Common use of Indemnity and Expenses Clause in Contracts

Indemnity and Expenses. The Pledgor hereby indemnifies and holds harmless the Administrative Agent from and against any and all claims, losses, and liabilities arising out of or resulting from this Pledge Agreement (including enforcement of this Pledge Agreement), except claims, losses, or liabilities resulting from the Administrative 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. The Pledgor shall pay (i) all legal and other reasonable out-of-pocket expenses incurred by the Administrative Agent, 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 amendments, 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 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 counsel for the Administrative Agent, in connection with the enforcement or protection of its rights in connection with this Pledge Agreement.

Indemnity and Expenses. The Pledgor (a) Seller hereby indemnifies agrees to hold Buyer and holds its Affiliates and each of their respective officers, directors and employees (“Indemnified Parties”) harmless the Administrative Agent from and indemnify the Indemnified Parties against any and all claimsactual, losses, and liabilities arising out of or resulting from this Pledge Agreement (including enforcement of this Pledge Agreement), except claims, losses, or liabilities resulting from the Administrative 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. The Pledgor shall pay (i) all legal and other reasonable out-of-pocket expenses incurred by the Administrative Agentliabilities, including the reasonable obligations, losses, damages, penalties, actions, judgments, suits, Indemnified Taxes, fees, charges costs, expenses (including reasonable attorneys’ fees and disbursements of outside counsel for and any and all servicing and enforcement costs with respect to the Administrative AgentPurchased Loans) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as 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, this Agreement or any Transactions thereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with the preparation, execution, delivery and administration of this Pledge Agreement and any amendments, modifications or waivers 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 each Indemnified Party harmless from and indemnify 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 the gross negligence or willful misconduct 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 hereof or thereofof any Purchased Loan Documents, (ii) Seller will save, indemnify and hold Buyer harmless from and against all legal and other reasonable 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 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 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 counsel for the Administrative Agent, in connection with the enforcement or protection the preservation of such Indemnified Party’s rights under this Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the fees and disbursements of its rights in connection 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 this Pledge Agreementrespect to Taxes, Excluded Taxes, or Other Taxes, which are governed by Section 3 hereof.

Indemnity and Expenses. The Pledgor hereby indemnifies Subject to Section 9.1(b) of the Credit Agreement, each Grantor agrees to jointly and holds severally indemnify and hold harmless the Administrative Agent and its directors, officers, employees, agents, Affiliates and their Related Parties from and against any and all claims, losses, losses and liabilities arising out of or resulting from this Pledge Agreement (including enforcement of this Pledge Agreement), except claims, losses, losses or liabilities resulting from the Administrative Agentany such Person’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 misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. Each Grantor will promptly following demand pay to the Administrative Agent the amount of (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL. The Pledgor shall pay (ia) any and all legal reasonable fees and other reasonable out-of-pocket expenses incurred by the Administrative Agent(including, including without limitation, the reasonable fees, charges fees and disbursements of counsel for the 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 of legal counsel to the Administrative Agent and accountants, appraisers, investment bankers, environmental advisors, management consultants and other consultants, if any, who may be retained by the Administrative Agent) which the Administrative Agent actually incurs in connection with the custodyadministration of this Agreement or the custody of any of the Collateral and (b) any and all fees and out-of-pocket expenses (including, without limitation, the fees and out-of-pocket expenses of legal counsel to the Administrative Agent and accountants, appraisers, investment bankers, environmental advisors, management consultants and other consultants, if any, who may be retained by the Administrative Agent) which the Administrative Agent actually incurs in connection with the (i) preservation, use, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral, (ii) the exercise or enforcement of any of the rights of the Administrative Agent or the other Lender Parties hereunder or (iii) the filing, recording, refiling failure by any Grantor to perform or rerecording observe any 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 be filed or recorded or refiled or rerecorded by the terms provisions hereof, and (iv) all out-of-pocket expenses incurred by the Administrative Agent, including the fees, charges and disbursements of any counsel for the Administrative Agent, in connection with the enforcement or protection of its rights in connection with this Pledge Agreement.

Indemnity and Expenses. The Pledgor (a) Seller hereby indemnifies agrees to indemnify Buyer, Buyer’s Affiliates and holds harmless the Administrative Agent each of their officers, directors, employees and agents (“Indemnified Parties”) from and against any and all claimsliabilities, obligations, losses, and liabilities arising out of or resulting from this Pledge Agreement (including enforcement of this Pledge Agreement)damages, except claimspenalties, lossesactions, or liabilities resulting from the Administrative Agent’s gross negligence or willful misconduct; PROVIDEDjudgments, HOWEVERsuits, 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)fees, REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORYreasonable, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL. The Pledgor shall pay (i) all legal and other reasonable out-of-pocket costs and expenses incurred by the Administrative Agent, or disbursements (including the reasonable fees, charges and documented attorneys’ fees and disbursements of counsel for outside counsel) (all of the Administrative Agentforegoing included amounts, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as 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 arising out of or in connection with, or relating to, or as a result of, this Agreement, the other Transaction Documents, any Event of Default or any Transaction or any action taken or omitted to be taken by any Indemnified Party under or in connection with the preparation, execution, delivery and administration of this Pledge Agreement and any amendments, modifications or waivers 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 Assets relating to or arising out of any violation or alleged violation of any 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 the bad faith, gross negligence or willful misconduct of an Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions hereof of any Purchased Asset, Seller shall save, indemnify and hold Buyer harmless from and against all Indemnified Amounts suffered by reason of any defense, set-off, counterclaim, recoupment or thereofreduction or liability whatsoever of the account debtor or obligor thereunder, (ii) 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 Buyer as and when billed by Buyer for all legal and other reasonable Buyer’s actual out-of-pocket costs and 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 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 counsel for the Administrative Agent, in connection with the enforcement or protection the preservation of Buyer’s rights under any Transaction Document or Transaction, including without limitation the reasonable and documented fees and disbursements of its rights in connection with this Pledge Agreementoutside counsel. Seller hereby acknowledges that the obligations of Seller hereunder are recourse obligations of Seller.

Indemnity and Expenses. The Pledgor hereby indemnifies and holds harmless the Global Administrative Agent from and against any and all claims, losses, and liabilities arising out of or resulting from this Pledge Agreement (including enforcement of this Pledge Agreement), except claims, losses, or liabilities resulting from the Global Administrative Agent’s gross negligence or willful 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. The 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 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 be filed or recorded or refiled or rerecorded by the terms hereof, and (iv) all out-of-pocket expenses incurred by the Global Administrative Agent, including the fees, charges and disbursements of any counsel for the Global Administrative Agent, in connection with the enforcement or protection of its rights in connection with this Pledge Agreement.

Indemnity and Expenses. The Pledgor (a) Seller hereby indemnifies agrees to hold Buyer and holds its respective Affiliates and each of their respective officers, directors and employees (the “Indemnified Parties”) harmless the Administrative Agent from and indemnify the Indemnified Parties against any and all claimsliabilities, obligations, losses, damages, penalties, actions, judgments or suits that may be payable or determined to be payable with respect to any of the Purchased Assets or in connection with any of the transactions contemplated by this Agreement (or the recharacterization of any Transaction) and liabilities arising the documents delivered in connection herewith and therewith (other than income Taxes of Buyer), fees, actual out of or resulting from this Pledge Agreement pocket costs and expenses (including enforcement of this Pledge Agreement), except claims, losses, or liabilities resulting from the Administrative 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. The Pledgor shall pay (i) all legal and other reasonable out-of-pocket expenses incurred by the Administrative Agent, including the reasonable fees, charges attorneys’ fees and disbursements of outside counsel for the 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 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 servicing and enforcement costs incurred with respect to the Purchased Assets) or instruments disbursements (all of further assurance required the foregoing, collectively, “Indemnified Amounts”) that may at any time (including, without limitation, such time as 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, this Agreement or any Transactions thereunder or any action taken or omitted to be filed taken by any Indemnified Party under or recorded 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 refiled willful misconduct of any Indemnified Party or rerecorded for any overhead expenses of Buyer. Without limiting the generality of the foregoing, Seller agrees to hold each Indemnified Party harmless from and indemnify each Indemnified Party against all Indemnified Amounts with respect to all Purchased 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 the bad faith, gross negligence or willful misconduct 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 terms hereofdirection 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 (iv) 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 Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset Documents, Seller will save, indemnify and hold Buyer harmless from and against all outexpenses, loss or damage suffered by Buyer by reason of any defense, set-of-pocket 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 by the Administrative Agent, including the fees, charges and disbursements of any counsel for the Administrative Agent, in connection with the enforcement or protection the preservation of such Indemnified Party’s rights under this Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the fees and disbursements of its rights in connection with this Pledge Agreementcounsel. 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. The Pledgor hereby indemnifies (a) Grantor agrees to indemnify, reimburse and holds hold the Trustee, Beneficiary, each other Lender and their respective successors, assigns, employees, affiliates and agents (hereinafter in this Section 8.16 referred to individually as “Indemnitee,” and collectively as “Indemnitees”) harmless the Administrative Agent from and against any and all liabilities, obligations, damages, injuries, penalties, claims, lossesdemands, actions, suits, judgments and liabilities any and all costs, expenses or disbursements (including reasonable 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, asserted against or incurred by any of the Indemnitees in any way relating to or arising out of this Deed of Trust or resulting from this Pledge Agreement in any other way connected with the administration of the transactions contemplated hereby or the enforcement of any of the terms of, or the preservation of any 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, latent or other defects, whether or not discoverable), the violation of the laws of any country, state or other governmental body or unit, any tort (including, without limitation, claims arising or imposed under the doctrine of strict liability, or for or on account of injury to or the death of any Person (including enforcement of this Pledge Agreementany Indemnitee), except claimsor property damage), or contract claim; provided that no Indemnitee shall be indemnified pursuant to this Section 8.16 for losses, damages or liabilities resulting from to the Administrative Agent’s extent caused by the gross negligence or willful misconduct; PROVIDEDmisconduct 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 Indemnitee of the assertion of such a liability, HOWEVERobligation, 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)damage, REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORYinjury, ACTIVE OR PASSIVEpenalty, IMPUTEDclaim, JOINT OR TECHNICAL. The Pledgor demand, action, suit or judgment, Grantor shall pay (i) all legal and other reasonable out-of-pocket expenses incurred by the Administrative Agent, including the reasonable fees, charges and disbursements of counsel assume full responsibility for the 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 defense 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 . Each Indemnitee agrees to 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 use its best efforts to promptly notify Grantor of any counsel for the Administrative Agent, in connection with the enforcement or protection such assertion of its rights in connection with this Pledge Agreementwhich such Indemnitee has knowledge.

Indemnity and Expenses. The Pledgor (a) Seller hereby indemnifies agrees to indemnify Buyer, Buyer’s Affiliates and holds harmless the Administrative Agent each of their officers, directors, employees and agents (“Indemnified Parties”) from and against any and all claimsliabilities, obligations, losses, and liabilities arising out of or resulting from this Pledge Agreement (including enforcement of this Pledge Agreement)damages, except claimspenalties, lossesactions, or liabilities resulting from the Administrative Agent’s gross negligence or willful misconduct; PROVIDEDjudgments, HOWEVERsuits, 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)fees, REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORYreasonable, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL. The Pledgor shall pay (i) all legal and other reasonable out-of-pocket costs and expenses incurred by the Administrative Agent, or disbursements (including the reasonable fees, charges and documented attorneys’ fees and disbursements of counsel for outside counsel) (all of the Administrative Agentforegoing included amounts, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as 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 arising out of or in connection with, or relating to, or as a result of, this Agreement, the other Transaction Documents, any Event of Default or any Transaction or any action taken or omitted to be taken by any Indemnified Party under or in connection with the preparation, execution, delivery and administration of this Pledge Agreement and any amendments, modifications or waivers 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 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. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions hereof of any Purchased Asset, Seller shall save, indemnify and hold Buyer harmless from and against all Indemnified Amounts suffered by reason of any defense, set-off, counterclaim, recoupment or thereofreduction or liability whatsoever of the account debtor or obligor thereunder, (ii) 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 Buyer as and when billed by Buyer for all legal and other reasonable Buyer’s out-of-pocket costs and 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 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 counsel for the Administrative Agent, in connection with the enforcement or protection the preservation of Buyer’s rights under any Transaction Document or Transaction, including without limitation the reasonable and documented fees and disbursements of its rights in connection with this Pledge Agreementcounsel. Seller hereby acknowledges that the obligations of Seller hereunder are recourse obligations of Seller.

Indemnity and Expenses. The Pledgor (a) Seller hereby indemnifies agrees to hold Buyer and holds Buyer’s Affiliates and each of their respective officers, directors and employees (the “Indemnified Parties”) harmless the Administrative Agent from and indemnify the Indemnified Parties against any and all claimsliabilities, obligations, losses, damages, penalties, actions, judgments, suits, that may be payable or determined to be payable with respect to any of the Purchased Assets or in connection with any of the transactions contemplated by this Agreement (or the recharacterization of any Transaction) and liabilities the documents delivered in connection herewith and therewith , fees, costs and expenses (including attorneys’ fees and disbursements and any and all servicing and enforcement costs incurred with respect to the Purchased Assets) 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, “Indemnified Amounts”) that may at any time (including, without limitation, such time as 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 resulting from this Pledge Agreement (including enforcement of this Pledge Agreement), except claims, lossesin connection with, or liabilities relating to, 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 Administrative Agent’s bad faith, gross negligence or willful misconduct; PROVIDEDmisconduct of any Indemnified Party. Without limiting the generality of the foregoing, HOWEVERSeller agrees to hold each Indemnified Party harmless from and indemnify each Indemnified Party against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, 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. The Pledgor shall pay (i) all legal and other reasonable out-of-pocket expenses incurred by the Administrative Agentrule or regulation or any consumer credit laws, including without limitation ERISA, the reasonable feesTruth in Lending Act and/or Real Estate Settlement Procedures Act, charges and disbursements that, in each case, results from anything other than the gross negligence or willful misconduct of counsel for the Administrative Agentan Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with the preparationany Purchased Asset for any sum owing thereunder, executionor to enforce any provisions of any Purchased Asset Documents, delivery Seller will save, indemnify and administration hold Buyer harmless from and against all expenses, loss or damage suffered by Buyer by reason of this Pledge Agreement and any amendmentsdefense, modifications set-off, counterclaim, recoupment or waivers reduction or liability whatsoever of the provisions hereof account debtor or thereofobligor thereunder, (ii) 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 legal such Indemnified Party’s costs 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 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 counsel for the Administrative Agent, in connection with the enforcement or protection the preservation of such Indemnified Party’s rights under this Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the fees and disbursements of its rights in connection with this Pledge Agreementcounsel. 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) The Pledgor hereby indemnifies Borrower agrees to pay within 30 days (or earlier if, and holds harmless to the extent, required under Article III) after the presentation of an invoice all reasonable third-party costs and expenses of (i) the Administrative Agent from in connection with the administration of this Agreement and against the other Financing Documents and the transactions contemplated hereby and thereby (but without duplication of such obligation under any other Financing Document) and (ii) the Administrative Agent and the Arranger Parties in connection with the preparation, negotiation, execution and delivery of this Agreement, the Notes, the other Financing Documents and the other documents to be delivered hereunder or thereunder, including (A) all claimsdue diligence, losses, and liabilities arising out of or resulting from this Pledge Agreement syndication (including enforcement of this Pledge Agreementprinting, distribution and bank meetings), except claimstransportation, lossescomputer, or liabilities resulting from duplication, appraisal, consultant, audit expenses and, where appropriate, registration of all Financing Documents and (B) the Administrative 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 TECHNICALreasonable fees and expenses of counsel for the Global Coordinator. The Pledgor shall Borrower further agrees to pay (i) on demand all legal costs and other reasonable out-of-pocket expenses incurred by of the Administrative Agent, each Arranger Party and each Lender Party, if any (including reasonable counsel fees and expenses), in connection with (1) the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Notes, the other Financing Documents and the other documents to be delivered hereunder or thereunder, including reasonable fees, charges fees and disbursements expenses of counsel for the Administrative Agent, in connection with the preparation, execution, delivery each Arranger Party and administration of this Pledge Agreement and any amendments, modifications or waivers of the provisions hereof or thereof, each Lender Party; (ii2) all legal and other reasonable out-of-pocket expenses incurred by the Administrative Agent in connection with the custody, preservation, use, use or operation of, or the sale of, collection from, from or other realization upon, any collateral; (3) the exercise or enforcement of any of the Collateral, (iii) the filing, recording, refiling or rerecording rights 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 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 any Arranger Party or any Lender Party under any Financing Document; (4) the feesfailure by the Borrower to perform or observe any of the provisions hereof; and (5) any amendments, charges and disbursements of any counsel for modifications, waivers or consents required or requested under the Administrative Agent, in connection with the enforcement or protection of its rights in connection with this Pledge AgreementFinancing Documents.

Indemnity and Expenses. The Pledgor hereby indemnifies and holds harmless the Administrative Agent (a) Debtor agrees to indemnity CELI from and against any and all claims, losses, losses and liabilities arising growing out of or resulting from this Pledge Agreement Agreement; (b) Debtor will upon demand pay or reimburse CELI, as the case may be, the amount of any and all expenses, including enforcement fees and disbursements of this Pledge Agreement)counsel, except claimsexperts and agents, losseswhich CELI may incur in connection with, or liabilities resulting from the Administrative 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. The Pledgor shall pay (i) all legal and other reasonable out-of-pocket expenses incurred by the Administrative Agent, 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 amendments, modifications or waivers of the provisions hereof or thereof, Agreement; (ii) all legal and other reasonable out-of-pocket expenses incurred by the Administrative Agent in connection with the custody, preservation, use, use or operation of, or the sale of, collection collections from, or other realization upon, upon any of the Collateral, ; (iii) the filing, recording, refiling exercise or rerecording enforcement of any of the Pledge Agreements and/or rights of CELI hereunder; or (iv) the failure by Debtor to perform or observe any Uniform Commercial Code financing statements relating thereto 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 all amendmentscharge interest on the same at the rate of interest as set forth in said Obligation; (c) Debtor shall fully and promptly pay, supplements perform, discharge, defend, indemnify and modifications to, and all releases and terminations of, any thereof and hold harmless CELI from any and all other documents claims, orders, demands, causes of action, proceedings, judgments, or instruments of further assurance required to be filed suits and all liabilities, losses, costs or recorded or refiled or rerecorded by the terms hereofexpenses (including, and (iv) all out-of-pocket expenses incurred by the Administrative Agentwithout limitation, including the technical consultant fees, charges court costs, expenses paid to third parties and disbursements 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 counsel Hazardous Material into or on any Collateral or property owned, leased, rented or used by Debtor (the “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 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 buried beneath or concealed with the Property. The indemnities set forth in this paragraph shall survive termination of this Agreement and shall be effective for the Administrative Agentfull dollar amount of any said cost, in connection with expense, etc., regardless of the enforcement or protection actual dollar amount of its rights in connection with this Pledge Agreementany Obligation(s).

Indemnity and Expenses. The Pledgor hereby indemnifies agrees to indemnify Lender and holds harmless the Administrative Agent each of its directors, officers, employees, agents and affiliates from and against any and all claims, losses, and liabilities arising Losses growing out of or resulting from this Pledge Agreement (or the transactions contemplated by this Pledge Agreement, including enforcement of this Pledge Agreement), except claims, losses, or liabilities resulting from . Pledgor will upon demand pay to Lender the Administrative 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. The Pledgor shall pay (i) amount of any and all legal and other reasonable out-of-pocket expenses incurred by the Administrative Agentexpenses, including the reasonable fees, charges fees and disbursements of its counsel for the Administrative Agentand of any experts and agents, which Lender incurs in connection with (a) any amendment to this Pledge Agreement, (b) the preparation, execution, delivery and administration of this Pledge Agreement and any amendments, modifications or waivers of the provisions hereof or thereofAgreement, (iic) all legal and other reasonable out-of-pocket expenses incurred by the Administrative Agent in connection with the custody, preservation, use, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral, (iiid) the filing, recording, refiling exercise or rerecording enforcement of any of the rights of Lender under this Pledge Agreements and/or Agreement, or (e) the failure by Pledgor to perform or observe any Uniform Commercial Code financing statements relating thereto of the provisions of this Pledge Agreement, (f) or otherwise protecting, enforcing or preserving any rights or remedies under this Pledge Agreement and all amendmentsthe other Loan Documents to which Pledgor is a party, supplements including the fees and modifications toother charges of counsel (including the allocated fees and expenses of internal counsel) to the Lender. All amounts due under this Section 13 shall be payable not later than five (5) days after demand therefor, shall constitute Pledgor Obligations, and all releases 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 terminations of, any thereof obligations of Pledgor contained in this Section 13 shall survive termination of the Loan Documents and any payment in full of Pledgor Obligations and all other documents or instruments of further assurance required to 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 counsel for the Administrative Agent, in connection with the enforcement or protection of its rights in connection with amounts payable under this Pledge Agreement.

Indemnity and Expenses. The Pledgor (a) Seller hereby indemnifies agrees to hold Buyer and holds its respective Affiliates and each of their respective officers, directors and employees (the “Indemnified Parties”) harmless the Administrative Agent from and indemnify the Indemnified [NEWYORK 3032673_23] Parties against any and all claimsliabilities, obligations, losses, and liabilities arising out damages, penalties, actions, judgments, suits, Indemnified Taxes, Taxes (including stamp, excise, sales or other Taxes) that may be payable or determined to be payable with respect to any of the Purchased Assets or resulting from in connection with any of the transactions contemplated by this Pledge Agreement (including enforcement or the recharacterization of this Pledge Agreementany Transaction) and the documents delivered in connection herewith and therewith (other than income Taxes of Buyer), except claimsfees, losses, or liabilities resulting from the Administrative 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 costs and expenses (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL. The Pledgor shall pay (i) all legal and other including reasonable out-of-pocket expenses incurred by the Administrative Agent, including the reasonable fees, charges attorneys’ fees and disbursements of counsel for the 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 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 servicing and enforcement costs incurred with respect to the Purchased Assets) or instruments disbursements (all of further assurance required the foregoing, collectively, “Indemnified Amounts”) that may at any time (including, without limitation, such time as 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, this Agreement or any Transactions thereunder or any action taken or omitted to be filed taken by any Indemnified Party under or recorded 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 refiled willful misconduct of any Indemnified Party or rerecorded for any overhead expenses of Buyer. Without limiting the generality of the foregoing, Seller agrees to hold each Indemnified Party harmless from and indemnify each Indemnified Party against all Indemnified Amounts with respect to all Purchased 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 the bad faith, gross negligence or willful misconduct of an Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset Documents, Seller will save, indemnify and hold Buyer harmless from and against all expenses, loss or damage suffered by Buyer by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the terms hereofaccount 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 (iv) when billed by such Indemnified Party for all out-of-pocket such Indemnified Party’s costs and expenses incurred by the Administrative Agent, including the fees, charges and disbursements of any counsel for the Administrative Agent, in connection with the enforcement or protection the preservation of such Indemnified Party’s rights under this Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the fees and disbursements of its rights in connection with this Pledge Agreementcounsel. Seller hereby acknowledges that its obligations hereunder are recourse obligations of Seller.

Indemnity and Expenses. The Pledgor (a) Seller hereby indemnifies agrees to hold Administrative Agent, Buyers, and holds their respective Affiliates and each of their respective officers, directors and employees (the “Indemnified Parties”) harmless the Administrative Agent from and indemnify the Indemnified Parties against any and all claimsliabilities, obligations, losses, damages, penalties, actions, judgments, suits that may be payable or determined to be payable with respect to any of the Purchased Assets and liabilities the documents delivered in connection herewith and therewith, fees, costs and expenses (including attorneys’ fees and disbursements and any and all servicing and enforcement costs incurred with respect to the Purchased Assets) or disbursements (all of the foregoing, collectively, “Indemnified Amounts”) that may at any time (including, without limitation, such time as 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 resulting from this Pledge Agreement (including enforcement of this Pledge Agreement), except claims, lossesin connection with, or liabilities relating to, 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 Administrative Agent’s gross negligence or willful misconduct; PROVIDEDmisconduct of any Indemnified Party. Without limiting the generality of the foregoing, HOWEVERSeller agrees to hold each Indemnified Party harmless from and indemnify each Indemnified Party against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, 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. The Pledgor shall pay (i) all legal and other reasonable out-of-pocket expenses incurred by the Administrative Agentrule or regulation or any consumer credit laws, including without limitation ERISA, the reasonable feesTruth in Lending Act and/or Real Estate Settlement Procedures Act, charges and disbursements that, in each case, results from anything other than the gross negligence or willful misconduct of counsel for the an Indemnified Party. In any suit, proceeding or action brought by Administrative Agent, Agent or any Buyer in connection with the preparationany Purchased Asset for any sum owing thereunder, executionor to enforce any provisions of any Purchased Asset Documents, delivery Seller will save, indemnify and administration hold Administrative Agent and Buyers harmless from and against all expenses, loss or damage suffered by Administrative Agent and Buyers by reason of this Pledge Agreement and any amendmentsdefense, modifications set-off, counterclaim, recoupment or waivers reduction or liability whatsoever of the provisions hereof account debtor or thereofobligor thereunder, (ii) 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. Xxxxxx also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all legal such Indemnified Party’s costs 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 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 counsel for the Administrative Agent, in connection with the enforcement or protection the preservation of such Indemnified Party’s rights under this Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the fees and disbursements of its rights counsel. Without limiting the generality of the foregoing, Xxxxxx agrees to hold each Indemnified Party harmless from any action taken in connection with this Pledge AgreementAgreement 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. The Pledgor (a) Seller hereby indemnifies agrees to hold Buyer and holds Buyer’s Affiliates and each of their respective officers, directors and employees (the “Indemnified Parties”) harmless the Administrative Agent from and indemnify the Indemnified Parties against any and all claimsliabilities, obligations, losses, damages, penalties, actions, judgments, suits, Indemnified Taxes, Taxes (including stamp, excise, sales or other Taxes) that may be payable or determined to be payable with respect to any of the Purchased Assets or in connection with any of the transactions contemplated by this Agreement (or the recharacterization of any Transaction) and liabilities the documents delivered in connection herewith and therewith (other than income Taxes of Buyer), fees, costs and expenses (including attorneys’ fees and disbursements and any and all servicing and enforcement costs incurred with respect to the Purchased Assets) or disbursements (all of the foregoing, collectively, “Indemnified Amounts”) that may at any time (including, without limitation, such time as 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 resulting from this Pledge Agreement (including enforcement of this Pledge Agreement), except claims, lossesin connection with, or liabilities relating to, 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 Administrative Agent’s gross negligence or willful misconduct; PROVIDEDmisconduct of any Indemnified Party. Without limiting the generality of the foregoing, HOWEVERSeller agrees to hold each Indemnified Party harmless from and indemnify each Indemnified Party against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, 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. The Pledgor shall pay (i) all legal and other reasonable out-of-pocket expenses incurred by the Administrative Agentrule or regulation or any consumer credit laws, including without limitation ERISA, the reasonable feesTruth in Lending Act and/or Real Estate Settlement Procedures Act, charges and disbursements that, in each case, results from anything other than the gross negligence or willful misconduct of counsel for the Administrative Agentan Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with the preparationany Purchased Asset for any sum owing thereunder, executionor to enforce any provisions of any Purchased Asset Documents, delivery Seller will save, indemnify and administration hold Buyer harmless from and against all expenses, loss or damage suffered by Buyer by reason of this Pledge Agreement and any amendmentsdefense, modifications set-off, counterclaim, recoupment or waivers reduction or liability whatsoever of the provisions hereof account debtor or thereofobligor thereunder, (ii) 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 legal such Indemnified Party’s costs 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 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 counsel for the Administrative Agent, in connection with the enforcement or protection the preservation of such Indemnified Party’s rights under this Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the fees and disbursements of its rights in connection with this Pledge Agreementcounsel. Seller hereby acknowledges that its obligations hereunder are recourse obligations of Seller.

Indemnity and Expenses. (a) The Pledgor hereby indemnifies agrees to indemnify, defend, protect and holds hold harmless the Administrative Pledgee and the Collateral Agent (and all of its respective officers, directors, employees, attorneys, consultants and agents) from and against any and all claims, damages, losses, liabilities obligations, penalties, fees, costs and liabilities arising expenses (including, without limitation, reasonable legal fees, costs, expenses and disbursements of counsel) to the extent that they arise out of or resulting otherwise result from this Pledge Agreement (including including, without limitation, enforcement of this Pledge Agreement), except except, as to any such indemnified Person, claims, damages, losses, or liabilities liabilities, obligations, penalties, fees, costs and expenses resulting solely and directly from the Administrative Agentsuch Person’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 misconduct as determined by a final judgment of a court of competent jurisdiction. (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL. b) The Pledgor shall agrees to pay (i) to the Pledgee upon demand the amount of any and all legal reasonable costs and other reasonable out-of-pocket expenses incurred by the Administrative Agentexpenses, including the reasonable fees, charges costs, expenses and disbursements of the Pledgee’s counsel for and of any experts and agents, which the Administrative Agent, Pledgee may incur in connection with (i) the preparation, negotiation, execution, delivery and administration delivery, recordation, administration, amendment, waiver or other modification or termination of this Pledge Agreement and any amendments, modifications or waivers of the provisions hereof or thereofAgreement, (ii) all legal and other reasonable out-of-pocket expenses incurred by the Administrative Agent in connection with the custody, preservation, use, use or operation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral, (iii) the filing, recording, refiling exercise or rerecording enforcement of any of the Pledge Agreements and/or any Uniform Commercial Code financing statements relating thereto and all amendmentsrights of the Pledgee hereunder, 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 be filed or recorded or refiled or rerecorded by the terms hereof, and (iv) all out-of-pocket expenses incurred the failure by the Administrative Agent, including Pledgor to perform or observe any of the fees, charges and disbursements of any counsel for the Administrative Agent, in connection with the enforcement or protection of its rights in connection with this Pledge Agreementprovisions hereof. SECTION 13.

Indemnity and Expenses. The Pledgor (a) Seller hereby indemnifies agrees to indemnify Purchaser, Purchaser’s Affiliates and holds each of its and their officers, directors, employees and agents (“Indemnified Parties”) for, and hold harmless the Administrative Agent from and against from, any and all claims, losses, and liabilities arising out of or resulting from this Pledge Agreement (including enforcement of this Pledge Agreement), except claims, losses, or liabilities resulting from the Administrative 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. The Pledgor shall pay (i) all legal and other reasonable actual out-of-pocket liabilities, obligations, losses, damages, penalties, actions, judgments, suits, fees, costs, expenses incurred by the Administrative Agent(including, including without limitation, the reasonable feesfees and expenses of outside counsel) or disbursements (all of the foregoing, charges collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and disbursements the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of counsel for or in connection with, or relating to, or as a result of, this Agreement, the Administrative Agentother Transaction Documents, any 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 preparationforegoing, execution, delivery and administration of this Pledge Agreement and any amendments, modifications or waivers enforcement of any of the provisions hereof of the Transaction Documents; provided that Seller shall not be liable for Indemnified Amounts resulting from the gross negligence, bad faith or thereofwillful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, (ii) Seller agrees to hold Purchaser harmless from and indemnify Purchaser against all legal and other reasonable out-of-pocket expenses incurred Indemnified Amounts with respect to all Purchased 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 in each case, which does not result from the gross negligence, bad faith or willful misconduct of any Indemnified Party. In any suit, proceeding or action brought by the Administrative Agent Purchaser in connection with the custody, preservation, useany Purchased Asset for any sum owing thereunder, or operation ofto enforce any provisions of any Purchased Asset, Seller agrees to hold Purchaser harmless from and indemnify Purchaser from and against all Indemnified Amounts suffered by Purchaser by reason of any defense, set-off, counterclaim, recoupment or the sale of, collection from, reduction or other realization upon, any liability whatsoever of the Collateralaccount debtor or obligor thereunder, (iii) arising out of a breach by any Seller Party or any Affiliate thereof party to 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 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 Transaction Documents of any counsel for 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 Administrative AgentTransaction Documents. The obligation of Seller hereunder is a recourse obligation of Seller. This Article 27(a) shall not apply with respect to taxes other than any taxes that represent losses, in connection with the enforcement or protection of its rights in connection with this Pledge Agreementclaims, damages, etc. arising from any non-tax claim.

Indemnity and Expenses. The Pledgor (a) Borrower hereby indemnifies agrees to indemnify Class A Lender and holds harmless the Administrative Agent its officers, directors, employees and agents (“Indemnified Parties”) from and against any and all claimsactual, out-of-pocket liabilities, obligations, losses, damages, penalties, actions, judgments, suits, fees, actual and liabilities arising out of or resulting from this Pledge Agreement (including enforcement of this Pledge Agreement), except claims, losses, or liabilities resulting from the Administrative 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. The Pledgor shall pay (i) all legal documented out-of-pocket costs and other reasonable actual and documented out-of-pocket expenses incurred by the Administrative Agent, or disbursements (including the reasonable fees, charges and documented attorneys’ fees and disbursements of counsel outside counsel) (all of the foregoing included amounts, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Loan shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way arising out of or in connection with, or relating to, or as a result of, this Agreement, the other Loan Documents, any Event of Default or 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 that Borrower shall not be liable for Indemnified Amounts resulting from the Administrative Agentgross negligence or willful misconduct of any Indemnified Party 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, Xxxxxxxx agrees to hold Class A Lender harmless from and indemnify Class A Lender against all Indemnified Amounts with respect to 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 the bad faith, gross negligence or willful misconduct of an Indemnified Party. In any suit, proceeding or action brought by Class A Lender in connection with the preparationUnderlying Loan for any sum owing thereunder, execution, delivery and administration of this Pledge Agreement and or to enforce any amendments, modifications or waivers provisions of the provisions hereof Underlying Loan, Borrower shall save, indemnify and hold Class A Lender harmless from and against all Indemnified Amounts suffered by reason of any defense, set-off, counterclaim, recoupment or thereofreduction or liability whatsoever of the account debtor or obligor thereunder, (ii) arising out of a breach by 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 Borrower. Xxxxxxxx also agrees to reimburse Class A Lender as and when billed by Class A Lender for all legal Class A Lender’s actual and other reasonable documented out-of-pocket costs and 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 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 counsel for the Administrative Agent, in connection with the enforcement or protection the preservation of Lender’s rights under any Loan Document or the Loan, including without limitation the reasonable and documented fees and disbursements of its rights outside counsel. Xxxxxx and Xxxxxxxx hereby acknowledges that the obligations of Borrower hereunder are recourse obligations of Borrower 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 this Pledge Agreementwith, or as a result of the transactions contemplated hereby.

Indemnity and Expenses. The Pledgor hereby indemnifies (a) Seller agrees to hold Buyer, and holds its affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless the Administrative Agent from and indemnify any Indemnified Party against any and all claimsliabilities, losses, damages, judgments and liabilities costs and expenses relating thereto of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) relating to or arising out of this Agreement, any other Program Document or resulting any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Document or any transaction contemplated hereby or thereby, that, in each case, results from this Pledge Agreement anything other than any Indemnified Party’s gross negligence or willful misconduct (including enforcement failure by Buyer to comply with applicable law). Without limiting the generality of this Pledge Agreement)the foregoing, except claimsXxxxxx agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Purchased Mortgage Loans relating to or arising out of any violation or alleged violation of any applicable laws, lossesrules and regulations that, or liabilities resulting in each case, results from the Administrative Agentanything other than such Indemnified Party’s gross negligence or willful misconduct; PROVIDED. In any suit, 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. The Pledgor shall pay (i) all legal and other reasonable out-of-pocket expenses incurred proceeding or action brought by the Administrative Agent, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, an Indemnified Party in connection with the preparationany Purchased Mortgage Loan for any sum owing thereunder, executionor to enforce any provisions of any Purchased Mortgage Loan, delivery Seller will save, indemnify and administration hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of this Pledge Agreement and any amendmentsdefense, modifications set-off, counterclaim, recoupment or waivers reduction of liability whatsoever of the provisions hereof account debtor or thereofobligor thereunder, (ii) 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. Xxxxxx also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all legal such Indemnified Party’s reasonable costs 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 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 counsel for the Administrative Agent, in connection with the enforcement or protection the preservation of such Indemnified LEGAL02/42117271v5 Party’s rights under this Agreement, any other Program Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its rights in connection with counsel. Seller hereby acknowledges that, the obligations of Seller under this Pledge AgreementAgreement are recourse obligations of Seller.

Indemnity and Expenses. The Pledgor (a) Seller hereby indemnifies agrees to hold Buyer and holds its Affiliates and each of their respective officers, directors and employees (“Indemnified Parties”) harmless the Administrative Agent from and indemnify the Indemnified Parties against any and all claims, losses, and liabilities arising out of or resulting from this Pledge Agreement (including enforcement of this Pledge Agreement), except claims, losses, or liabilities resulting from the Administrative 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. The Pledgor shall pay (i) all legal and other reasonable actual out-of-pocket expenses incurred by the Administrative Agentliabilities, including the reasonable obligations, losses, damages, penalties, actions, judgments, suits, fees, charges costs, expenses (including attorneys’ fees and disbursements and any and all servicing and enforcement costs with respect to the Purchased Loans) or disbursements (all of counsel for the Administrative Agentforegoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, until such time as 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, this Agreement or any Transactions thereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with the preparation, execution, delivery and administration of this Pledge Agreement and any amendments, modifications or waivers of the foregoing; provided, that Seller shall not be liable for Indemnified Amounts resulting from the gross negligence, bad faith or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold each Indemnified Party harmless from and indemnify 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 the gross negligence, bad faith or willful misconduct 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 hereof or thereofof any Purchased Loan Documents, (ii) Seller will save, indemnify and hold Buyer harmless from and against all legal and other reasonable actual out-of-pocket expenses incurred expense, loss or damage suffered by the Administrative Agent in connection with the custodyBuyer by reason of any defense, preservationset-off, usecounterclaim, recoupment or operation of, reduction or the sale of, collection from, or other realization upon, any liability whatsoever of the Collateralaccount debtor or obligor thereunder, (iii) the filingarising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, recording, refiling indebtedness or rerecording liability at any time owing to or in favor of the Pledge Agreements and/or any Uniform Commercial Code financing statements relating thereto 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 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 be filed or recorded or refiled or rerecorded by the terms hereof, and (iv) all such Indemnified Party’s actual out-of-pocket costs and expenses reasonably incurred by the Administrative Agent, including the fees, charges and disbursements of any counsel for the Administrative Agent, in connection with the enforcement or protection the preservation of such Indemnified Party’s rights under this Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its rights in connection with this Pledge Agreementexternal counsel.

Indemnity and Expenses. The Pledgor (ay) Sellers hereby indemnifies agree to indemnify Purchasers, Repurchase Agent, Realisation Agent and holds their respective Affiliates, and each of its and their Affiliates and each of its and their officers, directors, employees and agents (“Indemnified Parties”) for, and hold harmless the Administrative Agent from and against from, any and all claimsactual out-of-pocket liabilities, obligations, losses, and liabilities arising out of or resulting from this Pledge Agreement damages, penalties, actions, judgments, suits, fees, costs, expenses (including enforcement of this Pledge Agreement)including, except claimswithout limitation, losses, or liabilities resulting from the Administrative 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. The Pledgor shall pay (i) all legal and other reasonable out-of-pocket fees and expenses incurred of outside counsel), Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under Article 5) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall 90 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 other Transaction Documents, any Transactions, any Event of Default or any action taken or omitted to be taken by the Administrative Agent, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, any Indemnified Party under or in connection with any of the preparationforegoing, execution, delivery and administration of this Pledge Agreement and any amendments, modifications or waivers enforcement of any of the provisions hereof of the Transaction Documents; provided that no Seller shall be liable for Indemnified Amounts resulting from the gross negligence or thereofwillful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, each Seller agrees to hold Purchasers, Repurchase Agent and Realisation Agent harmless from and indemnify Purchasers, Repurchase Agent and Realisation Agent against all Indemnified Amounts with respect to all Purchased 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 in each case, which does not result from the gross negligence or willful misconduct of any Indemnified Party. In any suit, proceeding or action brought by Purchasers, Repurchase Agent or Realisation Agent in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, each Seller agrees to hold Purchasers, Repurchase Agent and Realisation Agent harmless from and indemnify Purchasers, Repurchase Agent and Realisation Agent from and against all Indemnified Amounts suffered by Purchasers, Repurchase Agent or Realisation Agent, 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. This Article 27(a) shall (iiother than in respect of Indemnified Taxes) not apply with respect to taxes other than any taxes that represent losses, claims, damages, etc. arising from any non-tax claim. (az) Sellers agree to pay or reimburse upon written demand all legal of Purchasers’, Repurchase Agent’s and other reasonable Realisation Agent’s actual out-of-pocket costs and expenses (including, without limitation, the reasonable fees and expenses of outside counsel) incurred by the Administrative Agent in connection with (i) the custodypreparation, preservationnegotiation, use, or operation execution and consummation of, and any amendment, supplement or the sale of, collection from, or other realization uponmodification to, any Transaction Document or any Transaction thereunder, whether or not such Transaction Document (or amendment thereto) or such Transaction is ultimately consummated (provided that the related Seller shall not be required to reimburse Purchasers for any such costs and expenses related to Pre-Purchase Due Diligence in a respect of any Transaction or proposed Transaction which is not ultimately consummated, in each case other than the Collateralapplicable Pre-Purchase Legal/Due Diligence Review Fee), (ii) the consummation and administration of any Transaction, (iii) any preservation of Purchasers’ rights under the filingTransaction Documents, 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 be filed or recorded or refiled or rerecorded by the terms hereof, and (iv) all out-of-pocket expenses incurred any performance by Purchasers, Repurchase Agent or Realisation Agent of any obligations of any Seller in respect of any Purchased Asset, (v) if any Event of Default has occurred and is continuing any actual or attempted sale, or any exchange, enforcement, collection, compromise or settlement in respect of any of the Administrative Collateral or the Equity Pledged Collateral, (vi) the custody, care or preservation of the Collateral or the Equity Pledged Collateral (including insurance, filing and recording costs) and defending or asserting rights and claims of Purchasers in respect thereof, by litigation or otherwise, (vii) the maintenance of the Collection Accounts and the Securities Accounts and registering the Collateral and the Equity Pledged Collateral in the name of any Purchaser, Repurchase Agent or Realisation Agent, including as applicable, or its nominee, (viii) any default by any Seller in repurchasing the feesPurchased Asset after such Seller has given a notice in accordance with Article 3(e) of an Early Repurchase Date, charges (ix) any failure by any Seller to sell any Eligible Asset to any Purchaser on the Purchase Date thereof, (x) any actions taken and disbursements which are reasonably necessary to perfect or continue any lien created under any Transaction Document, (xi) any Purchaser owning any Purchased Asset or other Purchased Item and/or (xii) in accordance with Section 28(e), any 91 due diligence performed by Purchasers, Repurchase Agent or Realisation Agent pursuant to Article 28. All such expenses shall be recourse obligations of any counsel for Sellers to Purchasers, Repurchase Agent and Realisation Agent under this Agreement. A certificate as to such costs and expenses, setting forth the Administrative Agent, in connection with the enforcement or protection of its rights in connection with this Pledge Agreementcalculations thereof shall be conclusive and binding upon Sellers absent manifest error.

Indemnity and Expenses. The Pledgor (a) Each Grantor hereby indemnifies and holds harmless the Administrative Agent from and against any and all claims, losses, and liabilities arising out of or resulting from this Pledge Agreement (including enforcement of this Pledge Agreement), except claims, losses, or liabilities resulting from the Administrative 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. The Pledgor shall pay agrees to: (i) (A) whether or not the transactions herein contemplated are consummated, pay all legal and other reasonable out-of-pocket costs and expenses incurred by the Administrative Agent, of Lender (including the reasonable fees, charges fees and disbursements of counsel for the Administrative Agent, Lender’s outside counsel) in connection with the preparation, execution, delivery and administration of this Pledge Agreement, the Credit Agreement and the other Credit Documents together with the documents and instruments referred to herein and therein and any amendmentsamendment, modifications waiver or waivers consent relating hereto or thereto, and (B) after the occurrence and during the continuation of the provisions hereof or thereofan Event of Default, (ii) pay all legal and other reasonable out-of-pocket costs and 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 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 counsel for the Administrative Agent, 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 protection of its rights 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 respective officers, directors, employees, representatives, agents, affiliates, trustees and investment advisors (each such Person, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) (collectively, “Damages”) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by 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 Pledge Agreement, the Credit Agreement or any 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 other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents; provided, that such indemnity shall not, as to any Indemnified Person, be 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 Person set forth in the 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 indemnified liabilities which is permissible under applicable law. To the fullest extent permitted by applicable law, no Indemnified 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 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 taxes that represent losses, claims, damages, etc. arising from any non-tax claim.

Indemnity and Expenses. The Pledgor hereby indemnifies Each Company, jointly and holds severally, agrees (a) to indemnify, defend and hold harmless the Administrative Agent Lender, and its officers, directors, employees, and affiliates (each, an "indemnified person") from and against any and all losses, claims, lossesdamages, liabilities or judgments to which any such indemnified person may be subject and liabilities arising out of or resulting from this Pledge Agreement (including enforcement in connection with the Loan Documents, the financings contemplated hereby, the use of this Pledge Agreement)any proceeds of such financings or any related transaction or any claim, except litigation, investigation or proceeding relating to any 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; provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, lossesdamages, liabilities, judgments or liabilities resulting related expenses to the extent arising from the Administrative Agent’s wilful misconduct or gross negligence of such indemnified person, (b) to pay or willful misconduct; PROVIDEDreimburse the Lender for all its out-of- pocket costs and expenses incurred in connection with the preparation and execution of and any amendment, HOWEVERsupplement or modification to this Agreement, THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT THE ADMINISTRATIVE AGENT BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE the Notes any other Loan Documents, and any other documents prepared in connection herewith or therewith, and the consummation of the transactions contemplated hereby and thereby, including without limitation, the reasonable fees and disbursements of Farrell Fritz, P.C., counsel to the Lender, and (OTHER THAN GROSS NEGLIGENCE)c) to pay or reimburxx xxx Xxxxxx for all its costs and expenses incurred in connection with the enforcement and preservation of any rights under this Agreement, REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORYthe Notes, ACTIVE OR PASSIVEthe other Loan Documents, IMPUTEDand any other documents prepared in connection herewith or therewith, JOINT OR TECHNICAL. The Pledgor shall pay including, without limitation, the reasonable fees and disbursements of counsel (iincluding, without limitation, in-house counsel) to the Lender, including all legal and other reasonable such out-of-pocket expenses incurred by the Administrative Agentduring any work-out, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, restructuring or negotiations in connection with the preparation, execution, delivery and administration of this Pledge Agreement and any amendments, modifications or waivers respect 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 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 counsel for the Administrative Agent, in connection with the enforcement or protection of its rights in connection with this Pledge AgreementObligations.

Indemnity and Expenses. The Pledgor hereby indemnifies Company agrees (a) to indemnify, defend and holds hold harmless the Administrative Agent Agent, each Lender, the Issuing Lender and their respective officers, directors, employees, and affiliates (each, an “indemnified person”) from and against any and all losses, claims, lossesdamages, liabilities or judgments to which any such indemnified person may be subject and liabilities arising out of or resulting from this Pledge Agreement (including enforcement in connection with the Loan Documents, the financings contemplated hereby, the use of this Pledge Agreement)any proceeds of such financings or any related transaction or any claim, except litigation, investigation or proceeding relating to any 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; provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, lossesdamages, liabilities, judgments or liabilities resulting related expenses to the extent arising from the wilful misconduct or gross negligence of such indemnified person, (b) to pay or 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 amendment, supplement or modification to this Agreement, the Notes any other Loan Documents, and any other documents prepared in connection herewith or therewith, and the consummation of the transactions contemplated hereby and thereby, including without limitation, the reasonable fees and disbursements of Xxxxxxx Xxxxx, P.C., counsel to the Administrative 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. The Pledgor shall c) to pay (i) to the Issuing Lender all legal and other reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (d) to pay or reimburse each Lender, the Issuing Lender and the Administrative AgentAgent for all their costs and expenses incurred in connection with the enforcement and preservation of any rights under this Agreement, including the Notes, the other Loan Documents, and any other documents prepared in connection herewith or therewith, including, without limitation, the reasonable fees, charges fees and disbursements of counsel for (including, without limitation, in-house counsel) to the Administrative Agent, in connection with the preparationIssuing Lender and to the several Lenders, execution, delivery and administration of this Pledge Agreement and any amendments, modifications or waivers of the provisions hereof or thereof, (ii) including all legal and other reasonable such out-of-pocket expenses incurred by the Administrative Agent during any work-out, restructuring or negotiations in connection with the custody, preservation, use, or operation of, or the sale of, collection from, or other realization upon, any respect 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 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 counsel for the Administrative Agent, in connection with the enforcement or protection of its rights in connection with this Pledge AgreementObligations.

Indemnity and Expenses. The Pledgor (a) Each Seller Counterparty hereby indemnifies agrees to indemnify Purchaser, Purchaser’s Affiliates and holds harmless the Administrative Agent each of their officers, directors, employees and agents (“Indemnified Parties”) from and against any and all claimsliabilities, obligations, losses, and liabilities arising out of or resulting from this Pledge Agreement (including enforcement of this Pledge Agreement)damages, except claimspenalties, lossesactions, or liabilities resulting from the Administrative Agent’s gross negligence or willful misconduct; PROVIDEDjudgments, HOWEVERsuits, 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)fees, REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORYreasonable, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL. The Pledgor shall pay (i) all legal and other reasonable out-of-pocket costs and expenses incurred by the Administrative Agent, or disbursements (including the reasonable fees, charges and documented attorneys’ fees and disbursements of counsel for outside counsel) (all of the Administrative Agentforegoing included amounts, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as 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 arising out of or in connection with, or relating to, or as a result of, this Agreement, the other Transaction Documents, any Event of Default or any Transaction, or Swingline Transaction, or any action taken or omitted to be taken by any Indemnified Party under or in connection with the preparation, execution, delivery and administration of this Pledge Agreement and any amendments, modifications or waivers of the foregoing; provided that no Seller Counterparty shall be liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of any Indemnified Party 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 Purchaser harmless from and indemnify 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, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act. In any suit, proceeding or action brought by Purchaser in connection with any Purchased Asset and Contributed Swingline Loans for any sum owing thereunder, or to enforce any provisions hereof of any Purchased Asset or thereofContributed Swingline Loans, (ii) Seller Counterparties shall save, indemnify and hold Purchaser harmless from and against all legal 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 Counterparties. Each Seller Counterparty also agrees to reimburse Purchaser as and other reasonable when billed by Purchaser for all Purchaser’s out-of-pocket costs and 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 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 counsel for the Administrative Agent, in connection with the enforcement or protection the preservation of Purchaser’s rights under any Transaction Document or Transaction, including without limitation the reasonable and documented fees and disbursements of its rights in connection with this Pledge Agreementcounsel. Each Seller Counterparty hereby acknowledges that the obligations of Seller Counterparties hereunder are recourse obligations of each Seller Counterparty.

Indemnity and Expenses. The Pledgor hereby indemnifies and holds harmless (a) Each Grantor shall, upon demand, (a) pay or reimburse the Administrative Agent from and against any and Secured Party for all claims, losses, and liabilities arising out of or resulting from this Pledge Agreement (including enforcement of this Pledge Agreement), except claims, losses, or liabilities resulting from the Administrative 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. The Pledgor shall pay (i) all legal and other its reasonable out-of-pocket costs and expenses incurred by in connection with the Administrative Agentdevelopment, including preparation and execution of, and any amendment, supplement or modification to, this Agreement, the other Loan Documents to which such Grantor is a party and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees, charges fees and disbursements of counsel for to the 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 thereofSecured Party, (iib) pay or reimburse the Secured Party and each Lender for all legal its costs 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 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 counsel for the Administrative Agent, in connection with the enforcement or protection preservation of its any rights under this Agreement and the other Loan Documents to which such Grantor is or becomes a party, including, without limitation, the fees and disbursements of counsel to the Secured Party and each Lender, and (c) pay, and indemnify and hold harmless the Secured Party and each Lender 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 Pledge AgreementAgreement or any such other Loan Document and (d) pay, and indemnify and hold harmless the Secured Party and each Lender (including each of their respective parents, subsidiaries, officers, directors, employees, agents and affiliates) from and against, any and all other claims, demands, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, settlements, expenses or disbursements of whatever kind or nature arising from, in connection with or with respect to the execution, delivery, enforcement, performance and administration of this Agreement and such other Loan Documents, (all the foregoing in this clause (d), collectively, the "indemnified liabilities"); provided that no Grantor shall have any obligation hereunder to the Secured Party or any Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Secured Party or that Lender. The agreements in this Section 15 shall survive repayment of the Secured Obligations hereunder.

Indemnity and Expenses. The Pledgor (a) Seller hereby indemnifies agrees to indemnify Buyer and holds harmless the Administrative Agent its officers, directors, employees and agents (“Indemnified Parties”) from and against any and all claimsliabilities, obligations, losses, damages, penalties, actions, judgments, suits, fees, actual and liabilities arising out of or resulting from this Pledge Agreement (including enforcement of this Pledge Agreement), except claims, losses, or liabilities resulting from the Administrative 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. The Pledgor shall pay (i) all legal documented out-of-pocket costs and other reasonable actual and documented out-of-pocket expenses incurred by the Administrative Agent, or disbursements (including the reasonable fees, charges and documented attorneys’ fees and disbursements of counsel for outside counsel) (all of the Administrative Agentforegoing included amounts, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as 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 arising out of or in connection with, or relating to, or as a result of, this Agreement, the other Transaction Documents, any Event of Default or any Transaction or any action taken or omitted to be taken by any Indemnified Party under or in connection with the preparation, execution, delivery and administration of this Pledge Agreement and any amendments, modifications or waivers 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 Assets relating to or arising out of any violation or alleged violation of any 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 the bad faith, gross negligence or willful misconduct of an Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions hereof of any Purchased Asset, Seller shall save, indemnify and hold Buyer harmless from and against all Indemnified Amounts suffered by reason of any defense, set-off, counterclaim, recoupment or thereofreduction or liability whatsoever of the account debtor or obligor thereunder, (ii) 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 or such Affiliate. Seller also agrees to reimburse Buyer as and when billed by Buyer for all legal Buyer’s actual and other reasonable documented out-of-pocket costs and 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 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 counsel for the Administrative Agent, in connection with the enforcement or protection the preservation of Buyer’s rights under any Transaction Document or Transaction, including without limitation the reasonable and documented fees and disbursements of its rights in connection with this Pledge Agreementoutside counsel. Seller hereby acknowledges that the obligations of Seller hereunder are recourse obligations of Seller.

Indemnity and Expenses. The Pledgor hereby indemnifies (a) Each Grantor agrees to defend, protect, indemnify and holds hold harmless the Collateral Agent, each Lender, the Issuing Bank, the Administrative Agent and the Syndication Agent and each employee, officer, director, agent, professional person, successor and assignee of each of them and each of their respective Affiliates and subsidiaries (all of the foregoing collectively referred to herein as the "Indemnitees") from and against any and all claimsliabilities, obligations, losses, and liabilities arising out of or resulting from this Pledge Agreement (including enforcement of this Pledge Agreement)damages, except penalties, actions, judgment, suits, claims, lossescosts, expenses and disbursements of any kind or liabilities resulting from nature whatsoever (including, without limitation, the Administrative 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. The Pledgor shall pay (i) all legal and other reasonable out-of-pocket expenses incurred by the Administrative Agent, including the reasonable fees, charges fees and disbursements of counsel for the Administrative AgentCollateral Agent and the other Indemnitees, incurred in connection with the preparationany action or proceeding between any Grantor Exhibit 4.01(c) 9 and any Indemnitee or between any Indemnitee and any third party or otherwise, executionwith respect to any investigative, delivery 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 administration 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 Pledge Agreement and any amendmentsAgreement, modifications the Collateral 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 CollateralObligations 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 (iiicollectively, the "Indemnified Matters"); provided, however, that no Grantor shall have any obligation to any Indemnitee hereunder with respect to Indemnified 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 filingpayment in full of all amounts due and payable under this Agreement, recordingthe Credit Agreement, refiling or rerecording the Guaranty of Payment and the Pledge Agreements and/or any Uniform Commercial Code financing statements relating thereto other Credit Documents, and the full satisfaction of all amendmentsother Obligations, supplements and modifications are in addition to, and all releases and terminations ofcumulative with respect to, any thereof and any and all other documents indemnities contained in the Credit Agreement, the Guaranty of Payment or instruments any of further assurance required to 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 counsel for the Administrative Agent, in connection with the enforcement or protection of its rights in connection with this Pledge Agreementother Credit Documents.

Indemnity and Expenses. The Pledgor hereby indemnifies (a) Seller agrees to hold Buyer, Agent, and holds their respective Affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless the Administrative Agent from and indemnify each Indemnified Party against any and all claimsliabilities, losses, damages, judgments and liabilities costs and expenses relating thereto of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) relating to or arising out of this Agreement, any other Program Document or resulting any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Document or any transaction contemplated hereby or thereby, that, in each case, results from this Pledge Agreement anything other than such Indemnified Party’s gross negligence or willful misconduct (including enforcement failure by Buyer or Agent to comply with applicable law). Without limiting the generality of this Pledge Agreement)the foregoing, except claimsSeller agrees to hold each Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Mortgage Loans relating to or arising out of any violation or alleged violation of any applicable laws, lossesrules and regulations that, or liabilities resulting in each case, results from the Administrative Agentanything other than such Indemnified Party’s gross negligence or willful misconduct; PROVIDED. In any suit, 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. The Pledgor shall pay (i) all legal and other reasonable out-of-pocket expenses incurred proceeding or action brought by the Administrative Agent, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, an Indemnified Party in connection with the preparationany Mortgage Loan for any sum owing thereunder, executionor to enforce any provisions of any Mortgage Loan, delivery Seller will save, indemnify and administration hold each Indemnified Party harmless from and against all expense, loss or damage, suffered by reason of this Pledge Agreement and any amendmentsdefense, modifications set-off, counterclaim, recoupment or waivers reduction of liability whatsoever of the provisions hereof account debtor or thereofobligor thereunder, (ii) 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 legal such Indemnified Party’s costs 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 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 counsel for the Administrative Agent, in connection with the enforcement or protection the preservation of such Indemnified Party’s rights under this Agreement, any other Program Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its rights in connection with counsel. Seller hereby acknowledges that, the obligations of Seller under this Pledge AgreementAgreement are recourse obligations of Seller.

Indemnity and Expenses. The Pledgor hereby indemnifies 1 (a) Without limitation of any indemnification obligations of any Grantor under the other Loan Documents, each Grantor agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and holds hold harmless the Administrative Agent each Indemnitee, from and against any and all claims, losses, liabilities and liabilities arising related out of pocket expenses, in any way relating to, growing out of or resulting from this Pledge Agreement and the transactions contemplated hereby (including enforcement of this Pledge Agreement), except claims, losses, or liabilities resulting from the Administrative 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. The Pledgor shall pay (i) all legal and other reasonable out-of-pocket expenses incurred by the Administrative Agent, 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 amendments, 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 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 documented fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of, the Administrative execution, delivery or performance of this Agreement or any agreement or instrument contemplated hereby or any claim, litigation, investigation or proceeding relating to any of the foregoing or to the Collateral, regardless of whether any Indemnitee is a party thereto or whether initiated by a third party or by a Grantor or any Affiliate thereof, except to the extent that such losses, claims, damages, liabilities or related expenses (A) are determined by a court of competent jurisdiction by final and nonappealable judgment 1 Note: We have kept in, as it is possible that current or future Grantors may not be Loan Parties to the Credit Agreement and thus would need to be covered by the indemnity and expense reimbursement to have resulted from the bad faith, gross negligence or willful misconduct of any Indemnitee or, to the extent acting at the direction of any Indemnitee, any partners, agents, advisors or representatives of such Indemnitee, (B) are determined by a court of competent jurisdiction by final and nonappealable judgment to have arisen from a material breach of the obligations of such Indemnitee under this Agreement, or, to the extent acting at the direction of any of Indemnitee, any partners, agents, advisors or representatives of such Indemnitee or (C) arise from disputes solely among the Indemnitees other than claims against an Indemnitee in its capacity or in fulfilling its role as an Agent, Arranger, Issuing Bank or other similar role under this Agreement and other than claims arising out of any act or omission of the Borrower or any of its affiliates. To the extent permitted by applicable law, no Grantor shall assert, and each Grantor hereby waives any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the enforcement transactions, any Loan or protection Letter of its rights in connection with this Pledge AgreementCredit or the use of proceeds thereof.

Indemnity and Expenses. (a) The Pledgor hereby indemnifies Grantor agrees on demand, to pay, and holds to save, indemnify and keep the Secured Parties and their respective directors, officers, employees, attorney, agents, advisors, attorneys-in-fact, experts and Affiliates (each, an "Indemnified Party") harmless the Administrative Agent from and against any and all claimspenalties, fines, expenses, losses, and liabilities arising out of or resulting from this Pledge Agreement (including enforcement of this Pledge Agreement)settlements, except costs, claims, lossescauses of action, debts, dues, sums of money, accounts, accountings, reckonings, acts, omissions, demands, liabilities, obligations, damages, actions, judgments, suits, proceeding or liabilities resulting from the Administrative Agent’s gross negligence disbursements of any kind or willful misconduct; PROVIDEDnature whatsoever, HOWEVERknown or unknown, 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)contingent or otherwise, REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORYincluding, ACTIVE OR PASSIVEwithout limitation, IMPUTEDattorneys' and consultants' fees, JOINT OR TECHNICAL. The Pledgor shall pay investigation and laboratory fees, response costs, court costs and litigation expenses (i) all legal and other reasonable out-of-pocket expenses incurred with respect to, or resulting from, any delay by the Administrative AgentGrantor in paying, including the reasonable feesany and all excise, charges and disbursements of counsel for the 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 Administrative Agent in connection with the custody, preservation, use, or operation of, or the sale of, collection from, sales or other realization upon, Taxes which may be payable or determined to be payable with respect to any of the Collateral, (ii) arising out of the use of the Trademarks, Patents and Copyrights or any alleged defect in any product manufactured, promoted or sold by the Grantor or out of the manufacture, promotion, labeling, sale or advertisement of any such product by the Grantor, (iii) with respect to, or resulting from, any delay by the filing, recording, refiling or rerecording Grantor in complying with any Requirement of Law applicable to any 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 Collateral or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof, and (iv) all out-of-pocket expenses incurred in connection with any of the transactions contemplated by the Administrative Agentthis Agreement, including the fees, charges fees and disbursements of counsel and of any counsel for other experts, which any of the Administrative AgentSecured Parties or their respective directors, officers, employees, attorneys, consultants, experts or agents may incur in connection with (w) the administration or enforcement of this Agreement, including such expenses as are incurred to preserve the value of the Collateral and the validity, perfection, rank and value of any Liens granted hereunder, (x) the collection, sale or protection other disposition of its any of the Collateral, (y) the exercise by the Agent of any of the rights in connection with this Pledge Agreementconferred upon it hereunder or (z) any Default or Event of Default, but excluding any such penalties, fines, expenses, losses, settlements, costs, claims, causes of action, debts, dues, sums of money, accounts, accountings, reckonings, acts, omissions, demands, liabilities, obligations, damages, actions, judgments, suits, proceeding or disbursements of any kind or nature whatsoever, known or unknown, contingent or otherwise, including, without limitation, attorneys' and consultants' fees, investigation and laboratory fees, response costs, court costs and litigation expenses incurred solely by reason of the gross negligence or willful misconduct of the Indemnified Party as determined by a final order or judgment of a court of competent jurisdiction.

Indemnity and Expenses. The Pledgor (a) Seller hereby indemnifies agrees to indemnify Purchaser, Purchaser’s Affiliates and holds each of its and their officers, directors, employees and agents (“Indemnified Parties”) for, and hold harmless the Administrative Agent from and against from, any and all claimsactual documented out-of-pocket liabilities, obligations, losses, and liabilities arising out of or resulting from this Pledge Agreement damages, penalties, actions, judgments, suits, fees, costs, expenses (including enforcement of this Pledge Agreement)including, except claimswithout limitation, losses, or liabilities resulting from the Administrative 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. The Pledgor shall pay (i) all legal and other reasonable out-of-pocket fees and expenses incurred of outside counsel) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as 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 other Transaction Documents, any Transactions, any Event of Default or any action taken or omitted to be taken by the Administrative Agent, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, any Indemnified Party under or in connection with the preparation, execution, delivery and administration of this Pledge Agreement and any amendments, modifications or waivers of the provisions hereof foregoing; 63 provided that Seller shall not be liable for Indemnified Amounts resulting from the gross negligence or thereofwillful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, (ii) Xxxxxx agrees to hold Purchaser harmless from and indemnify Purchaser against all legal and other reasonable out-of-pocket expenses incurred Indemnified Amounts with respect to all Purchased 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 in each case, which does not result from the gross negligence or willful misconduct of any Indemnified Party. In any suit, proceeding or action brought by the Administrative Agent Purchaser in connection with the custody, preservation, useany Purchased Asset for any sum owing thereunder, or operation ofto enforce any provisions of any Purchased Asset, Seller agrees to hold Purchaser harmless from and indemnify Purchaser from and against all Indemnified Amounts suffered by reason of any defense, set-off, counterclaim, recoupment or the sale of, collection from, reduction or other realization upon, any liability whatsoever of the Collateralaccount debtor or obligor thereunder, (iii) the filing, recording, refiling arising out of a breach by any Seller Party 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 Affiliate thereof and any and all other documents or instruments of further assurance required to 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 counsel for the Administrative Agentobligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in connection 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 Article 27(a) shall not apply with the enforcement or protection of its rights in connection with this Pledge Agreementrespect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnity and Expenses. The Pledgor (a) Seller hereby indemnifies agrees to hold Buyer and holds its Affiliates and each of their respective officers, directors, employees and agents ("Indemnified Parties") harmless the Administrative Agent from and indemnify the Indemnified Parties against any and all claimsliabilities, 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 liabilities 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 resulting from this Pledge Agreement (including enforcement of this Pledge Agreement), except claims, lossesin connection with, or liabilities 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 Administrative Agent’s 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; PROVIDED. In any suit, 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. The Pledgor shall pay (i) all legal and other reasonable out-of-pocket expenses incurred proceeding or action brought by the Administrative Agent, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, Buyer in connection with the preparationany Purchased Loan for any sum owing thereunder, executionor to enforce any provisions of any Purchased Loan Documents, delivery Seller will save, indemnify and administration hold Buyer harmless from and against all expense, loss or damage suffered by reason of this Pledge Agreement and any amendmentsdefense, modifications set-off, counterclaim, recoupment or waivers reduction or liability whatsoever of the provisions hereof account debtor or thereofobligor thereunder, (ii) 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 legal such Indemnified Party's costs 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 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 counsel for the Administrative Agent, in connection with the enforcement or protection 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 rights in connection with this Pledge Agreementcounsel. Seller hereby acknowledges its obligations hereunder are recourse obligations of Seller.

Indemnity and Expenses. The Pledgor (a) Each Seller hereby indemnifies agrees to indemnify Purchaser, Purchaser’s Affiliates and holds each of its and their officers, directors, employees and agents (“Indemnified Parties”) for, and hold harmless the Administrative Agent from and against from, any and all claims, losses, and liabilities arising out of or resulting from this Pledge Agreement (including enforcement of this Pledge Agreement), except claims, losses, or liabilities resulting from the Administrative 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. The Pledgor shall pay (i) all legal and other reasonable actual out-of-pocket liabilities, obligations, losses, damages, penalties, actions, judgments, suits, fees, costs, expenses incurred by the Administrative Agent(including, including without limitation, the reasonable feesfees and expenses of outside counsel) or disbursements (all of the foregoing, charges collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and disbursements the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of counsel for or in connection with, or relating to, or as a result of, this Agreement, the Administrative Agentother Transaction Documents, any Transactions, any Event of Default or any action taken or omitted to be taken by any Indemnified Party under or in connection with the preparation, execution, delivery and administration of this Pledge Agreement and any amendments, modifications or waivers of the provisions hereof foregoing; provided that Sellers shall not be liable for Indemnified Amounts resulting from the gross negligence, willful misconduct or thereofbad faith of any Indemnified Party. Without limiting the generality of the foregoing, (ii) each Seller agrees to hold Purchaser harmless from and indemnify Purchaser against all legal and other reasonable out-of-pocket expenses incurred Indemnified Amounts with respect to all Purchased 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, in each case, which does not result from the gross negligence, willful misconduct or bad faith of any Indemnified Party. In any suit, proceeding or action brought by the Administrative Agent Purchaser in connection with the custody, preservation, useany Purchased Asset for any sum owing thereunder, or operation ofto enforce any provisions of any Purchased Asset, each Seller agrees to hold Purchaser harmless from and indemnify Purchaser from and against all Indemnified Amounts suffered by Purchaser by reason of any defense, set-off, counterclaim, recoupment or the sale of, collection from, reduction or other realization upon, any liability whatsoever of the Collateralaccount debtor or obligor thereunder, (iii) arising out of a breach by any Seller Party or any Affiliate thereof party to 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 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 Transaction Documents of any counsel for the Administrative Agentobligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in connection favor of such account debtor or obligor or its successors from any Seller Party or any Affiliate thereof. The obligation of each Seller hereunder is a recourse obligation of such Seller. This Article 27(a) shall not apply with the enforcement or protection of its rights in connection with this Pledge Agreementrespect to taxes other than any taxes that represent losses, claims, damages, etc. arising from any non-tax claim.

Indemnity and Expenses. The Pledgor hereby indemnifies and holds harmless Each of the Administrative Grantors agrees: (a) to pay or reimburse the Collateral Agent from and against any and for all claims, losses, and liabilities arising out of or resulting from this Pledge Agreement (including enforcement of this Pledge Agreement), except claims, losses, or liabilities resulting from the Administrative 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. The Pledgor shall pay (i) all legal and other reasonable its out-of-pocket costs and expenses reasonably incurred by in connection with the Administrative Agentdevelopment, 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 and thereby, including the reasonable fees, charges fees and disbursements of counsel for to such Collateral Agent and filing and recording fees and expenses, with statements with respect to the Administrative foregoing to be submitted to the Grantors prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as such Collateral Agent shall deem appropriate; (b) to pay or reimburse the Collateral Agent, in connection with the preparation, execution, delivery each Lender and administration of this Pledge Agreement Agent for all its costs 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 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 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 counsel for the Administrative Agent, in connection with the enforcement or protection preservation of its any rights under this Agreement, the other Loan Documents and any such other documents, in each case, after the occurrence and during the continuance of an Event of Default, including the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to the Collateral Agent, each Lender and of counsel to such Agent; (c) to pay, indemnify, and hold the Collateral Agent, each Lender and Agent harmless 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, that 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 Pledge Agreement., the other Loan Documents and any such other documents, and

Indemnity and Expenses. The Pledgor (a) Seller hereby indemnifies agrees to hold Buyer and holds its Affiliates and each of their respective officers, directors, employees and agents ("Indemnified Parties") harmless the Administrative Agent from and indemnify the Indemnified Parties against any and all claimsliabilities, 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 liabilities 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 resulting from this Pledge Agreement (including enforcement of this Pledge Agreement), except claims, lossesin connection with, or liabilities 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 Administrative Agent’s 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; PROVIDED. In any suit, 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. The Pledgor shall pay (i) all legal and other reasonable out-of-pocket expenses incurred proceeding or action brought by the Administrative Agent, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, Buyer in connection with the preparationany Purchased Loan for any sum owing thereunder, executionor to enforce any provisions of any Purchased Loan Documents, delivery Seller will save, indemnify and administration hold Buyer harmless from and against all expense, loss or damage suffered by reason of this Pledge Agreement and any amendmentsdefense, modifications set-off, counterclaim, recoupment or waivers reduction or liability whatsoever of the provisions hereof account debtor or thereofobligor thereunder, (ii) 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 legal such Indemnified Party's costs 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 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 counsel for the Administrative Agent, in connection with the enforcement or protection 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 rights in connection with this Pledge Agreementcounsel. Seller hereby acknowledges its obligations hereunder are recourse obligations of Seller.

Indemnity and Expenses. The Pledgor (a) Seller hereby indemnifies agrees to indemnify Buyer and holds harmless the Administrative Agent its officers, directors, employees and agents (“Indemnified Parties”) from and against any and all claimsliabilities, obligations, losses, damages, penalties, actions, judgments, suits, fees, actual and liabilities arising out of or resulting from this Pledge Agreement (including enforcement of this Pledge Agreement), except claims, losses, or liabilities resulting from the Administrative 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. The Pledgor shall pay (i) all legal documented out-of-pocket costs and other reasonable actual and documented out-of-pocket expenses incurred by the Administrative Agent, or disbursements (including the reasonable fees, charges and documented attorneys’ fees and disbursements of counsel for outside counsel) (all of the Administrative Agentforegoing included amounts, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as 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 arising out of or in connection with, or relating to, or as a result of, this Agreement, the other Transaction Documents, any Event of Default or any Transaction or any action taken or omitted to be taken by any Indemnified Party under or in connection with the preparation, execution, delivery and administration of this Pledge Agreement and any amendments, modifications or waivers 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, Sellxx xxxees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any 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 the bad faith, gross negligence or willful misconduct of an Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions hereof of any Purchased Asset, Seller shall save, indemnify and hold Buyer harmless from and against all Indemnified Amounts suffered by reason of any defense, set-off, counterclaim, recoupment or thereofreduction or liability whatsoever of the account debtor or obligor thereunder, (ii) 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 or such Affiliate. Sellxx xxxo agrees to reimburse Buyer as and when billed by Buyex xxx all legal Buyer’s actual and other reasonable documented out-of-pocket costs and 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 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 counsel for the Administrative Agent, in connection with the enforcement or protection the preservation of Buyer’s rights under any Transaction Document or Transaction, including without limitation the reasonable and documented fees and disbursements of its rights in connection outside counsel. Seller hereby acknowledges that the obligations of Seller hereunder are recourse obligations of Seller. This Article 25(a) shall have no application with this Pledge Agreementrespect to Taxes other than any Taxes that represent, losses, claims, damages, etc. arising from any non-Tax claim.

Indemnity and Expenses. The Pledgor (a) Seller hereby indemnifies agrees to hold Buyer and holds Buyer’s Affiliates and each of their respective officers, directors and employees (the “Indemnified Parties”) harmless the Administrative Agent from and indemnify the Indemnified Parties against any and all claimsliabilities, obligations, losses, damages, penalties, actions, judgments, suits, fees, reasonable costs and liabilities arising out of or resulting from this Pledge Agreement (including enforcement of this Pledge Agreement), except claims, losses, or liabilities resulting from the Administrative 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. The Pledgor shall pay (i) all legal and other reasonable actual out-of-pocket expenses (including reasonable attorneys’ fees and disbursements and any and all servicing and enforcement costs incurred with respect to the Purchased Assets) (all of the foregoing, collectively, “Indemnified Amounts”) that may at any time (including, without limitation, such time as 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, 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 Administrative Agentforegoing; 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 each Indemnified Party harmless from and indemnify each Indemnified Party against all Indemnified Amounts with respect to all Purchased 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 reasonable feesTruth in Lending Act and/or Real Estate Settlement Procedures Act, charges and disbursements that, in each case, results from anything other than the gross negligence or willful misconduct of counsel an Indemnified Party; provided that Seller shall have no liability for the Administrative Agent, any claims arising as a direct result of activities or events in connection with the preparationforegoing 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, executionproceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, delivery or to enforce any provisions of any Purchased Asset Documents, Seller will save, indemnify and administration hold Buyer harmless from and against all expenses, loss or damage suffered by Buyer by reason of this Pledge Agreement and any amendmentsdefense, modifications set-off, counterclaim, recoupment or waivers reduction or liability whatsoever of the provisions hereof account debtor or thereofobligor thereunder, (ii) 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 legal and other reasonable such Indemnified Party’s actual out-of-pocket costs and 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 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 counsel for the Administrative Agent, in connection with the enforcement or protection the preservation of such Indemnified Party’s rights under 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 rights in connection with this Pledge Agreementcounsel. Seller hereby acknowledges that its obligations hereunder are recourse obligations of Seller.

Indemnity and Expenses. The (a) 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 hereby indemnifies and holds harmless agrees to indemnify the Administrative Agent from (including in its capacity as the Collateral Agent, and against any sub-agent thereof), each Arranger and each Lender, and each Related Party of any of the foregoing Persons (each such Person being referred to as an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, lossesdamages, liabilities and liabilities arising out of or resulting from this Pledge Agreement (related expenses, including enforcement of this Pledge Agreement), except claims, losses, or liabilities resulting from the Administrative 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. The Pledgor shall pay (i) all legal and other reasonable out-of-pocket expenses incurred by the Administrative Agent, 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 amendments, 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 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 counsel for the Administrative Agentany Indemnitee, arising out of, in connection with or as a result of this Agreement or any other Loan Document (including enforcement of this Agreement or any other Security Document), whether based on contract, tort or any other theory and whether initiated against or by any party to this Agreement or any other Loan Document, any Affiliate of any of the enforcement foregoing or protection any third party (and regardless of whether any Indemnitee is a party thereto); provided, that such indemnity and release shall not, as to any Indemnitee, be 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 such Indemnitee (it being understood that it is the intention of the parties hereto that each of the Indemnitees be indemnified in the case of its rights own negligence (other than gross negligence), regardless of whether such negligence is sole or contributory, active or passive, imputed, joint or technical), (ii) except where such Indemnitee is the Administrative Agent or the Collateral Agent (or any sub-agent thereof) or a Related Party thereof, relate to claims between or among the Lenders or any of their Affiliates, shareholders, partners or members (other than any such claims arising from a breach by 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 connection with this Pledge Agreementrespect of any property for any occurrence arising from the acts or omissions of any Lender during the period after which such Person, its successors or assigns shall have obtained possession of such property (whether by foreclosure or deed in lieu of foreclosure, as mortgagee-in-possession or otherwise). If and to the extent that the foregoing undertaking may be unenforceable for any reason, each Pledgor hereby agrees to make the maximum contribution to the payment and satisfaction of each of the foregoing which is permissible under applicable law.

Indemnity and Expenses. The Pledgor (a) Seller hereby indemnifies agrees to hold Buyer and holds Xxxxx’s Affiliates and each of their respective officers, directors and employees (the “Indemnified Parties”) harmless the Administrative Agent from and indemnify the Indemnified Parties against any and all claimsliabilities, obligations, losses, damages, penalties, actions, judgments, suits, fees, reasonable costs and liabilities arising out of or resulting from this Pledge Agreement (including enforcement of this Pledge Agreement), except claims, losses, or liabilities resulting from the Administrative 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. The Pledgor shall pay (i) all legal and other reasonable actual out-of-pocket expenses (including reasonable attorneys’ fees and disbursements and any and all servicing and enforcement costs incurred with respect to the Purchased Assets) (all of the foregoing, collectively, “Indemnified Amounts”) that may at any time (including, without limitation, such time as 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, 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 Administrative Agentforegoing; 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 each Indemnified Party harmless from and indemnify each Indemnified Party against all Indemnified Amounts with respect to all Purchased 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 reasonable feesTruth in Lending Act and/or Real Estate Settlement Procedures Act, charges and disbursements that, in each case, results from anything other than the gross negligence or willful misconduct of counsel an Indemnified Party; provided that Seller shall have no liability for the Administrative Agent, any claims arising as a direct result of activities or events in connection with the preparationforegoing 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, executionproceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, delivery or to enforce any provisions of any Purchased Asset Documents, Seller will save, indemnify and administration hold Buyer harmless from and against all expenses, loss or damage suffered by Buyer by reason of this Pledge Agreement and any amendmentsdefense, modifications set-off, counterclaim, recoupment or waivers reduction or liability whatsoever of the provisions hereof account debtor or thereofobligor thereunder, (ii) 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 legal and other reasonable such Indemnified Party’s actual out-of-pocket costs and 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 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 counsel for the Administrative Agent, in connection with the enforcement or protection the preservation of such Indemnified Party’s rights under 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 rights in connection with this Pledge Agreementcounsel. Seller hereby acknowledges that its obligations hereunder are recourse obligations of Seller.

Indemnity and Expenses. The Pledgor hereby indemnifies Company agrees (a) to indemnify, defend and holds hold harmless the Administrative Agent Agent, each Lender and their respective officers, directors, employees, and affiliates (each, an "indemnified person") from and against any and all losses, claims, lossesdamages, liabilities or judgments to which any such indemnified person may be subject and liabilities arising out of or resulting from this Pledge Agreement (including enforcement in connection with the Loan Documents, the financings contemplated hereby, the use of this Pledge Agreement)any proceeds of such financings or any related transaction or any claim, except litigation, investigation or proceeding relating to any 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; provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, lossesdamages, liabilities, judgments or liabilities resulting related expenses to the extent arising from the wilful misconduct or gross negligence of such indemnified person, (b) to pay or 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 amendment, supplement or modification to this Agreement, the Notes any other Loan Documents, and any other documents prepared in connection herewith or therewith, and the consummation of the transactions contemplated hereby and thereby, including without limitation, the reasonable fees and disbursements of Xxxxxxx Xxxxx, P.C., counsel to the Administrative Agent’s gross negligence , and (c) to pay or willful misconduct; PROVIDEDreimburse each Lender and the Administrative Agent for all their costs and expenses incurred in connection with the enforcement and preservation of any rights under this Agreement, HOWEVERthe Notes, THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT THE ADMINISTRATIVE AGENT BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE the other Loan Documents, and any other documents prepared in connection herewith or therewith, including, without limitation, the reasonable fees and disbursements of counsel (OTHER THAN GROSS NEGLIGENCE)including, REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORYwithout limitation, ACTIVE OR PASSIVEin-house counsel) to the Administrative Agent and to the several Lenders, IMPUTED, JOINT OR TECHNICAL. The Pledgor shall pay (i) including all legal and other reasonable such out-of-pocket expenses incurred by the Administrative Agentduring any work-out, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, restructuring or negotiations in connection with the preparation, execution, delivery and administration of this Pledge Agreement and any amendments, modifications or waivers respect 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 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 counsel for the Administrative Agent, in connection with the enforcement or protection of its rights in connection with this Pledge AgreementObligations.

Indemnity and Expenses. The Pledgor (a) Seller hereby indemnifies agrees to hold Buyer and holds Buyer’s Affiliates and each of their respective officers, directors and employees (the “Indemnified Parties”) harmless the Administrative Agent from and indemnify the Indemnified Parties against any and all claimsliabilities, obligations, losses, damages, penalties, actions, judgments, suits, Indemnified Taxes, Taxes imposed with respect to the Purchased Assets (except Taxes imposed after Buyer completes the in-blank Transfer Documents to become the lender of record), fees, actual costs and liabilities expenses incurred (including reasonable attorneys’ fees and disbursements and any and all actual servicing and enforcement costs incurred with respect to the Purchased Assets) or disbursements (all of the foregoing, collectively, the “Indemnified Amounts”) that may at any time (including, without limitation, such time as 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 resulting from this Pledge Agreement (including enforcement of this Pledge Agreement), except claims, lossesin connection with, or liabilities relating to, 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 Administrative 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. The Pledgor shall pay (i) all legal and other reasonable out-of-pocket expenses misconduct of any Indemnified Party or amounts described in Section 11.02 of the Custodial Agreement incurred by the Administrative Agent, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, or asserted in connection with a Financing Arrangement. Without limiting the preparation, execution, delivery and administration of this Pledge Agreement and any amendments, modifications or waivers generality of the provisions hereof foregoing, Seller agrees to hold each Indemnified Party harmless from and indemnify each Indemnified Party against all Indemnified Amounts with respect to all Purchased Assets relating to or thereofarising out of any violation or alleged violation of any environmental law, (ii) all legal and 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 reasonable out-of-pocket expenses incurred than the gross negligence or willful misconduct of an Indemnified Party. In any suit, proceeding or action brought by the Administrative Agent Buyer in connection with the custody, preservation, useany Purchased Asset for any sum owing thereunder, or operation ofto enforce any provisions of any Purchased Asset Documents, Seller will save, indemnify and hold Buyer harmless from and against all actual expense incurred, actual loss or the sale ofdamage suffered by Buyer by reason of any defense, collection fromsetoff, counterclaim, recoupment or other realization upon, any reduction or liability whatsoever of the Collateralaccount debtor or obligor thereunder, (iii) the filingarising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, recording, refiling indebtedness or rerecording liability at any time owing to or in favor of the Pledge Agreements and/or any Uniform Commercial Code financing statements relating thereto 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 amendments, supplements such Indemnified Party’s actual costs and modifications to, and all releases and terminations of, any thereof and any and all other documents or instruments of further assurance required to 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 counsel for the Administrative Agent, in connection with the enforcement or protection the preservation of such Indemnified Party’s rights under this Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its rights in connection with this Pledge Agreementcounsel. Seller hereby acknowledges that its obligations hereunder are recourse obligations of Seller.

Indemnity and Expenses. The Pledgor hereby indemnifies (a) Pledgors jointly and holds harmless severally agree to indemnify Administrative Agent, each other Secured Party and each Related Party of any of the Administrative Agent foregoing Persons (each an “Indemnitee”) from and against any and all claims, losses, losses and liabilities arising in any way relating to, growing out of or resulting from this Pledge Agreement and the transactions contemplated hereby (including including, without limitation, enforcement of this Pledge Agreement); provided that such indemnity shall not, except as to any Indemnitee, be available to the extent that a court of competent jurisdiction determines in a final-non-appealable judgment that any claims, losses, or losses and liabilities resulting resulted from (x) the Administrative Agent’s gross negligence or willful misconduct; PROVIDEDmisconduct of such Indemnitee or of any Related Indemnified Person of such Indemnitee, 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 NEGLIGENCEy) a material breach of any obligations of such Indemnitee under any Loan Document by such Indemnitee or (z) any dispute solely among Indemnitees or of any Related Indemnified Person of such Indemnitee other than any claims against an Indemnitee in its capacity or in fulfilling its role as Administrative Agent (and any sub-agent thereof), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICALLender or L/C Issuer under the Facility and other than any claims arising out of any act or omission of the Pledgors or any of their Affiliates. The No Indemnitee or Pledgor shall pay have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (iwhether before or after the Closing Date) all legal and (other reasonable out-of-pocket expenses incurred by the Administrative Agent, including the reasonable fees, charges and disbursements of counsel for the Administrative Agentthan, 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 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 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 case of any counsel for the Administrative AgentPledgor, in connection with the enforcement respect of any such damages incurred or protection of its rights in connection with this Pledge Agreementpaid by an Indemnitee to a third party).

Indemnity and Expenses. The Pledgor (a) Seller hereby indemnifies agrees to indemnify Purchaser, Purchaser’s Affiliates and holds each of its and their officers, directors, employees and agents (“Indemnified Parties”) for, and hold harmless the Administrative Agent from and against from, any and all claimsliabilities, obligations, losses, damages, penalties, actions, judgments, suits, fees, costs, expenses (including, without limitation, the reasonable fees and liabilities expenses of external counsel) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as 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 resulting from this Pledge Agreement (including enforcement of this Pledge Agreement), except claims, lossesin connection with, or liabilities relating to, or as a result of, this Agreement, the other Transaction Documents, any 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 that Seller shall not be liable for Indemnified Amounts resulting from the Administrative Agent’s gross negligence or willful misconduct; PROVIDEDmisconduct of any Indemnified Party. Without limiting the generality of the foregoing, HOWEVERSeller agrees to hold Purchaser harmless from and indemnify Purchaser against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, 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)rule or regulation or any consumer credit laws, REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORYincluding without limitation ERISA, ACTIVE OR PASSIVEthe Truth in Lending Act and/or the Real Estate Settlement Procedures Act. In any suit, IMPUTEDproceeding or action brought by Purchaser in connection with any Purchased Asset for any sum owing thereunder, JOINT OR TECHNICALor to enforce any provisions of any Purchased Asset, Seller agrees to hold Purchaser harmless from and indemnify Purchaser from and against all 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 Pledgor obligation of Seller hereunder is a recourse obligation of Seller. This paragraph (a) shall pay not apply with respect to taxes other than (i) all legal and other reasonable out-of-pocket expenses incurred by taxes for which the Administrative Agent, 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 amendments, modifications or waivers of the provisions hereof or thereofSeller would be required to pay additional amounts to Purchaser pursuant to Article 6(a), (ii) all legal Taxes which shall be governed solely by Article 6(c), 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 filingtaxes that represent losses, recordingclaims, refiling or rerecording of the Pledge Agreements and/or damages, etc. arising from 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 be filed or recorded or refiled or rerecorded by the terms hereof, and (iv) all outnon-of-pocket expenses incurred by the Administrative Agent, including the fees, charges and disbursements of any counsel for the Administrative Agent, in connection with the enforcement or protection of its rights in connection with this Pledge Agreementtax claim.

Indemnity and Expenses. The Pledgor (a) Seller hereby indemnifies agrees to hold Buyer and holds its respective Affiliates and each of their respective officers, directors and employees (the “Indemnified Parties”) harmless the Administrative Agent from and indemnify the Indemnified Parties against any and all claimsliabilities, obligations, losses, and liabilities arising out damages, penalties, actions, judgments, suits, Indemnified Taxes, Taxes (including stamp, excise, sales or other Taxes) that may be payable or determined to be payable with respect to any of the Purchased Assets or resulting from in connection with any of the transactions contemplated by this Pledge Agreement (including enforcement or the recharacterization of this Pledge Agreementany Transaction) and the documents delivered in connection herewith and therewith (other than income Taxes of Buyer), except claimsfees, losses, or liabilities resulting from the Administrative 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 costs and expenses (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL. The Pledgor shall pay (i) all legal and other including reasonable out-of-pocket expenses incurred by the Administrative Agent, including the reasonable fees, charges attorneys’ fees and disbursements of counsel for the 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 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 servicing and enforcement costs incurred with respect to the Purchased Assets) or instruments disbursements (all of further assurance required the foregoing, collectively, “Indemnified Amounts”) that may at any time (including, without limitation, such time as 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, this Agreement or any Transactions thereunder or any action taken or omitted to be filed taken by any Indemnified Party under or recorded 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 refiled willful misconduct of any Indemnified Party or rerecorded for any overhead expenses of Buyer. Without limiting the generality of the foregoing, Seller agrees to hold each Indemnified Party harmless from and indemnify each Indemnified Party against all Indemnified Amounts with respect to all Purchased 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 the bad faith, gross negligence or willful misconduct of an Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset Documents, Seller will save, indemnify and hold Buyer harmless from and against all expenses, loss or damage suffered by Buyer by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the terms hereofaccount 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 (iv) when billed by such Indemnified Party for all out-of-pocket such Indemnified Party’s costs and expenses incurred by the Administrative Agent, including the fees, charges and disbursements of any counsel for the Administrative Agent, in connection with the enforcement or protection the preservation of such Indemnified Party’s rights under this Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the fees and disbursements of its rights in connection with this Pledge Agreementcounsel. Seller hereby acknowledges that its obligations hereunder are recourse obligations of Seller.

Indemnity and Expenses. The Pledgor hereby indemnifies Each Company, jointly and holds severally, agrees (a) to indemnify, defend and hold harmless the Administrative Agent Agent, each Lender and their respective officers, directors, employees, and affiliates (each, an "indemnified person") from and against any and all losses, claims, lossesdamages, liabilities or judgments to which any such indemnified person may be subject and liabilities arising out of or resulting from this Pledge Agreement (including enforcement in connection with the Loan Documents, the financings contemplated hereby, the use of this Pledge Agreement)any proceeds of such financings or any related transaction or any claim, except litigation, investigation or proceeding relating to any 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; provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, lossesdamages, liabilities, judgments or liabilities resulting related expenses to the extent arising from the Administrative Agent’s wilful misconduct or gross negligence of such indemnified person, (b) to pay or willful misconduct; PROVIDEDreimburse each Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the preparation and execution of and any amendment, HOWEVERsupplement or modification to this Agreement, THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT THE ADMINISTRATIVE AGENT BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE the Notes any other Loan Documents, and any other documents prepared in connection herewith or therewith, and the consummation of the transactions contemplated hereby and thereby, including without limitation, the reasonable fees and disbursements of Farrell Fritz, P.C., counsel to xxx Xxxxxx, xnd (OTHER THAN GROSS NEGLIGENCE)c) to pay or reimburse each Lender and the Administrative Agent for all their costs and expenses incurred in connection with the enforcement and preservation of any rights under this Agreement, REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORYthe Notes, ACTIVE OR PASSIVEthe other Loan Documents, IMPUTEDand any other documents prepared in connection herewith or therewith, JOINT OR TECHNICAL. The Pledgor shall pay including, without limitation, the reasonable fees and disbursements of counsel (iincluding, without limitation, in-house counsel) to the Agents and to the several Lenders, including all legal and other reasonable such out-of-pocket expenses incurred by the Administrative Agentduring any work-out, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, restructuring or negotiations in connection with the preparation, execution, delivery and administration of this Pledge Agreement and any amendments, modifications or waivers respect 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 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 counsel for the Administrative Agent, in connection with the enforcement or protection of its rights in connection with this Pledge AgreementObligations.

Indemnity and Expenses. The Pledgor hereby indemnifies Each Company, jointly and holds severally, agrees (a) to indemnify, defend and hold harmless the Administrative Agent Agent, each Lender and their respective officers, directors, employees, and affiliates (each, an "indemnified person") from and against any and all losses, claims, lossesdamages, liabilities or judgments to which any such indemnified person may be subject and liabilities arising out of or resulting from this Pledge Agreement (including enforcement in connection with the Loan Documents, the financings contemplated hereby, the use of this Pledge Agreement)any proceeds of such financings or any related transaction or any claim, except litigation, investigation or proceeding relating to any 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; provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, lossesdamages, liabilities, judgments or liabilities resulting related expenses to the extent arising from the wilful misconduct or gross negligence of such indemnified person, (b) to pay or 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 amendment, supplement or modification to this Agreement, the Notes any other Loan Documents, and any other documents prepared in connection herewith or therewith, and the consummation of the transactions contemplated hereby and thereby, including without limitation, the reasonable fees and disbursements of Farrell Fritz, P.C., counsel to the Administrative Agent’s gross negligence , and (x) xx xxx xx reimburse each Lender and the Administrative Agent for all their costs and expenses incurred in connection with the enforcement and preservation of any rights under this Agreement, the Notes, the other Loan Documents, and any other documents prepared in connection herewith or willful misconduct; PROVIDEDtherewith, HOWEVERincluding, THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT THE ADMINISTRATIVE AGENT BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE without limitation, the reasonable fees and disbursements of counsel (OTHER THAN GROSS NEGLIGENCE)including, REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORYwithout limitation, ACTIVE OR PASSIVEin-house counsel) to the Agents and to the several Lenders, IMPUTED, JOINT OR TECHNICAL. The Pledgor shall pay (i) including all legal and other reasonable such out-of-pocket expenses incurred by the Administrative Agentduring any work-out, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, restructuring or negotiations in connection with the preparation, execution, delivery and administration of this Pledge Agreement and any amendments, modifications or waivers respect 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 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 counsel for the Administrative Agent, in connection with the enforcement or protection of its rights in connection with this Pledge AgreementObligations.

Indemnity and Expenses. The Pledgor hereby indemnifies Company agrees (a) to indemnify, defend and holds hold harmless the Administrative Agent Agent, each Lender, the Issuing Lender and their respective officers, directors, employees, and affiliates (each, an “indemnified person”) from and against any and all losses, claims, lossesdamages, liabilities or judgments to which any such indemnified person may be subject and liabilities arising out of or resulting from this Pledge Agreement (including enforcement in connection with the Loan Documents, the financings contemplated hereby, the use of this Pledge Agreement)any proceeds of such financings or any related transaction or any claim, except litigation, investigation or proceeding relating to any 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; provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, lossesdamages, liabilities, judgments or liabilities resulting related expenses to the extent arising from the willful misconduct or gross negligence of such indemnified person, (b) to pay or 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 amendment, supplement or modification to this Agreement, the Notes any other Loan Documents, and any other documents prepared in connection herewith or therewith, and the consummation of the transactions contemplated hereby and thereby, including without limitation, the reasonable fees and disbursements of Sidley Austin LLP, counsel to the Administrative 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. The Pledgor shall c) to pay (i) to the Issuing Lender all legal and other reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (d) to pay or reimburse each Lender, the Issuing Lender and the Administrative AgentAgent for all their costs and expenses incurred in connection with the enforcement and preservation of any rights under this Agreement, including the Notes, the other Loan Documents, and any other documents prepared in connection herewith or therewith, including, without limitation, the reasonable fees, charges fees and disbursements of counsel for (including, without limitation, in-house counsel) to the Administrative Agent, in connection with the preparationIssuing Lender and to the several Lenders, execution, delivery and administration of this Pledge Agreement and any amendments, modifications or waivers of the provisions hereof or thereof, (ii) including all legal and other reasonable such out-of-pocket expenses incurred by the Administrative Agent during any work-out, restructuring or negotiations in connection with the custody, preservation, use, or operation of, or the sale of, collection from, or other realization upon, any respect 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 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 counsel for the Administrative Agent, in connection with the enforcement or protection of its rights in connection with this Pledge AgreementObligations.

Indemnity and Expenses. The Pledgor (a) Seller hereby indemnifies agrees to hold Buyer and holds its Affiliates and each of their respective officers, directors, employees and agents (“Indemnified Parties”) harmless the Administrative Agent from and indemnify the Indemnified Parties against any and all claimsliabilities, 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 liabilities 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 resulting from this Pledge Agreement (including enforcement of this Pledge Agreement), except claims, lossesin connection with, or liabilities 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 Administrative Agentgross 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; PROVIDED. In any suit, 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. The Pledgor shall pay (i) all legal and other reasonable out-of-pocket expenses incurred proceeding or action brought by the Administrative Agent, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, Buyer in connection with the preparationany Purchased Loan for any sum owing thereunder, executionor to enforce any provisions of any Purchased Loan Documents, delivery Seller will save, indemnify and administration hold Buyer harmless from and against all expense, loss or damage suffered by reason of this Pledge Agreement and any amendmentsdefense, modifications set-off, counterclaim, recoupment or waivers reduction or liability whatsoever of the provisions hereof account debtor or thereofobligor thereunder, (ii) 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 legal such Indemnified Party's costs 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 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 counsel for the Administrative Agent, in connection with the enforcement or protection 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 rights in connection with this Pledge Agreementcounsel. Seller hereby acknowledges its obligations hereunder are recourse obligations of Seller.

Indemnity and Expenses. (a) The Pledgor hereby indemnifies Grantor agrees to defend, protect, indemnify and holds hold harmless the Administrative Agent Collateral Agent, each of the Secured Creditors and each employee, officer, director, agent, professional person, successor and assignee of each of them and each of their respective Affiliates and subsidiaries (all of the foregoing collectively referred to herein as the "INDEMNITEES") from and against any and all claimsliabilities, obligations, losses, and liabilities arising out of or resulting from this Pledge Agreement (including enforcement of this Pledge Agreement)damages, except penalties, actions, judgment, suits, claims, lossescosts, expenses and disbursements of any kind or liabilities resulting from nature whatsoever (including, without limitation, the Administrative 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. The Pledgor shall pay (i) all legal and other reasonable out-of-pocket expenses incurred by the Administrative Agent, including the reasonable fees, charges fees and disbursements of counsel for the Administrative AgentCollateral Agent and the other Indemnitees, incurred in connection with any action or proceeding between the preparationGrantor and any Indemnitee or between any Indemnitee and any third party or otherwise, executionwith respect to any investigative, delivery 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 administration 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 Pledge Agreement and any amendmentsAgreement, modifications the Collateral 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 Obligations of the Pledge Agreements and/or Grantor, or any Uniform Commercial Code financing statements relating 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 the Grantor shall not have any obligation to any Indemnitee hereunder with respect to Indemnified Matters resulting from the gross negligence or willful misconduct of such Indemnitee. The covenants of the 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, and the other Credit Documents, and the full satisfaction of all amendmentsother Obligations, supplements and modifications are in addition to, and all releases and terminations ofcumulative with respect to, any thereof and any and all other documents indemnities contained in the Credit Agreement, the Designated Swap Agreements, or instruments any of further assurance required to 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 counsel for the Administrative Agent, in connection with the enforcement or protection of its rights in connection with this Pledge Agreementother Credit Documents.

Indemnity and Expenses. The Pledgor hereby indemnifies Companies, jointly and holds severally, agree (a) to indemnify, defend and hold harmless the Administrative Agent Agent, the Issuing Lender each Lender and their respective officers, directors, employees, and affiliates (each, an “indemnified person”) from and against any and all losses, claims, lossesdamages, liabilities or judgments to which any such indemnified person may be subject and liabilities arising out of or resulting from this Pledge Agreement (including enforcement in connection with the Loan Documents, the financings contemplated hereby, the use of this Pledge Agreement)any proceeds of such financings or any related transaction or any claim, except litigation, investigation or proceeding relating to any 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; provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, lossesdamages, liabilities, judgments or liabilities resulting related expenses to the extent arising from the Administrative Agent’s wilful misconduct or gross negligence of such indemnified person, (b) to pay 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. The Pledgor shall pay (i) reimburse the Administrative Agent for all legal and other its reasonable out-of-pocket costs and expenses incurred by in connection with the preparation and execution of and any amendment, supplement or modification to this Agreement, the Notes any other Loan Documents, and any other documents prepared in connection herewith or therewith, and the consummation of the transactions contemplated hereby and thereby, including without limitation, the reasonable fees and disbursements of Xxxxxxx Xxxxx, P.C., counsel to the Administrative Agent, including and the reasonable fees, charges fees and disbursements of counsel for the 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 retained 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 pledge of the Collateral, (iii) the filing, recording, refiling or rerecording shares 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 a Foreign Subsidiary pursuant to be filed or recorded or refiled or rerecorded by the terms hereofSection 6.12, and (ivc) to pay or reimburse each Lender and the Administrative Agent for all their costs and expenses incurred in connection with the enforcement and preservation of any rights under this Agreement, the Notes, the other Loan Documents, and any other documents prepared in connection herewith or therewith, including, without limitation, the reasonable fees and disbursements of counsel (including, without limitation, in-house counsel) to the Administrative Agent and to the several Lenders, including all such out-of-pocket expenses incurred by during any work-out, restructuring or negotiations in respect of the Administrative Agent, including the fees, charges and disbursements of any counsel for the Administrative Agent, in connection with the enforcement or protection of its rights in connection with this Pledge AgreementObligations.

Indemnity and Expenses. The Pledgor hereby indemnifies (a) Seller agrees to hold Buyer, and holds its affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless the Administrative Agent from and indemnify any Indemnified Party against any and all claimsliabilities, losses, damages, judgments and liabilities costs and expenses relating thereto of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) relating to or arising out of this Agreement, any other Program Document or resulting any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Document or any transaction contemplated hereby or thereby, that, in each case, results from this Pledge Agreement anything other than any Indemnified Party’s gross negligence or willful misconduct (including enforcement failure by Buyer to comply with applicable law). Without limiting the generality of this Pledge Agreement)the foregoing, except claimsSeller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Purchased Mortgage Loans relating to or arising out of any violation or alleged violation of any applicable laws, lossesrules and regulations that, or liabilities resulting in each case, results from the Administrative Agentanything other than such Indemnified Party’s gross negligence or willful misconduct; PROVIDED. In any suit, 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. The Pledgor shall pay (i) all legal and other reasonable out-of-pocket expenses incurred proceeding or action brought by the Administrative Agent, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, an Indemnified Party in connection with the preparationany Purchased Mortgage Loan for any sum owing thereunder, executionor to enforce any provisions of any Purchased Mortgage Loan, delivery Seller will save, indemnify and administration hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of this Pledge Agreement and any amendmentsdefense, modifications set-off, counterclaim, recoupment or waivers reduction of liability whatsoever of the provisions hereof account debtor or thereofobligor thereunder, (ii) 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 legal such Indemnified Party’s reasonable costs 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 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 counsel for the Administrative Agent, in connection with the enforcement or protection the preservation of such Indemnified Party’s rights under this Agreement, any other Program Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its rights in connection with counsel. Seller hereby acknowledges that, the obligations of Seller under this Pledge AgreementAgreement are recourse obligations of Seller.

Indemnity and Expenses. The Pledgor (a) Seller hereby indemnifies agrees to hold Buyer and holds its Affiliates and each of their respective officers, directors and employees (“Indemnified Parties”) harmless the Administrative Agent from and indemnify the Indemnified Parties against any and all claimsliabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes 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 this Agreement (or the recharacterization of any Transaction) and liabilities the documents delivered in connection herewith and therewith, other than income or franchise taxes of Buyer), costs and 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”) that may at any time (including, without limitation, such time as 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 resulting from this Pledge Agreement (including enforcement of this Pledge Agreement), except claims, lossesin connection with, or liabilities relating to, 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 Administrative Agent’s bad faith, gross negligence or willful misconduct; PROVIDEDmisconduct of any Indemnified Party. Without limiting the generality of the foregoing, HOWEVERSeller agrees to hold each Indemnified Party harmless from and indemnify 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, 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. The Pledgor shall pay (i) all legal and other reasonable out-of-pocket expenses incurred by the Administrative Agentrule or regulation or any consumer credit laws, including without limitation ERISA, that, in each case, results from anything other than the reasonable feesbad faith, charges and disbursements gross negligence or willful misconduct of counsel for the Administrative Agentan Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with the preparationany Purchased Loan for any sum owing thereunder, executionor to enforce any provisions of any Purchased Loan Documents, delivery Seller will save, indemnify and administration hold Buyer harmless from and against all expense, loss or damage suffered by Buyer by reason of this Pledge Agreement and any amendmentsdefense, modifications set-off, counterclaim, recoupment or waivers reduction or liability whatsoever of the provisions hereof account debtor or thereofobligor thereunder, (ii) 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 legal such Indemnified Party’s costs 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 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 counsel for the Administrative Agent, in connection with the enforcement or protection the preservation of such Indemnified Party’s rights under this Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its rights in connection with this Pledge Agreementcounsel. Seller hereby acknowledges that its obligations hereunder are recourse obligations of Seller.

Indemnity and Expenses. (a) The Pledgor hereby indemnifies Borrowers will indemnify and holds hold harmless each Agent and each Bank from any liability, loss or damage resulting from the Administrative 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 directors, officers and employees and each Person, if any, who controls any Agent or any Bank from and against any and all claims, lossesdamages, liabilities and liabilities expenses (including, without limitation, reasonable attorneys' fees) which any of them may incur or which may be asserted against any of them (other than those arising out as a result of or resulting from this Pledge Agreement (including enforcement of this Pledge Agreement), except claims, losses, or liabilities resulting from the Administrative Agent’s indemnified party's gross negligence or willful wilful misconduct; PROVIDED) in connection with any litigation (including, HOWEVERwithout limitation, THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT THE ADMINISTRATIVE AGENT BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE litigation arising under or pursuant to Environmental Laws) or other proceedings or investigation (OTHER THAN GROSS NEGLIGENCE)including, REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORYwithout limitation, ACTIVE OR PASSIVEcompliance with or contenting of any subpoenas or process issued against any of the indemnified parties) involving any Borrower or any of their respective Subsidiaries, IMPUTEDCC II General Partner, JOINT OR TECHNICAL. The Pledgor shall pay (i) all legal and CC III General Partner, or any officer, director or employee thereof other reasonable out-of-pocket expenses incurred than litigation commenced by the Administrative Agent, including Borrowers against (and which is determined adversely to) the indemnified party which seeks enforcement of the Borrowers' rights hereunder or under any Loan Document. (b) The Borrowers agree to pay: (1) the reasonable feesfees and expenses of Rubix Xxxx Xxxxx Xxxstant & Friexxxx, charges and disbursements of xxecial counsel for to the Administrative Documentation Agent, in connection with (A) the preparation, execution, execution and delivery and administration of this Pledge Agreement Agreement, the Loan Documents and any amendments, modifications or waivers the Notes and the making of the provisions hereof or thereofLoans hereunder regardless of whether any transaction contemplated hereby is consummated, (iiB) all legal any amendment, modification or waiver of any of the terms of this Agreement, the Loan Documents or the Notes, and (C) filing and recording fees, and taxes and other reasonable out-of-pocket expenses charges incurred by in connection with perfecting, maintaining and protecting the security interest of the Administrative Agent in connection with the custodyCollateral; and (2) after the occurrence of any Event of Default, preservation, use, or operation of, or the sale of, collection from, or other realization upon, any all reasonable costs and expenses of the Collateral, Administrative Agent (iiiincluding reasonable counsel's fees and expenses) the filing, recording, refiling or rerecording of the Pledge Agreements and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements reasonable fees and modifications to, and all releases and terminations of, any thereof and any and all other documents or instruments expenses of further assurance required to 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 counsel for the Administrative Agent, Banks collectively (which counsel shall be selected by the Majority Banks) in connection with the enforcement or protection of its rights in connection with this Pledge Agreement, the Loan Documents and the Notes.

Indemnity and Expenses. The Pledgor hereby indemnifies (a) Each Grantor agrees to indemnify, defend and holds save and hold harmless each Secured Party and each Representative Party (as defined below) of any of the Administrative Agent foregoing Persons (each, an “Indemnified Party”) from and against against, and shall pay on demand, any and all claims, damages, losses, liabilities and liabilities expenses (including, without limitation, reasonable fees and expenses of counsel (which shall be limited to one (1) counsel to the Collateral Agent and the holders of Secured Obligations) (exclusive of one local counsel to the Collateral Agent and the holders of the Secured Obligations ) in each appropriate jurisdiction), unless (x) the interests of the Collateral Agent and the holders of the Secured Obligations are sufficiently divergent, in which case one (1) additional counsel may be appointed and (y) if the interests of any holder of Secured Obligations or group of holders of Secured Obligations (other than all of the holders of Secured Obligations) are distinctly or disproportionately affected, one (1) additional counsel for such holder or group of holders of Secured Obligations)) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or resulting from this Pledge Agreement (including including, without limitation, enforcement of this Pledge Agreement), except provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, lossesdamages, liabilities or liabilities resulting related expenses (x) are determined by a court of competent jurisdiction by final judgment to have resulted from the Administrative Agent’s gross negligence negligence, bad faith or willful misconduct; PROVIDEDmisconduct of such Indemnitee or such Indemnitee’s Representative Parties or (y) result from a claim brought by any Grantor against an Indemnitee for breach of such Indemnitee’s obligations under this Agreement, 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 NEGLIGENCEif such Grantor has obtained a final judgment in its favor on such claim as determined by a court of competent jurisdiction. For purposes of this Section 22(a), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY“Representative Parties” means, ACTIVE OR PASSIVEas to any Person, IMPUTED, JOINT OR TECHNICAL. The Pledgor shall pay (i) all legal such Person’s officers, directors and other reasonable out-of-pocket expenses incurred by the Administrative Agent, including the reasonable fees, charges employees and disbursements of counsel for the 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 such Person’s Affiliates, agents, advisers 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 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 counsel for the Administrative Agentrepresentatives, in connection with each case to the enforcement or protection extent acting at the direction of its rights in connection with this Pledge Agreementsuch Person.

Indemnity and Expenses. The Pledgor (a) Borrower hereby indemnifies agrees to indemnify Class A Lender and holds harmless the Administrative Agent its officers, directors, employees and agents (“Indemnified Parties”) from and against any and all claimsactual, out-of-pocket liabilities, obligations, losses, damages, penalties, actions, judgments, suits, fees, actual and liabilities arising out of or resulting from this Pledge Agreement (including enforcement of this Pledge Agreement), except claims, losses, or liabilities resulting from the Administrative 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. The Pledgor shall pay (i) all legal documented out-of-pocket costs and other reasonable actual and documented out-of-pocket expenses incurred by the Administrative Agent, or disbursements (including the reasonable fees, charges and documented attorneys’ fees and disbursements of counsel outside counsel) (all of the foregoing included amounts, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Loan shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way arising out of or in connection with, or relating to, or as a result of, this Agreement, the other Loan Documents, any Event of Default or 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 that Borrower shall not be liable for Indemnified Amounts resulting from the Administrative Agentgross negligence or willful misconduct of any Indemnified Party 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, Xxxxxxxx agrees to hold Class A Lender harmless from and indemnify Class A Lender against all Indemnified Amounts with respect to 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 the bad faith, gross negligence or willful misconduct of an Indemnified Party. In any suit, proceeding or action brought by Class A Lender in connection with the preparationUnderlying Loan for any sum owing thereunder, execution, delivery and administration of this Pledge Agreement and or to enforce any amendments, modifications or waivers provisions of the provisions hereof Underlying Loan, Borrower shall save, indemnify and hold Class A Lender harmless from and against all Indemnified Amounts suffered by reason of any defense, set-off, counterclaim, recoupment or thereofreduction or liability whatsoever of the account debtor or obligor thereunder, (ii) arising out of a breach by 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 Borrower. Xxxxxxxx also agrees to reimburse Class A Lender as and when billed by Class A Lender for all legal Class A Lender’s actual and other reasonable documented out-of-pocket costs and 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 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 counsel for the Administrative Agent, in connection with the enforcement or protection the preservation of Lender’s rights under any Loan Document or the Loan, including without limitation the reasonable and documented fees and disbursements of its rights outside counsel. Xxxxxx and Xxxxxxxx hereby acknowledges that the obligations of Borrower hereunder are recourse obligations of Borrower 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 this Pledge Agreementwith, or as a result of the transactions contemplated hereby.

Indemnity and Expenses. The Pledgor hereby indemnifies and holds harmless the Administrative Agent (a) Debtor agrees to indemnify Banc One Leasing from and against any and all claims, losses, losses and liabilities arising growing out of or resulting from this Pledge Agreement Agreement; (b) Debtor will upon demand pay or reimburse Banc One Leasing, as the case may be, the amount of any and all expenses, including enforcement fees and disbursements of this Pledge Agreement)counsel, except claimsexperts and agents, losseswhich Banc One Leasing may incur in connection with, or liabilities resulting from the Administrative 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. The Pledgor shall pay (i) all legal and other reasonable out-of-pocket expenses incurred by the Administrative Agent, 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 amendments, modifications or waivers of the provisions hereof or thereof, Agreement; (ii) all legal and other reasonable out-of-pocket expenses incurred by the Administrative Agent in connection with the custody, preservation, use, use or operation of, or the sale of, collection collections from, or other realization upon, any of the upon my Collateral, ; (iii) the filing, recording, refiling exercise or rerecording enforcement of any of the Pledge Agreements and/or nights of Banc One Leasing hereunder, or (iv) the failure by Debtor to perform or observe any Uniform Commercial Code financing statements relating thereto of the provisions hereof. Upon Debtor's failure to promptly pay any said amount, Banc One Leasing may add said amount to the principal amount owed on any Obligation and all amendmentscharge interest on the same at the rate of interest as set forth in said Obligation; (c) Debtor shall fully and promptly pay, supplements perform, discharge, defend, indemnify and modifications to, and all releases and terminations of, any thereof and hold harmless Banc One Leasing from any and all other documents claims, orders, demands, causes of notion, proceedings, judgments, or instruments of further assurance required to be filed suits and all liabilities, losses, costs or recorded or refiled or rerecorded by the terms hereofexpenses (including, and (iv) all out-of-pocket expenses incurred by the Administrative Agentwithout limitation, including the technical consultant fees, charges court costs, expenses paid to third parties and disbursements 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 counsel Hazardous Material into or on any Collateral or property owned, leased rented or used by Debtor (the "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 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 buried beneath or concealed with the Property. The indemnities set forth in this paragraph shall survive termination of this Agreement and shall be effective for the Administrative Agentfull dollar amount of any said cost, in connection with expense, etc., regardless of the enforcement or protection actual dollar amount of its rights in connection with this Pledge Agreementany Obligation(s).

Indemnity and Expenses. The Pledgor hereby indemnifies Company agrees (a) to indemnify, defend and holds hold harmless the Administrative Agent Agent, each Lender, the Issuing Lender and their respective officers, directors, employees, and affiliates (each, an “indemnified person”) from and against any and all losses, claims, lossesdamages, liabilities or judgments to which any such indemnified person may be subject and liabilities arising out of or resulting from this Pledge Agreement (including enforcement in connection with the Loan Documents, the financings contemplated hereby, the use of this Pledge Agreement)any proceeds of such financings or any related transaction or any claim, except litigation, investigation or proceeding relating to any 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; provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, lossesdamages, liabilities, judgments or liabilities resulting related expenses to the extent arising from the wilful misconduct or gross negligence of such indemnified person, (b) to pay or 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 amendment, supplement or modification to this Agreement, the Notes any other Loan Documents, and any other documents prepared in connection herewith or therewith, and the consummation of the transactions contemplated hereby and thereby, including without limitation, the reasonable fees and disbursements of Sidley Austin LLP, counsel to the Administrative 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. The Pledgor shall c) to pay (i) to the Issuing Lender all legal and other reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (d) to pay or reimburse each Lender, the Issuing Lender and the Administrative AgentAgent for all their costs and expenses incurred in connection with the enforcement and preservation of any rights under this Agreement, including the Notes, the other Loan Documents, and any other documents prepared in connection herewith or therewith, including, without limitation, the reasonable fees, charges fees and disbursements of counsel for (including, without limitation, in-house counsel) to the Administrative Agent, in connection with the preparationIssuing Lender and to the several Lenders, execution, delivery and administration of this Pledge Agreement and any amendments, modifications or waivers of the provisions hereof or thereof, (ii) including all legal and other reasonable such out-of-pocket expenses incurred by the Administrative Agent during any work-out, restructuring or negotiations in connection with the custody, preservation, use, or operation of, or the sale of, collection from, or other realization upon, any respect 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 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 counsel for the Administrative Agent, in connection with the enforcement or protection of its rights in connection with this Pledge AgreementObligations.

Indemnity and Expenses. The Pledgor hereby indemnifies and holds harmless shall, on demand, (a) pay or reimburse the Administrative Agent from and against any and Pledgee for all claims, losses, and liabilities arising out of or resulting from this Pledge Agreement (including enforcement of this Pledge Agreement), except claims, losses, or liabilities resulting from the Administrative 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. The Pledgor shall pay (i) all legal and other its reasonable out-of-pocket costs and expenses incurred by in connection with the Administrative Agentdevelopment, including 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 and thereby, including, without limitation, the reasonable fees, charges fees and disbursements of counsel for to the Administrative AgentPledgee, in connection with (b) pay or reimburse the preparation, execution, delivery Pledgee and administration of this Pledge Agreement and any amendments, modifications or waivers each of the provisions hereof or thereof, (ii) Lenders for all legal its costs 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 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 counsel for the Administrative Agent, in connection with the enforcement or protection preservation of its 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 harmless the Pledgee and 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 Pledge 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, agents and affiliates) from and against, any and all other claims, demands, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, settlements, expenses or disbursements of whatever kind or nature arising from, in connection with or with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents, or any other documents or the use of the proceeds of the Loans or any other purpose (all the foregoing in this clause (d), collectively, the "indemnified liabilities"); provided that the Pledgor shall have no obligation hereunder to the Pledgee or any Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Pledgee or that Lender. The agreements in this Section 14 shall survive repayment of the Secured Obligations hereunder.

Indemnity and Expenses. The Pledgor (a) Seller hereby indemnifies agrees to indemnify Purchaser, Purchaser’s Affiliates and holds harmless the Administrative Agent each of their officers, directors, employees and agents (“Indemnified Parties”) from and against any and all claimsliabilities, obligations, losses, and liabilities arising out of or resulting from this Pledge Agreement (including enforcement of this Pledge Agreement)damages, except claimspenalties, lossesactions, or liabilities resulting from the Administrative Agent’s gross negligence or willful misconduct; PROVIDEDjudgments, HOWEVERsuits, 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)fees, REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORYreasonable, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL. The Pledgor shall pay (i) all legal and other reasonable out-of-pocket costs and expenses incurred by the Administrative Agent, or disbursements (including the reasonable fees, charges and documented attorneys’ fees and disbursements of counsel for outside counsel) (all of the Administrative Agentforegoing included amounts, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as 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 arising out of or in connection with, or relating to, or as a result of, this Agreement, the other Transaction Documents, any Event of Default or any Transaction or any action taken or omitted to be taken by any Indemnified Party under or in connection with the preparation, execution, delivery and administration of this Pledge Agreement and any amendments, modifications or waivers 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 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 Purchaser harmless from and indemnify Purchaser against all Indemnified Amounts with respect to all Purchased 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. In any suit, proceeding or action brought by Purchaser in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions hereof of any Purchased Asset, Seller shall save, indemnify and hold Purchaser harmless from and against all Indemnified Amounts suffered by reason of any defense, set-off, counterclaim, recoupment or thereofreduction or liability whatsoever of the account debtor or obligor thereunder, (ii) 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 Purchaser as and when billed by Purchaser for all legal and other reasonable Purchaser’s out-of-pocket costs and 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 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 counsel for the Administrative Agent, in connection with the enforcement or protection the preservation of Purchaser’s rights under any Transaction Document or Transaction, including without limitation the reasonable and documented fees and disbursements of its rights in connection with this Pledge Agreementcounsel. Seller hereby acknowledges that the obligations of Seller hereunder are recourse obligations of Seller.

Indemnity and Expenses. (a) The Pledgor hereby indemnifies Borrower agrees to indemnify, reimburse and holds hold the Secured Party and its respective officers, directors, employees, representatives and agents (hereinafter in this Section referred to individually as "Indemnitee" and collectively as "Indemnitees") harmless the Administrative Agent from and against any and all claimsliabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements (including reasonable attorneys' fees and liabilities expenses) (for the purposes of this Section the foregoing are collectively called "expenses") for whatsoever kind or nature which may be imposed on, asserted against or incurred by any of the Indemnitees in any way relating to or arising out of this Agreement or resulting from this Pledge Agreement the documents executed in connection herewith or in any other way connected with the administration of the transactions contemplated hereby or the enforcement of any of the terms of or the preservation of any rights hereunder 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 Collateral (including, without limitation, latent or other defects, whether or not discoverable), the violation of the laws of any country, state or other governmental body or unit, any tort (including, without limitation, claims arising or imposed under the doctrine of strict liability, or for or on account of injury to or the death of any Person (including enforcement of this Pledge Agreementany Indemnitee), except claims, losses, or liabilities resulting from for property damage) or any contract claim; provided that no Indemnitee shall be indemnified pursuant to this Section for expenses to the Administrative Agent’s extent caused by the 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 TECHNICALwilful misconduct of such Indemnitee. The Pledgor Borrower agrees that upon written notice by any Indemnitee of any assertion that could give rise to an expense, the Borrower shall pay (i) all legal and other reasonable out-of-pocket expenses incurred by the Administrative Agent, including the reasonable fees, charges and disbursements of counsel assume full responsibility for the Administrative Agent, in connection with defense thereof. Each Indemnitee agrees to use its best efforts to promptly notify 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 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 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 Borrower of any counsel for the Administrative Agent, in connection with the enforcement or protection such assertion of its rights in connection with this Pledge Agreementwhich such Indemnitee has knowledge.

Indemnity and Expenses. The Pledgor (a) Each Grantor hereby indemnifies and holds harmless the Administrative Agent from and against any and all claims, losses, and liabilities arising out of or resulting from this Pledge Agreement (including enforcement of this Pledge Agreement), except claims, losses, or liabilities resulting from the Administrative 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. The Pledgor shall pay agrees to: (i) (A) whether or not the transactions herein contemplated are consummated, pay all legal and other reasonable out-of-pocket costs and expenses incurred by the Administrative Agent, of Lender (including the reasonable fees, charges fees and disbursements of counsel for the Administrative Agent, Xxxxx Xxxxxx P.C.) in connection with the preparation, execution, delivery and administration of this Pledge Agreement, the Credit Agreement and the other Credit Documents together with the documents and instruments referred to herein and therein and any amendmentsamendment, modifications waiver or waivers consent relating hereto or thereto, and (B) after the occurrence and during the continuation of the provisions hereof or thereofan Event of Default, (ii) pay all legal and other reasonable out-of-pocket costs and 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 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 counsel for the Administrative Agent, 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 protection of its rights 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 respective officers, directors, employees, representatives, agents, affiliates, trustees and investment advisors (each such Person, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) (collectively, “Damages”) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by 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 Pledge Agreement, the Credit Agreement or any 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 other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents; provided, that such indemnity shall not, as to any Indemnified Person, be 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 Person set forth in the 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 indemnified liabilities which is permissible under applicable law. To the fullest extent permitted by applicable law, no Indemnified 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 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 taxes that represent losses, claims, damages, etc. arising from any non-tax claim.

Indemnity and Expenses. The Pledgor hereby indemnifies (a) Each Grantor agrees to defend, protect, indemnify and holds hold harmless the Administrative Agent Collateral Agent, each of the Secured Creditors and each employee, officer, director, agent, professional person, successor and assignee of each of them and each of their respective Affiliates and subsidiaries (all of the foregoing collectively referred to herein as the "INDEMNITEES") from and against any and all claimsliabilities, obligations, losses, and liabilities arising out of or resulting from this Pledge Agreement (including enforcement of this Pledge Agreement)damages, except penalties, actions, judgment, suits, claims, lossescosts, expenses and disbursements of any kind or liabilities resulting from nature whatsoever (including, without limitation, the Administrative 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. The Pledgor shall pay (i) all legal and other reasonable out-of-pocket expenses incurred by the Administrative Agent, including the reasonable fees, charges fees and disbursements of counsel for the Administrative AgentCollateral Agent and the other Indemnitees, incurred in connection with the preparationany action or proceeding between any Grantor and any Indemnitee or between any Indemnitee and any third party or otherwise, executionwith respect to any investigative, delivery 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 administration 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 Pledge Agreement and any amendmentsAgreement, modifications the Collateral 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 CollateralObligations 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 (iiicollectively, the "INDEMNIFIED MATTERS"); provided, however, that no Grantor shall have any obligation to any Indemnitee hereunder with respect to Indemnified 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 filingpayment in full of all amounts due and payable under this Agreement, recordingthe Credit Agreement, refiling or rerecording the Designated Swap Agreements, the Guaranty of Payment and the Pledge Agreements and/or any Uniform Commercial Code financing statements relating thereto other Credit Documents, and the full satisfaction of all amendmentsother Obligations, supplements and modifications are in addition to, and all releases and terminations ofcumulative with respect to, any thereof and any and all other documents indemnities contained in the Credit Agreement, the Designated Swap Agreements, the Guaranty of Payment or instruments any of further assurance required to 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 counsel for the Administrative Agent, in connection with the enforcement or protection of its rights in connection with this Pledge Agreementother Credit Documents.

Indemnity and Expenses. The Pledgor (a) Each Seller hereby indemnifies agrees to indemnify Purchaser, Purchaser’s Affiliates and holds harmless the Administrative Agent from each of their officers, directors, employees and against agents (“Indemnified Parties”) for any and all claimsliabilities, obligations, losses, damages, penalties, actions, judgments, suits, fees, costs, expenses (including reasonable attorneys’ fees and liabilities disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as 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 resulting from this Pledge Agreement (including enforcement of this Pledge Agreement), except claims, lossesin connection with, or liabilities relating to, or as a result of, the Transaction Documents or any Transaction or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided that Sellers shall not be liable for Indemnified Amounts resulting from the Administrative Agentgross negligence or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, each Seller agrees to hold Purchaser harmless from and indemnify Purchaser against all Indemnified Amounts with respect to all Purchased 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 Purchaser’s gross negligence or willful misconduct; PROVIDED. In any suit, HOWEVERproceeding or action brought by Purchaser in connection with any Purchased Asset for any sum owing thereunder, THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT THE ADMINISTRATIVE AGENT BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE or to enforce any provisions of any Purchased Asset, each Seller shall save, indemnify and hold Purchaser harmless from and against all out-of-pocket expenses (OTHER THAN GROSS NEGLIGENCEincluding reasonable attorneys’ fees), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORYlosses or damages suffered by reason of any defense, ACTIVE OR PASSIVEset-off, IMPUTEDcounterclaim, JOINT OR TECHNICALrecoupment 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. The Pledgor shall pay (i) Each Seller also agrees to reimburse Purchaser as and when billed by Purchaser for all legal Purchaser’s costs and other reasonable out-of-pocket expenses incurred by the Administrative Agent, 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 amendments, 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 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 counsel for the Administrative Agent, in connection with the enforcement or protection the preservation of Purchaser’s rights under any Transaction Document or Transaction, including, without limitation, the fees and disbursements of its rights in connection counsel. Each Seller hereby acknowledges that the obligations of Sellers hereunder are recourse obligations of each Seller. This Article 25 shall not apply with this Pledge Agreementrespect to Taxes other than Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnity and Expenses. The Pledgor (a) Seller hereby indemnifies agrees to hold Administrative Agent, Buyers, and holds their respective Affiliates and each of their respective officers, directors and employees (the “Indemnified Parties”) harmless the Administrative Agent from and indemnify the Indemnified Parties against any and all claims, losses, and liabilities arising out of or resulting from this Pledge Agreement (including enforcement of this Pledge Agreement), except claims, losses, or liabilities resulting from the Administrative 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. The Pledgor shall pay (i) all legal and other reasonable actual out-of-pocket liabilities, obligations, losses, damages, penalties, actions, judgments, suits, fees, costs and expenses incurred by the Administrative Agent, (including the actual and reasonable fees, charges attorneys’ fees and disbursements of outside counsel for the 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 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 servicing and enforcement costs incurred with respect to the Purchased Assets) or instruments disbursements (all of further assurance required the foregoing, collectively, “Indemnified Amounts”) that may at any time (including, without limitation, such time as 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, this Agreement or any Transactions thereunder or any action taken or omitted to be filed taken by any Indemnified Party under or recorded in connection with any of the foregoing; provided that Seller shall not be liable for Indemnified Amounts resulting from the fraudulent acts, gross negligence or refiled willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold each Indemnified Party harmless from and indemnify each Indemnified Party against all Indemnified Amounts with respect to all Purchased Assets relating to or rerecorded 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 the gross negligence or willful misconduct of an Indemnified Party. In any suit, proceeding or action brought by Administrative Agent or any Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset Documents, Seller will save, indemnify and hold Administrative Agent and Buyers harmless from and against all expenses, 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 terms hereofaccount 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 (iv) when billed by such Indemnified Party for all out-of-pocket such Indemnified Party’s costs and expenses incurred by the Administrative Agent, including the fees, charges and disbursements of any counsel for the Administrative Agent, in connection with the enforcement or protection the preservation of such Indemnified Party’s rights under 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 rights 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 Pledge AgreementAgreement 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. The Pledgor hereby indemnifies and holds harmless the Administrative Agent (a) Debtor agrees to indemnify Banc One Leasing from and against any and all claims, losses, losses and liabilities arising growing out of or resulting from this Pledge Agreement Agreement; (b) Debtor will upon demand pay or reimburse Banc One Leasing, as the case may be, the amount of any and all expenses, including enforcement fees and disbursements of this Pledge Agreement)counsel, except claimsexperts and agents, losseswhich Banc One Leasing may incur in connection with, or liabilities resulting from the Administrative 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. The Pledgor shall pay (i) all legal and other reasonable out-of-pocket expenses incurred by the Administrative Agent, 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 amendments, modifications or waivers of the provisions hereof or thereof, Agreement; (ii) all legal and other reasonable out-of-pocket expenses incurred by the Administrative Agent in connection with the custody, preservation, use, use or operation of, or the sale of, collection collections from, or other realization upon, upon any of the Collateral, ; (iii) the filing, recording, refiling exercise or rerecording enforcement of any of the Pledge Agreements and/or rights of Banc One Leasing hereunder; or (iv) the failure by Debtor to perform or observe any Uniform Commercial Code financing statements relating thereto of the provisions hereof. Upon Debtor's failure to promptly pay any said amount, Banc One Leasing may add said amount to the principal amount owed on any Obligation and all amendmentscharge interest on the same at the rate of interest as set forth in said Obligation; (c) Debtor shall fully and promptly pay, supplements perform, discharge, defend, indemnify and modifications to, and all releases and terminations of, any thereof and hold harmless Banc One Leasing from any and all other documents claims, orders, demands, causes of action, proceedings, judgments, or instruments of further assurance required to be filed suits and all liabilities, losses, costs or recorded or refiled or rerecorded by the terms hereofexpenses (including, and (iv) all out-of-pocket expenses incurred by the Administrative Agentwithout limitation, including the technical consultant fees, charges court cost, expenses paid to third parties and disbursements 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 counsel Hazardous Material into or on any Collateral or property owned, leased, rented or used by Debtor (the "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 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 buried beneath or concealed with the Property. The indemnities set forth in this paragraph shall survive termination of this Agreement and shall be effective for the Administrative Agentfull dollar amount of any said cost, in connection with expense, etc., regardless of the enforcement or protection actual dollar amount of its rights in connection with this Pledge Agreementany Obligation(s).

Indemnity and Expenses. The Pledgor hereby indemnifies (a) Grantors jointly and holds harmless severally (except as otherwise prohibited hereunder) agree to indemnify Administrative Agent, each other Secured Party and each Related Party of any of the Administrative Agent foregoing Persons (each an “Indemnitee”) from and against any and all claims, losses, losses and liabilities arising in any way relating to, growing out of or resulting from this Pledge Agreement and the transactions contemplated hereby (including including, without limitation, enforcement of this Pledge Agreement); provided that such indemnity shall not, except as to any Indemnitee, be available to the extent that a court of competent jurisdiction determines in a final-non-appealable judgment that any claims, losses, or losses and liabilities resulting resulted from (x) the Administrative Agent’s gross negligence or willful misconduct; PROVIDEDmisconduct of such Indemnitee or of any Related Indemnified Person of such Indemnitee, 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 NEGLIGENCEy) a material breach of any obligations of such Indemnitee under any Loan Document by such Indemnitee or (z) any dispute solely among Indemnitees or of any Related Indemnified Person of such Indemnitee other than any claims against an Indemnitee in its capacity or in fulfilling its role as Administrative Agent (and any sub-agent thereof), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL. The Pledgor shall pay (i) all legal Lender or L/C Issuer under the Facility and other reasonable out-of-pocket expenses incurred by than any claims arising out of any act or omission of the Administrative AgentGrantors or any of their Affiliates. No Indemnitee or Grantor shall have any liability for any special, including punitive, indirect or consequential 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 reasonable fees, charges and disbursements of counsel for the Administrative AgentClosing Date) (other than, 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 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 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 case of any counsel for the Administrative AgentGrantor, in connection with the enforcement respect of any such damages incurred or protection of its rights in connection with this Pledge Agreementpaid by an Indemnitee to a third party).

Indemnity and Expenses. The Pledgor (a) Each Seller and Guarantor hereby indemnifies agrees to indemnify Purchaser, Purchaser’s Affiliates and holds harmless the Administrative Agent from each of its officers, directors, employees and against agents (“Indemnified Parties”) for any and all claimsliabilities, obligations, losses, damages, penalties, actions, judgments, suits, fees, costs, expenses (including attorneys’ fees and liabilities disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as 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 resulting from this Pledge Agreement (including enforcement of this Pledge Agreement), except claims, lossesin connection with, or liabilities relating to, or as a result of, this Agreement or any Transactions 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 that Seller shall not be liable for Indemnified Amounts resulting from the Administrative Agentgross negligence, illegal acts, fraud or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Purchaser harmless from and indemnify Purchaser against all Indemnified Amounts with respect to all Purchased 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 Purchaser’s gross negligence negligence, illegal acts, fraud or willful misconduct; PROVIDED. In any suit, 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. The Pledgor shall pay (i) all legal and other reasonable out-of-pocket expenses incurred proceeding or action brought by the Administrative Agent, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, Purchaser in connection with the preparationany Purchased Asset for any sum owing thereunder, executionor to enforce any provisions of any Purchased Asset, delivery Sellers agree to save, indemnify and administration hold Purchaser harmless from and against all reasonable and documented third-party expense (including reasonable attorneys’ fees), loss or damage suffered by reason of this Pledge Agreement and any amendmentsdefense, modifications set-off, counterclaim, recoupment or waivers reduction or liability whatsoever of the provisions hereof 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. If an Indemnified Party 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 against such indemnification claim (iiif requested by any Indemnified Party, in the name of the Indemnified Party) all legal by attorneys and other reasonable out-of-pocket expenses incurred professionals approved, in writing, by the Administrative Agent Indemnified Party, which approval shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, any Indemnified Party may, in connection with its sole discretion and at the custodyexpense of Sellers, preservation, use, engage its own attorneys and other professionals to defend or operation of, assist it if such Indemnified Party determines that the defense as conducted by Sellers is not proceeding or the sale of, collection from, being diligently conducted in a commercially reasonable manner or other realization upon, that a conflict of interest exists between any of the Collateral, (iii) the filing, recording, refiling parties represented by Sellers’ counsel in such action 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 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 counsel for the Administrative Agent, in connection with the enforcement or protection of its rights in connection with this Pledge Agreementproceeding.

Indemnity and Expenses. The Pledgor (a) Seller hereby indemnifies agrees to hold Buyer and holds its Affiliates and each of their respective officers, directors, employees and agents (“Indemnified Parties”) harmless the Administrative Agent from and indemnify the Indemnified Parties against any and all claimsliabilities, 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 liabilities 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 resulting from this Pledge Agreement (including enforcement of this Pledge Agreement), except claims, lossesin connection with, or liabilities 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 Administrative Agentgross 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; PROVIDED. In any suit, 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. The Pledgor shall pay (i) all legal and other reasonable out-of-pocket expenses incurred proceeding or action brought by the Administrative Agent, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, Buyer in connection with the preparationany Purchased Loan for any sum owing thereunder, executionor to enforce any provisions of any Purchased Loan Documents, delivery Seller will save, indemnify and administration hold Buyer harmless from and against all expense, loss or damage suffered by reason of this Pledge Agreement and any amendmentsdefense, modifications set-off, counterclaim, recoupment or waivers reduction or liability whatsoever of the provisions hereof account debtor or thereofobligor thereunder, (ii) 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 legal such Indemnified Party’s costs 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 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 counsel for the Administrative Agent, in connection with the enforcement or protection 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 rights in connection with this Pledge Agreementcounsel. Seller hereby acknowledges that its obligations hereunder are recourse obligations of Seller.

Indemnity and Expenses. The Pledgor (a) Sellers hereby indemnifies agree to indemnify Purchaser, Collateral Agent, and holds their respective Affiliates, and each of its and their Affiliates and each of its and their officers, directors, employees and agents (“Indemnified Parties”) for, and hold harmless the Administrative Agent from and against from, any and all claimsactual out-of-pocket liabilities, obligations, losses, and liabilities arising out of or resulting from this Pledge Agreement damages, penalties, actions, judgments, suits, fees, costs, expenses (including enforcement of this Pledge Agreement)including, except claimswithout limitation, losses, or liabilities resulting from the Administrative 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. The Pledgor shall pay (i) all legal and other reasonable out-of-pocket fees and expenses incurred of outside counsel and, subject to Article 28, the costs of obtaining updated appraisals), Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under Article 5) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as 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 other Transaction Documents, any Transactions, any Event of Default or any action taken or omitted to be taken by the Administrative Agent, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, any Indemnified Party under or in connection with any of the preparationforegoing, execution, delivery and administration of this Pledge Agreement and any amendments, modifications or waivers enforcement of any of the provisions hereof of the Transaction Documents; provided that no Seller shall be liable for Indemnified Amounts resulting from the bad faith, gross negligence or thereofwillful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, (ii) each Seller agrees to hold Purchaser and Collateral Agent harmless from and indemnify Purchaser and Collateral Agent against all legal and other reasonable out-of-pocket expenses incurred Indemnified Amounts with respect to all Purchased 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 in each case, which does not result from the bad faith, gross negligence or willful misconduct of any Indemnified Party. In any suit, proceeding or action brought by the Administrative Purchaser or Collateral Agent in connection with the custody, preservation, useany Purchased Asset for any sum owing thereunder, or operation ofto enforce any provisions of any Purchased Asset, each Seller agrees to hold Purchaser and Collateral Agent harmless from and indemnify Purchaser and Collateral Agent from and against all Indemnified Amounts suffered by Purchaser or the sale ofCollateral Agent, collection fromas applicable, by reason of any defense, set-off, counterclaim, recoupment or other realization upon, any reduction or liability whatsoever of the Collateralaccount debtor or obligor thereunder, (iii) arising out of a breach by any Seller Party or any Affiliate thereof party to 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 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 Transaction Documents of any counsel for 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 Administrative AgentTransaction Documents. The obligation of each Seller hereunder is a recourse obligation of such Seller. This Article 27(a) shall (other than in respect of Indemnified Taxes) not apply with respect to taxes other than any taxes that represent losses, in connection with the enforcement or protection of its rights in connection with this Pledge Agreementclaims, damages, etc. arising from any non-tax claim.

Indemnity and Expenses. The Pledgor (a) Seller hereby indemnifies agrees to indemnify Purchaser, Purchaser’s Affiliates and holds each of its and their officers, directors, employees and agents (“Indemnified Parties”) for, and hold harmless the Administrative Agent from and against from, any and all claimsactual out-of-pocket liabilities, obligations, losses, and liabilities arising out of or resulting from this Pledge Agreement damages, penalties, actions, judgments, suits, fees, costs, expenses (including enforcement of this Pledge Agreement)including, except claimswithout limitation, losses, or liabilities resulting from the Administrative 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. The Pledgor shall pay (i) all legal and other reasonable out-of-pocket fees and expenses incurred of outside counsel) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as 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 other Transaction Documents, any Transactions, any Event of Default or any action taken or omitted to be taken by the Administrative Agent, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, any Indemnified Party under or in connection with any of the preparationforegoing, execution, delivery and administration of this Pledge Agreement and any amendments, modifications or waivers enforcement of any of the provisions hereof of the Transaction Documents; provided that Seller shall not be liable for Indemnified Amounts resulting from the gross negligence or thereofwillful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, (ii) Seller agrees to hold Purchaser harmless from and indemnify Purchaser against all legal and other reasonable out-of-pocket expenses incurred Indemnified Amounts with respect to all Purchased 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 in each case, which does not result from the gross negligence or willful misconduct of any Indemnified Party. In any suit, proceeding or action brought by the Administrative Agent Purchaser in connection with the custody, preservation, useany Purchased Asset for any sum owing thereunder, or operation ofto enforce any provisions of any Purchased Asset, Seller agrees to hold Purchaser harmless from and indemnify Purchaser from and against all Indemnified Amounts suffered by Purchaser by reason of any defense, set-off, counterclaim, recoupment or the sale of, collection from, reduction or other realization upon, any liability whatsoever of the Collateralaccount debtor or obligor thereunder, (iii) arising out of a breach by any Seller Party or any Affiliate thereof party to 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 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 Transaction Documents of any counsel for 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 Administrative AgentTransaction Documents. The obligation of Seller hereunder is a recourse obligation of Seller. This Article 27(a) shall not apply with respect to Taxes other than any Taxes that represent losses, in connection with the enforcement or protection of its rights in connection with this Pledge Agreementclaims, damages, etc. arising from any non-Tax claim.

Indemnity and Expenses. The Pledgor hereby indemnifies (a) Each Grantor agrees to indemnify Agent and holds harmless the Administrative Agent other Secured Parties and their respective successors, assigns, officers, directors, employees and agents (individually an "Indemnitee" and collectively, the "Indemnitees") from and against any and all claims, losses, lawsuits and liabilities arising (including reasonable attorneys' fees) growing out of or resulting from this Pledge Agreement (including enforcement of this Pledge Agreement), any other Security Document to which such Grantor is a party, except claims, losses, losses or liabilities resulting from the Administrative Agent’s gross negligence or willful misconductmisconduct of the party seeking indemnification as determined by a final non-appealable order of a court of competent jurisdiction. This provision shall survive the resignation or removal of the Agent, termination of this Agreement, the Indenture and any Additional Notes Priority Agreement and the repayment of the Secured Obligations. (b) Each Grantor, jointly and severally, agrees to reimburse each Indemnitee for all reasonable costs, expenses and disbursements, including reasonable attorneys' fees and expenses, growing out of or resulting from this Agreement (including enforcement of this Agreement), any other Security Document or to which such Grantor is a party, except claims, losses or liabilities resulting from the gross negligence or willful misconduct of the party seeking indemnification as determined by a final non-appealable order of a court of competent jurisdiction. 21. Merger, Amendments; PROVIDEDEtc. THIS AGREEMENT, HOWEVERTOGETHER WITH THE OTHER NOTES DOCUMENTS AND THE ADDITIONAL NOTES PRIORITY DEBT DOCUMENTS, THAT IT IS REPRESENTS THE INTENTION FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES HERETO THAT PARTIES. THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE ADMINISTRATIVE AGENT BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE)PARTIES. No waiver of any provision of this Agreement, REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORYand no consent to any departure by any Grantor herefrom, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL. The Pledgor shall pay (i) all legal in any event be effective unless the same shall be in writing and other reasonable out-of-pocket expenses incurred signed by the Administrative Agent, including and then such waiver or consent shall be effective only in the reasonable fees, charges specific instance and disbursements of counsel for the Administrative Agent, in connection with specific purpose for which given subject to any consent required pursuant to the preparation, execution, delivery Indenture and administration any Additional Notes Priority Agreement. No amendment of any provision of this Pledge Agreement shall be effective unless the same shall be in writing and signed by Agent and each Grantor to which such amendment applies subject to any consent required pursuant to the Indenture 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 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 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 counsel for the Administrative Agent, in connection with the enforcement or protection of its rights in connection with this Pledge Additional Notes Priority Agreement. 22.

Indemnity and Expenses. The Pledgor (a) Seller hereby indemnifies agrees to hold Buyer and holds Buyer’s Affiliates and each of their respective officers, directors and employees (the “Indemnified Parties”) harmless the Administrative Agent from and indemnify the Indemnified Parties against any and all claimsliabilities, obligations, losses, and liabilities arising out damages, penalties, actions, judgments, suits that may be payable or determined to be payable with respect to any of the Purchased Assets or resulting from in connection with any of the transactions contemplated by this Pledge Agreement (including enforcement or the recharacterization of this Pledge Agreementany Transaction) and the documents delivered in connection herewith and therewith (other than income Taxes of Buyer), except claimsfees, losses, or liabilities resulting from the Administrative 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. The Pledgor shall pay (i) all legal and other reasonable actual out-of-pocket costs and expenses incurred by the Administrative Agent, (including the reasonable fees, charges attorneys’ fees and disbursements of outside counsel for the 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 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 servicing and enforcement costs incurred with respect to the Purchased Assets) or instruments disbursements (all of further assurance required the foregoing, collectively, “Indemnified Amounts”) that may at any time (including, without limitation, such time as 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, this Agreement or any Transactions thereunder or any action taken or omitted to be filed taken by any Indemnified Party under or recorded in connection with any of the foregoing; provided that Seller shall not be liable for Indemnified Amounts resulting from the gross negligence or refiled willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold each Indemnified Party harmless from and indemnify each Indemnified Party against all Indemnified Amounts with respect to all Purchased Assets relating to or rerecorded 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 the gross negligence or willful misconduct 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 terms hereofdirection 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 (iv) 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 Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset Documents, Seller will save, indemnify and hold Buyer harmless from and against all outexpenses, loss or damage suffered by Buyer by reason of any defense, set-of-pocket 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 by the Administrative Agent, including the fees, charges and disbursements of any counsel for the Administrative Agent, in connection with the enforcement or protection the preservation of such Indemnified Party’s rights under this Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the fees and disbursements of its rights in connection with this Pledge Agreementcounsel. 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. The Pledgor hereby indemnifies (a) Each Grantor agrees to pay, indemnify, defend, and holds harmless hold the Administrative Agent Agent-Related Persons, the Lender-Related Persons, and each Participant (each, an “Indemnified Person”) from and against any and all claims, lossesdemands, suits, actions, investigations, proceedings, liabilities, fines, costs, penalties, and liabilities arising out of or resulting from this Pledge Agreement (including enforcement of this Pledge Agreement)damages, except claims, losses, or liabilities resulting from the Administrative 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. The Pledgor shall pay (i) and all legal and other reasonable out-of-pocket expenses incurred by the Administrative Agent, including the reasonable fees, charges fees and disbursements of counsel for the Administrative Agentattorneys, 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 Administrative Agent in connection with the custody, preservation, useexperts, 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 consultants and all other documents costs and expenses actually incurred in connection therewith or instruments of further assurance required to 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 counsel for the Administrative Agent, in connection with the enforcement of this indemnification (as and when they are incurred and irrespective of whether suit is brought), at any time asserted against, imposed upon, or protection incurred by any of its rights them (a) in connection with or as a result of or related to the execution and delivery (provided that no Grantor shall be liable for costs and expenses (including attorneys fees) of any Lender (other than Xxxxx Fargo) incurred in advising, structuring, drafting, reviewing, administering or syndicating the Loan Documents), enforcement, performance, or administration (including any restructuring or workout with respect hereto) of this Pledge Agreement, any of the other Loan Documents, or the transactions contemplated hereby or thereby or the monitoring of Grantors’ compliance with the terms of the Loan Documents (provided, that the indemnification in this clause (a) shall not extend to (i) disputes solely between or among the Lenders that do not involve any acts or omissions of any Loan Party, or (ii) disputes solely between or among the Lenders and their respective Affiliates that do not involve any acts or omissions of any Loan Party; it being understood and agreed that the indemnification in this clause (a) shall extend to Agent (but not the Lenders) relative to disputes between or among Agent on the one hand, and one or more Lenders, or one or more of their Affiliates, on the other hand, or (iii) any Taxes or any costs attributable to Taxes), (b) with respect to any actual or prospective investigation, litigation, or proceeding related to this Agreement, any other Loan Document, the making of any Loans or issuance of any Letters of Credit under the Loan Agreement, or the use of the proceeds of the Loans or the Letters of Credit provided in the Loan Agreement (irrespective of whether any Indemnified Person is a party thereto), or any act, omission, event, or circumstance in any manner related thereto, and (c) in connection with or arising out of any presence or release of Hazardous Materials at, on, under, to or from any assets or properties owned, leased or operated by Borrower or any of its Subsidiaries or any Environmental Actions, Environmental Liabilities or Remedial Actions related in any way to any such assets or properties of Borrower or any of its Subsidiaries (each and all of the foregoing, the “Indemnified Liabilities”). The foregoing to the contrary notwithstanding, each Grantor shall have no obligation to any Indemnified Person under this Section 8(a) with respect to any Indemnified Liability that a court of competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of such Indemnified Person or its officers, directors, employees, attorneys, or agents. This provision shall survive the termination of this Agreement and the repayment in full of the Bank Obligations. If any Indemnified Person makes any payment to any other Indemnified Person with respect to an Indemnified Liability as to which Grantors were required to indemnify the Indemnified Person receiving such payment, the Indemnified Person making such payment is entitled to be indemnified and reimbursed by Borrower with respect thereto. WITHOUT LIMITATION, THE FOREGOING INDEMNITY SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO INDEMNIFIED LIABILITIES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF ANY NEGLIGENT ACT OR OMISSION OF SUCH INDEMNIFIED PERSON OR OF ANY OTHER PERSON.

Indemnity and Expenses. The Pledgor hereby indemnifies (a) Seller agrees to hold Buyer, and holds its affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless the Administrative Agent from and indemnify any Indemnified Party against any and all claimsliabilities, losses, damages, judgments and liabilities costs and expenses relating thereto of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) relating to or arising out of this Agreement, any other Program Document or resulting any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Document or any transaction contemplated hereby or thereby, that, in each case, results from this Pledge Agreement anything other than any Indemnified Party’s gross negligence or willful misconduct (including enforcement failure by Buyer to comply with applicable law). Without limiting the generality of this Pledge Agreement)the foregoing, except claimsSeller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Mortgage Loans relating to or arising out of any violation or alleged violation of any applicable laws, lossesrules and regulations that, or liabilities resulting in each case, results from the Administrative Agentanything other than such Indemnified Party’s gross negligence or willful misconduct; PROVIDED. In any suit, 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. The Pledgor shall pay (i) all legal and other reasonable out-of-pocket expenses incurred proceeding or action brought by the Administrative Agent, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, an Indemnified Party in connection with the preparationany Mortgage Loan for any sum owing thereunder, executionor to enforce any provisions of any Mortgage Loan, delivery Seller will save, indemnify and administration hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of this Pledge Agreement and any amendmentsdefense, modifications set-off, counterclaim, recoupment or waivers reduction of liability whatsoever of the provisions hereof account debtor or thereofobligor thereunder, (ii) 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 legal such Indemnified Party’s costs 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 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 counsel for the Administrative Agent, in connection with the enforcement or protection the preservation of such Indemnified Party’s rights under this Agreement, any other Program Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its rights in connection with counsel. Seller hereby acknowledges that, the obligations of Seller under this Pledge AgreementAgreement are recourse obligations of Seller.

Indemnity and Expenses. The Pledgor (a) Seller hereby indemnifies agrees to indemnify Buyer and holds harmless its officers, directors and employees (the Administrative Agent “Indemnified Parties”) from and against any and all claims, losses, and liabilities arising out of or resulting from this Pledge Agreement (including enforcement of this Pledge Agreement), except claims, losses, or liabilities resulting from the Administrative 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. The Pledgor shall pay (i) all legal and other reasonable actual out-of-pocket expenses incurred liabilities, obligations, losses, damages, penalties, actions, judgments, suits, or disbursements (all of the foregoing, collectively, “Indemnified Amounts”) that may at any time (including, without limitation, such time as 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, this Agreement or any Transactions thereunder or any action taken or omitted to be taken by the Administrative Agent, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, any Indemnified Party under or in connection with the preparation, execution, delivery and administration of this Pledge Agreement and any amendments, modifications or waivers of the provisions hereof foregoing; provided that Seller shall not be liable for Indemnified Amounts resulting from the gross negligence, fraud or thereofwillful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, (ii) Seller agrees to hold each Indemnified Party harmless from and indemnify each Indemnified Party against all legal and Indemnified Amounts with respect to all Purchased 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 reasonable out-of-pocket expenses incurred than the gross negligence, fraud or willful misconduct of an Indemnified Party. In any suit, proceeding or action brought by the Administrative Agent Buyer in connection with the custody, preservation, useany Purchased Asset for any sum owing thereunder, or operation ofto enforce any provisions of any Purchased Asset Documents, Seller will save, indemnify and hold Buyer harmless from and against all expenses, loss or the sale ofdamage suffered by Buyer by reason of any defense, collection fromset-off, counterclaim, recoupment or other realization upon, any reduction or liability whatsoever of the Collateralaccount debtor or obligor thereunder, (iii) the filingarising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, recording, refiling indebtedness or rerecording liability at any time owing to or in favor of the Pledge Agreements and/or any Uniform Commercial Code financing statements relating thereto 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 amendments, supplements such Indemnified Party’s costs and modifications to, and all releases and terminations of, any thereof and any and all other documents or instruments of further assurance required to 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 counsel for the Administrative Agent, in connection with the enforcement or protection the preservation of such Indemnified Party’s rights under this Agreement and any other Transaction Document or any transaction contemplated hereby or thereby, including without limitation the fees and disbursements of its rights in connection counsel. Seller hereby acknowledges that its obligations hereunder are recourse obligations of Seller. This Section 20(a) shall not apply with this Pledge Agreementrespect to Taxes other than any Indemnified Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnity and Expenses. The Pledgor (a) Seller hereby indemnifies agrees to indemnify Purchaser, Purchaser’s Affiliates and holds each of its and their officers, directors, employees and agents (“Indemnified Parties”) for, and hold harmless the Administrative Agent from and against from, any and all claimsactual out-of-pocket liabilities, obligations, losses, and liabilities arising out of or resulting from this Pledge Agreement damages, penalties, actions, judgments, suits, fees, costs, expenses (including enforcement of this Pledge Agreement)including, except claimswithout limitation, losses, or liabilities resulting from the Administrative 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. The Pledgor shall pay (i) all legal and other reasonable out-of-pocket fees and expenses incurred of outside counsel) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as 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 other Transaction Documents, any Transactions, any Event of Default or any action taken or omitted to be taken by the Administrative Agent, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, any Indemnified Party under or in connection with the preparation, execution, delivery and administration of this Pledge Agreement and any amendments, modifications or waivers of the provisions hereof foregoing; provided that Seller shall not be liable for Indemnified Amounts resulting from the gross negligence or thereofwillful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, (ii) Seller agrees to hold Purchaser harmless from and indemnify Purchaser against all legal and other reasonable out-of-pocket expenses incurred Indemnified Amounts with respect to all Purchased 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, does not result from the gross negligence or willful misconduct of any Indemnified Party. In any suit, proceeding or action brought by the Administrative Agent Purchaser in connection with the custody, preservation, useany Purchased Asset for any sum owing thereunder, or operation ofto enforce any provisions of any Purchased Asset, Seller agrees to hold Purchaser harmless from and indemnify Purchaser from and against all Indemnified Amounts suffered by Purchaser by reason of any defense, set-off, counterclaim, recoupment or the sale of, collection from, reduction or other realization upon, any liability whatsoever of the Collateralaccount debtor or obligor thereunder, (iii) the filing, recording, refiling arising out of a breach by any Seller Party 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 Affiliate thereof and any and all other documents or instruments of further assurance required to 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 counsel for the Administrative Agentobligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in connection 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 Article 27(a) shall not apply with the enforcement or protection of its rights in connection with this Pledge Agreementrespect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnity and Expenses. The Pledgor (a) Seller hereby indemnifies agrees to indemnify Purchaser, Purchaser’s Affiliates and holds each of its and their officers, directors, employees and agents (“Indemnified Parties”) for, and hold harmless the Administrative Agent from and against from, any and all claimsactual out-of-pocket liabilities, obligations, losses, and liabilities arising out of or resulting from this Pledge Agreement damages, penalties, actions, 68 judgments, suits, fees, costs, expenses (including enforcement of this Pledge Agreement)including, except claimswithout limitation, losses, or liabilities resulting from the Administrative 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. The Pledgor shall pay (i) all legal and other reasonable out-of-pocket fees and expenses incurred of outside counsel) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as 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 other Transaction Documents, any Transactions, any Event of Default or any action taken or omitted to be taken by the Administrative Agent, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, any Indemnified Party under or in connection with the preparation, execution, delivery and administration of this Pledge Agreement and any amendments, modifications or waivers 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 Purchaser harmless from and indemnify Purchaser against all Indemnified Amounts with respect to all Purchased 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, does not result from the gross negligence or willful misconduct of any Indemnified Party. In any suit, proceeding or action brought by Purchaser in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions hereof of any Purchased Asset, Seller agrees to hold Purchaser harmless from and indemnify Purchaser from and against all 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. This Article 27(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (iib) Seller agrees to pay or reimburse upon written demand all legal and other of Purchaser’s reasonable out-of-pocket costs and expenses (including, without limitation, the reasonable fees and expenses of outside counsel) incurred by the Administrative Agent in connection with (i) the custodypreparation, preservationnegotiation, use, or operation execution and consummation of, and any amendment, supplement or the sale of, collection from, or other realization uponmodification to, any Transaction Document or any Transaction thereunder, whether or not such Transaction Document (or amendment thereto) or such Transaction is ultimately consummated, (ii) the consummation and administration of the Collateralany Transaction, (iii) the filing, recording, refiling or rerecording any enforcement of any of the Pledge Agreements provisions of the Transaction Documents, any preservation of the Purchaser’s rights under the Transaction Documents or any performance by Purchaser of any obligations of Seller in respect of any Purchased Asset, or if an Event of Default has occurred and continuing, any actual or attempted sale, or any exchange, enforcement, collection, compromise or settlement in respect of any of the Collateral or the Equity Pledged Collateral, (iv) the custody, care or preservation of the Collateral or the Equity Pledged Collateral (including insurance, filing and recording costs) and defending or asserting rights and claims of Purchaser in respect thereof, by litigation or otherwise, (v) the maintenance of the Collection Account and the Servicer Account and registering the Collateral and the Equity Pledged Collateral in the name of Purchaser or its nominee, (vi) any default by Seller in repurchasing the Purchased Asset after Seller has given a notice in accordance with Article 3(e) of an Early Repurchase Date, (vii) any payment of the Repurchase Price on any day other than a Remittance Date or conversion to an Alternative Rate in accordance with Article 6(b) on any day other than a Pricing Rate Determination Date 69 (including in each case, without limitation, as a consequence of terminating any hedging transactions entered into by Purchaser in relation to the Purchased Asset) (“Breakage Costs”), (viii) any actions taken and which are reasonably necessary to perfect or continue any lien created under any Transaction Document, (ix) Purchaser owning any Purchased Asset or other Purchased Item other than any costs and expenses with respect to any Purchased Assets or other Purchased Items which are first incurred after Purchaser has exercised its remedies under Article 14(b)(ii)(D), in which case Purchaser shall assume such obligations from and after such exercise of remedies and/or (x) any Uniform Commercial Code financing statements relating thereto due diligence performed by Purchaser in accordance with Article 28. All such expenses shall be recourse obligations of Seller to Purchaser under this Agreement. A certificate as to such costs and expenses, setting forth the calculations thereof shall be conclusive and binding upon Seller absent manifest error; provided, however, that notwithstanding anything to the contrary in this Agreement, Seller shall have no obligation to reimburse Purchaser for the costs and expenses related to any appraisal conducted with respect to any Purchased Asset other than to the extent requested by Purchaser in writing (x) after the occurrence and during the continuance of an Event of Default or (y) to the extent Seller has the right under the related Purchased Asset Documents to without cost or expense to Seller cause the related Mortgagor to deliver such appraisal to Seller. (c) This Article 27 shall survive termination of this Agreement and the repurchase of all amendmentsPurchased Assets. ARTICLE 28 DUE DILIGENCE (a) Seller acknowledges that Purchaser has the right to perform continuing due diligence reviews with respect to the Purchased Assets (which, supplements in the case of appraisals shall not exceed one appraisal per year for any Mortgaged Property at the expense of the Seller, provided that Purchaser may obtain additional appraisals at its sole expense), the Seller Parties and modifications toServicer for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise. Seller agrees that upon reasonable prior notice (but not less than one (1) Business Day, unless an Event of Default has occurred and is continuing, in which case no prior notice shall be required), Seller shall provide (or shall cause any other Seller Party or Servicer, as applicable, to provide) reasonable access to Purchaser and any of its agents, representatives or permitted assigns to the offices of Seller, such other Seller Party or Servicer, as the case may be, during normal business hours and permit them to examine, inspect, and all releases make copies and terminations ofextracts of the Purchased Asset Files, any thereof Servicing Records and any and all other documents documents, records, agreements, instruments or instruments information relating to such Purchased Assets in the possession or under the control of further assurance required such party. (b) Seller agrees that it shall, promptly upon reasonable request of Purchaser, deliver (or shall cause to be filed delivered) to Purchaser and any of its agents, representatives or recorded permitted assigns copies of any documents permitted to be reviewed by Purchaser in accordance with Article 28(a). (c) Seller agrees to make available (or refiled to cause any other Seller Party or rerecorded Servicer, as applicable, to make available) to Purchaser and any of its agents, representatives or permitted assigns (i) in person at the time of any inspection pursuant to Article 28(a) or (ii) upon prior written notice 70 (unless an Event of Default has occurred and is continuing, in which case no prior notice shall be required and there shall be no limitation on frequency), by phone, as applicable, a knowledgeable financial or accounting officer or asset manager, as applicable, of Seller, such other Seller Party or Servicer, as the terms hereofcase may be, for the purpose of answering questions about any of the foregoing Persons, or any other matters relating to the Transaction Documents or any Transaction that Purchaser wishes to discuss with such Person. (d) Without limiting the generality of the foregoing, Seller acknowledges that Purchaser may enter into Transactions with Seller based solely upon the information provided by Seller to Purchaser and the representations, warranties and covenants contained herein, and that Purchaser, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets. Purchaser may underwrite such Purchased Assets itself or engage a third-party underwriter to perform such underwriting. Seller agrees to reasonably cooperate with Purchaser and any third party underwriter designated by Purchaser in writing in connection with such underwriting, including, but not limited to, providing Purchaser and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of any Seller Party or any Affiliate thereof reasonably requested by Purchaser in writing. (ive) Seller agrees to reimburse Purchaser within ten (10) Business Days after receipt of an invoice thereof for any and all reasonable out-of-pocket costs and expenses (including, without limitation, the reasonable out-of-pocket fees and expenses of outside counsel) actually incurred by the Administrative Agent, including the fees, charges and disbursements of any counsel for the Administrative Agent, Purchaser in connection with the enforcement or protection of its rights in connection with continuing due diligence activities pursuant to this Pledge Agreement.Article 28. ARTICLE 29