an "INDEMNIFIED PERSON") harmless from and indemnify the Indemnified Parties against any and all liabilities (including reasonable attorney fees), obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time be imposed on, incurred by or asserted against any Indemnified Person, in any way relating to or arising out of this Agreement, or any investigation, litigation or other proceeding relating to this Agreement (including enforcement of this Agreement), or the performance of its duties as Secured Party hereunder or any action taken or omitted by the Secured Party, in its capacity as such, under or in connection with any of the foregoing; PROVIDED that the Pledgors shall not be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stampcosts, excise, sales expenses or other taxes which may be payable or determined disbursements to be payable with respect to the extent that any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses (including reasonable attorneys fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoing, collectively “foregoing result from such Indemnified Amounts”) which may at any time (including, without limitation, such time as the Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, the Agreement or any Transactions thereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, that, in each case, results from anything other than Buyer’s Person's gross negligence or willful misconduct. In no event shall the Pledgors be liable for indirect, incidental, special or consequential damages regardless of the form of action and even if the same are foreseeable. To the extent permitted by Applicable Law, neither Pledgor shall not assert, and each Pledgor hereby waives, any suitclaim against any Indemnified Party, proceeding on any theory of liability, for special, indirect, consequential or action brought by Buyer punitive damages (as opposed to direct or actual damages) arising out of, in connection with any Purchased Loan for any sum owing thereunderwith, or to enforce any provisions of any Purchased Loan Documentsas a result of, Seller will savethis Agreement, indemnify and hold Buyer 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 Seller 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 Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the Agreement and any other Transaction Note Document or any transaction agreement or instrument relating contemplated hereby or thereby or relating hereto or thereto, the transactions contemplated thereby, including without limitation the reasonable fees and disbursements Note or the use of its counsel. Seller hereby acknowledges its obligations hereunder are recourse obligations of Sellerthe proceeds thereof.

Indemnity and Expenses. (a) Seller hereby agrees to hold Buyer and its Buyer’s Affiliates and each of their respective officers, directors, directors and employees and agents (the “Indemnified Parties”) harmless from and indemnify the Indemnified Parties against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes which suits that may be payable or determined to be payable with respect to any of the Purchased Loans Assets or in connection with any of the transactions contemplated by the this Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, therewith (other than net income taxes Taxes of Buyer), fees, costs, actual out-of-pocket costs and expenses (including reasonable attorneys attorneys’ fees and disbursements of outside counsel and any and all servicing and enforcement costs incurred with respect to the Purchased LoansAssets) or disbursements (all of the foregoing, collectively collectively, “Indemnified Amounts”) which that may at any time (including, without limitation, such time as the this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, the this Agreement or any Transactions thereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, provided that Seller shall not be liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer each Indemnified Party harmless from and indemnify Buyer each Indemnified Party against all Indemnified Amounts with respect to all Purchased Loans Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or Real Estate Settlement Procedures Act, that, in each case, results from anything other than Buyer’s the gross negligence or willful misconductmisconduct of an Indemnified Party. Notwithstanding the foregoing, Seller’s indemnification obligations with respect to violations of applicable law and environmental matters shall expire after an Event of Default has occurred and is continuing and Buyer has consummated its remedies hereunder with respect to all of the Purchased Assets subject to Transactions; provided, that Seller’s indemnification shall only expire with respect to any acts or omissions that occurred after the date of such consummation by Buyer of such remedies so long as such acts or omissions were not caused by Seller or an Affiliate or at the direction of Seller or its Affiliates; provided, further, that to the extent of Seller’s indemnification obligations which have not expired pursuant to the preceding proviso, Buyer hereby acknowledges and agrees that Buyer shall have exhausted Buyer’s remedies pursuant to the related Purchased Asset and Purchased Asset Documents, including, without limitation, any such remedies contained in any environmental indemnity agreements of the underlying obligors therefor, prior to pursuing any indemnification remedy against Seller. Seller’s indemnification obligations shall remain with respect to acts or omissions of Seller incurred prior to such foreclosure. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Asset Documents, Seller will save, indemnify and hold Buyer harmless from and against all expenseexpenses, loss or damage suffered by Buyer 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 Seller 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 Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the this Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that its obligations hereunder are recourse obligations of Seller. Indemnified Amounts shall not include Taxes other than any Taxes that represent provable losses, claims or damages arising from a non-Tax claim.

Indemnity and Expenses. (a) Seller Whether or not the transactions contemplated hereby agrees to are consummated, each Grantor shall indemnify and hold Buyer and its Affiliates and each of their respective officers, directors, employees and agents (“Indemnified Parties”) Indemnitee harmless from and indemnify the Indemnified Parties against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, taxes costs, charges, expenses and disbursements (including stampthe reasonable fees, excise, sales charges and disbursements of any counsel for any Indemnitee) of any kind or other taxes which may be payable or determined nature whatsoever (excluding costs and expenses specifically referred to be payable with respect to any in Section 11.04 of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses (including reasonable attorneys fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoing, collectively “Indemnified Amounts”Credit Agreement) which may at any time (includingincluding at any time following repayment of the Loans, without limitation, such time as the Agreement shall no longer be in effect termination of the Letters of Credit and the Transactions shall have been repaid in fulltermination, resignation or replacement of any Agent or replacement of any Lender) be imposed on on, incurred by or asserted against any Indemnified Party such Indemnitee in any way whatsoever relating to or arising out of or in connection withwith the execution, delivery, enforcement, performance or relating to, the administration of this Agreement or any Transactions thereunder other agreement, letter or any action taken or omitted to be taken by any Indemnified Party under or instrument delivered in connection with the transactions contemplated hereby or the consummation of the transactions contemplated hereby or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of any Indemnitee; providedprovided that such indemnity shall not, as to any Indemnitee, be available to the extent that Seller shall not be liable for such Indemnified Amounts resulting Liabilities (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (ii) result from a claim brought by the Company or any Indemnified Partyother Loan Party against such Indemnitee for material breach of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting In no event shall the generality Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the foregoinguse by others of this Agreement or any other agreement, Seller agrees letter or instrument delivered in connection with the transactions contemplated hereby transmitted through the Internet, except to hold Buyer harmless the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from and indemnify Buyer against all Indemnified Amounts with respect the gross negligence or willful misconduct of such Agent Party or any of its officers, directors or employees. In no event shall any Indemnitee have any liability for indirect, special, incidental, consequential or punitive damages (as opposed to all Purchased Loans direct or actual damages) relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the date hereof). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 22 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any violation Loan Party, its directors, shareholders or alleged violation creditors or an Indemnitee or any other Person, whether or not an Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are consummated. All amounts due under this Section 22 shall be payable within ten Business Days after demand therefor. The agreements in this Section 22 shall survive the resignation of the Administrative Agent, the replacement of any environmental lawLender, rule the termination of the Commitments and the repayment, satisfaction or regulation discharge of all the other Obligations. The Administrative Agent and each Lender agrees that in the event that any investigation, litigation or proceeding is asserted or threatened in writing or instituted against it or any consumer credit laws, including without limitation ERISA, that, in each case, results from anything other than Buyer’s gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunderIndemnitee, or any remedial, removal or response action which is requested of it or any other Indemnitee, for which the Administrative Agent or such Lender may desire indemnity or defense hereunder, the Administrative Agent or such Lender shall notify the Company in writing of such event; provided that failure to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify and hold Buyer harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever so notify the Company shall not affect the right of the account debtor Administrative Agent or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing such Lender to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights seek indemnification under the Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges its obligations hereunder are recourse obligations of Sellerthis Section.

Indemnity and Expenses. (a) Seller The Pledgor hereby agrees unconditionally and irrevocably covenants and undertakes to indemnify and hold Buyer and harmless the Pledgee, its Affiliates and each of their respective directors, officers, directors, employees and agents (each an “Indemnified PartiesParty”) harmless from and indemnify the Indemnified Parties in full at all times against any and all losses, liabilities, obligationsactions, lossesproceedings, claims, demands, penalties, damages, penaltiescosts, actionsexpenses disbursements, judgmentsand other liabilities whatsoever (the “Losses”), suitsincluding without limitation incidental and out-of-pocket expenses and the costs and expenses of legal advisors and other experts, taxes (including stamp, excise, sales or other taxes which may be payable incurred, suffered or determined to be payable with respect to any of the Purchased Loans brought against such Indemnified Party as a result or in connection with (a) their appointment or involvement hereunder or the exercise of any of the transactions contemplated by the Agreement (their powers or duties hereunder or the recharacterization taking of any Transactionacts in accordance with the terms of this Agreement or its usual practice; (b) this Agreement the Indenture, Notes and other transaction documents, or (c) any instruction or other direction upon which the documents delivered in connection herewith Pledgee may rely under this Agreement, as well as the costs and therewith, other than net income taxes expenses incurred by an Indemnified Party of Buyer), fees, costs, expenses (including reasonable attorneys fees and disbursements and defending itself against or investigating any and all servicing and enforcement costs claim or liability with respect to the Purchased Loans) or disbursements (all of the foregoing, collectively “provided that this indemnity shall not apply in respect of an Indemnified Amounts”) Party to the extent but only to the extent that any such Losses incurred or suffered by or brought against such Indemnified Party arises directly from the fraud, wilful misconduct or gross negligence of such Indemnified Party as determined by a court of competent jurisdiction. The Pledgee shall notify the Pledgor promptly of any claim for which it may at any time (includingseek indemnity. Failure by the Pledgee to so notify the Pledgor shall not relieve the Pledgor of its obligations under this Section, without limitationto the extent the Pledgor has been prejudiced thereby. The Pledor shall defend the claim, such time as the Agreement shall no longer be in effect and the Transactions Pledgee shall have been repaid cooperate in full) be imposed on or asserted against the defense. The Pledgor need not pay for any Indemnified Party in any way whatsoever arising out of or in connection withsettlement made without its consent, or relating to, the Agreement or any Transactions thereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller which consent shall not be liable for Indemnified Amounts resulting from unreasonably withheld. The Pledgor need not reimburse any expense or indemnify against any loss incurred by the Pledgee through the Pledgee’s own willful default or gross negligence or willful misconduct of any Indemnified Partynegligence. Without limiting the generality The obligations of the foregoingPledgor under this Section shall survive the satisfaction and discharge of this Indenture, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans relating to the resignation or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, that, in each case, results from anything other than Buyer’s gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify and hold Buyer harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever removal of the account debtor or obligor thereunder, arising out Pledgee and payment in full of a breach by Seller the Liabilities through the expiration of any obligation thereunder or arising out the applicable statute 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 Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges its obligations hereunder are recourse obligations of Sellerlimitation.

Indemnity and Expenses. (a) Seller Each Grantor hereby agrees to: (i) (A) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of Lender (including the reasonable fees and disbursements of Lender’s outside counsel) in connection with the preparation, execution, delivery and administration of this Agreement, the Credit Agreement and the other Credit Documents together with the documents and instruments referred to hold Buyer herein and therein and any amendment, waiver or consent relating hereto or thereto, and (B) after the occurrence and during the continuation of an Event of Default, pay all reasonable out-of-pocket costs and expenses of Lender in connection with the enforcement of this Agreement, the Credit Agreement, and the other Credit Documents, together with the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under the Credit Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings; and (ii) indemnify Lender and its Affiliates and each of their respective officers, directors, employees employees, representatives, agents, affiliates, trustees and agents investment advisors (each such Person, an “Indemnified PartiesPerson”) harmless from and indemnify the Indemnified Parties hold each of them harmless against any and all liabilities, obligationsobligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses and disbursements (including reasonable attorneys attorneys’ and consultants’ fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loansdisbursements) or disbursements (all of the foregoingcollectively, collectively “Indemnified AmountsDamages”) which may at any time (includingincurred by, without limitation, such time as the Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted assessed against any Indemnified Party of them as a result of, or arising out of, or in any way whatsoever arising out of or in connection withrelated to, or relating toby reason of (a) any investigation, litigation or other proceeding (whether or not Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of Borrower) related to the entering into and/or performance of this Agreement, the Credit Agreement or any Transactions thereunder other Credit Document, (b) any Collateral or Property of any Credit Party or (c) the use of any proceeds of any Loans under the Credit Agreement or the consummation of the Transaction or any action taken or omitted to be taken by any Indemnified Party under other transactions contemplated herein or in connection with any other Credit Document or the exercise of any of their rights or remedies provided herein or in the foregoingother Credit Documents; provided, that Seller such indemnity shall not not, as to any Indemnified Person, be liable for Indemnified Amounts resulting available to the extent that such Damages (x) are determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified Person or (y) have resulted from a claim brought by any Grantor against an Indemnified Person for breach of such Indemnified Person’s obligations under any Credit Document. To the extent that the undertaking to indemnify, pay or hold harmless any Indemnified Party. Without limiting Person set forth in the generality preceding sentence may be unenforceable because it violates or would violate any law or public policy, Grantors shall make the maximum contribution to the payment and satisfaction of each of the foregoingindemnified liabilities which is permissible under applicable law. To the fullest extent permitted by applicable law, Seller agrees to hold Buyer harmless from and indemnify Buyer against all no Indemnified Amounts with respect to all Purchased Loans Person shall have any liability for any special, punitive, indirect or consequential damages relating to this Agreement, the Credit Agreement or any other Credit Documents or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, that, in each case, results from anything other than Buyer’s gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer its activities in connection herewith or therewith (whether before or after the Effective Date). This Section 9.08 shall not apply with respect to taxes other any Purchased Loan for taxes that represent losses, claims, damages, etc. arising from any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify and hold Buyer harmless from and against all expense, loss or damage suffered by reason of any defense, setnon-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller 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 Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges its obligations hereunder are recourse obligations of Sellertax claim.

Indemnity and Expenses. (a) Seller hereby Debtor agrees to indemnity CELI from any and all claims, losses and liabilities growing out of or resulting from this Agreement; (b) Debtor will upon demand pay or reimburse CELI, as the case may be, the amount of any and all expenses, including fees and disbursements of counsel, experts and agents, which CELI may incur in connection with, (i) the administration of this Agreement; (ii) the custody, preservation, use or operation of, or the sale of, collections from, or other realization upon any Collateral; (iii) the exercise or enforcement of any of the rights of CELI hereunder; or (iv) the failure by Debtor to perform or observe any of the provisions hereof. Upon Debtor’s failure to promptly pay any said amount, CELI may add said amount to the principal amount owed on any Obligation and charge interest on the same at the rate of interest as set forth in said Obligation; (c) Debtor shall fully and promptly pay, perform, discharge, defend, indemnify and hold Buyer harmless CELI from any and its Affiliates and each all claims, orders, demands, causes of their respective officersaction, directorsproceedings, employees and agents (“Indemnified Parties”) harmless from and indemnify the Indemnified Parties against any judgments, or suits and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales costs or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses (including reasonable attorneys fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which may at any time (including, without limitation, such time technical consultant fees, court costs, expenses paid to third parties and reasonable legal fees) and damages arising out of, or as a result of (i) any release, discharge, deposit, dump, spill, leak or placement of any Hazardous Material into or on any Collateral or property owned, leased, rented or used by Debtor (the Agreement shall no longer be in effect “Property”) at any time; (ii) any contamination of the soil or ground water of the Property or damage to the environment and natural resources of the Transactions shall Property or the result of actions whether arising under any Hazardous Materials Law, or common law; or (iii) any toxic, explosive or otherwise dangerous Hazardous Materials which have been repaid buried beneath or concealed with the Property. The indemnities set forth in full) this paragraph shall survive termination of this Agreement and shall be imposed on or asserted against effective for the full dollar amount of any Indemnified Party in any way whatsoever arising out of or in connection withsaid cost, or relating toexpense, the Agreement or any Transactions thereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any etc., regardless of the foregoing; provided, that Seller shall not be liable for Indemnified Amounts resulting from the gross negligence or willful misconduct actual dollar amount of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, that, in each case, results from anything other than Buyer’s gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify and hold Buyer 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 Seller 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 Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges its obligations hereunder are recourse obligations of SellerObligation(s).

Indemnity and Expenses. (a) Seller Sellers (in such capacities, “Indemnifying Parties”) hereby agrees agree on a joint and several basis to hold Buyer Buyer, Repo Agent and its each of their respective Affiliates and each of their respective officers, directorsdirectors and employees, employees and agents (“Indemnified Parties”) harmless from and indemnify the Indemnified Parties against any and all claims, damages, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses (including reasonable attorneys attorneys’ fees and disbursements of outside counsel) and any and all servicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which that may at any time (including, without limitation, such time as the this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted or awarded against any Indemnified Party in any way whatsoever arising out of or in connection with, with or relating toto (i) this Agreement, any other Transaction Document, any Purchased Loan(s) or any other Repurchase Asset(s), (ii) any breach of a representation, warranty or covenant of any Relevant Party or such Relevant Party’s officers in this Agreement, any other Transaction Document or in any Officer’s Certificate or other document delivered pursuant hereto or thereto, and any and all actions taken or omissions pursuant hereto or thereto; provided, that, in the case of any representation or warranty set forth in Exhibit III, all determinations as to the existence of a breach of any such representation or warranty shall be made without reference to any qualification as to any Relevant Party’s knowledge, it being understood that all such qualifications are made in the interest of full and fair disclosure and to preclude claim of fraud and misrepresentation, but are not intended to limit the remedies available under this Section 19 for breach of any such representation or warranty) or (iii) any Transactions, the actual or proposed use of the proceeds of the Transactions, this Agreement or any Transactions thereunder other Transaction Document or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; providedtransactions contemplated hereby or thereby, that Seller shall not be liable for including, without limitation, any acquisition or proposed acquisition or any indemnity payable under any Servicing Agreement or other servicing arrangement, except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Amounts resulting from the Party’s gross negligence or willful misconduct of any Indemnified Partymisconduct. Without limiting the generality of the foregoing, Seller agrees Indemnifying Parties agree to hold Buyer each Indemnified Party harmless from and indemnify Buyer each Indemnified Party against all Indemnified Amounts with respect to any and all Purchased Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit or other laws, including without limitation ERISA, that, in each case, results from anything other than Buyer’s the gross negligence or willful misconductmisconduct of an Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Seller Indemnifying Parties will save, indemnify and hold Buyer harmless from and against all actual, outofpocket expense, loss or damage suffered by Buyer 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 Seller Indemnifying Parties 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 SellerIndemnifying Parties. Seller Indemnifying Parties also agrees agree to reimburse an each Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the this Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its outside counsel. Seller To the extent permitted by applicable law, each of Indemnifying Parties and Buyer agrees that it shall not assert, and each of Indemnifying Parties and Buyer hereby waives, any claim against the other party, and its directors, employees, attorneys or agents, on any theory of liability for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any other Transaction Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Transaction or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each of Indemnifying Parties and Buyer hereby waives, releases and agrees not to xxx upon any such claim or any such damages on any theory of liability for special, indirect, consequential or punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor. The provisions set forth in this Section 19(a) shall survive the termination of this Agreement. Each Indemnifying Party hereby acknowledges that its obligations hereunder are recourse course obligations of Sellersuch Indemnifying Party. This Section 19 shall not apply to claims with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnity and Expenses. (a) Seller hereby Each Grantor severally agrees (to the extent not promptly reimbursed by the Borrower) to indemnify, defend and save and hold Buyer harmless each Secured Party and its each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against, and shall pay on demand, any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceedings or preparation of a defense in connection therewith) this Agreement, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct of its affiliates, directors, officers, employees, advisors or agents; provided that each Grantor shall not be required to reimburse legal fees and expenses of more than one outside counsel (in addition to a single special counsel and up to one local counsel in each applicable local jurisdiction for all Indemnified Parties (which shall be selected by the Collateral Agent), unless, in the reasonable opinion of the Collateral Agent, representation of all Indemnified Parties would be inappropriate due to the existence of actual or potential conflict of interest. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 20(a) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Grantor, its directors, shareholders or creditors or any Indemnified Party or any other Person, whether or not any Indemnified Party is otherwise a party thereto and whether or not the Transaction is consummated. The Grantors also agree not to assert any claim against the Collateral Agent, any Secured Party or any of their Affiliates, or any of their respective officers, directors, employees employees, agents and agents (“Indemnified Parties”) harmless from and indemnify the Indemnified Parties against advisors, on any and all liabilitiestheory of liability, obligationsfor special, lossesindirect, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales consequential or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses (including reasonable attorneys fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which may at any time (including, without limitation, such time as the Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever punitive damages arising out of or in connection with, or relating to, the Agreement or any Transactions thereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans otherwise relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, that, in each case, results from anything other than Buyer’s gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify and hold Buyer 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 Seller 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 Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges its obligations hereunder are recourse obligations of Sellerthis Agreement.

Indemnity and Expenses. (a) Seller hereby agrees to hold Buyer and its Affiliates and each of their respective officers, directors, employees and agents (“"Indemnified Parties”") harmless from and indemnify the Indemnified Parties against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by 52 the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses (including reasonable attorneys fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoing, collectively “"Indemnified Amounts”") which may at any time (including, without limitation, such time as the Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, the Agreement or any Transactions thereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, that, in each case, results from anything other than Buyer’s 's gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify and hold Buyer 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 Seller 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 Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s 's costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s 's rights under the Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges its obligations hereunder are recourse obligations of Seller.

Indemnity and Expenses. (a) Seller Each Grantor hereby agrees to indemnify and hold Buyer harmless the Purchaser (and its Affiliates any sub-agent thereof), and each Related Party of their respective officers, directors, employees and agents the Purchaser (each such Person being called an “Indemnified PartiesIndemnitee”) harmless from and indemnify the Indemnified Parties against any and all liabilities, obligations, losses, damages, penaltiesliabilities, actions, judgments, suits, taxes claims and related expenses (including stampthe fees and expenses of any counsel for any Indemnitee), exciseand shall indemnify and hold harmless each Indemnitee from all fees, sales expenses and time charges for attorneys who are employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including any Grantor) other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or than such Indemnitee and its Related Parties arising out of, in connection with any of the transactions contemplated by the or resulting from this Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses (including reasonable attorneys fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which may at any time (including, without limitation, such time as the Agreement shall no longer be in effect and the Transactions shall have been repaid in fullenforcement of this Agreement) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, the Agreement or any Transactions thereunder or failure of any action taken or omitted Secured Obligations to be taken the legal, valid, and binding obligations of any Grantor enforceable against such Grantor in accordance with their terms, whether brought by a third party or by such Grantor, and regardless of whether any Indemnified Party under Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or in connection with any related expenses (i) are determined by a court of the foregoing; provided, that Seller shall not be liable for Indemnified Amounts resulting competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoingsuch Indemnitee, Seller agrees to hold Buyer harmless (ii) result from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, that, in each case, results from anything other than Buyer’s gross negligence or willful misconduct. In any suit, proceeding or action a claim brought by Buyer any Grantor against an Indemnitee for breach in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify and hold Buyer 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 Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor bad faith of such account debtor Indemnitee’s obligations hereunder or obligor or its successors from Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the Agreement and any other Transaction Document Document, if such Grantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (iii) result from a claim not involving an act or omission of any Grantor or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges its obligations hereunder are recourse obligations of Sellersubsidiaries and that is brought by an Indemnitee against another Indemnitee (other than against the Purchaser.

Indemnity and Expenses. (a) Seller hereby agrees to hold indemnify Buyer and its Affiliates and each of their respective officers, directors, employees and agents (“Indemnified Parties”) harmless from and indemnify the Indemnified Parties against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, actual and documented out-of-pocket costs and actual and documented out-of-pocket expenses or disbursements (including reasonable attorneys and documented attorneys’ fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loansof outside counsel) or disbursements (all of the foregoingforegoing included amounts, collectively “Indemnified Amounts”) which that may at any time (including, without limitation, such time as the this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, or as a result of, this Agreement, the Agreement other Transaction Documents, any Event of Default or any Transactions thereunder Transaction or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, provided that Seller shall not be liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees Sellxx xxxees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation Environmental Law or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than Buyer’s the bad faith, gross negligence or willful misconductmisconduct of an Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Loan DocumentsAsset, Seller will shall save, indemnify and hold Buyer harmless from and against all expense, loss or damage Indemnified Amounts 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 any Seller Party or any Affiliate thereof 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 SellerSeller or such Affiliate. Seller also Sellxx xxxo agrees to reimburse an Indemnified Party Buyer as and when billed by such Indemnified Party for Buyex xxx all such Indemnified PartyBuyer’s actual and documented out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified PartyBuyer’s rights under the Agreement and any other Transaction Document or any transaction contemplated hereby or therebyTransaction, including without limitation the reasonable and documented fees and disbursements of its outside counsel. Seller hereby acknowledges its that the obligations of Seller hereunder are recourse obligations of Seller. This Article 25(a) shall have no application with respect to Taxes other than any Taxes that represent, losses, claims, damages, etc. arising from any non-Tax claim.

Indemnity and Expenses. (a) Each Seller hereby agrees to hold Buyer and its indemnify Purchaser, Purchaser’s Affiliates and each of their respective officers, directors, employees and agents (“Indemnified Parties”) harmless from and indemnify the Indemnified Parties against for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses (including reasonable attorneys attorneys’ fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loansdisbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which that may at any time (including, without limitation, such time as the this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, or as a result of, the Agreement Transaction Documents or any Transactions thereunder Transaction or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, provided that Seller Sellers shall not be liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, each Seller agrees to hold Buyer Purchaser harmless from and indemnify Buyer Purchaser against all Indemnified Amounts with respect to all Purchased Loans Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including including, without limitation limitation, ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than BuyerPurchaser’s gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer Purchaser in connection with any Purchased Loan Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Loan DocumentsAsset, each Seller will shall save, indemnify and hold Buyer Purchaser harmless from and against all expenseout-of-pocket expenses (including reasonable attorneys’ fees), loss losses or damage damages 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 any Seller 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 any Seller. Each Seller also agrees to reimburse an Indemnified Party Purchaser as and when billed by such Indemnified Party Purchaser for all such Indemnified PartyPurchaser’s costs and out-of-pocket expenses incurred in connection with the enforcement or the preservation of such Indemnified PartyPurchaser’s rights under the Agreement and any other Transaction Document or any transaction contemplated hereby or therebyTransaction, including including, without limitation limitation, the reasonable fees and disbursements of its counsel. Each Seller hereby acknowledges its that the obligations of Sellers hereunder are recourse obligations of each Seller. This Article 25 shall not apply with respect to Taxes other than Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnity and Expenses. (a) Seller hereby agrees to hold Buyer Administrative Agent, Buyers, and its their respective Affiliates and each of their respective officers, directors, directors and employees and agents (the “Indemnified Parties”) harmless from and indemnify the Indemnified Parties against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes which suits that may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) Assets and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, costs and expenses (including reasonable attorneys attorneys’ fees and disbursements and any and all servicing and enforcement costs incurred with respect to the Purchased LoansAssets) or disbursements (all of the foregoing, collectively collectively, “Indemnified Amounts”) which that may at any time (including, without limitation, such time as the this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, the this Agreement or any Transactions thereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, provided that Seller shall not be liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer each Indemnified Party harmless from and indemnify Buyer each Indemnified Party against all Indemnified Amounts with respect to all Purchased Loans Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or Real Estate Settlement Procedures Act, that, in each case, results from anything other than Buyer’s the gross negligence or willful misconductmisconduct of an Indemnified Party. In any suit, proceeding or action brought by Administrative Agent or any Buyer in connection with any Purchased Loan Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Asset Documents, Seller will save, indemnify and hold Buyer Administrative Agent and Buyers harmless from and against all expenseexpenses, loss or damage suffered by Administrative Agent and Buyers 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 Seller 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 Seller. Seller Xxxxxx also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the this Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Without limiting the generality of the foregoing, Xxxxxx agrees to hold each Indemnified Party harmless from any action taken in connection with this Agreement or any Transaction Documents, including, but not limited to, the payment of any Repurchase Price, Price Differential, Principal Payment, Income or any other payment or fees. Seller hereby acknowledges that its obligations hereunder are recourse obligations of Seller. This Article 20(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnity and Expenses. (a) Seller hereby agrees You agree to indemnify and hold Buyer harmless Otsuka and its Affiliates and each of their respective affiliates, controlling persons, officers, directors, employees employees, agents, advisors and agents other representatives (each, an “Indemnified PartiesParty”) harmless from and indemnify against (and will reimburse each Indemnified Party as the Indemnified Parties against same are incurred for) any and all liabilitiesclaims, obligationscosts, damages, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) liabilities and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses (including reasonable attorneys fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which may at any time (including, without limitation, such time as the Agreement shall no longer reasonable fees, disbursements and other charges of counsel) that may be in effect and the Transactions shall have been repaid in full) be imposed on incurred by or asserted or awarded against any Indemnified Party Party, in any way whatsoever each case arising out of or in connection withwith or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (a) any aspect of this Commitment Letter, the Senior Credit Facilities or any of the Transactions or the providing of the Senior Credit Facilities, or relating toany similar transaction and any of the other transactions contemplated thereby or (b) the Senior Credit Facilities, or any actual or proposed use made or proposed to be made with the proceeds thereof, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity and reimbursement in this paragraph applies, such indemnity and reimbursement obligations shall be effective whether or not such investigation, litigation or proceeding is brought by you, your equity holders or creditors or an Indemnified Party, whether or not an Indemnified Party is otherwise a party thereto and whether or not any aspect of this Commitment Letter, the Agreement Senior Credit Facilities or any of the Transactions thereunder or any action taken or omitted to be taken by any is consummated. You also agree that no Indemnified Party under shall have any liability (whether direct or indirect, in contract, tort, equity or otherwise) to you or your subsidiaries or affiliates or to your or their respective equity holders or creditors arising out of, related to or in connection with any aspect of the foregoing; providedCommitment Letter, that Seller the Senior Credit Facilities or any of the Transactions, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. It is further agreed Otsuka shall not have liability only to you (as opposed to any other person). Notwithstanding any other provision of this Commitment Letter, no Indemnified Party shall be liable for Indemnified Amounts any damages arising from the use by others of information or other materials obtained through electronic telecommunications or other information transmission systems, other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnified Party as determined by a final and non-appealable judgment of a court of competent jurisdiction. You shall not, without the prior written consent of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans relating to or arising out effect any settlement of any violation pending or alleged violation threatened proceeding in respect of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, that, in each case, results from anything other than Buyer’s gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify and hold Buyer 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 Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of which such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse an Indemnified Party as is or could have been a party and when billed indemnity could have been sought hereunder by such Indemnified Party, unless such settlement (i) includes an unconditional release of such Indemnified Party for from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnified Party’s . In addition, you hereby agree to reimburse Otsuka from time to time upon demand for all out-of-pocket costs and expenses (including, without limitation, legal fees and expenses of Otsuka, appraisal, consulting, audit and any other service fees, and printing, reproduction, document delivery, travel, communication and publicity costs) incurred in connection with the enforcement preparation, review, negotiation, execution and delivery of this Commitment Letter, the Facilities Documentation and the administration, amendment, modification or the preservation of such Indemnified Party’s rights under the Agreement and any other Transaction Document waiver thereof (or any transaction proposed amendment, modification or waiver), whether or not the Closing Date occurs or any Facilities Documentation is executed and delivered or any extensions of credit are made under any of the Senior Credit Facilities. You hereby also agree to pay all of the costs and expenses associated with the perfection of the security contemplated hereby or thereby, including without limitation by the reasonable fees and disbursements of its counsel. Seller hereby acknowledges its obligations hereunder are recourse obligations of SellerFacilities Documentation.

Indemnity and Expenses. (a) Seller hereby Mortgagor agrees to indemnify, reimburse and hold Buyer the Mortgagee, each other Lender and its Affiliates and each of their respective officerssuccessors, directorsassigns, employees employees, affiliates and agents (hereinafter in this Section 7.16 referred to individually as “Indemnified PartiesIndemnitee,” and collectively as “Indemnitees”) harmless from and indemnify the Indemnified Parties against any and all liabilities, obligations, lossesdamages, damagesinjuries, penalties, claims, demands, actions, judgments, suits, taxes judgments and any and all costs, expenses or disbursements (including stampreasonable attorneys’ fees and expenses) (for the purposes of this Section 7.16 the foregoing are collectively called “expenses”) of whatsoever kind and nature imposed on, excise, sales asserted against or other taxes which may be payable or determined to be payable with respect to incurred by any of the Purchased Loans Indemnitees in any way relating to or arising out of this Mortgage or in connection any other way connected with any the administration of the transactions contemplated by the Agreement (hereby or the recharacterization enforcement of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses (including reasonable attorneys fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoingterms of, collectively “Indemnified Amounts”) which may at or the preservation of any time rights under any thereof, or in any way relating to or arising out of the manufacture, ownership, ordering, purchase, delivery, control, acceptance, lease, financing, possession, operation, condition, sale, return or other disposition, or use of the Mortgaged Property (including, without limitation, such time as latent or other defects, whether or not discoverable), the Agreement shall no longer be in effect and violation of the Transactions shall have been repaid in full) be laws of any country, state or other governmental body or unit, any tort (including, without limitation, claims arising or imposed on or asserted against any Indemnified Party in any way whatsoever arising out under the doctrine of or in connection withstrict liability, or relating tofor or on account of injury to or the death of any Person (including any Indemnitee), or property damage), or contract claim; provided that no Indemnitee shall be indemnified pursuant to this Section 7.16 for losses, damages or liabilities to the Agreement or any Transactions thereunder or any action taken or omitted to be taken extent caused by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable decision). Mortgagor agrees that upon written notice by any Indemnified Party. Without limiting the generality Indemnitee of the foregoingassertion of such a liability, Seller obligation, damage, injury, penalty, claim, demand, action, suit or judgment, Mortgagor shall assume full responsibility for the defense thereof. Each Indemnitee agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect use its best efforts to all Purchased Loans relating to or arising out promptly notify Mortgagor of any violation or alleged violation such assertion of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, that, in each case, results from anything other than Buyer’s gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify and hold Buyer 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 Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of which such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges its obligations hereunder are recourse obligations of SellerIndemnitee has knowledge.

Indemnity and Expenses. (a) Each Seller and Guarantor hereby agrees to hold Buyer and its indemnify Purchaser, Purchaser’s Affiliates and each of their respective its officers, directors, employees and agents (“Indemnified Parties”) harmless from and indemnify the Indemnified Parties against for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses (including reasonable attorneys attorneys’ fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loansdisbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which that may at any time (including, without limitation, such time as the this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, the or as a result of, this Agreement or any Transactions thereunder hereunder, the other Transaction Documents, an Event of Default or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, provided that Seller shall not be liable for Indemnified Amounts resulting from the gross negligence negligence, illegal acts, fraud or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer Purchaser harmless from and indemnify Buyer Purchaser against all Indemnified Amounts with respect to all Purchased Loans Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than BuyerPurchaser’s gross negligence negligence, illegal acts, fraud or willful misconduct. In any suit, proceeding or action brought by Buyer Purchaser in connection with any Purchased Loan Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Loan DocumentsAsset, Seller will Sellers agree to save, indemnify and hold Buyer Purchaser harmless from and against all expensereasonable and documented third-party expense (including reasonable attorneys’ fees), 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 any Seller Party or any Affiliate thereof 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 any Seller Party or any Affiliate thereof. Each Seller hereby acknowledges that the obligation of each Seller hereunder is a recourse obligation of such Seller. Seller also agrees to reimburse If an Indemnified Party as and when billed claims indemnification under this Agreement, the Indemnified Party shall promptly notify Sellers of such indemnification claim. After notice by any Indemnified Party, Sellers shall defend such Indemnified Party for all against such indemnification claim (if requested by any Indemnified Party, in the name of the Indemnified Party) by attorneys and other professionals approved, in writing, by the Indemnified Party, which approval shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, any Indemnified Party may, in its sole discretion and at the expense of Sellers, engage its own attorneys and other professionals to defend or assist it if such Indemnified Party’s costs and expenses incurred Party determines that the defense as conducted by Sellers is not proceeding or being diligently conducted in connection with a commercially reasonable manner or that a conflict of interest exists between any of the enforcement parties represented by Sellers’ counsel in such action or the preservation of such Indemnified Party’s rights under the Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges its obligations hereunder are recourse obligations of Sellerproceeding.

Indemnity and Expenses. Each Company, jointly and severally, agrees (a) Seller hereby agrees to indemnify, defend and hold Buyer harmless the Lender, and its Affiliates and each of their respective officers, directors, employees employees, and agents affiliates (“Indemnified Parties”each, an "indemnified person") harmless from and indemnify the Indemnified Parties against any and all liabilitieslosses, obligations, lossesclaims, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales liabilities or other taxes judgments to which any such indemnified person may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) subject and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses (including reasonable attorneys fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which may at any time (including, without limitation, such time as the Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating towith the Loan Documents, the Agreement financings contemplated hereby, the use of any proceeds of such financings or any Transactions thereunder related transaction or any action taken claim, litigation, investigation or omitted proceeding relating to be taken by any Indemnified Party under of the foregoing, whether or not any of such indemnified persons is a party thereto, and to reimburse each of such indemnified persons upon demand for any legal or other expenses incurred in connection with the investigation or defending any of the foregoing; providedprovided that the foregoing indemnity will not, that Seller shall not be liable for Indemnified Amounts resulting as to any indemnified person, apply to losses, claims, damages, liabilities, judgments or related expenses to the extent arising from the wilful misconduct or gross negligence of such indemnified person, (b) to pay or willful misconduct reimburse the Lender for all its out-of- pocket costs and expenses incurred in connection with the preparation and execution of and any Indemnified Party. Without limiting amendment, supplement or modification to this Agreement, the generality Notes any other Loan Documents, and any other documents prepared in connection herewith or therewith, and the consummation of the foregoing, Seller agrees to hold Buyer harmless from transactions contemplated hereby and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit lawsthereby, including without limitation ERISAlimitation, thatthe reasonable fees and disbursements of Farrell Fritz, in each caseP.C., results from anything other than Buyer’s gross negligence counsel to the Lender, and (c) to pay or willful misconduct. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify and hold Buyer 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 Seller 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 Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party reimburxx xxx Xxxxxx for all such Indemnified Party’s its costs and expenses incurred in connection with the enforcement or the and preservation of such Indemnified Party’s any rights under this Agreement, the Agreement Notes, the other Loan Documents, and any other Transaction Document documents prepared in connection herewith or any transaction contemplated hereby or therebytherewith, including including, without limitation limitation, the reasonable fees and disbursements of its counsel (including, without limitation, in-house counsel. Seller hereby acknowledges its obligations hereunder are recourse obligations ) to the Lender, including all such out-of-pocket expenses incurred during any work-out, restructuring or negotiations in respect of Sellerthe Obligations.

Indemnity and Expenses. The Companies, jointly and severally, agree (a) Seller hereby agrees to indemnify, defend and hold Buyer harmless the Administrative Agent, the Issuing Lender each Lender and its Affiliates and each of their respective officers, directors, employees employees, and agents affiliates (each, an “Indemnified Partiesindemnified person”) harmless from and indemnify the Indemnified Parties against any and all liabilitieslosses, obligations, lossesclaims, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales liabilities or other taxes judgments to which any such indemnified person may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) subject and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses (including reasonable attorneys fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which may at any time (including, without limitation, such time as the Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating towith the Loan Documents, the Agreement financings contemplated hereby, the use of any proceeds of such financings or any Transactions thereunder related transaction or any action taken claim, litigation, investigation or omitted proceeding relating to be taken by any Indemnified Party under of the foregoing, whether or not any of such indemnified persons is a party thereto, and to reimburse each of such indemnified persons upon demand for any reasonable legal or other expenses incurred in connection with the investigation or defending any of the foregoing; providedprovided that the foregoing indemnity will not, that Seller shall not be liable for Indemnified Amounts resulting as to any indemnified person, apply to losses, claims, damages, liabilities, judgments or related expenses to the extent arising from the wilful misconduct or gross negligence of such indemnified person, (b) to pay or willful misconduct reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the preparation and execution of and any Indemnified Party. Without limiting amendment, supplement or modification to this Agreement, the generality Notes any other Loan Documents, and any other documents prepared in connection herewith or therewith, and the consummation of the foregoing, Seller agrees to hold Buyer harmless from transactions contemplated hereby and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit lawsthereby, including without limitation ERISAlimitation, thatthe reasonable fees and disbursements of Xxxxxxx Xxxxx, in each caseP.C., results from anything other than Buyer’s gross negligence or willful misconduct. In any suitcounsel to the Administrative Agent, proceeding or action brought and the reasonable fees and disbursements of counsel retained by Buyer the Administrative Agent in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions the pledge of any Purchased Loan Documents, Seller will save, indemnify and hold Buyer 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 shares of a breach by Seller of any obligation thereunder Foreign Subsidiary pursuant to Section 6.12, and (c) to pay 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 Seller. Seller also agrees to reimburse an Indemnified Party as each Lender and when billed by such Indemnified Party the Administrative Agent for all such Indemnified Party’s their costs and expenses incurred in connection with the enforcement or the and preservation of such Indemnified Party’s any rights under this Agreement, the Agreement Notes, the other Loan Documents, and any other Transaction Document documents prepared in connection herewith or any transaction contemplated hereby or therebytherewith, including including, without limitation limitation, the reasonable fees and disbursements of its counsel (including, without limitation, in-house counsel. Seller hereby acknowledges its obligations hereunder are recourse obligations ) to the Administrative Agent and to the several Lenders, including all such out-of-pocket expenses incurred during any work-out, restructuring or negotiations in respect of Sellerthe Obligations.

Indemnity and Expenses. (a) Seller hereby Each Grantor severally agrees (to the extent not promptly reimbursed by the Borrower) to indemnify, defend and save and hold Buyer harmless each Secured Party and its each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against, and shall pay on demand, any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceedings or preparation of a defense in connection therewith) this Agreement, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct of its affiliates, directors, officers, employees, advisors or agents; provided that each Grantor shall not be required to reimburse legal fees and expenses of more than one outside counsel (in addition to a single special counsel and up to one local or foreign counsel in each relevant jurisdiction and any additional counsel due to the existence of an actual or potential conflict of interest for all Indemnified Parties (which shall be selected by the Collateral Agent), unless, in the reasonable opinion of the Collateral Agent, representation of all Indemnified Parties would be inappropriate due to the existence of actual or potential conflict of interest. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 24(a) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Grantor, its directors, shareholders or creditors or any Indemnified Party or any other Person, whether or not any Indemnified Party is otherwise a party thereto and whether or not the Transaction is consummated. The Grantors also agree not to assert any claim against the Collateral Agent, any Secured Party or any of their Affiliates, or any of their respective officers, directors, employees employees, agents and agents (“Indemnified Parties”) harmless from and indemnify the Indemnified Parties against advisors, on any and all liabilitiestheory of liability, obligationsfor special, lossesindirect, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales consequential or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses (including reasonable attorneys fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which may at any time (including, without limitation, such time as the Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever punitive damages arising out of or in connection with, or otherwise relating to, to the this Agreement or any Transactions thereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, that, in each case, results from anything other than Buyer’s gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify and hold Buyer 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 Seller 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 Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges its obligations hereunder are recourse obligations of SellerDocument.

Indemnity and Expenses. The Company agrees (a) Seller hereby agrees to indemnify, defend and hold Buyer harmless the Administrative Agent, each Lender, the Issuing Lender and its Affiliates and each of their respective officers, directors, employees employees, and agents affiliates (each, an “Indemnified Partiesindemnified person”) harmless from and indemnify the Indemnified Parties against any and all liabilitieslosses, obligations, lossesclaims, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales liabilities or other taxes judgments to which any such indemnified person may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) subject and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses (including reasonable attorneys fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which may at any time (including, without limitation, such time as the Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating towith the Loan Documents, the Agreement financings contemplated hereby, the use of any proceeds of such financings or any Transactions thereunder related transaction or any action taken claim, litigation, investigation or omitted proceeding relating to be taken by any Indemnified Party under of the foregoing, whether or not any of such indemnified persons is a party thereto, and to reimburse each of such indemnified persons upon demand for any legal or other expenses incurred in connection with the investigation or defending any of the foregoing; providedprovided that the foregoing indemnity will not, that Seller shall not be liable for Indemnified Amounts resulting as to any indemnified person, apply to losses, claims, damages, liabilities, judgments or related expenses to the extent arising from the wilful misconduct or gross negligence of such indemnified person, (b) to pay or willful misconduct reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the preparation and execution of and any Indemnified Party. Without limiting amendment, supplement or modification to this Agreement, the generality Notes any other Loan Documents, and any other documents prepared in connection herewith or therewith, and the consummation of the foregoing, Seller agrees to hold Buyer harmless from transactions contemplated hereby and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit lawsthereby, including without limitation ERISAlimitation, thatthe reasonable fees and disbursements of Sidley Austin LLP, in each casecounsel to the Administrative Agent, results from anything other than Buyer’s gross negligence or willful misconduct. In any suit, proceeding or action brought (c) to pay to the Issuing Lender all reasonable out-of-pocket expenses incurred by Buyer the Issuing Lender in connection with any Purchased Loan for any sum owing thereunderthe issuance, amendment, renewal or to enforce any provisions extension of any Purchased Loan DocumentsLetter of Credit or any demand for payment thereunder and (d) to pay or reimburse each Lender, Seller will save, indemnify the Issuing Lender and hold Buyer 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 Seller 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 Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party Administrative Agent for all such Indemnified Party’s their costs and expenses incurred in connection with the enforcement or the and preservation of such Indemnified Party’s any rights under this Agreement, the Agreement Notes, the other Loan Documents, and any other Transaction Document documents prepared in connection herewith or any transaction contemplated hereby or therebytherewith, including including, without limitation limitation, the reasonable fees and disbursements of its counsel (including, without limitation, in-house counsel. Seller hereby acknowledges its obligations hereunder are recourse obligations ) to the Administrative Agent, the Issuing Lender and to the several Lenders, including all such out-of-pocket expenses incurred during any work-out, restructuring or negotiations in respect of Sellerthe Obligations.

Indemnity and Expenses. (a) Seller hereby agrees Each Grantor agrees, jointly and severally, to hold Buyer and its Affiliates indemnify each Secured Creditor and each of their respective Affiliates and the respective directors, trustees, officers, directorsemployees, employees agents and agents advisors of each Secured Creditor and their respective Affiliates (each, a “Indemnified PartiesRelated Party”) against, and to hold each Secured Creditor and each Related Party of each Secured Creditor (each such person being called an “Indemnitee”) harmless from and indemnify the Indemnified Parties against any and all liabilitieslosses, obligations, lossesclaims, damages, penaltiesliabilities and related expenses, actionsincluding reasonable counsel fees, judgmentscharges and disbursements (collectively, suitsthe “Liabilities”), taxes incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (including stampi) the execution or delivery of this Agreement or any other Secured Debt Agreement or any agreement or instrument contemplated thereby, excisethe performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby, sales (ii) the use of the proceeds of the Loans, (iii) any claim, litigation, investigation or other taxes which may be payable or determined to be payable with respect proceeding relating to any of the Purchased Loans foregoing, whether or in connection with not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by any Secured Creditor or any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyertheir respective Affiliates), feesor (iv) any actual or alleged presence or Release of Hazardous Materials on any property currently or formerly owned or operated by such Grantor or its Subsidiaries, costs, expenses (including reasonable attorneys fees and disbursements and or any and all servicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which may at any time (including, without limitation, such time as the Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party Environmental Liability related in any way whatsoever to such Grantor or its Subsidiaries; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the willful misconduct, bad faith or gross negligence of such Indemnitee or any proceeding not involving an act or omission by any Secured Creditor or any of their respective Affiliates that is brought by an Indemnitee against any other Indemnitee (other than disputes involving claims against an Agent in its capacity as such). To the extent permitted by applicable law, no Grantor shall assert, and each Grantor hereby waives, any claim against any Indemnitee, 22 HN\1119607.7 on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of or of, in connection with, or relating toas a result of, the this Agreement or any Transactions thereunder agreement or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, that, in each case, results from anything other than Buyer’s gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify and hold Buyer 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 Seller 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 Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the Agreement and any other Transaction Document or any transaction instrument contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges its obligations hereunder are recourse obligations of Sellerhereby.

Indemnity and Expenses. (a) Seller hereby agrees to hold Buyer and its Affiliates and each of their respective officers, directors, directors and employees and agents (“Indemnified Parties”) harmless from and indemnify the Indemnified Parties against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes which that may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the this Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income or franchise taxes of Buyer), fees, costs, costs and expenses (including reasonable attorneys attorneys’ fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which that may at any time (including, without limitation, such time as the this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, the this Agreement or any Transactions thereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for Indemnified Amounts resulting from the bad faith, gross negligence or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer each Indemnified Party harmless from and indemnify Buyer each Indemnified Party against all Indemnified Amounts with respect to all Purchased Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, that, in each case, results from anything other than Buyer’s the bad faith, gross negligence or willful misconductmisconduct of an Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify and hold Buyer harmless from and against all expense, loss or damage suffered by Buyer 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 Seller 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 Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the this Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that its obligations hereunder are recourse obligations of Seller.

Indemnity and Expenses. The Pledgor shall, on demand, (a) Seller pay or reimburse the Pledgee for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby agrees and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Pledgee, (b) pay or reimburse the Pledgee and each of the Lenders for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, the fees and disbursements of counsel to the Pledgee and each of the Lenders, and (c) pay, and indemnify and hold Buyer harmless the Pledgee and its Affiliates each of the Lenders from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) pay, and indemnify and hold harmless the Pledgee and each of the Lenders (including each of their respective parents, subsidiaries, officers, directors, employees employees, agents and agents (“Indemnified Parties”affiliates) harmless from and indemnify the Indemnified Parties against against, any and all other claims, demands, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stampcosts, excisesettlements, sales expenses or other taxes which may be payable disbursements of whatever kind or determined to be payable with respect to any of the Purchased Loans or nature arising from, in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses (including reasonable attorneys fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loans) execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents, or disbursements any other documents or the use of the proceeds of the Loans or any other purpose (all of the foregoingforegoing in this clause (d), collectively “Indemnified Amounts”) which may at any time (includingcollectively, without limitation, such time as the Agreement shall no longer be in effect and "indemnified liabilities"); provided that the Transactions Pledgor shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, no obligation hereunder to the Agreement Pledgee or any Transactions thereunder or any action taken or omitted Lender with respect to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for Indemnified Amounts resulting indemnified liabilities arising from the gross negligence or willful misconduct of any Indemnified Partythe Pledgee or that Lender. Without limiting the generality The agreements in this Section 14 shall survive repayment of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, that, in each case, results from anything other than Buyer’s gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify and hold Buyer 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 Seller 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 Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges its obligations hereunder are recourse obligations of SellerSecured Obligations hereunder.

Indemnity and Expenses. (a) Seller Sellers hereby agrees agree to hold Buyer indemnify Purchaser, Collateral Agent, and their respective Affiliates, and each of its and their Affiliates and each of its and their respective officers, directors, employees and agents (“Indemnified Parties”) for, and hold harmless from and indemnify the Indemnified Parties against from, any and all actual out-of-pocket liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses (including including, without limitation, the reasonable attorneys out-of-pocket fees and disbursements and any and all servicing and enforcement expenses of outside counsel and, subject to Article 28, the costs with respect of obtaining updated appraisals), Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to the Purchased Loansamounts payable under Article 5) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which that may at any time (including, without limitation, such time as the this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, or as a result of, this Agreement, the Agreement or other Transaction Documents, any Transactions thereunder Transactions, any Event of Default or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing, and any enforcement of any of the provisions of the Transaction Documents; provided, provided that no Seller shall not be liable for Indemnified Amounts resulting from the bad faith, gross negligence or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, each Seller agrees to hold Buyer Purchaser and Collateral Agent harmless from and indemnify Buyer Purchaser and Collateral Agent against all Indemnified Amounts with respect to all Purchased Loans Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, that, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act in each case, results which does not result from anything other than Buyer’s the bad faith, gross negligence or willful misconductmisconduct of any Indemnified Party. In any suit, proceeding or action brought by Buyer Purchaser or Collateral Agent in connection with any Purchased Loan Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Loan DocumentsAsset, each Seller will save, agrees to hold Purchaser and Collateral Agent harmless from and indemnify Purchaser and hold Buyer harmless Collateral Agent from and against all expenseIndemnified Amounts suffered by Purchaser or Collateral Agent, loss or damage suffered as applicable, 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 any Seller Party or any Affiliate thereof party to the Transaction Documents 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 any Seller Party or any Affiliate thereof party to the Transaction Documents. The obligation of each Seller hereunder is a recourse obligation of such Seller. Seller also agrees This Article 27(a) shall (other than in respect of Indemnified Taxes) not apply with respect to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the Agreement and taxes other than any other Transaction Document or taxes that represent losses, claims, damages, etc. arising from any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges its obligations hereunder are recourse obligations of Sellernon-tax claim.

Indemnity and Expenses. (a) Seller hereby agrees to hold Buyer and its Affiliates and each of their respective officers, directors, employees and agents (“"Indemnified Parties”") harmless from and indemnify the Indemnified Parties against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses (including reasonable attorneys fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoing, collectively “"Indemnified Amounts”") which may at any time (including, without limitation, such time as the Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, the Agreement or any Transactions thereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, that, in each case, results from anything other than Buyer’s 's gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify and hold Buyer 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 Seller 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 Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s 's costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s 's rights under the Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges its obligations hereunder are recourse obligations of Seller.

Indemnity and Expenses. (a) Seller hereby agrees to hold Buyer and its indemnify Buyer, Buyer’s Affiliates and each of their respective officers, directors, employees and agents (“Indemnified Parties”) harmless from and indemnify the Indemnified Parties against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costsreasonable, out-of-pocket costs and expenses or disbursements (including reasonable attorneys and documented attorneys’ fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loansof outside counsel) or disbursements (all of the foregoingforegoing included amounts, collectively “Indemnified Amounts”) which that may at any time (including, without limitation, such time as the this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, or as a result of, this Agreement, the Agreement other Transaction Documents, any Event of Default or any Transactions thereunder Transaction or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, provided that Seller shall not be liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation Environmental Law or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than Buyer’s the bad faith, gross negligence or willful misconductmisconduct of an Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Loan DocumentsAsset, Seller will shall save, indemnify and hold Buyer harmless from and against all expense, loss or damage Indemnified Amounts 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 any Seller Party or any Affiliate thereof 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 Seller. Seller also agrees to reimburse an Indemnified Party Buyer as and when billed by such Indemnified Party Buyer for all such Indemnified PartyBuyer’s actual out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified PartyBuyer’s rights under the Agreement and any other Transaction Document or any transaction contemplated hereby or therebyTransaction, including without limitation the reasonable and documented fees and disbursements of its outside counsel. Seller hereby acknowledges its that the obligations of Seller hereunder are recourse obligations of Seller.

Indemnity and Expenses. (a) Seller hereby agrees to hold indemnify Buyer and its Affiliates and each of their respective officers, directors, directors and employees and agents (the “Indemnified Parties”) harmless from and indemnify the Indemnified Parties against any and all actual out-of-pocket liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses (including reasonable attorneys fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoing, collectively collectively, “Indemnified Amounts”) which that may at any time (including, without limitation, such time as the this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, the this Agreement or any Transactions thereunder hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, provided that Seller shall not be liable for Indemnified Amounts resulting from the gross negligence negligence, fraud or willful misconduct of any such Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer each Indemnified Party harmless from and indemnify Buyer each Indemnified Party against all Indemnified Amounts with respect to all Purchased Loans Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or Real Estate Settlement Procedures Act, that, in each case, results from anything other than Buyer’s the gross negligence negligence, fraud or willful misconductmisconduct of an Indemnified Party. In any suit, proceeding or action brought by Buyer any Indemnified Party in connection with any Purchased Loan Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Asset Documents, Seller will save, indemnify and hold Buyer such Indemnified Party harmless from and against all expenseexpenses, 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 Seller 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 Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the this Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that its obligations hereunder are recourse obligations of Seller. This Section 20(a) shall not apply with respect to Taxes other than any Indemnified Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnity and Expenses. (a) Seller hereby agrees to hold Buyer and its Affiliates and each of their respective officers, directors, directors and employees and agents (“Indemnified Parties”) harmless from and indemnify the Indemnified Parties against any and all actual, out-of-pocket liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer)Indemnified Taxes, fees, costs, expenses (including reasonable attorneys attorneys’ fees and disbursements of outside counsel and any and all servicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which that may at any time (including, without limitation, such time as the this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, the this Agreement or any Transactions thereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer each Indemnified Party harmless from and indemnify Buyer each Indemnified Party against all Indemnified Amounts with respect to all Purchased Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, that, in each case, results from anything other than Buyer’s the gross negligence or willful misconductmisconduct of an Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify and hold Buyer harmless from and against all actual, out-of-pocket expense, loss or damage suffered by Buyer 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 Seller 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 Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the this Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its outside counsel. Seller hereby acknowledges that its obligations hereunder are recourse obligations of Seller. For avoidance of doubt, this Section 20 shall not apply to claims with respect to Taxes, Excluded Taxes, or Other Taxes, which are governed by Section 3 hereof.

Indemnity and Expenses. (a) Seller hereby agrees to hold Buyer and its Affiliates and each of their respective officers, directors, employees and agents (“Indemnified Parties”) harmless from and indemnify the Indemnified Parties against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses (including reasonable attorneys fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which may at any time (including, without limitation, such time as the Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, the Agreement or any Transactions thereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, that, in each case, results from anything other than Buyer’s gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify and hold Buyer 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 Seller 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 Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s 's costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s 's rights under the Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges its obligations hereunder are recourse obligations of Seller.

Indemnity and Expenses. (a) Seller hereby Without limiting the generality ---------------------- of subsections 10.2 and 10.3 of the Credit Agreement, in the event of any public sale described in Section 12, Pledgor agrees to indemnify and hold Buyer harmless Secured Party, Syndication Agent, each Lender and its Affiliates each Interest Rate Exchanger and each of their respective directors, officers, directors, employees and agents (“Indemnified Parties”) harmless from and indemnify the Indemnified Parties against any and all liabilitiesloss, obligationsfee, lossescost, damagesexpense, penaltiesdamage, actionsliability or claim, judgmentsjoint or several, suits, taxes (including stamp, excise, sales to which any such Persons may become subject or other taxes for which any of them may be payable liable, under the Securities Act or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewithotherwise, other than net income taxes of Buyer)insofar as such losses, fees, costs, expenses expenses, damages, liabilities or claims (including reasonable attorneys fees and disbursements and or any and all servicing and enforcement costs with litigation commenced or threatened in respect to the Purchased Loansthereof) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which may at any time (including, without limitation, such time as the Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement, prospectus or other such document published or filed in connection withwith such public sale, or relating toany amendment or supplement thereto, or arise out of or are based upon the Agreement omission or any Transactions thereunder or any action taken or omitted alleged omission to state therein a material fact required to be taken stated therein or necessary to make the statements therein not misleading, and will reimburse Secured Party and such other Persons for any legal or other expenses reasonably incurred by any Indemnified Secured Party under or and such other Persons in connection with any of the foregoing; providedlitigation, that Seller shall not be liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoingnature whatsoever, Seller agrees to hold Buyer harmless from com menced or threatened in respect thereof (including any and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans relating to or arising out of any violation or alleged violation of any environmental lawfees, rule or regulation or any consumer credit laws, including without limitation ERISA, that, in each case, results from anything other than Buyer’s gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify and hold Buyer 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 Seller 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 Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses whatsoever reasonably incurred by Secured Party and such other Persons and counsel for Secured Party and such other Persons in connection with the enforcement investigating, preparing for, defending against or the preservation of such Indemnified Party’s rights under the Agreement and providing evidence, producing documents or taking any other Transaction Document action in respect of, any such commenced or threatened litigation or any transaction contemplated hereby claims asserted). This indemnity shall be in addition to any liability which Pledgor may otherwise have and shall extend upon the same terms and conditions to each Person, if any, that controls Secured Party or thereby, including without limitation such Persons within the reasonable fees and disbursements meaning of its counsel. Seller hereby acknowledges its obligations hereunder are recourse obligations of Sellerthe Securities Act.

Indemnity and Expenses. (a) Seller hereby The Grantor agrees to indemnify and hold Buyer and its Affiliates harmless the Lender and each of their respective officersits Related Parties (each, directors, employees and agents (an “Indemnified PartiesParty”) harmless from and indemnify the Indemnified Parties against any and all liabilitiesclaims, obligationsdamages, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) liabilities and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses (including reasonable attorneys fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which may at any time (including, without limitation, such time as the Agreement shall no longer reasonable fees and expenses of counsel of any Indemnified Party) that may be in effect and the Transactions shall have been repaid in full) be imposed on incurred by or asserted or awarded against any Indemnified Party Party, in any way whatsoever each case arising out of or in connection withwith or by reason of (including, or relating to, the Agreement or any Transactions thereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) this Agreement, any of the foregoing; provided, transactions contemplated herein or the actual or proposed use of the proceeds of the Commitment and any Advance except that Seller the Grantor shall not be liable for have no obligation hereunder to any Indemnified Amounts Party with respect to any liability resulting from the gross negligence or willful misconduct of such Indemnified Party, as determined by a final, non-appealable judgment by a court of competent jurisdiction. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Grantor or any of its Related Parties or an Indemnified Party or any other Person, whether or not any Indemnified PartyParty is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Without limiting The Grantor also agrees not to assert any claim against the generality Lender and any of the foregoingits Related Parties on any theory of liability, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans relating to for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement, any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, that, in each case, results from anything other than Buyer’s gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify and hold Buyer 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 transactions contemplated herein or obligor thereunder, arising out the actual or proposed use of a breach by Seller the proceeds of the Commitment and any obligation thereunder or arising out Advance. Without prejudice to the survival of any other agreementagreement of the Grantor hereunder, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse an Indemnified Party as the agreements and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges its obligations hereunder are recourse obligations of Sellerthe Grantor contained in this Section 13 shall survive the payment in full of the Secured Obligations hereunder.

Indemnity and Expenses. (a) Seller The Grantors hereby agrees jointly and severally agree to indemnify and hold Buyer harmless the Noteholder Collateral Agent and its Affiliates each other Secured Party and each of their respective affiliates, officers, directors, employees employees, agents, advisors and agents other representatives (each, an “Indemnified PartiesParty”) harmless from and indemnify against (and reimburse each Indemnified Party as the Indemnified Parties against same are incurred for) any and all liabilitiesclaims, obligationsdamages, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) liabilities and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, expenses (including reasonable attorneys fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) which may at any time (including, without limitation, such time as the Agreement shall no longer reasonable fees, disbursements and other charges of counsel) that may be in effect and the Transactions shall have been repaid in full) be imposed on incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) this Agreement or any other transactions contemplated herein or the exercise of any rights or remedies provided herein (in all cases except as expressly otherwise provided herein, whether or not caused or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnified Party), except, in each case, to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence, willful misconduct or bad faith. In the case of an investigation, litigation or proceeding to which this indemnity applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, any of its Subsidiaries, equity holders or creditors, a third party or an Indemnified Party and whether or not an Indemnified Party is otherwise a party thereto. No Indemnified Party shall have any liability (whether direct or indirect, in contract or tort, or otherwise) to any way whatsoever Grantor or any of their affiliates, equity holders or creditors arising out of or in connection with, or relating torelated to any aspect of, this Agreement, except to the Agreement extent of direct damages determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence, willful misconduct or bad faith. It is further agreed that the Indemnified Parties (i) shall only have liability to the Grantors (as opposed to any Transactions thereunder other Person) and, in each case, shall be liable solely in respect of its own obligations or any action taken or omitted to be taken by any Indemnified Party actions under or in connection with this Agreement on a several, and not joint, basis with any of the foregoing; provided, that Seller other Indemnified Party and (ii) shall not be liable for any special, indirect, consequential or punitive damages. Notwithstanding any other provision hereof, no Indemnified Amounts resulting Party shall be liable for any damages arising from the gross negligence use by others of information or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans relating to other materials obtained through electronic telecommunications or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, that, in each case, results from anything other than Buyer’s gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Documents, Seller will save, indemnify and hold Buyer 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 Seller 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 Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges its obligations hereunder are recourse obligations of Sellerinformation transmission systems.

Indemnity and Expenses. (a) Seller hereby agrees to hold Buyer and its Xxxxx’s Affiliates and each of their respective officers, directors, directors and employees and agents (the “Indemnified Parties”) harmless from and indemnify the Indemnified Parties against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Purchased Loans or in connection with any of the transactions contemplated by the Agreement (or the recharacterization of any Transaction) and the documents delivered in connection herewith and therewith, other than net income taxes of Buyer), fees, costs, reasonable costs and actual out-of-pocket expenses (including reasonable attorneys attorneys’ fees and disbursements and any and all servicing and enforcement costs incurred with respect to the Purchased LoansAssets) or disbursements (all of the foregoing, collectively collectively, “Indemnified Amounts”) which that may at any time (including, without limitation, such time as the this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, the this Agreement or any Transactions thereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, provided that Seller shall not be liable for (i) Indemnified Amounts resulting from the gross negligence or willful misconduct of any Indemnified Party, (ii) Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim (which, for the avoidance of doubt, shall be governed by Sections 3(q)-(t)) and (iii) any special, indirect, consequential or punitive damages arising out of, in connection with, or as a result of the transactions contemplated hereby. Without limiting the generality of the foregoing, Seller agrees to hold Buyer each Indemnified Party harmless from and indemnify Buyer each Indemnified Party against all Indemnified Amounts with respect to all Purchased Loans Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or Real Estate Settlement Procedures Act, that, in each case, results from anything other than Buyer’s the gross negligence or willful misconductmisconduct of an Indemnified Party; provided that Seller shall have no liability for any claims arising as a direct result of activities or events in connection with the foregoing which occur at any time more than six (6) months after Buyer (or one of its Affiliates) takes title to the related Mortgaged Property. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Loan Asset Documents, Seller will save, indemnify and hold Buyer harmless from and against all expenseexpenses, loss or damage suffered by Buyer 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 Seller 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 Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s actual out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under the this Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable and documented fees and disbursements of its counsel. Seller hereby acknowledges that its obligations hereunder are recourse obligations of Seller.