Common use of General Indemnity Clause in Contracts

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit Agreement, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, shareholders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Note or the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheld.

General Indemnity. Subject to Section 9.5, the Borrower agrees upon demand shall indemnify the Lenders and the Agent and hold them harmless from any liability, loss or damage resulting from the violation by the Borrower of Section 2.3. In addition, subject to pay or reimburse Lender for all liabilitiesSection 9.5, obligations and out-of-pocket expensesthe Borrower shall indemnify each Lender, including Lender’s expenses and reasonable fees and expenses the Agent, each of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note Lenders' or the Credit AgreementAgent's directors, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnifyofficers, reimburse and hold Lender, and each of its respective successors, assignsemployees, agents, attorneys, accountants, consultants and Affiliates (each Lender, the Agent and each of such directors, officers, directorsemployees, shareholdersagents, servantsattorneys, agents accountants, consultants and employees (Affiliates is referred to as an "Indemnified Party") and hold each an “Indemnified Person”) of them harmless from and against any and all liabilities, lossesclaims, damages, actions, suits, demands, claims liabilities and reasonable expenses (including reasonable fees and disbursements of counsel with whom any Indemnified Party may consult in connection therewith and all reasonable expenses of litigation or preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party in connection with (a) the Indemnified Party's compliance with or contest of any kind subpoena or other process issued against it in any proceeding involving the Borrower or any of its Subsidiaries or their Affiliates, (b) any litigation or investigation involving the Borrower, any of its Subsidiaries or their Affiliates, or any officer, director or employee thereof, or (c) this Agreement, any other Credit Document or any transaction contemplated hereby or thereby; provided, however, that the foregoing indemnity shall not apply (i) to litigation commenced by the Borrower against the Lenders or the Agent which seeks enforcement of any of the rights of the Borrower hereunder or under any other Credit Document and nature is determined adversely to the Lenders or the Agent in a final nonappealable judgment or (including claims relating ii) to environmental discharge, cleanup or compliance), all costs and expenses whatsoever any Indemnified Party to the extent they may be incurred or suffered such claims, damages, liabilities and expenses are determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines Party's own gross negligence or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Note or the Credit Agreementwillful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldTHE BORROWER EXPRESSLY ACKNOWLEDGES THAT IT MAY BE REQUIRED TO INDEMNIFY PERSONS AGAINST THEIR OWN NEGLIGENCE.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilitiesThe Loan Parties shall pay, obligations and out-of-pocket expenses, including Lender’s expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit Agreementindemnify, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnifyhold the Administrative Agents, reimburse the Joint Lead Arrangers, the Lenders, their respective Affiliates and hold Lender, and each of its their respective successors, assigns, agents, attorneys, officers, directors, employees, partners, shareholders, servants, agents and employees advisors (each each, an “Indemnified Person”) harmless from and against any and all liabilities, losses, damages, actionsclaims, suitscosts or expenses, demandsjoint or several, claims of any kind and or nature whatsoever (including claims relating to environmental dischargereasonable and documented fees and disbursements of counsel (and, cleanup if necessary, local and/or special counsel)) arising out of any Proceeding, which may at any time be imposed on, incurred by or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by asserted against any such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly way relating to or arising directly or indirectly out of this Agreement or any other Credit Document, or the transactions contemplated hereby and thereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to the exercise by any Joint Lead Arranger, Lender or Administrative Agent of any of its rights or remedies under any of the Credit Documents (all the foregoing, collectively, the “Indemnified Liabilities”); provided that the Loan Parties shall have no obligation hereunder (1) to any Indemnified Person with respect to Indemnified Liabilities arising from the gross negligence, bad faith or willful misconduct of such Indemnified Person as determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or as documented in any settlement agreement to which such Indemnified Person is a party and (2) for any losses, claims, damages, liabilities, costs or expenses that is brought by an Indemnified Person against any other Indemnified Person (other than in connection with any Indemnified Person acting in its capacity as a Joint Lead Arranger, an Administrative Agent or any other agent or co-agent, in each case in their respective capacities as such) which does not arise out of any act or omission of any Loan Party or any of its Subsidiaries. The Loan Parties and the Lenders agree not to assert any claim against any Indemnified Person, on any theory of liability, for consequential, indirect, special or punitive damages arising out of or otherwise relating to this Agreement or any of the other Credit Documents or any of the transactions contemplated hereby or thereby or the actual or proposed use of the proceeds of the Loans or otherwise, the falsity Loans. The Loan Parties shall not be liable for any settlement of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Note or the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at Proceeding (as defined below) effected without its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, (which consent shall not be unreasonably withheld), but if settled with its written consent, or if there is a final non-appealable judgment of a court of competent jurisdiction against an Indemnified Person in any such Proceeding, each Loan Party agrees to indemnify and hold harmless each Indemnified Person in the manner set forth above. The Loan Parties shall not, without the prior written consent of the affected Indemnified Person (which consent shall not be unreasonably withheld), effect any settlement of any pending or threatened Proceeding against such Indemnified Person in respect of which indemnity has been or could have been sought hereunder by such Indemnified Person unless such settlement (i) includes an unconditional release of such Indemnified Person from all liability or claims that are the subject matter of such Proceeding and (ii) does not include any statement as to any admission of fault by or on behalf of such Indemnified Person. This Section 12.2(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for Each Obligor shall jointly and severally indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all liabilitiesactual losses, obligations claims, damages, liabilities and out-of-pocket documented expenses, including Lender’s expenses the fees, charges and reasonable fees and expenses disbursements of any counsel for Lender from time to time arising any Indemnitee (but limited, in connection with the enforcement or collection case of sums due under this Note or the Credit Agreement, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, shareholders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ legal fees and expenses), fines or penalties (to the reasonable fees, disbursements and other charges of counsel to the Indemnitees, and if necessary, local counsel in any applicable governmental authorityrelevant jurisdiction to all affected Indemnitees taken as a whole, and solely, in the event of a conflict of interest, additional counsel (and, if necessary, local counsel in each relevant jurisdiction) (eachto each group of similarly situated affected Indemnitees, taken as a “Claim”whole), directly incurred by or indirectly relating to or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) the Term Loans or the use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries , or (iv) any actual or prospective claim, litigation, investigation, arbitration or proceeding relating to any of the Loans foregoing, whether or otherwisenot such claim, litigation, investigation, arbitration or proceeding is brought by the Borrower or any other Obligor or their respective equity holders, Affiliates, creditors or any other third Person and whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee. Notwithstanding anything to the contrary in any of the Loan Documents, the falsity obligations of the Borrower and each other Obligor with respect to each indemnity given by it in this Agreement or any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Note or other Loan Documents shall survive the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume Agreement and diligently conduct, at its sole cost and expense, payment in full of the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldObligations.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for 7.1.1 Except as otherwise provided in this Agreement each party (the “Indemnifying Party”) shall indemnify and hold harmless the other party (the “Indemnified Party”) from any and all liabilities, obligations taxes, damages, losses, claims, suits, actions, judgements, costs and out-of-pocket expenses, including Lender’s expenses reasonable legal fees (but excluding in all cases incidental, special or consequential damages and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit Agreement, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, shareholders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims including indirect loss made up of any kind and nature (including claims relating to environmental discharge, cleanup loss of revenue or compliance), all costs and expenses whatsoever to profit) which the extent they Indemnified Party may be incurred suffer arising from the other party’s breach or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with its obligations or warranties provided under this Agreement or by reason of the, negligence or wilful default of the terms other party (hereinafter “Claims”). 7.1.2 To rely on any indemnity provided under this Agreement: (i) the Indemnified Party within 7 days after receipt of this Note notice of a Claim shall notify the Indemnifying Party of any such Claim in writing; (ii) following receipt of such notice the Indemnifying Party may conduct negotiations with the party presenting a Claim or may intervene in any suit or action. Whether or not the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expenseIndemnifying Party intervenes, the entire defense Indemnifying Party will be entitled at any stage of Lenderthe proceedings to assume or control the defence; (iii) the Indemnified Party will promptly furnish to the Indemnifying Party, each of its partnersall data, records and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against assistance within the Indemnified Party’s control which are material to any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent such Claim; (iv) the Indemnifying Party shall not be unreasonably withheldliable for any settlement of any such claim or suit entered into by the Indemnified Party without the prior written consent of the Indemnifying Party. Client agrees that the payment of a Service Credit and performance by Contractor of those of its obligations under Schedule 3 which are triggered by Contractor’s failure to meet a Service Level are the sole remedies and are to the exclusion of any right to claim under this indemnity in respect of any failure to meet a particular Service Level, but shall not prejudice any other right or remedy.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s expenses 's Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit Agreement, and in connection with any amendment or modification of such documents or any “"work-out” " in connection with such documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, shareholders, servants, agents and employees (each an “"Indemnified Person”") harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ ' fees and expenses), fines or fines, penalties (and other charges of any applicable governmental authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower's property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “"Claim”"), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s 's failure to comply with the terms of this Note or the Credit Agreement. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Substances on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any environmental law, or (iv) any Claim for negligence or strict or absolute liability in tort; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender to the extent it is the result of Lender's gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s 's written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this SectionSection 11. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s 's written consent thereto, which consent shall not be unreasonably withheld.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilitiesshall indemnify, obligations on an after-tax basis, defend and out-of-pocket expenses, including hold harmless Agent and Lender’s expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit Agreement, and their respective officers, directors, employees, agents and affiliates ("Indemnified Persons") in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, shareholders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilitiesexpenses, losses, damagesclaims, actionsdamages or liabilities to which Agent, suitsLender or such Indemnified Persons may become subject (other than taxes, demands, claims for which the provisions of any kind and nature (including claims relating to environmental discharge, cleanup or complianceSection 10(b) shall apply instead), all costs and expenses whatsoever to the extent they may be incurred insofar as such expenses, losses, claims, damages or suffered by such Indemnified Person liabilities (or actions or other proceedings commenced or threatened in connection therewith (including reasonable attorneys’ fees and expenses), fines or penalties (and other charges of any applicable governmental authorityrespect thereof) (each, a “Claim”), directly or indirectly relating to or arising arise out of the transactions referred to in this Loan Agreement or arise from any use or intended use of the proceeds of the Loans Advances, or otherwisein any way arise out of activities of Borrower that violate environmental laws, and to reimburse Agent, Lender and each Indemnified Person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not Agent or Lender or any such person is a party to any action or proceeding out of which any such expense arises); provided that nothing in this Section shall obligate Borrower to pay the falsity normal expenses of Lender in the administration of this Loan Agreement (or the issuance of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Equipment Note or the Credit Agreementmaking of any Advance, in each case after the Closing Date) in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Such indemnities shall continue in full force and effect, notwithstanding Notwithstanding the expiration or termination of this Note. Upon Lender’s written demandforegoing, Borrower shall assume have no obligation hereunder to an Indemnified Person with respect to indemnified liabilities which have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person, as determined by a final and diligently conductnonappealable judgment by a court of competent jurisdiction, at or which have resulted from a claim brought by Borrower against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which Borrower has obtained a final and nonappealable judgment in its sole cost and expensefavor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described indemnity in this Section. Borrower paragraph applies, such indemnity shall be effective whether or not settle such investigation, litigation or compromise proceeding is brought by Borrower, any Claim against of Borrower’s equity holders or involving Lender without first obtaining Lender’s written consent creditors, an Indemnified Person or any other person or entity, whether or not an Indemnified Person is otherwise a party thereto, which consent shall not be unreasonably withheld.

General Indemnity. In addition to the payment of expenses pursuant to Section 9.03, whether or not the transactions contemplated hereby shall be consummated, Borrower hereby agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit Agreement, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnify, reimburse pay and hold Lender, the Agent and each of its respective successorsthe Banks and any holder(s) of the Notes, assigns, agents, attorneys, and the officers, directors, shareholders, servantsemployees, agents and employees affiliates of the Agent, each of the Banks and such holder(s) (each an “Indemnified Person”collectively, the "Indemnitees") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, demandsclaims, claims costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and nature (including claims relating to environmental dischargedisbursements of counsel for such Indemnitees in connection with any investigative, cleanup administrative or compliancejudicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), all costs and expenses whatsoever to the extent they that may be imposed on, incurred by or suffered by such Indemnified Person asserted against the Indemnitees, in connection therewith (including reasonable attorneys’ fees and expenses), fines or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly manner relating to or arising out of this Agreement, any of the other Transaction Documents or any other agreement, document or instrument executed and delivered by Borrower or any other Obligor in connection herewith or therewith, the statements contained in any commitment letters delivered by the Agent or any of the Banks, the agreement of any of the Banks to make the Loans hereunder, the agreement of Mercantile to issue the Letters of Credit hereunder or the use or intended use of the proceeds of the Loans or otherwiseany Loan hereunder (collectively, the falsity "indemnified liabilities"); PROVIDED that Borrower shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities arising from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final nonappealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any representation law or warranty public policy, Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of Borrower all indemnified liabilities incurred by the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 9.05 shall survive the satisfaction and payment of Borrower’s failure to comply with 's Obligations and the terms of this Note or the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldAgreement.

General Indemnity. In addition to the payment of expenses pursuant to Section 13.3, whether or not the transactions contemplated hereby shall be consummated, Borrower hereby agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit Agreement, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnify, reimburse pay and hold Lender, the Agent and each of its respective successorsthe Banks and any holder(s) of the Notes, assigns, agents, attorneys, and the officers, directors, shareholders, servantsemployees, agents and employees affiliates of the Agent, each of the Banks and such holder(s) (each an “Indemnified Person”collectively, the "Indemnitees") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, demandsclaims, claims costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and nature (including claims relating to environmental dischargedisbursements of counsel for such Indemnitees in connection with any investigative, cleanup administrative or compliancejudicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), all costs and expenses whatsoever to the extent they that may be imposed on, incurred by or suffered by such Indemnified Person asserted against the Indemnitees, in connection therewith (including reasonable attorneys’ fees and expenses), fines or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly manner relating to or arising out of this Agreement, any of the other Transaction Documents or any other agreement, document or instrument executed and delivered by Borrower or any other Obligor in connection herewith or therewith, the statements contained in any commitment letters delivered by the Agent or any of the Banks, the agreement of any of the Banks to make the Loans hereunder, the agreement of Mercantile to issue the Letters of Credit hereunder or the use or intended use of the proceeds of the Loans or otherwiseany Loan hereunder (collectively, the falsity "indemnified liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities arising from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final nonappealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any representation law or warranty public policy, Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of Borrower all indemnified liabilities incurred by the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 13.5 shall survive satisfaction and payment of Borrower’s failure to comply with 's Obligations and the terms of this Note or the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldAgreement.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender Lenders and Agent for all liabilities, obligations and out-of-pocket expenses, including Lender’s expenses and reasonable fees and expenses of counsel for Lender Lenders or Agent, from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit AgreementLoan Documents, and in connection with any amendment or modification of such documents the Loan Documents or any “work-out” in connection with such documentsthe Loan Documents. Borrower shall indemnify, reimburse and hold LenderLenders and Agent, each of Lenders’ and Agent’s partners, and each of its their respective successors, assignsassigns (other than successors and assigns of interests in Collateral where such interests are transferred to such successors and assigns through a foreclosure sale of the Collateral pursuant to Lenders’ rights under Section 9.1 hereof), agents, attorneys, officers, directors, shareholders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person indemnified party in connection therewith (including reasonable attorneys’ fees and expenses), fines or fines, penalties (and other charges of any applicable governmental authorityauthorities), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Note Agreement or any other Loan Document during the Term. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the Credit Agreementescape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises of Borrower, including any Claims asserted or arising under any Environmental Law, or (iv) any Claim for negligence or strict or absolute liability in tort; provided, however, that Borrower shall not indemnify Lenders or Agent for any liability incurred by Lenders or Agent as a direct and sole result of Lenders’ or Agent’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this NoteAgreement. Upon LenderLenders’ or Agent’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of LenderLenders or Agent, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this SectionSection 10.3. Borrower shall not settle or compromise any Claim against or involving Lender Lenders or Agent without first obtaining LenderLenders’ or Agent’s written consent thereto, which consent shall not be unreasonably withheld.

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable law, the Borrower hereby agrees upon demand to pay indemnify each of the Agent, the Lender, XXXXXXXX, the Collateral Agent (if other than the Borrower or reimburse Lender for its Affiliate), each of their respective Affiliates, successors, transferees, participants and assigns and all liabilitiesofficers, obligations directors, shareholders, controlling persons, employees and out-of-pocket agents of any of the foregoing (each an "Indemnified Party"), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including Lender’s expenses reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by any of them arising out of or relating to the Transaction Documents or the ownership or funding of the Loans (or any portion thereof) or in respect of any Collateral, excluding, however, Excluded Taxes and Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party (as finally determined by a court of competent jurisdiction, no longer subject to appeal or review). Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts arising out of or relating to: (i) the obligation to repay the Lender pursuant to this Agreement and the grant of a security interest to the Collateral Agent pursuant to the Intercreditor Agreement; (ii) the breach of any representation or warranty made by a Relevant Party (or any of its officers) under or in connection with any Transaction Document, any Manager Report or any other information or report delivered by such Relevant Party or its officers in connection with a Transaction Document, which shall have been false or incorrect in any material respect when made or deemed made; (iii) the failure by a Relevant Party to comply with any applicable law, rule or regulation (including, without limitation, any securities law, rule or regulation pertaining to the acquisition of Collateral), or the nonconformity of any Contract Transfer Document or other Collateral with any such applicable law, rule or regulation; (iv) the failure to vest and maintain vested in the Collateral Agent a first priority perfected security interest in and lien on the Collateral, free and clear of any Lien, whether existing at the time of any Loan or at any time thereafter; (v) the failure to file, or any delay in filing any financing statements, assignment or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to the interests of the Borrower or any Secured Party to any Contract or other Collateral; or the failure to deliver, or any delay in delivering, any Required Document to the Collateral Agent (as applicable); or any dispute relating to the enforceability, priority or validity of the interest of any Secured Party in any Collateral (including without limitation any such dispute based on preference or similar laws); (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy) to the payment of any Contract or any CP Unit in, or purporting to be in, the CP Unit Pool (including, without limitation, a defense based on such CP Unit's or any related documents' not being legal, valid and binding obligations of an Obligor or a party to a Contract Transfer Document, enforceable against it in accordance with its terms, or resulting from any action or failure to act of a Relevant Party; (vii) any failure of a Relevant Party to perform its duties or obligations under the Transaction Documents; (viii) any tax or governmental fee or charge (other than an Excluded Tax), all interest and penalties thereon or with respect thereto, and all costs and expenses, including the reasonable fees and expenses of counsel for Lender from time in defending against the same, which may arise by reason of the loans or commitments hereunder or the interests of the Indemnified Parties in or lien on the Contracts and other Collateral, any portion thereof or any other interest in the Contracts or other Collateral; (ix) the failure by a Relevant Party to time arising comply with any term, provision or covenant contained in any Contract, Required Document, Contract Transfer Document or related agreements (including without limitation in connection with the enforcement origination documentation and servicing of Contracts and Related Property); (x) the commingling of collections on or collection related to the Contracts and other Collateral at any time with other funds; (xi) any liability arising out of sums due under this Note a claim or the Credit Agreement, and in connection with cause of action asserted by any amendment or modification person against an Indemnified Party on account of such documents its or any “work-out” other Indemnified Party's interests in connection with such documents. Borrower shall indemnifythe Contracts and other Collateral, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, shareholders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever except to the extent they may be incurred or suffered by that such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly relating to or liability arising out of the use such Indemnified Party's gross negligence or wilful misconduct (as finally determined by a court of the proceeds competent jurisdiction, no longer subject to appeal or review); or (xii) any loss resulting from failure of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure a Relevant Party to comply with maintain insurance as required by the terms of this Note or the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldTransaction Documents.

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable law, the Borrower hereby agrees upon demand to pay or reimburse Lender for all liabilitiesindemnify each of the GWG Trustee, obligations and out-of-pocket expensesMaster Collateral Agent, including Lender’s expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit Agreement, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnify, reimburse and hold LenderServicer, and each of its their respective successors, assignstransferees, agents, attorneys, participants and assigns and all officers, directors, shareholders, servantscontrolling persons, employees and agents and employees of any of the foregoing (each of the foregoing Persons being individually called an “Indemnified PersonParty”) harmless ), forthwith on demand, from and against any and all liabilitiesdamages, losses, damagesclaims, actions, suits, demands, claims of any kind liabilities and nature (including claims relating to environmental discharge, cleanup or compliance), all related and reasonable costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (actually incurred, including reasonable attorneys’ fees and expenses), fines disbursements actually incurred (all of the foregoing being collectively called “Indemnified Amounts”) awarded against or penalties (and other charges incurred by any of any applicable governmental authority) (each, a “Claim”), directly or indirectly relating to or them arising out of or relating to any Transaction Document or the transactions contemplated thereby, the acceptance and administration of this Agreement by such Person, any commingling of funds (whether or not permitted hereunder), or the use of proceeds therefrom by the Borrower, GWG DLP Funding II, LLC or the Master Trusts, including (without limitation) in respect of the funding of any Loan or in respect of any Insurance Policy; excluding, however, (i) Indemnified Amounts to the extent determined by a court of competent jurisdiction to have resulted from gross negligence on the part of any Indemnified Party, and (ii) any tax upon or measured by net income (except those described in Section 7.1(a)) on any Indemnified Party; including (without limitation), however, Indemnified Amounts resulting from or relating to: (a) any representation or warranty made by or on behalf of the Borrower (including in its capacity as Master Servicer), GWG DLP Funding II, LLC, the Master Trusts, GWG Trust in this Agreement or any other Transaction Document, which was incorrect in any respect when made; (b) failure by the Borrower (including in its capacity as Master Servicer), GWG DLP Funding II, LLC, the Master Trusts, to comply with any covenant made by it in this Agreement or in any of the other Transaction Documents; (c) except as expressly set forth in this Agreement, the failure by the Borrower to create and maintain in favor of GWG Trust, for the benefit of the Lenders a valid security interest in the Collateral, free and clear of any Lien (other than the Liens under the Transaction Documents); (d) the Borrower’s, GWG DLP Funding II, LLC’s or the Master Trusts’ use of the proceeds of the Loans or otherwiseLoans; (e) the failure by the Borrower (including in its capacity as Master Servicer), GWG DLP Funding II, LLC, the falsity Master Trusts to pay when due any taxes (including sales, excise or personal property taxes) payable in connection with the purchase and sale of the Conveyed Property; (f) the commingling of the Collections with other funds of the Borrower (including in its capacity as Master Servicer), GWG DLP Funding II, LLC the Master Trusts, or any representation other Person; (g) any legal action, judgment or warranty of Borrower garnishment affecting, or Borrower’s with respect to, distributions on any Insurance Policy or the Transaction Documents; and (h) any failure to comply with any Applicable Law with respect to any Insurance Policy or any other part of the terms of this Note or Collateral. If and to the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding extent that the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expenseforegoing undertaking may be unenforceable for any reason, the entire defense Borrower hereby agrees to make the maximum contribution to the payment of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns the amounts indemnified against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldSection 12.1 that is permissible under Applicable Law.

General Indemnity. Borrower agrees upon demand Without limiting any other provision of this Agreement or of any other Loan Document, Borrowers hereby jointly and severally indemnify each Lender, the Agent and their respective directors, officers, employees, Affiliates and agents (collectively, "Indemnified Persons") against, and agree to pay or reimburse Lender for hold each such Indemnified Person harmless from, any and all claims, damages and liabilities, obligations including claims brought by any shareholder or former shareholder of any Borrower, and out-of-pocket related expenses, including Lender’s reasonable counsel fees and expenses, incurred by such Indemnified Person arising out of any claim, litigation, investigation or proceeding (whether or not such Indemnified Person is a party thereto) relating to any transactions, services or matters that are the subject or arise in connection with or as a result of this Agreement or the transactions contemplated hereby (including, without limitation, relating to the properties or business of any Borrower, or any default by a Borrower in the performance or observance of any representation, warranty, covenant or condition in this Agreement or any other Loan Document); provided, however, that such indemnity shall not apply to any such losses, claims, damages, or liabilities or related expenses determined by a court of competent jurisdiction to have arisen from the gross negligence, willful misconduct or subjective bad faith of such Indemnified Person, and if such Indemnified Person is a director, officer, employee, Affiliate or agent of a Lender or the Agent, then, to the extent of such gross negligence, willful misconduct or subjective bad faith, such indemnity shall not apply to such Lender or the Agent, as applicable. If any litigation or proceeding is brought against any Indemnified Person in respect of which indemnity may be sought against Borrowers pursuant to this Section 2.22, such Indemnified Person shall promptly notify Borrowers in writing of the commencement of such litigation or proceeding, but the omission so to notify Borrowers shall not relieve Borrowers from any other obligation or liability which it may have to any Indemnified Person, except that no Borrower waives any rights for damages incurred by it on account of such delay. Failure of the Indemnified Person to timely notify Borrowers of the commencement of such litigation or proceeding shall not relieve Borrowers of their obligations under this Section 2.22, except where such failure irrevocably prejudices Borrowers' ability to defend such litigation or proceeding. In case any such litigation or proceeding shall be brought against any Indemnified Person and such Indemnified Person shall notify Borrowers of the commencement of such litigation or proceeding, Borrowers shall be entitled to participate in such litigation or proceeding and, after written notice from Borrowers to such Indemnified Person, to assume the defense of such litigation or proceeding with counsel of its choice at its expense, provided that such counsel is satisfactory to the Indemnified Person in the exercise of its reasonable fees judgment. Notwithstanding the election of Borrowers to assume the defense of such litigation or proceeding, such Indemnified Person shall have the right to employ separate counsel and to participate in the defense of such litigation or proceeding, and Borrowers shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by Borrowers to represent such Indemnified Person would present such counsel with a conflict of interest; (ii) the defendants in, or targets of, any such litigation or proceeding include both an Indemnified Person and any Borrower, and such Indemnified Person shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to any Borrower (in which case Borrowers shall not have the right to direct the defense of such action on behalf of the Indemnified Person); (iii) Borrowers shall not have employed counsel satisfactory to such Indemnified Person in the exercise of the Indemnified Person's reasonable judgment to represent such Indemnified Person within a reasonable time after notice of the institution of such litigation or proceeding; or (iv) Borrowers shall authorize such Indemnified Person to employ separate counsel at the expense of Borrowers, provided that Borrowers shall not be liable for Lender from the fees, costs and expenses of more than one separate counsel at the same time to time arising for all such Indemnified Persons in connection with the enforcement same action and any separate but substantially similar or collection related action in the same jurisdiction. Borrowers shall not consent to the entry of sums any judgment or enter into any settlement in any such litigation or proceeding unless such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Person of a release from all liability in respect to such claim or litigation. The agreements of Borrowers in this Section 2.22 shall be in addition to any liability that Borrowers may otherwise have. All amounts due under this Note or the Credit Agreement, and in connection with any amendment or modification Section 2.22 shall be payable within ten (10) days of such documents or any “work-out” in connection with such documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, shareholders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Note or the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withhelddemand therefor.

General Indemnity. Borrower 19.6.1. Reseller agrees upon demand to pay or reimburse Lender for indemnify and hold harmless each Administrative Agent, each Lender, Letter of Credit Issuer, and each of their Affiliates and their respective officers, directors, employees, attorneys, representatives, agents, and advisors (each, an “INDEMNIFIED PARTY”) from and against any and all claims, damages, losses, liabilities, obligations and out-of-pocket expensescosts, including Lender’s expenses and reasonable fees and expenses (including reasonable attorneys’ fees) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of counsel for Lender from time to time arising or in connection with the enforcement or collection by reason of sums due under this Note or the Credit Agreement, and (including in connection with any amendment investigation, litigation, or modification proceeding or preparation of such documents defense in connection therewith) the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans (including any payments made by Administrative Agents to any Person (other than Reseller) who is a party to any blocked account or lockbox agreement, including any indemnity payments by Administrative Agents thereunder), or the manufacture, storage, transportation, release or disposal of any Hazardous Material on, from, over or affecting any of the Collateral or any “workof the assets, properties, or operations of any Covered Person or any predecessor in interest, directly or indirectly, except to the extent such claim, damage, loss, liability, cost, or expense is found in a final, non-out” appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in connection with this Section applies, such documentsindemnity shall be effective whether or not such investigation, litigation or proceeding is brought by Reseller, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Borrower shall indemnifyReseller agrees not to assert and agrees that it will not direct any other Covered Person to assert any claim against any Indemnified Party, reimburse on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans. Reseller also agrees to pay, indemnify and hold Lenderharmless the Indemnified Parties for, from and against, and each of its respective successorsshall promptly reimburse the Indemnified Parties for, assignsany and all claims, agentsdamages, attorneys, officers, directors, shareholders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expensesexpenses and amounts paid in settlement) incurred, paid or sustained by the Indemnified Parties, or enforcement by Administrative Agents of any of their rights with respect thereto, except to the extent such claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. Reseller shall pay, indemnify and hold harmless the Indemnified Parties for, from and against, and shall promptly reimburse the Indemnified Parties for, any and all claims, damages, liabilities, losses, costs and expenses (including reasonable attorneys’ fees and expenses and amounts paid in settlement) incurred, paid or sustained by the Indemnified Parties, arising out of or relating to the enforcement by Administrative Agents of any of their rights with respect thereto. Reseller covenants and agrees to assume liability for and to protect, indemnify and hold harmless Administrative Agents, Letter of Credit Issuer and each of Lenders from any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses (including attorneys’ fees), fines which may be incurred by, imposed or penalties (and other charges asserted against Administrative Agent, Letter of Credit Issuer, or any applicable governmental authority) (eachLender, a “Claim”)howsoever arising or incurred because of, directly out of or indirectly relating in connection with the disbursements of Revolving Loans, Swingline Loans, Interim Floorplan Loans, or Floorplan Loans; provided, however, the liability of Reseller pursuant to this indemnity shall not extend to any liability, obligation, damage, penalty, claim, cause of action, cost, charge or expense caused by or arising out of the use gross negligence or willful misconduct of Administrative Agents, Letter of Credit Issuer, or Lenders. Reseller: (a) are obligated to pay any Loan Obligation even if any Collateral is defective or fails to conform to any warranties extended by any third party; (b) shall not assert against Administrative Agents, Letter of Credit Issuer, any Lender or any other Indemnified Party any claim or defense Reseller has against any third party; and (c) indemnify and hold Administrative Agents, Letter of Credit Issuer, any Lender and any other Indemnified Party harmless against all claims and defenses asserted by any buyer of the proceeds Collateral relating to the condition of, or any representations regarding, any of the Loans Collateral. Reseller irrevocably waives all rights of offset and counterclaims it may have against Administrative Agents, Letter of Credit Issuer, or otherwiseany Lender except counterclaims arising in the case of Administrative Agents’, Letter of Credit Issuer’s or any Lender’s willful misconduct or gross negligence. 19.6.2. The obligations of Reseller under this Section 19.6 shall survive the termination of the Facilities, the falsity indefeasible full payment and satisfaction of any representation or warranty all of Borrower or Borrower’s failure to comply with the terms of this Note or the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partnersLoan Obligations, and each the release of their respectivethe Collateral. All amounts, agentsobligations and liabilities referred to in Section 19.6.1 shall be deemed to be a part of the Loan Obligations and shall be paid to Administrative Agents on demand. 19.6.3. To the extent that any of the indemnities required from Reseller under this Section are unenforceable because they violate any Law or public policy, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this SectionReseller shall pay the maximum amount which it is permitted to pay under Law. 19.6.4. Borrower The foregoing indemnification shall not settle apply to the extent such liabilities and costs are determined to have resulted or compromise any Claim against been caused, in whole or involving Lender without first obtaining Lender’s written consent theretoin part, which consent shall not be unreasonably withheldby the gross negligence or willful misconduct on the part of such Indemnified Party. THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH LIABILITIES AND COSTS ARE IN ANY WAY OR TO ANY EXTENT CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND EXCEPT AS PROVIDED BY THE IMMEDIATELY PRECEDING SENTENCE.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit Agreement, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, shareholders, servants, agents and employees (each an “Indemnified Person”a) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Note or the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lendershall protect, each of indemnify, reimburse, defend and hold harmless Lender and its officers, partners, and each of their respectivemembers, directors, trustees, advisors, employees, agents, sub-agents, affiliates, successors, participants and assigns of any and all of the foregoing (collectively, the “Indemnified Parties”) for, from and against, and shall be responsible for, any and all Damages of any kind or nature whatsoever in connection with the Loan Documents or the use of proceeds of the Loans, that may be imposed on, incurred by, or asserted against any of the Indemnified Parties, in any way relating to or arising out of (i) any negligence or tortious act or omission on the part of Borrower or any of its agents, contractors, servants or employees; (ii) any failure on the part of Borrower to perform or comply with any of the terms of the Loan Documents; and (iii) any failure of Borrower to comply with any Laws; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder to the extent that such Damages have been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified Party. The indemnity and other obligations of the Borrower under this Section 8.18 shall not apply with respect to Taxes, other than any Taxes that represent Damages arising from any non-Tax claims. (b) If for any reason (including violation of Law or public policy) the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 8.18 are unenforceable in whole or in part or are otherwise unavailable to Lender or insufficient to hold it harmless, then Borrower shall contribute to the amount paid or payable by Lender as a result of any Damages the maximum amount Borrower is permitted to pay under Law. The obligations of Borrower under this Section 8.18 will be in addition to any liability that Borrower may otherwise have hereunder and under the other Loan Documents, will extend upon the same terms and conditions to any Affiliate of Lender and the partners, members, directors, officersagents, shareholdersemployees and controlling persons (if any), successors as the case may be, of Lender and assigns against any indemnified Claim described such Affiliate, and will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of Borrower, Lender, any such Affiliate and any such Person. (c) At the option of the Indemnified Parties and in their sole discretion, upon written request by any Indemnified Party, Borrower shall defend such Indemnified Party (if requested by any Indemnified Party, in the name of the Indemnified Party) by attorneys and other professionals reasonably approved by such Indemnified Party. Notwithstanding the foregoing, any Indemnified Party may engage its own attorneys and other professionals to defend or assist it (chosen at Lender’s sole discretion), and, at the option of such Indemnified Party, its attorneys shall control the resolution of any claim or proceeding. Upon demand, Borrower shall pay or, in the sole discretion of the Indemnified Parties, reimburse, the Indemnified Parties for the payment of reasonable fees and disbursements of attorneys, engineers, environmental consultants, laboratories and other professionals in connection therewith. (d) Any amounts payable to Lender by reason of the application of this Section 8.18 shall become immediately due and payable and shall bear interest at the Default Rate from the date Damages are sustained by the Indemnified Parties until paid. (e) The provisions of and undertakings and indemnification set forth in this Section. Borrower Section 8.18 shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldsurvive the satisfaction and payment in full of the Indebtedness and termination of this Agreement.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit Share Exchange Agreement, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnify, reimburse and hold Lender, Lender and each of its respective successors, assigns, agents, attorneys, officers, directors, shareholders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines or fines, penalties (and other charges of any applicable governmental authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Note or the Credit Share Exchange Agreement. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Substances on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any environmental law, or (iv) any Claim for negligence or strict or absolute liability in tort; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheld.

General Indemnity. Borrower Except as otherwise provided herein, the Corporation agrees upon demand to indemnify and save the Indemnified Party harmless, to the fullest extent permitted by law, including but not limited to that permitted under the CBCA, as the same exists on the date hereof or may hereafter be amended (but, in the case of such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior to such amendment) from and against any and all costs, charges, expenses, fees, losses, damages or liabilities (including legal or other professional fees), without limitation, and whether incurred alone or jointly with others, which the Indemnified Party may suffer, sustain, incur or be required to pay and which arise out of or reimburse Lender for all liabilitiesin respect of any Claim which may be brought, obligations commenced, made, prosecuted or threatened against the Indemnified Party, the Corporation, the Interested Corporation or any of the directors or officers of the Corporation or by reason of her acting or having acted as a director or officer of the Corporation or Interested Corporation and out-any act, deed, matter or thing done, made or permitted by the Indemnified Party or which the Indemnified Party failed or omitted to do arising out of-pocket expenses, including Lender’s expenses and reasonable fees and expenses of counsel for Lender from time to time arising or in connection with the enforcement affairs of the Corporation or collection of sums due under this Note Interested Corporation or the Credit Agreementexercise by the Indemnified Party of the powers or the performance of the Indemnified Party's duties as a director or officer of the Corporation or the Interested Corporation including, without limitation, any and all costs, charges, expenses, fees, losses, damages or liabilities which the Indemnified Party may suffer, sustain or reasonably incur or be required to pay in connection with any amendment investigating, initiating, defending, appealing, preparing for, providing evidence in, instructing and receiving the advice of counsel or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, shareholders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans professional advisor or otherwise, or any amount paid to settle any Claim or satisfy any judgment, fine or penalty, provided, however, that the falsity indemnity provided for in this Section 2.1 will only be available if: (i) the Indemnified Party acted honestly and in good faith with a view to the best interests of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Note Corporation or the Credit Agreement. Such indemnities shall continue Interested Corporation, as the case may be; and (ii) in full force and effect, notwithstanding the expiration case of a criminal or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expenseadministrative action or proceeding that is enforced by a monetary penalty, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldIndemnified Party had reasonable grounds for believing that her conduct was lawful.

General Indemnity. Borrower agrees upon demand to pay The Company shall indemnify the Lenders and the ----------------- Agent and hold them harmless from any liability, loss or reimburse Lender for all liabilitiesdamage resulting from the violation by the Company of Section 2.4. In addition, obligations and out-of-pocket expensesthe Company shall indemnify each Lender, including Lender’s expenses and reasonable fees and expenses the Agent, the Syndication Agent, each of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note Lenders' or the Credit AgreementAgent's or the Syndication Agent's directors, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnifyofficers, reimburse and hold Lender, and each of its respective successors, assignsemployees, agents, attorneys, accountants, consultants and each Person, if any, who controls any Lender or the Agent or the Syndication Agent (each Lender, the Agent, the Syndication Agent and each of such directors, officers, directorsemployees, shareholdersagents, servantsattorneys, agents accountants, consultants and employees (control Persons is referred to as an "Indemnified Party") and hold each an “Indemnified Person”) of them harmless from and against any and all liabilities, losses----------------- claims, damages, actions, suits, demands, claims liabilities and reasonable expenses (including reasonable fees and disbursements of counsel with whom any Indemnified Party may consult in connection therewith and all reasonable expenses of litigation or preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party in connection with (a) the Indemnified Party's compliance with or contest of any kind subpoena or other process issued against it in any proceeding involving the Company or any of its Subsidiaries or their Affiliates, (b) any litigation or investigation involving the Company, any of its Subsidiaries or their Affiliates, or any officer, director or employee thereof, (c) the existence or exercise of any security rights with respect to the Credit Security in accordance with the Credit Documents, or (d) this Agreement, any other Credit Document or any transaction contemplated hereby or thereby; provided, however, that the foregoing indemnity shall not apply to litigation -------- ------- commenced by the Company against the Lenders or the Agent or the Syndication Agent which seeks enforcement of any of the rights of the Company hereunder or under any other Credit Document and nature (including claims relating is determined adversely to environmental discharge, cleanup the Lenders or compliance), all costs and expenses whatsoever the Agent or the Syndication Agent in a final nonappealable judgment or to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees claims, damages, liabilities and expenses), fines or penalties (and other charges of any applicable governmental authority) (each, expenses result from a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Note Lender's or the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding Agent's or the expiration Syndication Agent's gross negligence or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldwillful misconduct.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender Lenders for all liabilities, obligations and out-of-pocket expenses, including Lender’s expenses Lenders’ Expenses and reasonable fees and expenses of counsel for Lender Lenders from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit AgreementLoan Documents, and in connection with any amendment or modification of such documents the Loan Documents or any “work-out” in connection with such documentsthe Loan Documents. Borrower shall indemnify, reimburse and hold LenderLenders, and each of its respective successors, assigns, agents, attorneys, officers, directors, shareholdersstockholders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines or fines, penalties (and other charges of any applicable governmental authorityGovernmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Note Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the Credit escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lenders for any liability incurred by Lenders to the extent such liability results from Lenders’ gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this NoteAgreement. Upon Lender’s Lenders’ written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of LenderLenders, each of its their partners, and each of their respective, agents, employees, directors, officers, shareholdersstockholders, successors and assigns against any indemnified Claim described in this SectionSection 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender Lenders without first obtaining Lender’s Lenders’ written consent thereto, which consent shall not be unreasonably withheld.

General Indemnity. Whether or not the transactions contemplated hereby are consummated, the Borrower agrees upon demand to pay or reimburse Lender for all liabilitiesshall pay, obligations and out-of-pocket expenses, including Lender’s expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit Agreementindemnify, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnify, reimburse hold the Lender and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, shareholdersemployees, servantscounsel, agents and employees attorneys-in-fact and Affiliates (each each, an “Indemnified Person”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, demandscosts, claims charges, expenses or disbursements of any kind and or nature whatsoever (including claims relating to environmental discharge, cleanup or compliance), all costs fees and expenses whatsoever disbursements of counsel and in each case subject to the extent they provisions of Section 4.10 in respect of Taxes and Other Taxes) which may at any time (including at any time following repayment of any Loan) be imposed on, incurred by or suffered by asserted against any such Indemnified Person in connection therewith by any Person (including reasonable attorneys’ fees the Borrower) other than such Indemnified Person and expenses)its Related Parties, fines or penalties (and other charges of in any applicable governmental authority) (each, a “Claim”), directly or indirectly way relating to or arising directly or indirectly out of this Agreement or any other Credit Document, including any other document or instrument contemplated by or referred to herein or therein, or the transactions contemplated hereby and thereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to the exercise by the Lender of any of its rights or remedies under any of the Credit Documents, and any investigation, litigation or proceeding (including any bankruptcy, insolvency, reorganization or other similar proceeding or appellate proceeding) related to this Agreement or any other Credit Document or any Loan, or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto, whether or not such investigation, litigation or proceeding is brought by the Borrower, any of its shareholders or creditors, an Indemnified Person or any other Person, or an Indemnified Person is otherwise a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities (x) arising from the gross negligence or willful misconduct of such Indemnified Person as determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or (y) that result from a claim brought by the Borrower against such Indemnified Person for breach in bad faith of such Indemnified Person's obligations hereunder or under any other Credit Document, if the Borrower has obtained a final non appealable judgement by a court of competent jurisdiction. To the fullest extent permitted by applicable Law, no party to this Agreement or the other Credit Documents shall assert, and each hereby waives, any claim against any other party hereto, on any theory of liability, for consequential, indirect, special or punitive damages arising out of or otherwise relating to this Agreement or any of the other Credit Documents or any of the transactions contemplated hereby or thereby or the actual or proposed use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Note or the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldLoan.

General Indemnity. In addition to the payment of expenses pursuant to Section 8.03, whether or not the transactions contemplated hereby shall be consummated, Borrower hereby agrees upon demand to defend, indemnify, pay or reimburse and hold the Agent and each Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s expenses and reasonable fees and expenses any holder(s) of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit AgreementNotes, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, the officers, directors, shareholders, servantsemployees, agents and employees affiliates of the Agent and each Lender and such holder(s) (each an collectively, the “Indemnified PersonIndemnitees”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, demandsclaims, claims disbursements, costs and expenses of any kind or nature whatsoever (including, without limitation, the reasonable fees and nature (including claims relating to environmental dischargedisbursements of counsel for such Indemnitees in connection with any investigative, cleanup administrative or compliancejudicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), all costs and expenses whatsoever to the extent they that may be imposed on, incurred by or suffered by such Indemnified Person asserted against the Indemnitees, in connection therewith (including reasonable attorneys’ fees and expenses), fines or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly manner relating to or arising out of this Agreement, any of the other Transaction Documents, any other agreement, document or instrument executed and delivered by Borrower or any other Obligor in connection herewith or therewith or any commitment letter delivered by the Agent or any Lender to Borrower, the agreement of the Lenders to make the Loans under this Agreement, the agreement of U.S. Bank to issue Letters of Credit under this Agreement or the use or intended use of the proceeds of the Loans any Loan or otherwiseLetter of Credit under this Agreement (collectively, the falsity “indemnified liabilities”); provided that (a) Borrower shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities arising from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final, nonappealable order and (b) Borrower shall have no obligation to indemnify the Agent or any Lender with respect to disputes between the Agent and any one or more of the Lenders or with respect to disputes among one or more of the Lenders or of any representation Lender in connection with a Lender Default by such Lender. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or warranty public policy, Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of Borrower all indemnified liabilities incurred by the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 8.05 shall survive satisfaction and payment of the Borrower’s failure to comply with Obligations and the terms of this Note or the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldAgreement.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit Agreement, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnify, reimburse protect, and hold Lender, Lender and each of its their respective parents, subsidiaries, directors, officers, employees, representatives, Lender, successors, assigns, agentsand attorneys (collectively, attorneys, officers, directors, shareholders, servants, agents and employees (each an the “Indemnified PersonParties”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, demandsclaims, claims costs, expenses (including, without limitation, reasonable attorneys' fees and legal expenses whether or not suit is brought and settlement costs), and disbursements of any kind and or nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they which may be imposed on, incurred by, or suffered by such asserted against the Indemnified Person Parties, in connection therewith (including reasonable attorneys’ fees and expenses), fines or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly way relating to or arising out of the use Property, the Loan, the Collateral, the Loan Documents or any of the proceeds transactions contemplated therein (collectively, the “Indemnified Liabilities”), to the extent that any of the Loans Indemnified Liabilities results, directly or otherwiseindirectly, the falsity from any claim made or action, suit, or proceedings commenced by or on behalf of any representation or warranty of Borrower Person other than the Indemnified Parties or Borrower’s failure . Notwithstanding the foregoing, an Indemnified Party shall not be entitled to comply with indemnification in respect of claims arising from acts of its own gross negligence or willful misconduct to the terms extent that such gross negligence or willful misconduct is determined by the final judgment of a court of competent jurisdiction, not subject to further appeal, in proceedings to which such Indemnified Party is a proper party. The provisions of and undertakings and indemnification set forth in this Note or paragraph shall survive the Credit Agreement. Such indemnities shall continue in full force satisfaction and effect, notwithstanding payment of the expiration or Obligations and termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldAgreement.

General Indemnity. 8.6.1 The Borrower hereby agrees upon demand at all times to pay or reimburse Lender for all liabilitiespromptly or, obligations and out-of-pocket expensesas the case may be, including Lender’s expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit Agreement, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnify, reimburse indemnify and hold Lender, the Finance Parties and each of its their respective successors, assigns, agents, attorneys, officers, directors, shareholders, servantsrepresentatives, agents and employees (each an together the “Indemnified PersonParties”) harmless on a full indemnity basis from and against each and every loss suffered or incurred by or imposed on any Indemnified Party related to or arising out of: (a) the use of proceeds of the Loan; (b) the execution and delivery of any commitment letter, engagement letter, fee letter, the Finance Documents or any other document connected therewith or the performance of the respective obligations thereunder, including without limitation environmental liabilities; or (c) any claim, action, suit, investigation or proceeding relating to the foregoing or the Security Parties, whether or not any Indemnified Party is a party thereto or target thereof, or the Indemnified Parties’ roles in connection therewith, and will reimburse the Indemnified Parties, on demand, for all reasonable expenses (including reasonable counsel fees and expenses) as they are incurred by the Indemnified Parties in connection with investigating, preparing for or defending any such claim, action, suit or proceeding (including any security holder actions or proceeding, inquiry or investigation), whether or not in connection with pending or threatened litigation in which the Security Parties are a party. 8.6.2 The Borrower will not, however, be responsible for any claims, liabilities, losses, damages, actions, suits, demands, claims damages or expenses of an Indemnified Party that are finally judicially determined by a court of competent jurisdiction to have resulted principally from the wilful misconduct or gross negligence of such Indemnified Party. 8.6.3 The foregoing shall be in addition to any rights that the Indemnified Parties may have at common law or otherwise and shall extend upon the same terms to and inure to the benefit of any kind and nature (including claims relating to environmental dischargeaffiliate, cleanup director, officer, employee, agent or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such controlling person of an Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Note or the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldParty.

General Indemnity. Borrower Without limiting any other rights which any such Person may have hereunder or under applicable law, the Seller hereby agrees to indemnify MUFG, both individually and as the Administrative Agent and the MUFG Purchaser Agent, the WFB Purchaser Agent, the PNC Purchaser Agent, the Purchasers, the Liquidity Banks, the Liquidity Agents, each of their respective Affiliates, and all successors, transferees, participants and assigns and all officers, directors, shareholders, controlling persons, and employees of any of the foregoing, and any successor servicer and subservicer not affiliated with Lennox (each an “Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or relating to the Transaction Documents or the ownership or funding of the Asset Interest or in respect of any Receivable or any Contract, excluding, however, (x) Indemnified Amounts to the extent determined by a court of competent jurisdiction to have resulted from gross negligence or willful misconduct on the part of such Indemnified Party or (y) recourse (except as otherwise specifically provided in this Agreement) for Defaulted Receivables; the Seller further agrees to indemnify any agent (which is not otherwise an Indemnified Party) of any of MUFG, WFB, PNC, the Agents, the Purchasers, the Liquidity Banks, and the Liquidity Agents forthwith on demand, from and against any and all Indemnified Amounts awarded against or incurred by any of them arising out of or caused by the gross negligence or willful misconduct of the Seller. Without limiting the foregoing, the Seller shall indemnify each Indemnified Party for Indemnified Amounts arising out of or relating to: (i) the transfer by any Seller Party of any interest in any Receivable other than the transfer of Receivables and related property by the Originators to the Seller pursuant to the Sale Agreement, the transfer of an Asset Interest to the Investors pursuant to this Agreement and the grant of a security interest to the Secured Parties pursuant to Section 9.1; (ii) any representation or warranty made by the Seller in the last sentence of Section 6.1(p) shall have been false, incorrect or misleading in any respect when made or deemed made, or any other representation or warranty made in writing by any Seller Party (or any of its officers) under or in connection with any Transaction Document, any Information Package, Interim Information Package or any other information or report delivered by or on behalf of any Seller Party pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made or delivered, as the case may be; provided, however, that in the case of any representation, warranty or information that was not made or delivered in writing, indemnification shall be available to an Indemnified Party hereunder only if such representation, warranty or information was reasonably relied upon demand by such Indemnified Party; (iii) the failure by any Seller Party to pay comply with any applicable law, rule or reimburse Lender for regulation with respect to any Pool Receivable or the related Contract, or the nonconformity of any Pool Receivable or the related Contract with any such applicable law, rule or regulation or the failure of the Seller to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations under the Contracts; (iv) the failure to vest and maintain vested in (A) the Investors an undivided percentage ownership interest, to the extent of the Asset Interest, in the Receivables in, or purporting to be in, the Receivables Pool, or (B) the Secured Parties a security interest in the Collateral, in each case free and clear of any Lien, other than a Lien arising solely as a result of an act of any Investor or the Administrative Agent, whether existing at the time of any Purchase or Reinvestment of such Asset Interest or at any time thereafter; (v) the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivables in, or purporting to be in, the Receivables Pool, whether at the time of any Purchase or Reinvestment or at any time thereafter; (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool (including, without limitation, a defense based on such Receivables or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vii) any matter described in clause (i) or (ii) of Section 3.2(a); (viii) any failure of any Seller Party, as the Master Servicer or otherwise, to perform its duties or obligations in accordance with the provisions of Article III or Article VIII; (ix) any product liability claim arising out of or in connection with merchandise or services that are the subject of any Pool Receivable; (x) any claim of breach by any Seller Party of any related Contract with respect to any Pool Receivable; (xi) any Tax or Other Taxes, all liabilitiesinterest and penalties thereon or with respect thereto, obligations and all out-of-pocket costs and expenses, including Lender’s expenses and the reasonable fees and expenses of counsel for Lender from time to time arising in connection with defending against the enforcement same, which may arise by reason of the purchase or collection ownership of sums due under this Note or the Credit Agreementany Asset Interest, and in connection with any amendment or modification of such documents or any “work-out” other interest in connection the Pool Receivables or in any goods which secure any such Pool Receivables; or (xii) the commingling of Collections of Pool Receivables at any time with such documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, shareholders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Note or the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldfunds.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilitiesGenuity and ▇▇▇▇ Atlantic shall each indemnify, obligations defend ----------------- and out-of-pocket expenses, including Lender’s expenses hold the other party and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit Agreementits affiliates, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnify, reimburse and hold Lender, and each of its their respective successors, assigns, agents, attorneys, officers, directors, shareholders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Note or the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agentsrepresentatives, employees, directors, officers, shareholders, successors officers and assigns harmless against any losses, damages, liabilities, claims or demands (including all costs, expenses and attorneys' fees on account thereof or in connection with any investigation or preparation related thereto or the enforcement of the indemnification provisions of this Agreement) that may be made as a result of claims made: (i) by anyone for bodily injuries (including death) to persons or damage to or theft of tangible or intangible property resulting from the indemnifying party's or its agents' intentional and willful misconduct or negligent acts or omissions or those of persons furnished by such party while performing work hereunder pursuant to this Agreement or in connection with materials furnished by such party pursuant to this Agreement excluding any claims based on lost data or information unless such claims are based on intentional and willful misconduct; (ii) by persons furnished by the indemnifying party or any contractors based on employment contract, or federal, state or local laws prohibiting discrimination in employment; (iii) by persons furnished by the indemnifying party or any contractors under worker's compensation or similar acts; or (iv) resulting from or in connection with the indemnifying party's or its agents' breach of any applicable law, statute, order, decree, or regulation in performance of its obligations hereunder. In addition, ▇▇▇▇ Atlantic shall indemnify, defend and hold harmless Genuity and its affiliates, and their respective agents, representatives, employees, directors officers and assigns harmless against any losses, damages, liabilities, claims or demands (including all costs, expenses and attorneys' fees on account thereof or in connection with any investigation or preparation related thereto or the enforcement of this indemnification provision) that may be made by any third party for claims arising from ▇▇▇▇ Atlantic or ▇▇▇▇ Atlantic's End Users' use of the Genuity Services and that are not (i) otherwise subject to indemnification under this Agreement or a Service Schedule, or (ii) proximately caused by the negligent acts or omissions or other willful misconduct of Genuity or its affiliates, or their respective agents, representatives, employees, directors officers or assigns. The indemnified Claim described in this Section. Borrower party shall not settle provide written notice to the other party of any written claims or compromise demands against it for which the other party is responsible hereunder and shall be entitled, at its option, to assume the defense or settlement of any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldsuch claim.

General Indemnity. 8.10.1 The Borrower hereby agrees upon demand at all times to pay or reimburse Lender for all liabilitiespromptly or, obligations and out-of-pocket expensesas the case may be, including Lender’s expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit Agreement, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnify, reimburse indemnify and hold Lenderthe Facility Beneficiaries, GIEK and the Affiliates of any Facility Beneficiary, GIEK and each of its them and their respective successors, assigns, agents, attorneys, officers, directors, shareholders, servantsrepresentatives, agents and employees (each an “together the Indemnified Person”Parties) harmless on a full indemnity basis from and against each and every Loss suffered or incurred by or imposed on any Indemnified Party related to or arising out of: (a) the use of proceeds of the Facility; (b) the execution and delivery of any commitment letter, engagement letter, fee letter, the Facility Documents or any other document connected therewith or the performance of the respective obligations thereunder, including without limitation environmental liabilities; or (c) any claim, action, suit, investigation or proceeding relating to the foregoing or the Security Parties, whether or not any Indemnified Party is a party thereto or target thereof, or the Indemnified Parties’ roles in connection therewith, and will reimburse the Indemnified Parties, on demand, for all reasonable expenses (including reasonable counsel fees and expenses) as they are incurred by the Indemnified Parties in connection with investigating, preparing for or defending any such claim, action, suit or proceeding (including any security holder actions or proceeding, inquiry or investigation), whether or not in connection with pending or threatened litigation in which the Security Parties are a party. 8.10.2 The Borrower will not, however, be responsible for any claims, liabilities, losses, damages, actions, suits, demands, claims damages or expenses of any kind and nature (including claims relating an Indemnified Party that are finally judicially determined by a court of competent jurisdiction to environmental discharge, cleanup have resulted from the wilful misconduct or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered gross negligence by such Indemnified Person Party. 8.10.3 The foregoing shall be in connection therewith (including reasonable attorneys’ fees addition to any rights that the Indemnified Parties may have at common law or otherwise and expenses), fines or penalties (shall extend upon the same terms to and other charges inure to the benefit of any applicable governmental authority) (eachaffiliate, a “Claim”)director, directly officer, employee, agent or indirectly relating to or arising out controlling person of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Note or the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldan Indemnified Party.

General Indemnity. In addition to the payment of expenses pursuant to Section 10.03, whether or not the transactions contemplated hereby shall be consummated, Borrower hereby agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit Agreement, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnify, reimburse pay and hold Lender, the Agent and each of its respective successorsthe Banks and any holder(s) of the Notes, assigns, agents, attorneys, and the officers, directors, shareholders, servantsemployees, agents and employees affiliates of the Agent, each of the Banks and such holder(s) (each an “Indemnified Person”collectively, the "Indemnitees") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, demandsclaims, claims costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and nature (including claims relating to environmental dischargedisbursements of counsel for such Indemnitees in connection with any investigative, cleanup administrative or compliancejudicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), all costs and expenses whatsoever to the extent they that may be imposed on, incurred by or suffered by such Indemnified Person asserted against the Indemnitees, in connection therewith (including reasonable attorneys’ fees and expenses), fines or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly manner relating to or arising out of this Agreement, any of the other Transaction Documents or any other agreement, document or instrument executed and delivered by Borrower or any other Obligor in connection herewith or therewith, the statements contained in any commitment letters delivered by the Agent or any of the Banks, the agreement of any of the Banks to make the Loans hereunder, the agreement of Mercantile to issue the Letters of Credit hereunder or the use or intended use of the proceeds of the Loans or otherwiseany Loan hereunder (collectively, the falsity "indemnified liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities arising from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final nonappealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any representation law or warranty public policy, Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of Borrower all indemnified liabilities incurred by the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 10.05 shall survive the satisfaction and payment of Borrower’s failure to comply with 's Obligations and the terms of this Note or the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldAgreement.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations Each Company hereby jointly and out-of-pocket expenses, including Lender’s expenses severally indemnify and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit Agreementhold Laurus, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successorsaffiliates, assignsemployees, agentsattorneys and agents (each, attorneys, officers, directors, shareholders, servants, agents and employees (each an “Indemnified Person”) ), harmless from and against any and all liabilitiessuits, actions, proceedings, claims, damages, losses, damages, actions, suits, demands, claims liabilities and expenses of any kind and or nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines or penalties (disbursements and other charges costs of investigation or defense, including those incurred upon any applicable governmental authorityappeal) (eachwhich may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, a “Claim”)suspended or terminated under this Agreement or any of the Ancillary Agreements or with respect to the execution, directly delivery, enforcement, performance and administration of, or indirectly relating to or in any other way arising out of or relating to, this Agreement, the use Ancillary Agreements or any other documents or transactions contemplated by or referred to herein or therein and any actions or failures to act with respect to any of the proceeds foregoing, except to the extent that any such indemnified liability is finally determined by a court of the Loans competent jurisdiction to have resulted solely from such Indemnified Person’s gross negligence or otherwisewillful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY COMPANY OR TO ANY OTHER PARTY OR TO ANY SUCCESSOR, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Note or the Credit Agreement. Such indemnities shall continue in full force and effectASSIGNEE OR THIRD PARTY BENEFICIARY OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, notwithstanding the expiration or termination of this Note. Upon Lender’s written demandFOR INDIRECT, Borrower shall assume and diligently conductPUNITIVE, at its sole cost and expenseEXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldSUSPENDED OR TERMINATED UNDER THIS AGREEMENT OR ANY ANCILLARY AGREEMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations (a) The Company shall indemnify the Purchasers and out-of-pocket expenses, including Lender’s expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit Agreement, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnify, reimburse and hold Lender, other Holders and each of its their respective successorsdirectors, assignsofficers, employees, agents, attorneys, accountants, consultants and each Person, if any, who controls any Purchaser or other Holder (the Purchasers, the Holders and each of such directors, officers, directorsemployees, shareholdersagents, servantsattorneys, agents accountants, consultants and employees (control Persons are referred to as the "Indemnified Parties") and hold each an “Indemnified Person”) of them harmless from and against any and all liabilities, lossesclaims, damages, actions, suits, demands, claims liabilities and reasonable expenses (including reasonable fees and disbursements of counsel with whom any Indemnified Party may consult in connection therewith and all reasonable expenses of litigation or preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party in connection with (i) the Indemnified Party's compliance with or contest of any kind and nature subpoena or other process issued against it in any proceeding involving the Company or any of its Subsidiaries or their affiliates, (including claims relating ii) any litigation or investigation involving the Company, any of its Subsidiaries or their affiliates, or any officer, director or employee thereof, (iii) the existence or exercise of any security rights with respect to environmental dischargethe collateral under the Note Documents, cleanup or compliance)(iv) this Agreement, all costs and expenses whatsoever any other Note Document or any of the Transaction; provided, however, that the foregoing indemnity shall not apply to the extent they may be incurred such claims, damages, liabilities and expenses result from the Indemnified Party's own gross negligence or suffered by willful misconduct. (b) If an Indemnified Party asserts that the Company has become obligated to such Indemnified Person Party pursuant to this Section 8.2, or if any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which the Company may become obligated to an Indemnified Party hereunder, such Indemnified Party shall notify the Company promptly and shall cooperate with the Company, at the Company's expense, to the extent reasonably necessary for the resolution of such claim or in connection therewith (the defense of such suit, action or proceedings, including reasonable attorneys’ fees making available any information, documents and expenses), fines or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly relating to or arising out things in the possession of the use of Indemnified Party. Notwithstanding the proceeds of the Loans or otherwiseforegoing notice requirement, the falsity of any representation or warranty of Borrower or Borrower’s failure right to comply with the terms of this Note or the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent indemnification hereunder shall not be unreasonably withheldaffected by any failure to give, or delay in giving, notice unless, and only to the extent that, the rights and remedies of the Company shall have been actually and materially prejudiced as a result of such failure or delay. (c) In fulfilling its obligations under this Section 8.2, after the Company has provided each Indemnified Party with a written notice of its acceptance of liability under this Section 8.2, as between such Indemnified Party and the Company, the Company shall have the right to investigate, defend, settle or otherwise handle, with the aforesaid cooperation, any claim, suit, action or proceeding brought by a third party in such manner as the Company may in its sole discretion reasonably deem appropriate; provided, that (i) counsel retained by the Company is reasonably satisfactory to the Indemnified Party, (ii) the Company will not consent to any settlement or entry of judgment imposing any obligations on any other party hereto other than financial obligations for which such party will be indemnified hereunder, unless such party has consented in writing to such settlement or judgment (which consent may be given or withheld in its sole discretion), and (iii) the Company will not consent to any settlement or entry of judgment unless, in connection therewith, the Company obtains a full and unconditional release of the Indemnified Party from all liability with respect to such suit, action, investigation claim or proceeding. Notwithstanding the Company's election to assume the defense or investigation of such claim, action or proceeding, the Company shall have the right to employ separate counsel and to participate in the defense or investigation of such claim, action or proceeding, which participation shall be at the expense of the Company, if (i) on the advice of counsel to the Indemnified Party, use of counsel of the Company's choice could be expected to give rise to a material conflict of interest, (ii) the Company shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of the assertion of any such claim or institution of any such action or proceeding, (iii) the Company shall authorize the Indemnified Party to employ separate counsel at the Company's expense or (iv) such action shall seek relief other than monetary damages against the Indemnified Party. (d) The obligations of the Company under this Section 8.2 shall survive the termination of any Note Document.

General Indemnity. Borrower In addition to the payment of expenses pursuant to Section 12.02, from and after the Effective Date, each Seller Party, jointly and severally, hereby agrees upon demand to pay or reimburse Lender for all liabilitiesdefend, obligations and out-of-pocket expenses, including Lender’s expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit Agreement, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnify, reimburse pay and hold Lenderharmless each of the Collateral Agent and its Affiliates and its and their respective partners, directors, managers, trustees, officers, agents, sub-agents and employees (the “Agent Indemnified Parties”) and the Purchasers and each of their Affiliates and its and their respective successors, assigns, agents, attorneys, officerspartners, directors, shareholdersmanagers, servantstrustees, officers, agents and employees (each an the “Purchaser Indemnified Parties”; and together with the Agent Indemnified Parties, the “Indemnified PersonParties”) harmless from from, against and against in respect of all liabilitiesIndemnified Liabilities in all cases, losseswhether based on contract, damagestort or any other theory, actionswhether brought by a third party or by any Seller Party, suitsand regardless of whether any Indemnified Party is a party thereto and whether or not caused by or arising, demandsin whole or in part, claims out of the comparative contributory or sole negligence of such Indemnified Party; provided, however, that the foregoing shall exclude any kind and nature (including claims relating indemnification to environmental discharge, cleanup or compliance), all costs and expenses whatsoever any Purchaser Indemnified Party to the extent they may be incurred or suffered by such Indemnified Person Liabilities (x) are determined by a court of competent jurisdiction by final and non-appealable judgement to have resulted from the gross negligence, willful misconduct, or fraud of such Purchaser Indemnified Party or (y) result from a claim brought by the Seller Parties against such Purchaser Indemnified Party for a material breach of such Purchaser Indemnified Party’s funding obligations hereunder or (z) arise from a dispute solely among the Purchaser Indemnified Parties; provided further, however, that the foregoing shall exclude any indemnification to any Agent Indemnified Party to the extent such Indemnified Liabilities (x) are determined by a court of competent jurisdiction by final and non-appealable judgement to have resulted from the gross negligence or willful misconduct of such Agent Indemnified Party or (y) arise from a dispute solely among the Indemnified Parties (other than against the Collateral Agent in connection therewith its capacity as such). This Section 8.01 (including reasonable attorneys’ fees a) shall not apply with respect to Taxes other than any Taxes that represent Losses arising from any non-Tax claim and expenses), fines or penalties (and other charges of any applicable governmental authorityb) (each, a “Claim”), directly or indirectly relating to or arising out of shall survive the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Note or the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this NoteAgreement. Upon Lender’s written demandTo the extent that the undertakings to defend, Borrower shall assume indemnify, pay and diligently conduct, at its sole cost and expensehold harmless set forth in this Section 8.01 may be unenforceable in whole or in part because they are violative of any law or public policy, the entire defense applicable Seller Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of Lender, each all Indemnified Liabilities incurred by the Indemnified Parties or any of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldthem.

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable law, the Borrower hereby agrees upon demand to pay or reimburse Lender for indemnify each of the Affected Parties, each of their respective Affiliates, and all liabilitiessuccessors, obligations transferees, participants and assigns and all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each, an "Indemnified Party"), forthwith on demand, from and against any and all damages, losses, claims, liabilities and reasonable related out-of-pocket costs and expenses, including Lender’s expenses reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by any of them arising out of or relating to the Transaction Documents, the Obligations, the Collateral or the actions of the Loan Parties excluding, however: (i) Indemnified Amounts to the extent determined by a court of competent jurisdiction to have resulted from bad faith, gross negligence or willful misconduct on the part of such Indemnified Party, (ii) taxes imposed by the jurisdiction in which such Indemnified Party's principal executive office is located, on or measured by the overall net income of such Indemnified Party; and or (iii) recourse (except as otherwise specifically provided in this Agreement) for Indemnified Amounts to the extent the same includes losses in respect of Receivables that were Eligible Receivables on the date such Receivables were purchased by the Borrower which are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts arising out of or relating to: (A) the creation of any Lien on, or transfer by any Loan Party of any interest in, the Collateral other than as provided in the Transaction Documents; (B) any representation or warranty made by any Originator or Loan Party (or any of its officers) under or in connection with any Transaction Document, any Monthly Report or any other information or report delivered by or on behalf of any Originator or Loan Party pursuant thereto, which shall have been false, incorrect or misleading in any respect when made or deemed made or delivered, as the case may be; (C) the failure by any Loan Party to comply with the terms of any Transaction Document or any applicable law, rule or regulation with respect to any Receivable or the related Contract and/or Invoice, or the nonconformity of any Receivable or the related Contract and/or Invoice with any such applicable law, rule or regulation; (D) the failure to vest and maintain vested in the Borrower a perfected ownership interest in all Collateral; or the failure to vest and maintain vested in the Administrative Agent, for the benefit of the Secured Parties, a valid and perfected first priority security interest in the Collateral, free and clear of any other Lien, other than a Lien arising solely as a result of an act of one of the Secured Parties, now or at any time thereafter; (E) [Intentionally Omitted] (F) any dispute, claim, offset or defense of the Obligor to the payment of any Receivable (including, without limitation, a defense based on such Receivables or the related Contract and/or Invoice not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the services related to such Receivable or the furnishing or failure to furnish such services (provided that this clause (F) shall not be applied to provide credit recourse in respect of the portion of the Outstanding Balance of any Receivable which has been discharged in the bankruptcy of the Obligor thereon); (G) any matter described in Section 3.4; (H) any failure of any Loan Party to perform its duties or obligations in accordance with the provisions of this Agreement or the other Transaction Documents to which it is a party; (I) any claim of breach by any Originator or Loan Party of any related Contract and/or Invoice with respect to any Receivable; (J) any Tax (but not including Taxes upon or measured by net income or net profits or franchise Taxes in lieu of net income or net profits Taxes), all interest and penalties thereon or with respect thereto, and all out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel for Lender from in defending against the same, which may arise by reason of the Administrative Agent's security interest in the Collateral; (K) the commingling of Collections of Receivables at any time to time arising in connection with the enforcement other funds; (L) any investigation, litigation or collection of sums due under this Note or the Credit Agreement, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, shareholders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly relating proceeding related to or arising out of from this Agreement or any other Transaction Document, the transactions contemplated hereby or thereby, the use of the proceeds of the Loans or otherwiseany Loan, the falsity security interest in the Receivables and Related Assets or any other investigation, litigation or proceeding relating to the Borrower or any of the Originators in which any Indemnified Party becomes involved as a result of any representation of the transactions contemplated hereby or warranty thereby; (M) any products or professional liability, personal injury or damage suit, or other similar claim arising out of Borrower or Borrower’s failure in connection with merchandise, insurance or services that are the subject of any Contract, Invoice or any Receivable; (N) any inability to comply with the terms of this Note or the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns litigate any claim against any indemnified Claim described Obligor in this Section. Borrower shall not settle respect of any Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or compromise otherwise from any Claim against legal action, suit or involving Lender without first obtaining Lender’s written consent thereto, proceeding; (O) the occurrence of any Event of Bankruptcy with respect to any Loan Party; or (P) any loss incurred by any of the Secured Parties as a result of the inclusion in the Borrowing Base of Receivables owing from any single Obligor and its Affiliates who are Obligors which consent shall not be unreasonably withheldcauses the aggregate Outstanding Balance of all such Receivables to exceed the applicable Obligor Concentration Limit.

General Indemnity. 18.8.1. Borrower agrees upon demand to pay or reimburse indemnify and hold harmless Administrative Agent, the Letter of Credit Issuer, and each Lender for and each of their Affiliates and their respective officers, directors, employees, agents, and advisors (each, an Indemnified Party) from and against any and all claims, damages, losses, liabilities, obligations and out-of-pocket expensescosts, including Lender’s expenses and reasonable fees and expenses (including, without limitation, reasonable attorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of counsel for Lender from time to time arising or in connection with the enforcement or collection by reason of sums due under this Note or the Credit Agreement(including, and without limitation, in connection with any amendment investigation, litigation, or modification proceeding or preparation of such documents or any “work-out” defense in connection with such documents. Borrower shall indemnifytherewith) the Loan Documents, reimburse and hold Lenderthe Acquisition Documents, and each of its respective successors, assigns, agents, attorneys, officers, directors, shareholders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly relating to or arising out of the transactions contemplated herein or therein or the actual or proposed use of the proceeds of the Loans Loans, or otherwisethe manufacture, the falsity storage, transportation, release or disposal of any representation Hazardous Material on, from, over or warranty affecting any of its assets or any of the assets, properties, or operations of any Covered Person or any predecessor in interest, directly or indirectly, except to the extent such claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 18.8 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Borrower or Borrower’s failure agrees not to comply with the terms of this Note or the Credit Agreement. Such indemnities shall continue in full force and effectassert any claim against Administrative Agent, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of any Lender, each of its partners, and each any of their respectiveAffiliates, agents, employees, or any of their respective directors, officers, shareholdersemployees, successors attorneys, agents, and assigns against advisers, on any indemnified Claim described in this Sectiontheory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Loan Documents, the Acquisition Documents, any of the transactions contemplated herein or therein or the actual or proposed use of the proceeds of the Loans. Borrower shall not settle pay, indemnify and hold harmless the Indemnified Parties for, from and against, and shall promptly reimburse the Indemnified Parties for, any and all claims, damages, liabilities, losses, costs and expenses (including reasonable attorneys' fees and expenses and amounts paid in settlement) incurred, paid or compromise sustained by the Indemnified Parties, arising out of or relating to the Acquisition Documents. 18.8.2. The obligations of Borrower under this Section 18.8 shall survive the termination of the Commitments, the expiration of the Letters of Credit, and the indefeasible full payment and satisfaction of all of the Loan Obligations. 18.8.3. To the extent that any Claim against of the indemnities required from Borrower under this Section are unenforceable because they violate any Law or involving Lender without first obtaining Lender’s written consent theretopublic policy, Borrower shall pay the maximum amount which consent shall not be unreasonably withheldit is permitted to pay under applicable Law.

General Indemnity. Borrower Without limiting any other rights which any such Person may have hereunder or under applicable Law, but subject to Sections 12.1(b) and 13.5, Seller agrees upon demand to pay or reimburse Lender for all liabilitiesindemnify and hold harmless Administrative Agent, obligations and outeach Program Administrator, each Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-of-pocket expenses, including Lender’s expenses and reasonable fees and expenses agent of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit Agreement, and in connection with any amendment or modification of such documents Administrative Agent or any “work-out” in connection with such documents. Borrower shall indemnifyPurchaser Agent, reimburse and hold Lender, any assignee or successor of any of the foregoing and each of its their respective successorsAffiliates, assignsand all directors, agentsmembers, attorneys, officersmanagers, directors, shareholders, servantsofficers, employees and attorneys or agents and employees of any of the foregoing (each an “Indemnified PersonParty”) harmless ), forthwith on demand, from and against any and all liabilitiesdamages, losses, damagesclaims, actions, suits, demands, claims of any kind liabilities and nature (including claims relating to environmental discharge, cleanup or compliance), all related costs and expenses whatsoever (including all filing fees), including reasonable attorneys’, consultants’ and accountants’ fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3, (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of, relating to or in connection with the Transaction Documents, any of the transactions contemplated thereby, or the ownership, maintenance or funding, directly or indirectly, of the Asset Interest (or any part thereof) or in respect of or related to any Collateral, including Pool Receivables or any Related Assets or otherwise arising out of or relating to or in connection with the actions or inactions of Seller, Master Servicer or any other party to a Transaction Document (other than such Indemnified Party), provided, however, notwithstanding anything to the contrary in this Article XII, excluding Indemnified Amounts solely to the extent they may be incurred (x) determined by a court of competent jurisdiction to have resulted from the gross negligence or suffered by willful misconduct on the part of such Indemnified Person Party as determined by a final non-appealable judgment by a court of competent jurisdiction or (y) they constitute recourse with respect to a Pool Receivable and the Related Assets by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor. Without limiting the foregoing, Seller shall indemnify, subject to the express limitations set forth in connection therewith (including reasonable attorneys’ fees this Section 12.1, and expenses)hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, fines or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly relating to or arising out in connection with: (i) the transfer by Seller or any Originator of any interest in any Pool Receivable other than the use transfer of any Pool Receivable and Related Assets to Administrative Agent and any Purchaser pursuant to this Agreement, to Administrative Agent and to Seller pursuant to the proceeds Sale Agreement and the grant of a security interest to Administrative Agent pursuant to this Agreement and to Seller pursuant to the Loans or otherwise, the falsity of Sale Agreement; (ii) any representation or warranty made by Seller, Master Servicer or any other party to a Transaction Document (other than such Indemnified Party) (or any of Borrower their respective officers or Borrower’s Affiliates) under or in connection with any Transaction Document, any Information Package or any other information or report delivered by or on behalf of Seller pursuant hereto, which shall have been untrue, false or incorrect when made or deemed made; (iii) the failure of Seller, Master Servicer or any other party to a Transaction Document (other than such Indemnified Party) to comply with the terms of this Note any Transaction Document or any applicable Law (including with respect to any Pool Receivable or Related Assets), or the Credit Agreement. Such indemnities shall continue nonconformity of any Pool Receivable or Related Assets or any servicing thereof with any such Law; (iv) the lack of an enforceable ownership interest, or a first priority perfected security interest, in full force the Pool Receivables (and effectall Related Assets) against all Persons (including any bankruptcy trustee or similar Person); (v) the failure to file, notwithstanding or any delay in filing of (other than as a result of actions or omissions of the expiration Administrative Agent or termination Purchaser Group), financing statements or other similar instruments or documents under the UCC of this Note. Upon Lender’s written demandany applicable jurisdiction or under any other applicable Laws with respect to any Pool Receivable whether at the time of any Purchase or Reinvestment or at any time thereafter other than as a result of the Administrative Agent or the Purchaser Group; (vi) any dispute, Borrower shall assume and diligently conductclaim, at its sole cost and expenseoffset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Pool Receivable in, or purporting to be in, the entire Receivables Pool (including a defense based on such Pool Receivable’s or the related Contract’s not being a legal, valid and binding obligation of Lendersuch Obligor enforceable against it in accordance with its terms) or any other claim resulting from the sale of the merchandise or services related to such Pool Receivable or the furnishing or failure to furnish such merchandise or services or the servicing or collection of such Receivable; (vii) any suit or claim related to the Pool Receivables, each Related Assets or any Transaction Document (including any products liability or environmental liability claim arising out of its partnersor in connection with merchandise or services that are the subject of any Pool Receivable or Related Asset); (viii) the ownership, delivery, non-delivery, possession, design, construction, use, maintenance, transportation, performance (whether or not according to specifications), operation (including the failure to operate or faulty operation), condition, return, sale, repossession or other disposition or safety of any Related Assets (including claims for patent, trademark, or copyright infringement and claims for injury to persons or property, liability principles, or otherwise, and each claims of breach of warranty, whether express or implied); (ix) the failure by Seller, Master Servicer or any other party to a Transaction Document (other than such Indemnified Party) to notify any Obligor of the assignment pursuant to the terms hereof of any Pool Receivable or Related Assets to Administrative Agent for the benefit of Purchasers or the failure to require that payments (including any under the related insurance policies) be made directly to Administrative Agent for the benefit of Purchasers; (x) failure by Seller, Master Servicer or any other party to a Transaction Document (other than such Indemnified Party) to comply with the “bulk sales” or analogous Laws of any jurisdiction; (xi) any Taxes (other than Excluded Taxes) imposed upon any Indemnified Party or upon or with respect to the Pool Receivables or Related Assets, all interest and penalties thereon or with respect thereto, and all costs and expenses related thereto or arising therefrom, including the fees and expenses of counsel in defending against the same; (xii) any loss arising, directly or indirectly, as a result of the imposition of sales or similar transfer type taxes or the failure by Seller, any Originator, Performance Guarantor or Master Servicer to timely collect and remit to the appropriate authority any such taxes; (xiii) any commingling of any Collections by Seller, any Originator, Performance Guarantor or Master Servicer relating to the Pool Receivables or Related Assets with any of their respectivefunds or the funds of any other Person; (xiv) any failure by Seller, agentsany Originator, employeesPerformance Guarantor or Master Servicer to perform its duties or obligations in accordance with the provisions of the Transaction Documents and the related Contracts; (xv) any failure by Seller, directorsany Originator, officersMaster Servicer or any of their Affiliates to obtain consent from any Obligor prior to the assignment of any Pool Receivable and Related Assets pursuant to the terms of the Transaction Documents; (xvi) any breach of any Contract as a result of the sale or contribution thereof or any Receivables related thereto pursuant to the Sale Agreement or this Agreement; (xvii) the failure or delay to provide any Obligor with an invoice or other evidence of indebtedness; or (xviii) any inability of any Originator or Seller to assign any Receivable or Related Asset as contemplated under the Transaction Documents; or the violation or breach by any Originator, shareholdersSeller, successors and assigns against Master Servicer, Performance Guarantor or any indemnified Claim described in this Section. Borrower shall not settle of their respective Affiliates of any confidentiality provision, or compromise of any Claim against similar covenant of non-disclosure, with respect to any Contract, or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldany other Indemnified Amount with respect to or resulting from any such violation or breach.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s expenses Expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit AgreementLoan Documents, and in connection with any amendment or modification of such documents the Loan Documents or any “work-out” in connection with such documentsthe Loan Documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, shareholders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines or fines, penalties (and other charges of any applicable governmental authorityGovernmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Note Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the Credit escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconduct or any Claim arising from (i) Lender’s disposition of any Collateral which was still a work-in-process at the time Lender took control of such Collateral, or (ii) any Collateral altered after Lender took control of such Collateral. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this NoteAgreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheld.,

General Indemnity. Borrower Without limiting any other rights which any such Person may have hereunder or under Applicable Law, but subject to Section 8.06, each Originator, jointly and severally, hereby agrees upon demand to pay or reimburse Lender for indemnify and hold harmless Buyer, Buyer’s Affiliates, the Borrower, Administrative Agent and any Secured Party under the Loan and Security Agreement and all liabilitiesof their respective successors, obligations transferees, participants and assigns, and all officers, members, managers, directors, shareholders, officers, employees and agents of any of the foregoing (each an “Originator Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related reasonable and documented out-of-pocket expensescosts and expenses (including all filing fees), including Lender’s expenses reasonable and documented Attorney Costs, and reasonable consultants’ and accountants’ fees and expenses disbursements (all of counsel for Lender from time the foregoing being collectively referred to time as “Originator Indemnified Amounts”) awarded against or incurred by any of them arising out of, resulting from, relating to or in connection with the enforcement or collection Transaction Documents, any of sums due under this Note the transactions contemplated thereby, or the Credit Agreementownership, and maintenance or purchasing of the Transferred Assets or in respect of or related to any Transferred Assets, or otherwise arising out of or relating to or in connection with the actions or inactions of Buyer, Performance Guarantor, such Originator or any amendment Affiliate of any of them; provided, notwithstanding anything to the contrary in this Article VII, excluding Originator Indemnified Amounts solely to the extent resulting solely from the gross negligence or modification willful misconduct on the part of such documents Originator Indemnified Party, as determined by a final non-appealable judgment by a court of competent jurisdiction. Without limiting or any “work-out” in connection with such documents. Borrower being limited by the foregoing, each Originator, jointly and severally, shall pay on demand indemnify, reimburse subject to the express limitations set forth in this Section 7.01, and hold Lender, harmless each Originator Indemnified Party for any and each of its respective successors, assigns, agents, attorneys, officers, directors, shareholders, servants, agents and employees (each an “all amounts necessary to indemnify such Originator Indemnified Person”) harmless Party from and against any and all liabilitiesOriginator Indemnified Amounts arising out of, lossesrelating to, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup resulting from or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Note or the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheld.with:

General Indemnity. Borrower (i) Each party ("Indemnifying Party") agrees upon demand to pay or reimburse Lender for all liabilitiesdefend, obligations and out-of-pocket expenses, including Lender’s expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit Agreement, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnify, reimburse indemnify and hold Lenderharmless any other party, and each of its respective successors, assigns, agents, attorneys, officers, directors, shareholdersemployees, servantssubcontractors, and agents and employees (each an “"Indemnified Person”Parties") harmless from and against all liabilitiesany claims, losses, damages, actions, suits, actions or demands, claims alleging facts which would constitute a breach of the Indemnifying Party's representations and warranties provided in this Agreement or of the Indemnifying Party's performance obligations under this Agreement. (ii) In any case in which indemnification is sought, the Indemnified Party agrees to (1) give prompt written notice to Indemnifying Party of any kind such claim, action or demand, (2) allow Indemnifying Party to control the defense and nature related settlement negotiations, and (including claims relating 3) assist in the defense so long as Indemnifying Party reimburses the Indemnified Party for its reasonable expenses. The Indemnified Party will invoice Indemnifying Party for such expenses and time on a calendar quarter basis and Indemnifying Party shall pay such reimbursements within thirty (30) days after the invoice from the Indemnified Party. The law firm used by Indemnifying Party to environmental discharge, cleanup or compliance), all costs and expenses whatsoever defend the Indemnified Party shall be subject to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including Party's reasonable attorneys’ fees and expenses), fines or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly relating to or arising out of approval. If the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure Indemnifying Party is unable to comply with the terms of this Note or the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expenseindemnity obligation set forth above, the entire defense of Lender, each Indemnified Party may defend such suit itself for all Indemnified Parties with counsel of its partners, choosing and each may invoice the Indemnifying Party for all expenses incurred in defending and/or settling any claim and/or satisfying any resulting judgment. Any settlement shall be subject to the Indemnified Party's prior written approval unless the Indemnifying Party has obtained an unconditional release of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described all of the Indemnified Parties named in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldthe proceeding.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit Agreement, and in connection with Without limiting any amendment or modification of such documents other rights that any Beneficiary or any “work-out” in connection with such documents. Borrower shall indemnify, reimburse and hold Lender, and each of its their respective successors, assigns, agents, attorneys, officers, directors, shareholdersagents, servantsemployees, agents and employees controlling Persons or Affiliates of any of the foregoing (each an “Indemnified PersonParty”) may have hereunder, under any other Transaction Document or under applicable Law, the Performance Undertaking Provider hereby agrees to indemnify and hold harmless each Indemnified Party from and against any and all liabilitiesdamages, losses, damagesclaims, actionsliabilities, suitsdeficiencies, demandscosts, claims of any kind disbursements and nature (expenses, including claims relating to environmental dischargeinterest, cleanup or compliance)penalties, all costs amounts paid in settlement and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expensesexpenses (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any Indemnified Party (including in connection with or relating to any investigation by an Official Body, litigation or lawsuit (actual or threatened) or order, consent, decree, judgment, claim or other action of whatever sort (including the preparation of any defense with respect thereto)), fines or penalties (and other charges of any applicable governmental authority) (eachin each case, a “Claim”), directly or indirectly relating to or arising out of or resulting from this Agreement or any other Transaction Document or any transaction contemplated hereby or thereby, excluding, however, (a) Indemnified Amounts to the use extent that such Indemnified Amounts resulted from the negligence, fraud or wilful misconduct on the part of such Indemnified Party; (b) recourse (except as otherwise specifically provided in this Agreement or any other Transaction Document) for Uncollectible Portfolio Receivables and the Related Security and Collections with respect thereto; (c) any Excluded Taxes and (d) any Indemnified Amount to the extent the same has been fully and finally paid in cash to such Indemnified Party pursuant to any other provision of this Agreement or any other Transaction Document; provided that nothing in this Section 3 shall be construed as constituting a guarantee or indemnity in respect of the proceeds of Seller’s obligation to make payments with respect to Yield, Fees or any Invested Amounts pursuant to the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Note or the Credit Receivables Transfer Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheld.

General Indemnity. Borrower agrees upon demand In addition to the payment of expenses pursuant to Section 7.03, whether or not the transactions contemplated hereby shall be consummated, the Company and ▇▇▇▇▇▇▇ Properties hereby jointly and severally agree to defend, indemnify, pay or reimburse and hold Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s expenses and reasonable fees and expenses any holder(s) of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit AgreementNotes, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, the officers, directors, shareholders, servantsemployees, agents and employees affiliates of Lender and such holder(s) (each an “Indemnified Person”collectively, the "Indemnitees") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, demandsclaims, claims costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and nature (including claims relating to environmental dischargedisbursements of counsel for such Indemnitees in connection with any investigative, cleanup administrative or compliancejudicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), all costs and expenses whatsoever to the extent they that may be imposed on, incurred by or suffered by such Indemnified Person asserted against the Indemnitees, in connection therewith (including reasonable attorneys’ fees and expenses), fines or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly manner relating to or arising out of this Agreement, any other Transaction Document and/or any other agreement, document or instrument heretofore, now or hereafter executed and delivered by the Company, ▇▇▇▇▇▇▇ Properties and/or any other Obligor in connection herewith or therewith, the statements contained in any commitment letters delivered by Lender, Lender's agreement to make Loans and/or issue Letters of Credit under this Agreement or the use or intended use of the proceeds of the Loans any Loan or otherwiseof any Letter of Credit under this Agreement (collectively, the falsity "indemnified liabilities"); provided that neither the Company nor ▇▇▇▇▇▇▇ Properties shall have any obligation to an Indemnitee hereunder with respect to indemnified liabilities arising from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final nonappealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any representation law or warranty public policy, the Company and ▇▇▇▇▇▇▇ Properties shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of Borrower all indemnified liabilities incurred by the Indemnitees or Borrower’s failure to comply with any of them. The provisions of the terms undertakings and indemnification set out in this Section 7.05 shall survive satisfaction and payment of this Note or the Credit Agreement. Such indemnities shall continue in full force Company's Obligations and effect, notwithstanding the expiration or ▇▇▇▇▇▇▇ Properties' Obligations and the termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldAgreement.

General Indemnity. The Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection hereby covenants with the enforcement or collection of sums due under this Note or the Credit Agreement, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnify, reimburse and hold Lender, Agent and each of its respective successors, assigns, agents, attorneys, officers, directors, shareholders, servants, agents Lender that it shall at all times hereafter keep the Agent and employees (each an “Indemnified Person”) such Lender indemnified and held harmless from and against all liabilitiessuits (whether founded or unfounded), actions, proceedings, judgments, demands or claims instituted or made against the Agent or such Lender, and all costs, losses, damagesliabilities, actionsdamages and expenses (including all reasonable legal fees on a solicitor and his own client basis) incurred by the Agent or such Lender in any way relating to, suitsarising out of, demands, claims or incidental to any Environmental Laws or Environmental Liabilities or any default by the Borrower under any provision of any kind of the Loan Documents (collectively, the "Damages"). This indemnity shall extend to the officers, directors, employees, agents, shareholders and nature assignees of the Agent and each Lender (including claims relating each such person, together with the Agent and each Lender, an "Indemnified Party") but shall not apply to environmental dischargeDamages arising from or attributable to the wilful misconduct or negligence of any Indemnified Party. If any claim (in this Section 10.6 referred to as a "Claim") shall be asserted by any person against an Indemnified Party which may give rise to Damages, cleanup or compliance)the Indemnified Party shall promptly notify the Borrower in writing of all particulars of such Claim upon learning of same. The failure to give any such notice, all costs and expenses whatsoever however, shall not affect the Borrower's liability to indemnify the Indemnified Party except to the extent they may be incurred such failure adversely affects the Borrower's ability to defend, object to, oppose or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines or penalties (and other charges of any applicable governmental authority) (each, a “contest that Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Note or the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, The Borrower shall assume at all times have the right, if no Event of Default has occurred and diligently conductis continuing, at its sole cost and expense, the entire defense of Lenderto resist, each of its partners, defend and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against in the name of the Indemnified Party, by legal counsel acceptable to the Indemnified Party, acting reasonably, who will co-operate in such defence on a reasonable basis; provided that the Indemnified Party shall have the right to participate in the defense or involving Lender compromise of any Claim by other legal counsel of its choosing if the Indemnified Party, acting reasonably, determines it should so participate; provided that the fees and disbursements of such other counsel shall be for the account of such Indemnified Person unless: (a) the Borrower and the Indemnified Party shall have mutually agreed to the retention of counsel; (b) the named parties to such proceedings include the Borrower or a Subsidiary thereof and the Indemnified Party and representation of such parties by the same counsel would be inappropriate due to actual or potential differing interests between them; or (c) the Borrower has failed to assume the defense of the Claim in a timely manner or to continue to defend the Claim diligently and reasonably throughout the period while such Claim exists. The Indemnified Party shall not effect any settlement or compromise of any Claim without first obtaining Lender’s the written consent theretoof the Borrower which consent shall not be unreasonably withheld or delayed. If the Borrower exercises its rights under this Section 10.6, it shall not compromise or otherwise settle a Claim without the consent of the Indemnified Party suffering such Claim, which consent shall not be unreasonably withheldwithheld or delayed. The inability of the Borrower to pay such Claim in full shall constitute a sufficient reason to withhold such consent.

General Indemnity. Borrower Without limiting any other rights which any such Person may have hereunder or under applicable law, Seller hereby agrees to indemnify each of the Purchaser, the Liquidity Banks, the Enhancement Providers, the Backup Servicer and the Agent, each of the foregoing's respective Affiliates, and all successors, transferees, participants and assigns and all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each an " Indemnified Party "), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as " Indemnified Amounts ") awarded against or incurred by any of them arising out of or relating to the Transaction Documents or the ownership or funding of the Asset Interest or in respect of any Receivable or any Contract, excluding , however , (a) Indemnified Amounts to the extent determined by a court of competent jurisdiction to have resulted from gross negligence or willful misconduct on the part of such Indemnified Party, or (b) recourse (except as otherwise specifically provided in this Agreement) for Defaulted Receivables. Without limiting the foregoing, Seller hereby indemnifies each Indemnified Party for Indemnified Amounts arising out of or relating to: (i) the transfer by Seller of any interest in any Receivable other than the transfer of an Asset Interest to Purchaser pursuant to this Agreement and the grant of a security interest to Purchaser pursuant to Section 9.01 ; (ii) any representation or warranty made by Seller, UPAC (individually or as Servicer) or Parent (or any of their officers or Affiliates) under or in connection with any Transaction Document, any Settlement Statement or any other information or report delivered by or on behalf of Seller, UPAC (individually or as Servicer) or Parent pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made; (iii) the failure by Seller or any applicable Originator to comply with any applicable law, rule or regulation with respect to any Pool Receivable or the related Contract, or the nonconformity of any Pool Receivable or the related Contract with any such applicable law, rule or regulation; (iv) the failure to vest and maintain vested in Purchaser an undivided percentage ownership interest, to the extent of the Asset Interest, in the Receivables in, or purporting to be in, the Receivables Pool, free and clear of any Lien, other than a Lien arising solely as a result of an act of Purchaser or the Agent, whether existing at the time of any Purchase or Reinvestment of such Asset Interest or at any time thereafter; (v) the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC or similar laws of any applicable jurisdiction or other applicable laws with respect to any Receivables in, or purporting to be in, the Receivables Pool, whether at the time of any Purchase or Reinvestment or at any time thereafter; (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy) of any Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool (including, without limitation, a defense based on such Receivable's or the related Contract's not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the making of loans or the sale or provision of services related to such Receivable or the furnishing or failure to furnish such loans or services; (vii) any failure of Seller, Parent, Servicer (if UPAC or an Affiliate of UPAC) or any Originator to perform their respective duties or obligations in accordance with the provisions of this Agreement, including, without limitation, Article VIII and Sections 4.02 and 3.07(b) , or any of the other Transaction Documents; (viii) any products liability claim arising out of or in connection with loans, products or services that are the subject of any Pool Receivable; (ix) any tax or governmental fee or charge (but not including taxes upon demand to pay or reimburse Lender for measured by net income), all liabilitiesinterest and penalties thereon or with respect thereto, obligations and all out-of-pocket costs and expenses, including Lender’s expenses and the reasonable fees and expenses of counsel for Lender from time to time arising in connection with defending against the enforcement same, which may arise by reason of the purchase or collection ownership of sums due under this Note or the Credit Agreementany Asset Interest, and in connection with any amendment or modification of such documents or any “work-out” other interest in connection with the Pool Receivables or in any goods which secure any such documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, shareholders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Note or the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheld.Pool Receivables;

General Indemnity. 18.6.1. Borrower agrees upon demand to pay or reimburse Lender for indemnify and hold harmless Administrative Agent, each Lender, the Letter of Credit Issuer, and each of their affiliates and their respective officers, directors, employees, attorneys, representatives, agents, and advisors (each, an “Indemnified Party”) from and against any and all claims, damages, losses, liabilities, obligations and out-of-pocket expensescosts, including Lender’s expenses and reasonable fees and expenses (including, without limitation, reasonable attorneys’ fees) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of counsel for Lender from time to time arising or in connection with the enforcement or collection by reason of sums due under this Note or the Credit Agreement(including, and without limitation, in connection with any amendment investigation, litigation, or modification proceeding or preparation of such documents defense in connection therewith) the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans (including, without limitation, any payments made by Administrative Agent to any Person (other than Borrower) who is a party to any blocked account and/or lockbox agreement, including, without limitation, any indemnity payments by Administrative Agent thereunder), or the manufacture, storage, transportation, release or disposal of any Hazardous Material on, from, over or affecting any of the Collateral or any “workof the assets, properties, or operations of any Covered Person or any predecessor in interest, directly or indirectly, except to the extent such claim, damage, loss, liability, cost, or expense is found in a final, non-out” appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in connection with this Section applies, such documentsindemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees not to assert and agrees that it will not direct any other Covered Person to assert, any claim against any Indemnified Party, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages arising out of or otherwise relating to the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans. Borrower shall indemnifyalso agrees to pay, reimburse indemnify and hold Lenderharmless the Indemnified Parties for, from and against, and each of its respective successorsshall promptly reimburse the Indemnified Parties for, assignsany and all claims, agentsdamages, attorneys, officers, directors, shareholders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expensesexpenses and amounts paid in settlement) incurred, paid or sustained by the Indemnified Parties, or enforcement by Administrative Agent of any of its rights with respect thereto, except to the extent such claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. Each Borrower covenants and agrees to assume liability for and to protect, indemnify and hold harmless the Administrative Agent, each of the Lenders, and the Letter of Credit Issuer from any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses (including without limitation, attorneys’ fees), fines which may be incurred by, imposed or penalties (and other charges asserted against the Administrative Agent, any Lender, or the Letter of Credit Issuer, howsoever arising or incurred because of. out of or in connection with the disbursements of Revolving Loans, Swingline Loans, Interim Floorplan Loans, or Floorplan Loans in accordance with Section 2.10; provided, however, the liability of the Borrowers pursuant to this indemnity shall not extend to any applicable governmental authority) (eachliability, a “Claim”)obligation, directly damage, penalty, claim, cause of action, cost, charge or indirectly relating to expense caused by or arising out of the use gross negligence or willful misconduct of the proceeds Administrative Agent, the Lenders or the Letter of Credit Issuer. Borrower: (i) is obligated to pay any Loan Obligation even if any Collateral is defective or fails to conform to any warranties extended by any third party; (ii) shall not assert against Administrative Agent, any Lender, the Letter of Credit Issuer or any other Indemnified Party any claim or defense Borrower has against any third party; and (iii) indemnify and hold Administrative Agent, any Lender, the Letter of Credit Issuer and any other Indemnified Party harmless against all claims and defenses asserted by any buyer of the Loans Collateral relating to the condition of, or otherwiseany representations regarding, any of the Collateral. Borrower irrevocably waives all rights of offset and counterclaims Borrower may have against Administrative Agent, any Lender, or the Letter of Credit Issuer, except counterclaims arising in cases of Administrative Agent’s, Lender’s or the Letter of Credit Issuer’s gross negligence or willful misconduct. 18.6.2. The obligations of Borrower under this Section 18.6 shall survive the termination of the Commitments, the falsity indefeasible full payment in cash and satisfaction of all of the Loan Obligations, and the release of the Collateral. All amounts, obligations and liabilities referred to in Section 18.6.1 shall be deemed to be a part of the Loan Obligations and shall be paid to Administrative Agent on demand. 18.6.3. To the extent that any representation of the indemnities required from Borrower under this Section are unenforceable because they violate any Law or warranty public policy, Borrower shall pay the maximum amount which it is permitted to pay under applicable Law. 18.6.4. The foregoing indemnification shall not apply to the extent such liabilities and costs are determined to have resulted or been caused, in whole or in part, by the gross negligence or willful misconduct on the part of such Indemnified Party. THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH LIABILITIES AND COSTS ARE IN ANY WAY OR TO ANY EXTENT CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND EXCEPT AS PROVIDED BY THE IMMEDIATELY PRECEDING SENTENCE. 18.6.5. In exchange for, among other things, Administrative Agent’s agreement to make any payments to any Person (other than Borrower or a Covered Person) who is a party to any blocked account, lockbox agreement, bailee letter, landlord waiver or other similar agreement entered into in connection herewith (including any indemnity payments by Administrative Agent thereunder, collectively, “Third Person Reimbursement Agreements”), Borrower hereby indemnifies, releases, discharges and acquits forever Administrative Agent and each Lender and any of their respective officers, directors, servants, agents, employees and attorneys, past, present and future, from any and all claims, demands and causes of action, of whatever nature, whether in contract or tort, accrued or to accrue, contingent or vested, known or unknown, running in favor of Borrower or Borrowerany Covered Person arising out of or relating to such Third Person Reimbursement Agreements, except those arising from Administrative Agent’s failure to comply with the terms of this Note or the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon any Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle gross negligence or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldwillful misconduct.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit Agreement, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall The Operator will indemnify, reimburse defend and hold Lenderthe Authority, Escrow Bank and each of its respective successorsthe Senior Lenders, assignsacting through the Senior Lenders' Representative, agentsharmless against any and all proceedings, attorneysactions and third party claims for any loss, officersdamage, directors, shareholders, servants, agents cost and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly relating to or expense arising out of any breach by the use Operator of any of its obligations under this Agreement or on account of failure of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure Operator to comply with Applicable Laws and Applicable Permits. The Authority will indemnify, defend and hold the, Operator harmless against any and all proceedings, actions and third party claims for any loss, damage, cost and expense arising out of failure of the terms Authority to fulfill any of its obligations under this Note Agreement materially and adversely affecting the performance of the Operator's obligations under the Agreement or this Agreement other than any loss, damage, cost and expense arising out of acts done in discharge of their lawful functions by the Credit AgreementAuthority, its officers, servants and agents. Such indemnities shall continue in full force The Escrow Bank will indemnify, defend and effecthold the Operator harmless against any and all proceedings, notwithstanding actions and third party claims for any loss, damage, cost and expense arising out of failure of the expiration or termination Escrow Bank to fulfill its obligations under this Agreement materially and adversely affecting the performance of this Note. Upon Lender’s written demandthe Operator's obligations under the Agreement other than any loss, Borrower shall assume and diligently conductdamage, at its sole cost and expense, the entire defense arising out of Lender, each of its partners, and each acts done in discharge of their respectivelawful functions by the Escrow Bank, agents, employees, directors, its officers, shareholdersservants and agents. In the event that any Party hereto receives a claim from a third party in respect of which it is entitled to the benefit of an indemnity under Clause 9.1 or in respect of which it is entitled to reimbursement (the “Indemnified Party”), successors it shall notify the other Party responsible for indemnifying such claim hereunder (the “Indemnifying Party”) within 15 (fifteen) Days of receipt of the claim and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender pay the claim without first obtaining Lender’s written consent theretothe prior approval of the Indemnifying Party, which consent approval shall not be unreasonably withheldwithheld or delayed. In the event that the Indemnifying Party wishes to contest or dispute the claim, it may conduct the proceedings in the name of the Indemnified Party and shall bear all costs involved in contesting the same. The Indemnified Party shall provide all cooperation and assistance in contesting any claim and shall sign all such writings and documents as the Indemnifying Party may reasonably require.

General Indemnity. Borrower agrees upon demand to pay The Borrowers shall indemnify the Lenders and the Agent and hold them harmless from any liability, loss or reimburse Lender for damage resulting from the violation by the Borrowers of Section 2.5 and from and against all liabilitieslosses, obligations costs and out-of-pocket expenses, including Lender’s expenses and reasonable fees and expenses incurred in liquidating or employing deposits from third parties acquired or arranged, or in terminating or unwinding any contract entered into, or order to effect or fund the whole or any part of counsel for any drawing or any overdue amount hereunder incurred by any Lender from time to time arising in connection with the enforcement as a consequence of any Default or collection Event of sums due under this Note Default or the Credit Agreementrepayment of any amount due hereunder other than at the expiration of an Interest Period. In addition, the Borrowers shall indemnify each Lender, the Agent, each of the Lenders’ or the Agent’s directors, officers and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnify, reimburse and hold Lenderemployees, and each Person, if any, who controls any Lender or the Agent (each Lender, the Agent and each of its respective successors, assigns, agents, attorneyssuch directors, officers, directors, shareholders, servants, agents employees and employees (each control Persons is referred to as an “Indemnified PersonParty”) and hold each of them harmless from and against any and all liabilities, lossesclaims, damages, actions, suits, demands, claims of any kind liabilities and nature reasonable expenses (including claims relating reasonable fees of and disbursements to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they counsel with whom any Indemnified Party may be incurred or suffered by such Indemnified Person consult in connection therewith and all reasonable expenses of litigation or preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party in connection with (including reasonable attorneys’ fees and expenses), fines a) the Indemnified Party’s compliance with or penalties (and other charges contest of any applicable governmental authoritysubpoena or other process issued against it in any proceeding involving any Borrower or any Subsidiary, or any of their Affiliates, (b) any litigation or investigation involving any Borrower, any Subsidiary or any of their Affiliates, or any officer, director or employee thereof, (eachc) the existence or exercise of any security rights with respect to any collateral for the Credit Obligations in accordance with the Credit Documents, a “Claim”)or (d) this Agreement, directly any other Credit Document or indirectly relating to any transaction contemplated hereby or arising out of thereby, including the use he application of the proceeds of any of the Loans made hereunder or otherwiseof the payment or any presentation under any of the Letters of Credit issued hereunder; provided, however, that the falsity foregoing indemnity shall not apply to litigation commenced by the Borrowers against the Lenders or the Agent which seeks enforcement of any representation of the rights of the Borrowers hereunder or warranty of Borrower or Borrower’s failure under any other Credit Document and is determined adversely to comply with the terms of this Note Lenders or the Credit Agreement. Such indemnities shall continue Agent in full force a final nonappealable judgment or to the extent such claims, damages, liabilities and effect, notwithstanding the expiration or termination of this Note. Upon expenses result from a Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, or the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle Agent’s gross negligence or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldwillful misconduct.

General Indemnity. Borrower agrees upon demand In addition to pay or the Company’s agreement to reimburse Lender CIT for all liabilities, obligations and outOut-of-pocket expensesPocket Expenses, including Lender’s expenses but without duplication, the Company hereby agrees to indemnify CIT and reasonable fees its officers, directors, employees, attorneys and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit Agreementagents (each, an “Indemnified Party”) from, and to defend and hold each Indemnified Party harmless against, any and all losses, liabilities, obligations, claims, actions, judgments, suits, damages, penalties, costs, fees, expenses (including reasonable attorney’s fees) of any kind or nature which at any time may be imposed on, incurred by, or asserted against, any Indemnified Party: (a) as a result of CIT’s exercise of (or failure to exercise) any of CIT’s rights and remedies hereunder, including, without limitation, (i) any sale or transfer of the Collateral, (ii) the preservation, repair, maintenance, preparation for sale or securing of any Collateral, and (iii) the defense of CIT’s interests in the Collateral (including the defense of claims brought by the Company, as a debtor-in-possession or otherwise, any secured or unsecured creditors of the Company, or any trustee or receiver in bankruptcy); (b) as a result of any environmental pollution, hazardous material or environmental clean-up relating to the Real Estate, the Company’s operation and use of the Real Estate, and the Company’s off-site disposal practices; (c) arising from or relating to (i) the maintenance and operation of any Depository Account, (ii) any Depository Account Control Agreements and (iii) any action taken (or failure to act) by any Indemnified Party with respect thereto; (d) in connection with any amendment regulatory investigation or modification of such documents proceeding by any regulatory authority or any “work-out” in connection with such documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, shareholders, servants, agents and employees agency having jurisdiction over the Company; and (each an “Indemnified Person”e) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly otherwise relating to or arising out of the use transactions contemplated by this Financing Agreement and the other Loan Documents, or any action taken (or failure to act) by any Indemnified Party with respect thereto; provided that an Indemnified Party’s conduct in connection with the any of the proceeds foregoing matters does not constitute gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction. This indemnification shall survive the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Note or the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this NoteFinancing Agreement and the payment and satisfaction of the Obligations. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, CIT may from time to time establish Availability Reserves with respect to this indemnity as CIT may deem advisable in the entire defense of Lender, each exercise of its partnersreasonable business judgment, and each upon termination of their respectivethis Financing Agreement, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in CIT may hold such reserves as cash reserves as security for this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldindemnity.

General Indemnity. The Borrower agrees upon demand to pay or reimburse shall indemnify the Administrative Agent (and any sub- agent thereof) and each Lender, each Swap Lender, each Cash Management Lender, each Creditcard Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s expenses and reasonable fees and expenses each Related Party of counsel for Lender from time to time arising in connection with any of the enforcement or collection of sums due under this Note or the Credit Agreementforegoing Persons (each such Person being called an "Indemnitee") against, and in connection with hold each Indemnitee harmless from, any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnifyand all losses, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, shareholders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, lossesclaims, damages, actionsliabilities and related expenses (including the fees, suits, demands, claims charges and disbursements of any kind and nature counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including claims relating to environmental dischargethe Borrower or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith with, or as a result of (including reasonable attorneys’ fees and expenses)i) the execution or delivery of this Agreement, fines any other Loan Document or penalties (and other charges any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of any applicable governmental authority) (each, a “Claim”), directly their respective obligations hereunder or indirectly relating to thereunder or arising out the consummation of the transactions contemplated hereby or thereby, (ii) any Accommodation or the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the Loans foregoing, whether based on contract, tort or otherwiseany other theory, whether brought by a third party or by the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Note or the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partnersany other Loan Party, and each regardless of their respectivewhether any Indemnitee is a party thereto; provided that such indemnity shall not, agentsas to any Indemnitee, employeesbe available to the extent that such losses, directorsclaims, officersdamages, shareholdersliabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or (у) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder or under any other Loan Document, successors if the Borrower or such Loan Party has obtained a final and assigns against any indemnified Claim described nonappealable judgment in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldits favor on such claim as determined by a court of competent jurisdiction.

General Indemnity. Borrower Subject to Section 8.3, from and after the Effective Date: (a) The Seller hereby agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit Agreement, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnify, reimburse defend and hold Lenderharmless the Buyer and its Affiliates and its and their directors, and each of its respective successorsmanagers, assigns, agents, attorneystrustees, officers, directors, shareholders, servants, agents and employees (each an the “Buyer Indemnified PersonParties”) harmless from from, against and against in respect of all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup Losses suffered or compliance), all costs and expenses whatsoever incurred by the Buyer Indemnified Parties to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly relating to or arising out of the use or resulting from (i) any breach of any of the proceeds representations or warranties (in each case, when made) of the Loans Seller in this Agreement or otherwise, any other Transaction Document (including the falsity Bill of Sale) and (ii) any breach of any representation of the covenants or warranty agreements of Borrower the Seller in this Agreement or Borrower’s failure any other Transaction Document (including the Bill of Sale); provided that the foregoing shall exclude any indemnification to comply with any Buyer Indemnified Party to the terms extent resulting from the gross negligence, willful misconduct, or fraud of this Note or any Buyer Indemnified Party. (b) The Buyer hereby agrees to indemnify, defend and hold harmless the Credit Agreement. Such indemnities shall continue in full force Seller and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume its Affiliates and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholdersagents and employees (the “Seller Indemnified Parties”) from, successors against and assigns against in respect of all Losses suffered or incurred by the Seller Indemnified Parties to the extent arising out of or resulting from (i) any indemnified Claim described or breach of any of the representations or warranties (in each case, when made) of the Buyer in this Section. Borrower Agreement or any other Transaction Document (including the Bill of Sale) or (ii) any breach of any of the covenants or agreements of the Buyer in this Agreement or any other Transaction Document (including the Bill of Sale); provided that the foregoing shall not settle exclude any indemnification to any Seller Indemnified Party to the extent resulting from the gross negligence, willful misconduct, or compromise fraud of any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldSeller Indemnified Party.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilitiesEach Lease is a net lease. Therefore, obligations and out-of-pocket expensesLessee shall indemnify Lessor, including LenderLessor’s expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit Agreement, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnify, reimburse and hold Lender, affiliates and each of its respective successors, Lessor’s and Lessor’s affiliates’ successors and assigns, and all such parties’ respective agents, attorneys, officers, directors, shareholdersmembers, servantsmanagers, agents employees and employees affiliates (each an “Indemnified PersonIndemnitee”) against, and hold each such Indemnitee harmless from and against any and all liabilitiesClaims (other than such as may result solely from the bad faith, lossesgross negligence or willful misconduct of such Indemnitee or the material breach of such Indemnitee’s obligations under this Agreement as determined by a court of competent jurisdiction in a final, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup non-appealable judgment or complianceorder), all costs and expenses whatsoever to the extent they including Claims that may be imposed on, incurred by or suffered by such Indemnified Person asserted against an Indemnitee in connection therewith (including reasonable attorneys’ fees and expenses), fines or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly matter relating to or arising out of (i) this Agreement, any Schedule or any Lease Document; (ii) the use Equipment, including the ordering, acquisition, delivery, installation or rejection of the proceeds Equipment, the possession, maintenance, use, condition, ownership or operation of any item of Equipment, and by whomsoever owned, used or operated, during the term of any Lease hereunder with respect to that item of Equipment, the existence of latent and other defects (whether or not discoverable by Lessor or Lessee); (iii) any claim in tort for negligence or strict liability, any claim for patent, trademark or copyright infringement, any claim for the loss, damage, destruction, removal, return, surrender, sale or other disposition of the Loans Equipment or otherwise, the falsity of any item thereof; (iv) any misrepresentation or inaccuracy in any representation or warranty by any Lease Party in any Lease Document; (v) any breach or failure by any Lease Party to pay or perform its obligations under the Lease Documents applicable to such Lease Party; or (vi) any other act, event, or transaction related, contemplated in or attendant to any of Borrower the foregoing, whether or Borrower’s failure not such Indemnitee initiated such investigation, litigation or other proceeding or is a party thereto an without regard to comply legal theory, including pursuant to applicable law, common law, equity, contract, tort, or otherwise (collectively, “Indemnified Matters”) by paying (on an after-tax basis) or otherwise discharging same, when and as such Claims shall become due, or any part thereof. It is the express intention of both Lessor and ▇▇▇▇▇▇ that the indemnity provided for in this section includes the agreement by Lessee to indemnify the Indemnitees from the consequences of such Indemnitees’ own simple negligence, whether that negligence is the sole or concurring cause of the Claims, and to further indemnify such Indemnitees with respect to Claims for which the terms Indemnitees are strictly liable other than to the extent such strict liability was the result of bad faith, gross negligence or willful misconduct of such Indemnitee or a material breach by such Indemnitee of its obligations under this Agreement as determined by a court of competent jurisdiction in a final, non-appealable judgment or order. Lessor or the Indemnitee affected thereby, shall give Lessee prompt notice of any Claim hereby indemnified against and ▇▇▇▇▇▇ shall be entitled to control the defense thereof, so long as no payment default, bankruptcy or insolvency default or Event of Default has occurred and is then continuing and such Claim does not involve the possibility of criminal sanctions on any Indemnitee. For the purposes of this Note Agreement, the term “Claims” shall mean all claims, allegations, ▇▇▇▇▇, judgments, good faith settlements entered into, suits, actions, debts, obligations, damages (whether incidental, consequential or direct), demands (for compensation, indemnification, reimbursement or otherwise), losses, penalties, fines, liabilities (including strict liability) or charges related to or arising out of or in connection with this Agreement, any Schedule, any other Lease Document, any Equipment or any interest in any of the Credit Agreementforegoing that any Indemnitee has incurred or for which it is responsible, and all out-of-pocket costs (including all attorneys’ fees and disbursements and any other out-of-pocket legal or non-legal expenses of investigation or defense of any Claim, whether or not such Claim is ultimately defeated or incurred in enforcing the rights, remedies or indemnities provided for hereunder, or otherwise available at law or equity to Lessor), of whatever kind or nature, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable, by or against any person relating to or arising out of an Indemnified Matter. Such indemnities For the avoidance of doubt, this indemnity is not limited to claims by third parties. The provisions of this Section with regard to matters arising during a Lease Term shall continue in full force and effect, notwithstanding survive the expiration or termination of such Lease. Lessor and Lessee agree that, to the extent permittable under applicable law, in no event will any Indemnitee or Lessee or any of their respective affiliates have any liability to the other for any special, punitive, indirect or consequential damages relating to this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each Agreement or any Schedule or Lease or arising out of its partners, and each of or their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described activities in this Section. Borrower connection herewith or therewith; provided that the foregoing shall not settle relieve Lessee of its obligation to indemnify an Indemnitee for any claims for special, punitive, indirect or compromise any Claim consequential damages brought against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldsuch Indemnitee by a third party in connection with an Indemnified Matter.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities13.1 Each party shall defend, obligations and out-of-pocket expenses, including Lender’s expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit Agreement, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnify, reimburse indemnify and hold Lenderharmless the other, its corporate affiliates and each of its their respective successors, assigns, agents, attorneys, officers, directors, shareholdersemployees, servants, and agents and employees (each an “Indemnified Person”) harmless their respective Cisco Systems, Inc. - Proprietary and Confidential Velocita Communications Agreement 12 successors and assigns from and against any and all liabilitiesclaims, losses, liabilities, damages, actionsand expenses (including, suitswithout limitation, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliancereasonable attorneys' fees), all costs and expenses whatsoever to the extent they may be incurred including without limitation, those based on contract or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses)tort, fines or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly relating to or arising out of or in connection with a claim, suit or proceeding brought by a third party based upon bodily injury (including death) or damage to tangible personal property (not including lost or damaged data) arising from the use negligent or intentional acts or omissions of the proceeds of the Loans indemnifying party or otherwiseits subcontractors, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Note or the Credit Agreement. Such indemnities shall continue in full force and effectofficers, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agentsdirectors, employees, directors, officers, shareholdersagents, successors and assigns of any of them. In the event that the indemnified party's or a third party's negligent or intentional acts or omissions contributed to cause the injury or damage for which a claim of indemnity is being asserted against the indemnifying party hereunder, the damages and expenses (including, without limitation, reasonable attorneys' fees) shall be allocated or reallocated, as the case may be, between the indemnified party, the indemnifying party and any other party bearing responsibility in such proportion as appropriately reflects the relative fault of such parties, or their subcontractors, or the officers, directors, employees, agents, successors and assigns of any of them, and the liability of the indemnifying party shall be proportionately reduced. 13.2 The foregoing indemnification obligations are conditioned upon the indemnified Claim described party, cooperating with, assisting and providing information to, the indemnifying party as reasonably required, and granting the indemnifying party the exclusive right to defend or settle such claim, suit or proceeding. The indemnified party shall promptly notify the indemnifying party in writing of the claim, suit or proceeding for which the indemnifying party is obligated to provide indemnification under this Section. Borrower , provided that failure of the indemnified party to provide timely notice hereunder shall not settle or compromise affect rights of indemnification hereunder, except to the extent that the indemnifying party is detrimentally prejudiced thereby. No indemnifying party may enter into any Claim against or involving Lender settlement of a claim for which it is providing indemnification hereunder to the extent that it would have a material adverse effect on the indemnified party without first obtaining Lender’s the prior written consent theretoapproval of the indemnified party, which consent approval shall not be unreasonably withheld.

General Indemnity. The Borrower agrees upon demand to pay or reimburse hereby covenants with each Agent and each Lender for that it shall at all liabilities, obligations times hereafter keep the Agent and out-of-pocket expenses, including Lender’s expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit Agreement, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnify, reimburse and hold Lender, their respective affiliates and each of its respective successors, assigns, agents, attorneystheir directors, officers, directorsemployees and agents (each, shareholders, servants, agents and employees (each an “Indemnified PersonParty”) indemnified and held harmless from and against all liabilitiessuits (whether founded or unfounded), actions, proceedings, judgments, demands or claims instituted or made against such Indemnified Party, and all costs, losses, damagesliabilities, actionsdamages and expenses (including all fees and expenses of counsel) incurred by such Indemnified Party in any way relating to, suitsarising out of, demands, claims or incidental to any Environmental Laws or any default by any Loan Party under any provision of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever of the Loan Documents except to the extent they any of the foregoing result directly from the gross negligence or willful misconduct of such Indemnified Party. In case any proceeding shall be instituted involving any person in respect of which indemnity may be incurred or suffered by sought pursuant to this Section 10.6, the applicable Indemnified Party shall promptly notify the Borrower in writing (but failure to do so shall not relieve the Borrower from any liability which it may have pursuant to this Section 10.6) and the Borrower, upon request of the Indemnified Party, shall retain counsel satisfactory to the Indemnified Party, acting reasonably, to represent the Indemnified Party and any others the Borrower may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person Party unless: (a) the Borrower and the Indemnified Party shall have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding include the Borrower and the Indemnified Party and any other parties in connection therewith (including respect of which the Borrower has provided a similar indemnity and representation of such parties by the same counsel, in the reasonable attorneys’ fees and expenses)judgment of such Indemnified Party, fines would be inappropriate due to actual or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Note or the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldpotential differing interests between them.

General Indemnity. In addition to the Borrower’s other Obligations under this Agreement, the Borrower agrees upon demand to pay or reimburse Lender for all liabilitiesdefend, obligations and out-of-pocket expensesprotect, including Lender’s expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit Agreement, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnify, reimburse indemnify and hold harmless, each Lender, the Administrative Agent, the Collateral Agent, and each of its their affiliates and each of the respective successors, assigns, agents, attorneys, officers, directors, shareholdersmembers, servantspartners, agents employees, agents, advisors, attorneys and employees representatives of each, in its capacity as such, including without limitation all Lender-Related Persons and Agent-Related Persons (each each, an “Indemnified PersonParty”) harmless ), from and against any and all liabilitiesclaims, damages, losses, damagesliabilities, actionsand expenses (including, suitswithout limitation, demands, claims reasonable fees and disbursements of any kind and nature (including claims relating to environmental discharge, cleanup or compliancecounsel), all costs and expenses whatsoever to the extent they joint or several, that may be incurred by or suffered by such asserted or awarded against any Indemnified Person Party (including, without limitation, in connection therewith (including reasonable attorneys’ fees and expenseswith or relating to any investigation, litigation or proceeding or the preparation of any defense in connection therewith), fines or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly relating to or in each case arising out of or by reason of the Facility, this Agreement or the other Loan Documents or any of the transactions contemplated hereby or thereby, or any actual or proposed use of the proceeds of the Loans Facility (collectively, the “Indemnified Matters”), except to the extent such claim, damage, loss, liability or expense is found in a final judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence, willful misconduct or bad faith. In the case of an investigation, litigation or other proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or any Guarantor, any of their respective directors, security holders or creditors, an Indemnified Party or any other person, or an Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby or by the other Loan Documents are consummated. The Borrower further agrees, on its own behalf and on behalf of each Guarantor, that no Indemnified Party shall have any liability (whether direct or indirect, in contract, tort, or otherwise) to the Borrower or any Guarantor for or by reason of the transactions contemplated hereby or by the other Loan Documents, except for direct damages (as opposed to special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings)) determined in a final judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence, willful misconduct or bad faith. To the extent that the undertaking to indemnify, pay and hold harmless set forth in this Section 11.14(a) may be unenforceable because it is violative of any law or public policy, the falsity Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Matters incurred by any representation or warranty Indemnified Party. This Indemnity shall survive the repayment of Borrower or Borrower’s failure to comply with the terms of this Note or Obligations, the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume the Total Commitment and diligently conduct, at its sole cost and expense, the entire defense discharge of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldthe Liens granted under the Loan Documents.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilitiesEach Loan Party shall, obligations jointly and out-of-pocket expensesseverally, including Lender’s expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit Agreementpay, indemnify, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnify, reimburse hold Agent and hold each Lender, and each of its respective successorstheir Related Parties (each, assigns, agents, attorneys, officers, directors, shareholders, servants, agents and employees (each an “Indemnified Person”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, demandscosts, claims charges, claims, expenses or disbursements (including without limitations reasonable attorney’s fees and settlement costs) of any kind or nature whatsoever arising out of, with respect to, or as a result of (i) the execution, delivery, enforcement, performance and nature administration of this Agreement and any other Loan Documents or the transactions contemplated hereby and thereby, (ii) any actual or alleged presence or Release of Hazardous Materials on or from any Real Property currently owned or operated by any Loan Party or any of its Subsidiaries, or any Environmental Claim or Environmental Liability related in any way to any Loan Party or any of its Subsidiaries, and (iii) with respect to any investigation, litigation or proceeding (including claims any case, action or proceeding before any court or other Governmental Authority relating to environmental dischargebankruptcy, cleanup reorganization, insolvency, liquidation, dissolution or compliance), all costs and expenses whatsoever relief of debtors or any appellate proceeding) related to this Agreement or the extent they may be incurred Term Loan or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines the use or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly relating to or arising out of the proposed use of the proceeds of thereof, whether or not any Indemnified Person is a party thereto, including the Loans or otherwiseBankruptcy Cases (all the foregoing, collectively, the falsity “Indemnified Liabilities”); provided, that Borrower shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities arising from solely the gross negligence or willful misconduct of any representation or warranty such Indemnified Person as determined by a court of Borrower or Borrower’s failure to comply with the terms competent jurisdiction in a final, non-appealable judgment. Paragraph (a) of this Note or the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower Section shall not settle or compromise apply with respect to Taxes other than any Claim against or involving Lender without first obtaining Lender’s written consent theretoTaxes that represent losses, which consent shall not be unreasonably withheldclaims, damages, etc. arising from any non-Tax claim.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with Owner (the enforcement or collection of sums due under this Note or the Credit Agreement, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower "Indemnifying Party") shall indemnify, reimburse indemnify and hold LenderManager, and each of its respective successors, assigns, agents, attorneys, officers, directors, shareholders, servants, employees and agents and employees (each an “the "Indemnified Person”Party") harmless from and against all liabilitiesliability, lossesclaims, loss, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (expense, including reasonable attorneys’ ' fees and expenses), fines and fees and expenses of experts, arising out of or penalties (resulting from this Agreement and/or the performance by the Indemnified Party of its obligations and other charges of responsibilities hereunder, except that Indemnifying Party shall have no obligation to indemnify the Indemnified Party from and against any applicable governmental authority) (eachliability, a “Claim”)claims, directly loss, damages, costs or indirectly relating to or expenses arising out of the use gross negligence or willful misconduct of the proceeds Indemnified Party. In the event the Indemnified Party is alleged to be liable to any person or entity on account of this Agreement or of alleged acts or omissions, or both, of the Loans Indemnifying Party or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Note or the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respectiveemployees, agents, employeesand consultants, directorsthe Indemnifying Party shall defend the Indemnified Party against such allegations through counsel acceptable to the Indemnified Party, officersand the Indemnifying Party shall bear all costs, shareholdersfees and expenses of such defense, successors including but not limited to, all attorneys' fees and assigns against expenses, court costs, and expert witness fees and expenses, and any indemnified Claim described in this Sectionresulting settlement, judgment, or award. Borrower This duty to indemnify and defend the Indemnified Party shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent theretoextend to, which consent shall but not be unreasonably withheldlimited to, claims for bodily injury (including death), for damage to or loss of property, and for environmental damage and liabilities, incurred or sustained by the Indemnified Party or any third person. Should the Indemnifying Party fail to perform its duties to defend and indemnify the Indemnified Party as required herein, The Indemnified Party may defend or settle such claims as it deems prudent, in the exercise of reasonable judgment, and the Indemnifying Party agrees to be bound by any such defense, settlement, judgment, or award that may result from such action by the Indemnified Party.

General Indemnity. Borrower agrees upon demand In addition to pay or reimburse Lender for all liabilitiesthe payment of expenses pursuant to Section 8.2, obligations Company and out-of-pocket expensesthe Guarantors, including Lender’s expenses jointly and reasonable fees and expenses of counsel for Lender from time severally, hereby agree to time arising in connection with the enforcement or collection of sums due under this Note or the Credit Agreement, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnify, reimburse pay and hold Lenderthe Collateral Agent, and each of its respective successorsthe Creditors and any holder(s) of the Loans or Private Notes, assigns, agents, attorneys, and the officers, directors, shareholders, servantsemployees, agents and employees affiliates of the Collateral Agent, each of the Creditors and such holder(s) (each an “Indemnified Person”collectively, the "Indemnitees") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, demandsclaims, claims costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and nature (including claims relating to environmental dischargedisbursements of counsel for such Indemnitees in connection with any investigative, cleanup administrative or compliancejudicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), all costs and expenses whatsoever to the extent they that may be imposed on, incurred by or suffered by such Indemnified Person asserted against the Indemnitees, in connection therewith (including reasonable attorneys’ fees and expenses), fines or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly manner relating to or arising out of the use this Agreement, any of the proceeds other Credit Documents or any other agreement, document or instrument executed and delivered by Company in connection herewith or therewith, (collectively, the "indemnified liabilities"); provided that Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities arising from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final nonappealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Company and the Guarantors shall contribute the maximum portion that they are permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them. The provisions of the Loans or otherwise, undertakings and indemnification set out in this Section 8.3 shall survive the falsity satisfaction and payment of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Note or Company's Obligations and Guarantor Obligations arising from the Credit Agreement. Such indemnities shall continue in full force Documents and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldAgreement.

General Indemnity. Borrower Subject to Section 7.3, from and after the Closing: (a) The Seller hereby agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit Agreement, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnify, reimburse defend and hold Lenderharmless each Buyer and its Affiliates and its and their directors, and each of its respective successorsmanagers, assigns, agents, attorneystrustees, officers, directors, shareholders, servants, agents and employees (each an the “Buyer Indemnified PersonParties”) harmless from from, against and against in respect of all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup Losses suffered or compliance), all costs and expenses whatsoever incurred by the Buyer Indemnified Parties to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly relating to or arising out of the use or resulting from (i) any breach of any of the proceeds representations or warranties (in each case, when made) of the Loans or otherwise, the falsity Seller in this Agreement and (ii) any breach of any representation of the covenants or warranty agreements of Borrower the Seller in this Agreement; provided, however, that the foregoing shall exclude any indemnification to any Buyer Indemnified Party (A) that results from the gross negligence, willful misconduct or Borrower’s failure fraud of such Buyer Indemnified Party or (B) to comply with the extent resulting from acts or omissions of the Seller or any of its Affiliates based upon written instructions from such Buyer Indemnified Party (unless the Seller or any of its Affiliates is otherwise liable for such Losses pursuant to the terms of this Note or Agreement); and (b) Each Buyer, severally and not jointly, hereby agrees to indemnify, defend and hold harmless the Credit Agreement. Such indemnities shall continue in full force Seller and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume its Affiliates and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholdersagents and employees (“Seller Indemnified Parties”) from, successors against and assigns against in respect of all Losses suffered or incurred by the Seller Indemnified Parties to the extent arising out of or resulting from (i) any indemnified Claim described breach of any of the representations or warranties (in each case, when made) of such Buyer in this Section. Borrower Agreement and (ii) any breach of any of the covenants or agreements of such Buyer in this Agreement; provided, however, that the foregoing shall not settle exclude any indemnification to any Seller Indemnified Party (A) that results from the gross negligence, willful misconduct or compromise fraud of any Claim against Seller Indemnified Party or involving Lender without first obtaining Lender’s (B) to the extent resulting from acts or omissions of any Buyer or any of their respective Affiliates based upon written consent thereto, which consent shall not be unreasonably withheldinstructions from any Seller Indemnified Party (unless such Buyer is otherwise liable for such Losses pursuant to the terms of this Agreement).

General Indemnity. Borrower Reseller agrees upon demand to pay or reimburse Lender for indemnify and hold harmless each Administrative Agent, each Lender, Letter of Credit Issuer, and each of their Affiliates and their respective officers, directors, employees, attorneys, representatives, agents, and advisors (each, an “INDEMNIFIED PARTY”) from and against any and all claims, damages, losses, liabilities, obligations and out-of-pocket expensescosts, including Lender’s expenses and reasonable fees and expenses (including reasonable attorneys’ fees) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of counsel for Lender from time to time arising or in connection with the enforcement or collection by reason of sums due under this Note or the Credit Agreement, and (including in connection with any amendment investigation, litigation, or modification proceeding or preparation of such documents defense in connection therewith) the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans (including any payments made by Administrative Agents to any Person (other than Reseller) who is a party to any blocked account or lockbox agreement, including any indemnity payments by Administrative Agents thereunder), or the manufacture, storage, transportation, release or disposal of any Hazardous Material on, from, over or affecting any of the Collateral or any “workof the assets, properties, or operations of any Covered Person or any predecessor in interest, directly or indirectly, except to the extent such claim, damage, loss, liability, cost, or expense is found in a final, non-out” appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in connection with this Section applies, such documentsindemnity shall be effective whether or not such investigation, litigation or proceeding is brought by Reseller, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Borrower shall indemnifyReseller agrees not to assert and agrees that it will not direct any other Covered Person to assert any claim against any Indemnified Party, reimburse on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans. Reseller also agrees to pay, indemnify and hold Lenderharmless the Indemnified Parties for, from and against, and each of its respective successorsshall promptly reimburse the Indemnified Parties for, assignsany and all claims, agentsdamages, attorneys, officers, directors, shareholders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expensesexpenses and amounts paid in settlement) incurred, paid or sustained by the Indemnified Parties, or enforcement by Administrative Agents of any of their rights with respect thereto, except to the extent such claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. Reseller shall pay, indemnify and hold harmless the Indemnified Parties for, from and against, and shall promptly reimburse the Indemnified Parties for, any and all claims, damages, liabilities, losses, costs and expenses (including reasonable attorneys’ fees and expenses and amounts paid in settlement) incurred, paid or sustained by the Indemnified Parties, arising out of or relating to the enforcement by Administrative Agents of any of their rights with respect thereto. Reseller covenants and agrees to assume liability for and to protect, indemnify and hold harmless Administrative Agents, Letter of Credit Issuer and each of Lenders from any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses (including attorneys’ fees), fines which may be incurred by, imposed or penalties (and other charges asserted against Administrative Agent, Letter of Credit Issuer, or any applicable governmental authority) (eachLender, a “Claim”)howsoever arising or incurred because of, directly out of or indirectly relating in connection with the disbursements of Revolving Loans, Swingline Loans, Interim Floorplan Loans, or Floorplan Loans; provided, however, the liability of Reseller pursuant to this indemnity shall not extend to any liability, obligation, damage, penalty, claim, cause of action, cost, charge or expense caused by or arising out of the use gross negligence or willful misconduct of Administrative Agents, Letter of Credit Issuer, or Lenders. Reseller: (a) are obligated to pay any Loan Obligation even if any Collateral is defective or fails to conform to any warranties extended by any third party; (b) shall not assert against Administrative Agents, Letter of Credit Issuer, any Lender or any other Indemnified Party any claim or defense Reseller has against any third party; and (c) indemnify and hold Administrative Agents, Letter of Credit Issuer, any Lender and any other Indemnified Party harmless against all claims and defenses asserted by any buyer of the proceeds Collateral relating to the condition of, or any representations regarding, any of the Loans Collateral. Reseller irrevocably waives all rights of offset and counterclaims it may have against Administrative Agents, Letter of Credit Issuer, or otherwiseany Lender except counterclaims arising in the case of Administrative Agents’, the falsity Letter of Credit Issuer’s or any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Note or the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle willful misconduct or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldgross negligence.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit Agreement, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall The Concessionaire will indemnify, reimburse defend, save and hold Lenderharmless the Authority and its officers, and each of its respective successors, assignsservants, agents, attorneysGovernment Instrumentalities and Government owned and/or controlled entities/enterprises, officers, directors, shareholders, servants, agents and employees (each an the “Authority Indemnified PersonPersons”) or any and all suits, proceedings, actions, demands and claims from third parties for any loss, damage, cost and expense of whatever kind and nature, whether arising out of any breach by the Concessionaire of any of its obligations under this Agreement or any related agreement or on account of any defect or deficiency in the provision of services by the Concessionaire or from any negligence of the Concessionaire under contract or tort or on any other ground whatsoever, except to the extent that any such suits, proceedings, actions, demands and claims have arisen due to any negligent act or omission, or breach or default of this Agreement on the part of the Authority Indemnified Persons. The Authority will indemnify, defend, save and hold harmless the Concessionaire against defect in title and/or the rights of the Concessionaire in the land comprised in the Site, and/or any and all suits, proceedings, actions, demands and claims from third parties for any loss, damage, cost and expense of whatever kind and nature arising out of breach by the Authority of any of its obligations under this Agreement or any related agreement, which materially and adversely affect the performance by the Concessionaire of its obligations under this Agreement, save and except that where any such claim, suit, proceeding, action, and/or demand has arisen due to a negligent act or omission, or breach of any of its obligations under any provision of this Agreement or any related agreement and/or breach of its statutory duty on the part of the Concessionaire, its subsidiaries, affiliates, contractors, servants or agents, the same shall be the liability of the Concessionaire. Indemnity by the Concessionaire Without limiting the generality of Clause 24.1, the Concessionaire shall fully indemnify, hold harmless and defend the Authority and the Authority Indemnified Persons from and against any and all liabilitiesloss and/or damages arising out of or with respect to: failure of the Concessionaire to comply with Applicable Laws and Applicable Permits; payment of taxes, losseslevies, damagesfees and any other statutory dues required to be made by the Concessionaire in respect of the income or other taxes of the Concessionaire‟s contractors, suppliers and representatives; or non-payment of amounts due as a result of materials or services furnished to the Concessionaire or any of its contractors which are payable by the Concessionaire or any of its contractors. Without limiting the generality of the provisions of this Article 24, the Concessionaire shall fully indemnify, hold harmless and defend the Authority Indemnified Persons from and against any and all suits, proceedings, actions, suitsclaims, demands, liabilities and damages which the Authority Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any kind and nature (including claims relating domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to environmental dischargeany materials, cleanup information, design or compliance), all costs and expenses whatsoever process used by the Concessionaire or by the Concessionaire‟s Contractors in performing the Concessionaire‟s obligations or in any way incorporated in or related to the extent they may be incurred Project. If in any such suit, action, claim or suffered proceedings, a temporary restraint order or preliminary injunction is granted, the Concessionaire shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the revocation or suspension of the injunction or restraint order. If, in any such Indemnified Person in connection therewith (including suit, action, claim or proceedings, the Project, or any part thereof or comprised therein, is held to constitute an infringement and its use is permanently enjoined, the Concessionaire shall promptly make every reasonable attorneys’ fees effort to secure for the Authority a licence, at no cost to the Authority, authorising continued use of the infringing work. If the Concessionaire is unable to secure such licence within a reasonable time, the Concessionaire shall, at its own expense, and expenses)without impairing the Specifications and Standards, fines either replace the affected work, or penalties (and other charges part, or process thereof with non-infringing work or part or process, or modify the same so that it becomes non-infringing. The Concessionaire shall indemnify the Authority against all claims whatsoever arising out of any applicable governmental authority) (each, a “Claim”), Statute/Law in force in respect of the personnel engaged by him directly or indirectly relating for the Project. Notice and contest of claims In the event that either Party receives a claim or demand from a third party in respect of which it is entitled to the benefit of an indemnity under this Article 24 (the “Indemnified Party”) it shall notify the other Party (the “Indemnifying Party”) within 15 (fifteen) days of receipt of the claim or demand and shall not settle or pay the claim without the prior approval of the Indemnifying Party, which approval shall not be unreasonably withheld or delayed. In the event that the Indemnifying Party wishes to contest or dispute the claim or demand, it may conduct the proceedings in the name of the Indemnified Party, subject to the Indemnified Party being secured against any costs involved, to its reasonable satisfaction. Defence of Claims The Indemnified Party shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such Party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder, and reasonable costs and expenses thereof shall be indemnified by the use Indemnifying Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party in respect of loss to the proceeds of the Loans or otherwisefull extent provided by this Article 24, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Note or the Credit Agreement. Such indemnities Indemnifying Party shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conductbe entitled, at its sole option, to assume and control the defence of such claim, action, suit or proceeding, liabilities, payments and obligations at its expense and through the counsel of its choice; provided it gives prompt notice of its intention to do so to the Indemnified Party and reimburses the Indemnified Party for the reasonable cost and expense, expenses incurred by the entire defense Indemnified Party prior to the assumption by the Indemnifying Party of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Sectionsuch defence. Borrower The Indemnifying Party shall not be entitled to settle or compromise any Claim against claim, demand, action, suit or involving Lender proceeding without first obtaining Lender’s the prior written consent theretoof the Indemnified Party, unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure the loss to be indemnified hereunder to the extent so compromised or settled. If the Indemnifying Party has exercised its rights under Clause 24.3, the Indemnified Party shall not be entitled to settle or compromise any claim, action, suit or proceeding without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheldwithheld or delayed). If the Indemnifying Party exercises its rights under Clause 24.3, the Indemnified Party shall nevertheless have the right to employ its own counsel, and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party, when and as incurred, unless: the employment of counsel by such party has been authorised in writing by the Indemnifying Party; or the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defence of such action; or the Indemnifying Party shall not, in fact, have employed independent counsel reasonably satisfactory to the Indemnified Party, to assume the defence of such action and shall have been so notified by the Indemnified Party; or the Indemnified Party shall have reasonably concluded and specifically notified the Indemnifying Party either: that there may be specific defences available to it which are different from or additional to those available to the Indemnifying Party; or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement: Provided that if Sub-clauses (b), (c) or (d) of this Clause 24.4.3 shall be applicable, the counsel for the Indemnified Party shall have the right to direct the defence of such claim, demand, action, suit or proceeding on behalf of the Indemnified Party, and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder. No consequential claims Notwithstanding anything to the contrary contained in this Article 24, the indemnities herein provided shall not include any claim or recovery in respect of any cost, expense, loss or damage of an indirect, incidental or consequential nature, including loss of profit, except as expressly provided in this Agreement. Survival on Termination The provisions of this Article 24 shall survive Termination.

General Indemnity. Borrower Without limiting any other rights which any such Person may have hereunder or under Applicable Law, but subject to Sections 12.1(b) and 13.5, Seller agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit Agreement, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnify, reimburse indemnify and hold Lenderharmless Administrative Agent, each Program Administrator, each Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent, any Purchaser Agent, any assignee or successor of any of the foregoing and each of its their respective successorsAffiliates, assignsand all directors, agentsmembers, attorneys, officersmanagers, directors, shareholders, servantsofficers, employees and attorneys or agents and employees of any of the foregoing (each an “Indemnified PersonParty”) harmless ), forthwith on demand, from and against any and all liabilitiesdamages, losses, damagesclaims, actions, suits, demands, claims of any kind liabilities and nature (including claims relating to environmental discharge, cleanup or compliance), all related costs and expenses whatsoever (including all filing fees), including reasonable attorneys’, consultants’ and accountants’ fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 4.3 (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of, relating to or in connection with the Transaction Documents, any of the transactions contemplated thereby, or the ownership, maintenance or funding, directly or indirectly, of the Asset Interest (or any part thereof) or in respect of or related to any Collateral, including Pool Assets or any Related Assets or otherwise arising out of or relating to or resulting from the actions or inactions of Seller, any Originator, Servicer, CHS, Performance Guarantor or any other party to a Transaction Document; provided, however, notwithstanding anything to the contrary in this Article XII, in all events there shall be excluded from the foregoing indemnification any damages, claims, losses, costs, expenses, liabilities or other Indemnified Amounts to the extent they may be incurred resulting from (x) the gross negligence or suffered willful misconduct of an Indemnified Party as determined in a final non-appealable judgment by a court of competent jurisdiction or (y) the failure of an Account Debtor or Obligor to pay any sum due under its Pool Assets by reason of the financial or credit condition of such Indemnified Person in connection therewith Account Debtor or Obligor (including reasonable attorneys’ fees the occurrence of an Insolvency Event with respect to the applicable Account Debtor or Obligor). Without limiting the foregoing, Seller shall indemnify, subject to the express limitations set forth in this Section 12.1, and expenses)hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, fines or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly relating to or arising out resulting from: (i) Any Pool Asset treated as or represented by Seller or Servicer to be an Eligible Receivable or Eligible Loan, as applicable, which is not at the applicable time an Eligible Receivable or Eligible Loan, as applicable; (ii) the transfer by Seller or each Originator of any interest in any Pool Asset other than the use transfer of any Pool Asset and Related Assets to Administrative Agent and any Purchaser pursuant to this Agreement, to Administrative Agent and to Seller pursuant to the proceeds Sale Agreement and the grant of a security interest to Administrative Agent pursuant to this Agreement and to Seller pursuant to the Loans or otherwise, the falsity of Sale Agreement; (iii) any representation or warranty made by Seller, CHS or any other party to a Transaction Document (other than such Indemnified Party) (or any of Borrower their respective officers or Borrower’s Affiliates) under or in connection with any Transaction Document, any Information Package or any other information or report delivered by or on behalf of Seller pursuant hereto, which shall have been untrue, false or incorrect when made or deemed made; (iv) the failure of Seller, CHS or any other party to a Transaction Document (other than such Indemnified Party) to comply with the terms of this Note any Transaction Document or any Applicable Law (including with respect to any Pool Asset or Related Assets), or the Credit Agreement. Such indemnities shall continue nonconformity of any Pool Asset or Related Assets with any such Applicable Law; (v) the lack of an enforceable ownership interest, or a first priority perfected security interest, in full force the Pool Assets (and effectall Related Assets) against all Persons (including any bankruptcy trustee or similar Person); (vi) the failure to file, notwithstanding or any delay in filing of, financing statements or other similar instruments or documents under the expiration UCC of any applicable jurisdiction or termination under any other Applicable Laws with respect to any Pool Asset whether at the time of this Note. Upon Lender’s written demandany Purchase or Reinvestment or at any time thereafter; (vii) any dispute, Borrower shall assume and diligently conductclaim, at its sole cost and expenseoffset or defense (other than discharge in bankruptcy) of the Account Debtor or Obligor, as applicable, to the payment of any Pool Asset in, or purporting to be in, the entire Asset Pool (including a defense based on such (x) Pool Receivable’s or the related Receivable Documentation’s or (y) Pool Loan’s or the related Loan Documents’ not being a legal, valid and binding obligation of Lendersuch Account Debtor or Obligor, each as applicable, enforceable against it in accordance with its terms) or any other claim resulting from the sale of the merchandise or services related to such Pool Asset or the furnishing or failure to furnish such merchandise or services; (viii) any suit or claim related to the Pool Assets or any Transaction Document (including any products liability or environmental liability claim arising out of or in connection with merchandise or services that are the subject of any Pool Asset to the extent not covered pursuant to Section 13.5), other than any such suit or claim that arises as a result of the failure of any Account Debtor or Obligor, as applicable, to pay any sum due under its partnersPool Asset by reason of the financial or credit condition of such Account Debtor or Obligor (including the occurrence of an Insolvency Event with respect to the applicable Account Debtor or Obligor); (ix) the ownership, delivery, non-delivery, possession, design, construction, use, maintenance, transportation, performance (whether or not according to specifications), operation (including the failure to operate or faulty operation), condition, return, sale, repossession or other disposition or safety of any Related Assets (including claims for patent, trademark, or copyright infringement and claims for injury to persons or property, liability principles, or otherwise, and each claims of breach of warranty, whether express or implied); (x) the failure by Seller, CHS or any other party to a Transaction Document (other than such Indemnified Party) to notify any Account Debtor or Obligor of the assignment pursuant to the terms hereof of any Pool Asset to Administrative Agent for the benefit of Purchasers or the failure to require that payments (including any under the related insurance policies) be made directly to Administrative Agent for the benefit of Purchasers; (xi) failure by Seller, CHS or any other party to a Transaction Document (other than such Indemnified Party) to comply with the “bulk sales” or analogous laws of any jurisdiction; (xii) any Taxes (other than Excluded Taxes) imposed upon any Indemnified Party or upon or with respect to the Pool Assets, all interest and penalties thereon or with respect thereto, and all costs and expenses related thereto or arising therefrom, including the fees and expenses of counsel in defending against the same; (xiii) any loss arising, directly or indirectly, as a result of the imposition of sales or similar transfer type taxes or the failure by Seller, any Originator, Performance Guarantor or Servicer to timely collect and remit to the appropriate authority any such taxes; (xiv) any commingling of any Collections by Seller, any Originator, Performance Guarantor or Servicer relating to the Pool Assets with any of their respectivefunds or the funds of any other Person; (xv) any failure by Seller, agentsCHS, employeesany Originator, directorsPerformance Guarantor or any other party to a Transaction Document (other than such Indemnified Party) to perform its duties or obligations in accordance with the provisions of the Transaction Documents; (xvi) the failure or delay to provide any Account Debtor or Obligor with an invoice or other evidence of indebtedness; or (xvii) any inability of any Originator or Seller to assign any Pool Asset or Related Asset as contemplated under the Transaction Documents; or the violation or breach by any Originator, officersSeller, shareholdersServicer, successors and assigns against Performance Guarantor or any indemnified Claim described in this Section. Borrower shall not settle of their respective Affiliates of any confidentiality provision, or compromise of any Claim against similar covenant of non-disclosure, or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldany other Indemnified Amount with respect to or resulting from any such violation or breach.

General Indemnity. 18.6.1. Borrower agrees upon demand to pay or reimburse indemnify and hold harmless Administrative Agent and each Lender for and each of their affiliates and their respective officers, directors, employees, attorneys, representatives, agents, and advisors (each, an "Indemnified Party") from and against ------------------ any and all claims, damages, losses, liabilities, obligations and out-of-pocket expensescosts, including Lender’s expenses and reasonable fees and expenses (including, without limitation, reasonable attorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of counsel for Lender from time to time arising or in connection with the enforcement or collection by reason of sums due under this Note or the Credit Agreement(including, and without limitation, in connection with any amendment investigation, litigation, or modification proceeding or preparation of such documents or any “work-out” defense in connection with such documents. Borrower shall indemnifytherewith) the Loan Documents, reimburse and hold Lenderthe Acquisition Documents, and each of its respective successors, assigns, agents, attorneys, officers, directors, shareholders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly relating to or arising out of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans (including, without limitation, any payments made by Administrative Agent to any Person (other than Borrower) who is a party to any blocked account and/or lockbox agreement, including, without limitation, any indemnity payments by Administrative Agent thereunder), or otherwisethe manufacture, storage, transportation, release or disposal of any Hazardous Material on, from, over or affecting any of the Collateral or any of the assets, properties, or operations of any Covered Person or any predecessor in interest, directly or indirectly, except to the extent such claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees not to assert and agrees that it will not direct any other Covered Person to assert any claim against any Indemnified Party, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Loan Documents, the falsity Acquisition Documents any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans. Borrower also agrees to pay, indemnify and hold harmless the Indemnified Parties for, from and against, and shall promptly reimburse the Indemnified Parties for, any and all claims, damages, liabilities, losses, costs and expenses (including reasonable attorneys' fees and expenses and amounts paid in settlement) incurred, paid or sustained by the Indemnified Parties, or enforcement by Administrative Agent of any representation of its rights with respect thereto, except to the extent such claim, damage, loss, liability, cost, or warranty expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. Borrower shall pay, indemnify and hold harmless the Indemnified Parties for, from and against, and shall promptly reimburse the Indemnified Parties for, any and all claims, damages, liabilities, losses, costs and expenses (including reasonable attorneys' fees and expenses and amounts paid in settlement) incurred, paid or sustained by the Indemnified Parties, arising out of or relating to the Acquisition Documents or enforcement by Administrative Agent of any of its rights with respect thereto. Each Borrower covenants and agrees to assume liability for and to protect, indemnify and hold harmless the Administrative Agent and each of the Lenders from any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses (including without limitation, attorneys' fees), which may be incurred by, imposed or asserted against the Administrative Agent or any Lender, howsoever arising or incurred because of. out of or in connection with the disbursements of Revolving Loans, Term Loans, Swingline Loans, Interim Floorplan Loans, or Floorplan Loans in accordance with Section 2.9; provided, however, the liability of the Borrowers pursuant to this indemnity shall not extend to any liability, obligation, damage, penalty, claim, cause of action, cost, charge or expense caused by or arising out of the gross negligence or willful misconduct of the Administrative Agent or the Lenders. Borrower: (i) is obligated to pay any Loan Obligation even if any Collateral is defective or fails to conform to any warranties extended by any third party; (ii) shall not assert against Administrative Agent, any Lender or any other Indemnified Party any claim or defense Borrower has against any third party; and (iii) indemnify and hold Administrative Agent, any Lender and any other Indemnified Party harmless against all claims and defenses asserted by any buyer of the Collateral relating to the condition of, or any representations regarding, any of the Collateral. Borrower irrevocably waives all rights of offset and counterclaims Borrower may have against Administrative Agent or any Lender, except counterclaims arising in cases of Administrative Agent's or Lender's gross negligence or willful misconduct. 18.6.2. The obligations of Borrower or Borrower’s failure to comply with under this Section 18.6 shall survive the terms of this Note or the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of the Commitments, the indefeasible full payment and satisfaction of all of the Loan Obligations, and the release of the Collateral. All amounts, obligations and liabilities referred to in Section 18.6.1 shall be deemed to be a part of the Loan Obligations and shall be paid to Administrative Agent on demand. 18.6.3. To the extent that any of the indemnities required from Borrower under this Note. Upon Lender’s written demandSection are unenforceable because they violate any Law or public policy, Borrower shall assume and diligently conduct, at its sole cost and expense, pay the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Sectionmaximum amount which it is permitted to pay under applicable Law. 18.6.4. Borrower The foregoing indemnification shall not settle apply to the extent such liabilities and costs are determined to have resulted or compromise any Claim against been caused, in whole or involving Lender without first obtaining Lender’s written consent theretoin part, which consent shall not be unreasonably withheldby the gross negligence or willful misconduct on the part of such Indemnified Party. THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH LIABILITIES AND COSTS ARE IN ANY WAY OR TO ANY EXTENT CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND EXCEPT AS PROVIDED BY THE IMMEDIATELY PRECEDING SENTENCE.

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable Law, the Borrower agrees upon demand to pay or reimburse Lender for all liabilitiesindemnify and hold harmless the Collateral Agent, obligations and out-of-pocket expensesthe Administrative Agent, including each Lender’s expenses and reasonable fees and expenses , each Group Agent, each other Affected Person, each of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit Agreementtheir respective Affiliates, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnifyall members, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officersmanagers, directors, shareholders, servantsofficers, employees, and attorneys, or agents and employees of any of the foregoing (each an “Indemnified PersonParty”) harmless ), forthwith on demand, from and against any and all liabilitiesdamages, losses, damagesclaims, actionsliabilities, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all related costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (expenses, including reasonable and documented attorneys’ fees and expenses)disbursements (subject to the limitations in respect of attorneys’ fees and disbursements set forth in the proviso to Section 12.06) but excluding Taxes (other than Taxes specifically enumerated below or any Taxes that represent losses, fines or penalties (and other charges of claims, damages, etc. arising from any applicable governmental authoritynon- Tax claim) (eachall of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of, a “Claim”)relating to or in connection with this Agreement or the other Transaction Documents, any of the transactions contemplated hereby or thereby, or the ownership, maintenance or funding, directly or indirectly indirectly, of the Pool Receivables or Related Assets (or any portion thereof) or otherwise arising out of or relating to or resulting from the actions or inactions of any ADT Entity, the Servicer or any of their respective Affiliates, provided, however, notwithstanding anything to the contrary in this Article XI, excluding Indemnified Amounts solely to the extent resulting from the fraud, bad faith, gross negligence or willful 751499193.15 22727329 121 misconduct on the part of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction. Without limiting the generality of the foregoing but subject to the express limitations set forth in this Section 11.01, the Borrower shall indemnify and hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to, or resulting from: (i) the transfer by the Borrower of the use of the proceeds of the Loans any interest in any Pool Receivable or otherwise, the falsity of Related Asset; (ii) any representation or warranty made by the Borrower under or in connection with any Transaction Document, any Loan Request, any Information Package, or any other information or report delivered by or on behalf of the Borrower pursuant hereto, which shall have been untrue, false, or Borrower’s incorrect when made or deemed made; (iii) the failure of the Borrower to comply with the terms of this Note any Transaction Document, any applicable Law any Contract, any Pool Receivable, or Related Assets or the nonconformity of any Contract, Pool Receivable, or Related Assets with any such Law; (iv) the failure to vest in favor of the Collateral Agent a first priority perfected security interest in any Pool Receivables and all Related Assets against all Persons including any bankruptcy trustee or similar Person; (v) the failure to file, or any delay in filing of, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or under any other applicable Laws with respect to any Pool Receivable or Related Assets whether at the time of any Loan or at any time thereafter; (vi) any suit or claim related to the Pool Receivables or any Related Asset or any Transaction Document or any Supporting Letter of Credit Agreement. Such indemnities shall continue (including any products liability, environmental liability, personal injury or property damage claim arising out of or in full force connection with the Solar Energy Systems that are the subject of any Pool Receivable); (vii) failure by the Borrower to comply with the “bulk sales” or analogous Laws of any jurisdiction; (viii) any loss arising, directly or indirectly, as a result of the imposition of sales or similar transfer type taxes or the failure by the Borrower to timely collect and effectremit to the appropriate authority any such taxes; (ix) any commingling of any Collections of Pool Receivables with any other funds; (x) the failure or delay to provide any Obligor with an invoice or other evidence of indebtedness; 751499193.15 22727329 122 (xi) any failure of the Borrower or Compass to pledge or assign, notwithstanding as applicable, any Pool Receivable or Related Asset contemplated to be so pledged or assigned under the expiration Transaction Documents; or termination the violation or breach by any ADT Entity of this Note. Upon Lender’s written demandany confidentiality provision, Borrower shall assume and diligently conductor of any similar covenant of non- disclosure, at its sole cost and expensewith respect to any Contract, or any other Indemnified Amount payable hereunder with respect to or resulting from any such violation or breach; (xii) the existence or assertion of any Adverse Claim in favor of any Governmental Authority or any other Person against the Payment Account, the entire Reserve Account, any Collection Account, Lock-Box, Collections, Receivable, or any related Contract or any portion or proceeds thereof, including, without limitation, as a result of any portion of the Payment Account, the Reserve Account, any such Collection Account, Lock-Box, Collections, Receivable, or any related Contract being attributable to governmental fees, surcharges, or taxes; (xiii) any Pool Receivable failing to constitute an Eligible Receivable; (xiv) any dispute, claim, offset or defense (other than discharge in bankruptcy of Lenderthe Obligor) of the Obligor to the payment of any Pool Receivable in, each or purporting to be in, the Receivable Pool (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its partnersterms), and each or any other claim resulting from the sale of their respectivethe Solar Energy System related to such Receivable or the furnishing or failure to furnish such Solar Energy System or relating to collection activities with respect to such Pool Receivable; (xv) any investigation, agentslitigation or proceeding related to any Transaction Document or the use of proceeds, employeesof the Loans or the ownership of Pool Receivables or the Related Assets; (xvi) any claim brought by any Person other than an Indemnified Party arising from any activity by the Borrower or any Affiliate of the Borrower in servicing, directors, officers, shareholders, successors and assigns administering or collecting any Receivable; (xvii) the facts or circumstances giving rise to any Event of Termination or Unmatured Event of Termination; or (xviii) any inability to litigate any claim against any indemnified Claim described Obligor in this Section. Borrower shall not settle respect of any Pool Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or compromise otherwise from any Claim against legal action, suit or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldproceeding.

General Indemnity. Borrower Subject to the provisions of Sections 11.6, 11.7 and 11.8 whether or not any of the transactions contemplated hereby shall be consummated, the Indemnity Provider hereby assumes liability for and agrees upon demand to pay defend, indemnify and hold harmless each Indemnified Person on an After Tax Basis from and against any Claims, which may be imposed on, incurred by or reimburse Lender for all liabilities, obligations and out-of-pocket expensesasserted against an Indemnified Person by any third party, including Lenderwithout limitation Claims arising from the negligence of an Indemnified Person (but not to the extent such Claims arise from the (u) misrepresentation or breach of warranty by an Indemnifed Person regarding its representations and warranties under any of the Operative Agreements, (v) failure by an Indemnified Person to comply with applicable state or federal banking Laws or other Laws, (w) acts or omissions that occur after the Credit Loans, the Mortgage Loans, the Lessor Advance and all other amounts outstanding under or pursuant to the Operative Agreements have been paid in full and the Lessee has either purchased the Property in accordance with the terms of the Operative Agreements or relinquished its interest in the Property in accordance with the terms of the Operative Agreements, (x) gross negligence or willful misconduct of such Indemnified Person itself, as determined by a court of competent jurisdiction (as opposed to gross negligence or willful misconduct imputed to such Indemnified Person) or (y) breach of such Indemnified Person’s obligations under this Agreement, the Lease or any other Operative Agreement, except any breach by any Indemnified Person caused by any breach by any Credit Party of any obligation of any Credit Party pursuant to the Operative Agreements) in any way relating to or arising or alleged to arise out of the execution, delivery, performance or enforcement of this Agreement, the Lease or any other Operative Agreement or on or with respect to the Property or any component thereof, including without limitation Claims in any way relating to or arising or alleged to arise out of (a) the financing, refinancing, purchase, ownership, design, construction, refurbishment, development, delivery, acceptance, nondelivery, leasing, subleasing, possession, use, occupancy, operation, maintenance, repair, modification or any disposition of the Property or any part thereof; (b) any latent or other defects in the Property or any portion thereof whether or not discoverable by an Indemnified Person or the Indemnity Provider; (c) a violation of Environmental Laws, Environmental Claims or other loss of or damage to any property or the environment relating to the Property, the Lease or the Indemnity Provider (collectively, all such items referenced in this Section 11.1(c) may be referred to as the “Environmental Matters”); (d) the Operative Agreements, or any transaction contemplated thereby; (e) any breach by the Indemnity Provider of any of its representations or warranties under the Operative Agreements to which the Indemnity Provider is a party or failure by the Indemnity Provider to perform or observe any covenant or agreement to be performed by it under any of the Operative Agreements; (f) the transactions contemplated hereby or by any other Operative Agreement, in respect of the application of Parts 4 and 5 of Subtitle B of Title I of ERISA; (g) personal injury, death or property damage, including without limitation Claims based on strict or absolute liability in tort; and (h) any fees, expenses and/or other assessments by any business park or any other similar entity for the Property. If a written Claim is made against any Indemnified Person or if any proceeding shall be commenced against such Indemnified Person (including without limitation a written notice of such proceeding), for any Claim, such Indemnified Person shall promptly notify the Indemnity Provider in writing and shall not take action with respect to such Claim without the consent of the Indemnity Provider for thirty (30) days after the receipt of such notice by the Indemnity Provider; provided, however, that in the case of any such Claim, if action shall be required by law or regulation to be taken prior to the end of such period of thirty (30) days, such Indemnified Person shall endeavor to, in such notice to the Indemnity Provider, inform the Indemnity Provider of such shorter period, and no action shall be taken with respect to such Claim without the consent of the Indemnity Provider before seven (7) days before the end of such shorter period (unless required by law or regulation prior to the end of such seven (7) day period); provided, further, that the failure of such Indemnified Person to give the notices referred to in this sentence shall not diminish the Indemnity Provider’s obligation hereunder except to the extent such failure precludes in all respects the Indemnity Provider from contesting such Claim. If, within thirty (30) days of receipt of such notice from the Indemnified Person (or such shorter period as the Indemnified Person has notified the Indemnity Provider is required by law or regulation for the Indemnified Person to respond to such Claim), the Indemnity Provider shall request in writing that such Indemnified Person respond to such Claim, the Indemnified Person shall, at the expense of the Indemnity Provider, in good faith conduct and control such action (including without limitation by pursuit of appeals); provided, however, that (A) if such Claim, in the Indemnity Provider’s reasonable fees discretion, can be pursued by the Indemnity Provider on behalf of or in the name of such Indemnified Person, the Indemnified Person, at the Indemnity Provider’s request, shall allow the Indemnity Provider to conduct and expenses control the response to such Claim and (B) in the case of any Claim (and notwithstanding the provisions of the foregoing subsection (A)), the Indemnified Person may request the Indemnity Provider to conduct and control the response to such Claim with counsel to be selected by the Indemnity Provider after the solicitation and consideration of any advice provided by such Indemnified Person. In any event, with regard to any Claim for Lender which the response is to be conducted and controlled by the Indemnity Provider, any Indemnified Person may retain separate counsel at the expense of the Indemnity Provider in the event of a material conflict of interest between such Indemnified Person and the Indemnity Provider. Also, in the sole discretion of the Person conducting and controlling the response to any Claim, such response may include (1) resisting payment thereof, (2) not paying the same except under protest, if protest is necessary and proper, (3) if the payment be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings, or (4) taking such other action as is reasonably recommended by competent counsel from time to time. The party controlling the response to any Claim shall consult in good faith with the non-controlling party and shall keep the non-controlling party reasonably informed as to the conduct of the response to such Claim; provided, that all decisions ultimately shall be made in the reasonable discretion of the controlling party; and, provided, further, the parties agree that an Indemnified Person may at any time arising decline to take further action with respect to the response to a Claim and may settle the Claim if such Indemnified Person shall waive its rights to any indemnity from the Indemnity Provider for costs of the settlement in excess of a Reasonable Settlement Amount that otherwise would be payable in respect of such Claim (or in respect of any future Claim, the pursuit of which is precluded by reason of such settlement of such Claim) and shall reimburse the Indemnity Provider any such excess costs previously paid or advanced by the Indemnity Provider pursuant to this Section 11.1 by way of indemnification or advance for a payment regarding such Claim. Notwithstanding the foregoing provisions of this Section 11.1, an Indemnified Person shall not be required to take any action unless (A) the Indemnity Provider shall have agreed to pay and shall pay to such Indemnified Person on demand and on an After Tax Basis all reasonable costs, losses and expenses that such Indemnified Person actually incurs in connection with such Claim, including without limitation all reasonable legal, accounting and investigatory fees and disbursements and, if the enforcement Indemnified Person has informed the Indemnity Provider that it intends to contest such Claim (whether or collection not the control of sums due the contest is then assumed by the Indemnity Provider), the Indemnity Provider shall have agreed that the Claim is an indemnifiable Claim hereunder, (B) in the case of a Claim that must be pursued in the name of an Indemnified Person (or an Affiliate thereof), the amount of the potential indemnity (taking into account all similar or logically related Claims that have been or could be raised for which the Indemnity Provider may be liable to pay an indemnity under this Note Section 11.1) exceeds $250,000 (or such lesser amount as may be subsequently agreed between the Credit AgreementIndemnity Provider and the Indemnified Person), (C) the Indemnified Person shall have reasonably determined that the action to be taken will not result in any material danger of sale, forfeiture or loss of the Property, or any part thereof or interest therein, will not interfere with the payment of Rent, and will not result in risk of criminal liability, (D) if such Claim shall involve the payment of any amount prior to the resolution of such Claim, the Indemnity Provider shall provide to the Indemnified Person an interest-free advance in an amount equal to the amount that the Indemnified Person is reasonably required to pay upon advice of counsel (with no additional net after-tax cost to such Indemnified Person) prior to the date such payment is due, (E) in the case of a Claim, including any appeal thereof, that must be pursued in the name of an Indemnified Person (or an Affiliate thereof), the Indemnity Provider shall have caused to be provided to such Indemnified Person advice, but not an opinion, of independent counsel selected by the Indemnity Provider and reasonably satisfactory to the Indemnified Person stating that a reasonable basis exists to contest such Claim (or, in the case of an appeal of an adverse determination, advice, but not an opinion, of such counsel to the effect that the position asserted in such appeal will more likely than not prevail) and (F) no Event of Default shall have occurred and be continuing. In no event shall an Indemnified Person be required to appeal an adverse judicial determination to the United States Supreme Court. In addition, an Indemnified Person shall not be required to contest any Claim in its name (or that of an Affiliate) if the subject matter thereof shall be of a continuing nature and shall have previously been decided adversely by a court of competent jurisdiction pursuant to the contest provisions of this Section 11.1, unless there shall have been a Change in Law and the Indemnified Person shall have received, at the Indemnity Provider’s expense, advice, but not an opinion, of independent counsel selected by the Indemnity Provider and reasonably acceptable to the Indemnified Person stating that as a result of such Change in Law, it is more likely than not that the Indemnified Person will prevail in such contest. In no event shall the Indemnity Provider be permitted to adjust or settle any Claim without the consent of the Indemnified Person to the extent any such adjustment or settlement involves, or is reasonably likely to involve, any performance by or adverse admission by or with respect to the Indemnified Person. In the event that the Indemnity Provider shall be required to make any payment under this Section 11.1 to an Indemnified Person, the Indemnified Person agrees to take such reasonable action as is requested by the Indemnity Provider, in writing, any such action to be at the risk and expense of the Indemnity Provider, to minimize the consequences of the After-Tax Basis method of the indemnity. Each Indemnified Person shall cooperate in good faith (provided, the Indemnity Provider shall bear all cost and expense incurred by each Indemnified Person in connection therewith) in connection with any amendment actions, suits or modification proceedings in providing any information in the possession of such documents or any “work-out” Indemnified Person which may be requested by counsel of the Indemnity Provider in connection with such documentsany matter for which the Indemnified Person seeks indemnification under the Operative Agreements. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, shareholders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims Upon payment in full of any kind and nature (including claims relating to environmental dischargeClaim by the Indemnity Provider or any insurer under a policy of insurance, cleanup or compliance)the Indemnity Provider, all costs and expenses whatsoever without any further action, shall be subrogated to the extent they claim that the Indemnified Person may have relating thereto and such Indemnified Person shall execute such instruments of assignments and conveyance, evidence of claims and payment and such other documents, instruments and agreements as may be reasonably necessary to preserve any such claims and otherwise cooperate with the Indemnity Provider as may be reasonably necessary or advisable to enable the Indemnity Provider or its insurer as the case may be vigorously to pursue the Claim; provided, notwithstanding the foregoing, (a) the Indemnity Provider shall bear all cost and expense incurred or suffered by such each Indemnified Person in connection therewith (including reasonable attorneys’ fees with any and expenses), fines or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly relating to or arising out all of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Note or the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim matters described in this Section. Borrower paragraph and (b) each and every instrument, evidence of claims and payments, document and agreement of any kind or type referenced in this paragraph shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent theretobe (i) prepared by the Indemnity Provider and (ii) modified as requested by the Indemnified Person, which consent shall not be unreasonably withheldin the exercise of such Indemnified Persons commercially reasonable judgment.

General Indemnity. Borrower Without limiting any other rights which any such Person may have hereunder or under Applicable Law, but subject to Sections 12.1(b) and 13.5, Seller agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit Agreement, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnify, reimburse indemnify and hold Lenderharmless Administrative Agent, each Program Administrator, each Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent, any Purchaser Agent, any assignee or successor of any of the foregoing and each of its their respective successorsAffiliates, assignsand all directors, agentsmembers, attorneys, officersmanagers, directors, shareholders, servantsofficers, employees and attorneys or agents and employees of any of the foregoing (each an “Indemnified PersonParty”) harmless ), forthwith on demand, from and against any and all liabilitiesdamages, losses, damagesclaims, actions, suits, demands, claims of any kind liabilities and nature (including claims relating to environmental discharge, cleanup or compliance), all related costs and expenses whatsoever (including all filing fees), including reasonable attorneys’, consultants’ and accountants’ fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 4.3 (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of, relating to or in connection with the Transaction Documents, any of the transactions contemplated thereby, or the ownership, maintenance or funding, directly or indirectly, of the Asset Interest (or any part thereof) or in respect of or related to any Seller Assets, including Pool Assets or any Related Assets or otherwise arising out of or relating to or resulting from the actions or inactions of Seller, any Originator, Servicer, CHS, Performance Guarantor or any other party to a Transaction Document; provided, however, notwithstanding anything to the contrary in this Article XII, in all events there shall be excluded from the foregoing indemnification any damages, claims, losses, costs, expenses, liabilities or other Indemnified Amounts to the extent they may be incurred resulting from (x) the gross negligence or suffered willful misconduct of an Indemnified Party as determined in a final non-appealable judgment by a court of competent jurisdiction or (y) the failure of an Account Debtor or Obligor to pay any sum due under its Pool Assets by reason of the financial or credit condition of such Indemnified Person in connection therewith Account Debtor or Obligor (including reasonable attorneys’ fees the occurrence of an Insolvency Event with respect to the applicable Account Debtor or Obligor). Without limiting the foregoing, Seller shall indemnify, subject to the express limitations set forth in this Section 12.1, and expenses)hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, fines or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly relating to or arising out resulting from: (i) Any Pool Asset treated as or represented by Seller or Servicer to be an Eligible Receivable or Eligible Loan, as applicable, which is not at the applicable time an Eligible Receivable or Eligible Loan, as applicable; 749037980 (ii) the transfer by Seller or any Originator of any interest in any Pool Asset other than the use transfer of any Pool Asset and Related Assets to Administrative Agent and any Purchaser pursuant to this Agreement, to Administrative Agent and to Seller pursuant to the proceeds Sale Agreement and the grant of a security interest to Administrative Agent pursuant to this Agreement and to Seller pursuant to the Loans or otherwise, the falsity of Sale Agreement; (iii) any representation or warranty made by Seller, CHS or any other party to a Transaction Document (other than such Indemnified Party) (or any of Borrower their respective officers or Borrower’s Affiliates) under or in connection with any Transaction Document, any Information Package or any other information or report delivered by or on behalf of Seller pursuant hereto, which shall have been untrue, false or incorrect when made or deemed made; (iv) the failure of Seller, CHS or any other party to a Transaction Document (other than such Indemnified Party) to comply with the terms of this Note any Transaction Document or any Applicable Law (including with respect to any Pool Asset or Related Assets), or the Credit Agreement. Such indemnities shall continue nonconformity of any Pool Asset or Related Assets with any such Applicable Law; (v) the lack of an enforceable ownership interest, or a first priority perfected security interest, in full force the Pool Assets (and effectall Related Assets) against all Persons (including any bankruptcy trustee or similar Person); (vi) the failure to file, notwithstanding or any delay in filing of, financing statements or other similar instruments or documents under the expiration UCC of any applicable jurisdiction or termination under any other Applicable Laws with respect to any Pool Asset whether at the time of this Note. Upon Lender’s written demandany Purchase or Reinvestment or at any time thereafter; (vii) any dispute, Borrower shall assume and diligently conductclaim, at its sole cost and expenseoffset or defense (other than discharge in bankruptcy) of the Account Debtor or Obligor, as applicable, to the payment of any Pool Asset in, or purporting to be in, the entire Asset Pool (including a defense based on such (x) Pool Receivable’s or the related Receivable Documentation’s or (y) Pool Loan’s or the related Loan Documents’ not being a legal, valid and binding obligation of Lendersuch Account Debtor or Obligor, each as applicable, enforceable against it in accordance with its terms) or any other claim resulting from the sale of the merchandise or services related to such Pool Asset or the furnishing or failure to furnish such merchandise or services; (viii) any suit or claim related to the Pool Assets or any Transaction Document (including any products liability or environmental liability claim arising out of or in connection with merchandise or services that are the subject of any Pool Asset to the extent not covered pursuant to Section 13.5), other than any such suit or claim that arises as a result of the failure of any Account Debtor or Obligor, as applicable, to pay any sum due under its partnersPool Asset by reason of the financial or credit condition of such Account Debtor or Obligor (including the occurrence of an Insolvency Event with respect to the applicable Account Debtor or Obligor); (ix) the ownership, delivery, non-delivery, possession, design, construction, use, maintenance, transportation, performance (whether or not according to specifications), operation (including the failure to operate or faulty operation), condition, return, sale, repossession or other disposition or safety of any Related Assets (including claims for patent, trademark, or copyright 749037980 infringement and claims for injury to persons or property, liability principles, or otherwise, and each claims of breach of warranty, whether express or implied); (x) the failure by Seller, CHS or any other party to a Transaction Document (other than such Indemnified Party) to notify any Account Debtor or Obligor of the assignment pursuant to the terms hereof of any Pool Asset to Administrative Agent for the benefit of Purchasers or the failure to require that payments (including any under the related insurance policies) be made directly to Administrative Agent for the benefit of Purchasers; (xi) failure by Seller, CHS or any other party to a Transaction Document (other than such Indemnified Party) to comply with the “bulk sales” or analogous laws of any jurisdiction; (xii) any Taxes (other than Excluded Taxes) imposed upon any Indemnified Party or upon or with respect to the Pool Assets, all interest and penalties thereon or with respect thereto, and all costs and expenses related thereto or arising therefrom, including the fees and expenses of counsel in defending against the same; (xiii) any loss arising, directly or indirectly, as a result of the imposition of sales or similar transfer type taxes or the failure by Seller, any Originator, Performance Guarantor or Servicer to timely collect and remit to the appropriate authority any such taxes; (xiv) any commingling of any Collections by Seller, any Originator, Performance Guarantor or Servicer relating to the Pool Assets with any of their respectivefunds or the funds of any other Person; (xv) any failure by Seller, agentsCHS, employeesany Originator, directorsPerformance Guarantor or any other party to a Transaction Document (other than such Indemnified Party) to perform its duties or obligations in accordance with the provisions of the Transaction Documents; (xvi) the failure or delay to provide any Account Debtor or Obligor with an invoice or other evidence of indebtedness; (xvii) any inability of any Originator or Seller to assign any Pool Asset or Related Asset as contemplated under the Transaction Documents; or the violation or breach by any Originator, officersSeller, shareholdersServicer, successors Performance Guarantor or any of their respective Affiliates of any confidentiality provision, or of any similar covenant of non-disclosure, or any other Indemnified Amount with respect to or resulting from any such violation or breach; or (xviii) any civil penalty or fine assessed by OFAC or any other Governmental Authority administering any Anti-Terrorism Law, Anti-Corruption Law or Sanctions, and assigns against all reasonable costs and expenses (including reasonable documented legal fees and disbursements) incurred in connection with defense thereof by, any indemnified Claim described Indemnified Party in this Section. Borrower shall not settle connection with the Transaction Documents as a result of any action of Seller, CHS, any Originator, Performance Guarantor or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldof their respective Affiliates.

General Indemnity. Borrower Without limiting any other rights which any such Person may have hereunder or under applicable law, the Transferor hereby agrees to indemnify each of the Agent, the Purchasers, the Enterprise Liquidity Support Provider, the Enterprise Credit Support Provider, Bank of America, each of and Bank of America's Affiliates, their respective successors, transferees, participants and assigns and all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each an "Indemnified Party"), forthwith on demand from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys fees and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by any of them arising out of or relating to this Agreement or the ownership or funding of any Undivided Interest or in respect of any Receivable or any Contract, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party or (b) recourse (except as otherwise specifically provided in this Agreement) for Defaulted Receivables or delinquent receivables. Without limiting the 76 77 foregoing, the Transferor shall indemnify each Indemnified Party for Indemnified Amounts arising out of or relating to: (i) the transfer by the Transferor of any interest in any Receivable other than the transfer of an Undivided Interest to the Agent on behalf of the Purchaser or the Bank Investors, as the case may be, pursuant this Agreement and the grant of a security interest to the Agent on behalf of Purchaser and the Bank Investors pursuant to Section 9.1; (ii) the breach of any representation or warranty made by the Transferor or the Seller (or any of their officers) under or in connection with this Agreement, any other Agreement Document to which such entity is a party, any Periodic Report or any other information or report delivered by the Transferor pursuant hereto, which shall have been false or incorrect in any material respect when made or deemed made and any losses, if any, relating to Receivables included in the Receivables Pool as Eligible Receivables that were 60 days or more past due on the date of their inclusion and any amounts relating to dilutions on Eligible Receivables included in the Receivables Pool; (iii) the failure by the Transferor or the Seller to comply with any applicable law, rule or regulation with respect to any Pool Receivable or the related Contract, or the nonconformity of any Pool Receivable or the related Contract with any such applicable law, rule or regulation; (iv) the failure to vest and maintain vested in the Agent, on behalf of the Purchaser and the Bank Investors, an undivided percentage ownership interest, to the extent of each Undivided Interest owned by them hereunder, in the Receivables in, or purporting to be in, the Receivables Pool, free and clear of any Adverse Claim, other than an Adverse Claim arising solely as a result of an act of the Agent, on behalf of the Purchaser or any Bank Investor, or any assignee therefrom (when used in this clause (iv), an Adverse Claim shall include any lien for taxes whether accrued and payable or not), whether existing at the time of any Purchase or Reinvestment of Undivided Interest or at any time thereafter; (v) the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivables in, or purporting to be in, the Receivables Pool, whether at the time of any Purchase or Reinvestment or at any time thereafter; (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool (including, without limitation, a defense based on such Receivable's or the related Contract's not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vii) any products liability claim or personal injury or property damage suit or other similar or related action arising out of or in connection with merchandise or services that are the subject of any Pool Receivable; or (viii) any tax or governmental fee or charge (including, without limitation, all intangibles and similar taxes and all other taxes, but not including taxes upon demand to pay or reimburse Lender for measured by net income or any portion thereof), all liabilitiesinterest and penalties thereon or with respect thereto, obligations and all out-of-pocket costs and expenses, including Lender’s expenses and the reasonable fees and expenses of counsel for Lender from time to time arising in connection with defending against the enforcement same, which may arise by reason of the purchase or collection ownership of sums due under this Note or the Credit Agreementany Undivided Interest, and in connection with any amendment or modification of such documents or any “work-out” other interest in connection with the Pool Receivables or in any goods which secure any such documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, shareholders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Note or the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldPool Receivables.

General Indemnity. Borrower agrees upon The Grantor must indemnify the Secured Party, each Authorised Representative and agent of the Secured Party, each Receiver of the Grantor or each Receiver appointed in relation to any property of the Grantor, each Attorney, and any other person appointed under a Finance Document or the Corporations Act by or on behalf of the Secured Party (each an Indemnified Person) against, and must pay each Indemnified Person within three Business Days of demand the amount of, all Losses reasonably paid, suffered or incurred by the Indemnified Person in connection with: (a) the occurrence of any Event of Default or Review Event; (b) investigating any event which the Secured Party reasonably believes is an Event of Default or Review Event; (c) the administration, and any actual or attempted preservation or enforcement, of any rights, powers, discretions and/or remedies under or properly corresponding to pay any Finance Document and/or any transaction contemplated by any of them; (d) any information produced or reimburse Lender for all liabilitiesapproved by any of GFN, obligations and out-of-pocket expensesthe Grantor, including Lender’s expenses and reasonable fees and expenses of counsel for Lender from time to time arising GFN Holdings or GFN USA Holdings under or in connection with the enforcement Finance Documents or collection the transactions they contemplate being or being alleged to be misleading or deceptive in any respect; (e) acting or relying on any notice, consent, request, instruction, demand, approval or other communication or other document (including any of sums the foregoing given by fax or electronic communication (such as by email) or verbally (such as by telephone)) which it reasonably believes to be genuine, correct and appropriately authorised; (f) any enquiry, investigation, subpoena (or similar order) or litigation with respect of any of GFN, the Grantor, GFN Holdings or GFN USA Holdings, or with respect to the transactions contemplated or financed under any Finance Document; (g) a failure by any of GFN, the Grantor, GFN Holdings or GFN USA Holdings to pay any amount due under this Note a Finance Document on its due date or any financial accommodation provided to any of GFN, the Credit AgreementGrantor, and GFN Holdings or GFN USA Holdings under a Finance Document being repaid or becoming due for repayment other than on its scheduled payment date, including Losses an Indemnified Person pays, suffers or incurs because of: (i) the cancellation, termination, unwinding or alteration of any swap or other arrangement made by an Indemnified Person to fund the financial accommodation or other payment; or (ii) any liquidation or re-employment of deposits or other funds acquired by any Indemnified Person to fund the financial accommodation or other payment; (h) the Secured Property or anything done or omitted to be done in connection with the Secured Property; (i) anything any of GFN, the Grantor, GFN Holdings or GFN USA Holdings is required to do or an Indemnified Person is permitted to do under any clause in any Finance Document relating or referring to any PPS Law, or any action taken by an Indemnified Person under or in relation to any PPS Law, including any registration, or any response to an amendment demand or a request under section 275 of the PPSA; (j) an Indemnified Person agreeing or providing an indemnity in favour of or reimbursing or agreeing to reimburse any Receiver of any of the Grantor, GFN Holdings or GFN USA Holdings or any property of any of the Grantor, GFN Holdings or GFN USA Holdings, any Attorney, any other person appointed under a Finance Document, and/or any other person appointed under the Corporations Act by or on behalf of the Secured Party in connection with any amendment of the Grantor, GFN Holdings or modification of such documents GFN USA Holdings or any “work-out” in connection with such documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, shareholders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims property of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans Grantor, GFN Holdings or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Note or the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheld.GFN USA Holdings;

General Indemnity. Borrower Without limiting any other rights which any such Person may have hereunder or under applicable law, Seller hereby agrees upon demand to pay or reimburse Lender for indemnify each of the Administrator, Purchaser, the Liquidity Banks, the Credit Bank, the Relationship Bank, the Liquidity Agent, each of their respective Affiliates, and all liabilitiessuccessors, obligations transferees, participants and out-of-pocket assigns and all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each an "Indemnified Party"), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including Lender’s expenses reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by any of them arising out of or relating to the Transaction Documents or the ownership or funding of the Asset Interest or in respect of any Receivable or Account or any Contract, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of any such Indemnified Party, (b) recourse (except as otherwise specifically provided in this Agreement) for any Receivable that is not paid as a result of credit related issues and (c) any tax based upon or measured by net income. Without limiting the foregoing, Seller shall indemnify each Indemnified Party for Indemnified Amounts arising out of or relating to: (i) the transfer by Seller of any interest in any Receivable other than the transfer of an Asset Interest to Purchaser pursuant to this Agreement and the grant of a security interest to Purchaser pursuant to Section 9.01; (ii) any representation or warranty made by Seller or Servicer (or any of its officers) under or in connection with any Transaction Document, any Information Package or any other information or report delivered by or on behalf of Seller pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made; (iii) the failure by Seller or Servicer to comply with any applicable law, rule or regulation with respect to any Pool Receivable or the related Account or Contract, or the nonconformity of any Pool Receivable or the related Contract with any such applicable law, rule or regulation; (iv) the failure to vest and maintain vested in Purchaser an undivided percentage ownership interest, to the extent of the Asset Interest, in the Receivables in, or purporting to be in, the Receivables Pool, free and clear of any Lien, other than a Lien arising solely as a result of an act of Purchaser, the Administrator or the Relationship Bank, whether existing at the time of any Purchase or Reinvestment of such Asset Interest or at any time thereafter, unless such failure is the result of the failure of Purchaser to execute any necessary financing statements; (v) the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivables in, or purporting to be in, the Receivables Pool, whether at the time of any Purchase or Reinvestment or at any time thereafter; (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool (including, without limitation, a defense based on such Receivable's or the related Contract's not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vii) any failure of Seller or Servicer to perform its duties or obligations in accordance with the provisions of Article VIII; (viii) any products liability claim arising out of or in connection with merchandise or services that are the subject of any Pool Receivable; or (ix) any tax or governmental fee or charge (but not including taxes upon or measured by net income), all interest and penalties thereon or with respect thereto, and all out-of- pocket costs and expenses, including the reasonable fees and expenses of counsel for Lender from time to time arising in connection with defending against the enforcement same, which may arise by reason of the purchase or collection ownership of sums due under this Note or the Credit Agreementany Asset Interest, and in connection with any amendment or modification of such documents or any “work-out” other interest in connection with the Pool Receivables or in any goods which secure any such documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, shareholders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Note or the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldPool Receivables.

General Indemnity. Borrower agrees upon demand 1. The Borrowers hereby agree at all times to pay or reimburse Lender for all liabilitiespromptly or, obligations and out-of-pocket expensesas the case may be, including Lender’s expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit Agreement, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnify, reimburse indemnify and hold Lender, the Finance Parties and each of its their respective successors, assigns, agents, attorneys, officers, directors, shareholders, servantsrepresentatives, agents and employees (each an “together the "Indemnified Person”Parties") harmless on a full indemnity basis from and against each and every loss suffered or incurred by or imposed on any Indemnified Party related to or arising out of: (a) the use of proceeds of the Loan; (b) the execution and delivery of any commitment letter, engagement letter, fee letter, the Finance Documents or any other document connected therewith or the performance of the respective obligations thereunder, including without limitation environmental liabilities; or (c) any claim, action, suit, investigation or proceeding relating to the foregoing or the Security Parties, whether or not any Indemnified Party is a party thereto or target thereof, or the Indemnified Parties' roles in connection therewith, and will reimburse the Indemnified Parties, on demand, for all reasonable expenses (including reasonable counsel fees and expenses) as they are incurred by the Indemnified Parties in connection with investigating, preparing for or defending any such claim, action, suit or proceeding (including any security holder actions or proceeding, inquiry or investigation), whether or not in connection with pending or threatened litigation in which the Security Parties are a party. 2. The Borrowers will not, however, be responsible for any claims, liabilities, losses, damages, actions, suits, demands, claims damages or expenses of an Indemnified Party that are finally judicially determined by a court of competent jurisdiction to have resulted principally from the wilful misconduct or gross negligence of such Indemnified Party. 3. The foregoing shall be in addition to any rights that the Indemnified Parties may have at common law or otherwise and shall extend upon the same terms to and inure to the benefit of any kind and nature (including claims relating to environmental dischargeaffiliate, cleanup director, officer, employee, agent or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such controlling person of an Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Note or the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldParty.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit Agreement, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, shareholders, servants, agents and employees (each an “Indemnified Person”a) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Note or the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lendershall protect, each of indemnify, reimburse, defend and hold harmless Lender and its officers, partners, and each of their respectivemembers, directors, trustees, advisors, employees, agents, sub-agents, affiliates, successors, participants and assigns of any and all of the foregoing (collectively, the “Indemnified Parties”) for, from and against, and shall be responsible for, any and all Damages of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against any of the Indemnified Parties, in any way relating to or arising out of (i) any negligence or tortious act or omission on the part of Borrower or any of its agents, contractors, servants or employees; (ii) any failure on the part of Borrower to perform or comply with any of the terms of the Loan Documents; and (iii) any failure of Borrower to comply with any Laws; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder to the extent that such Damages have been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified Party. (b) If for any reason (including violation of Law or public policy) the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 8.18 are unenforceable in whole or in part or are otherwise unavailable to Lender or insufficient to hold it harmless, then Borrower shall contribute to the amount paid or payable by Lender as a result of any Damages the maximum amount Borrower is permitted to pay under Law. The obligations of Borrower under this Section 8.18 will be in addition to any liability that Borrower may otherwise have hereunder and under the other Loan Documents, will extend upon the same terms and conditions to any Affiliate of Lender and the partners, members, directors, officersagents, shareholdersemployees and controlling persons (if any), successors as the case may be, of Lender and assigns against any indemnified Claim described such Affiliate, and will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of Borrower, Lender, any such Affiliate and any such Person. (c) At the option of the Indemnified Parties and in their sole discretion, upon written request by any Indemnified Party, Borrower shall defend such Indemnified Party (if requested by any Indemnified Party, in the name of the Indemnified Party) by attorneys and other professionals reasonably approved by such Indemnified Party. Notwithstanding the foregoing, any Indemnified Party may engage its own attorneys and other professionals to defend or assist it (chosen at Lender’s sole discretion), and, at the option of such Indemnified Party, its attorneys shall control the resolution of any claim or proceeding. Upon demand, Borrower shall pay or, in the sole discretion of the Indemnified Parties, reimburse, the Indemnified Parties for the payment of reasonable fees and disbursements of attorneys, engineers, environmental consultants, laboratories and other professionals in connection therewith. (d) Any amounts payable to Lender by reason of the application of this Section 8.18 shall become immediately due and payable and shall bear interest at the Default Rate from the date Damages are sustained by the Indemnified Parties until paid. (e) The provisions of and undertakings and indemnification set forth in this Section. Borrower Section 8.18 shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldsurvive the satisfaction and payment in full of the Indebtedness and termination of this Agreement.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with The Company shall indemnify the enforcement or collection of sums due under this Note or the Credit Agreement, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnify, reimburse and hold Lender, Purchaser and each of its respective successorsthe Purchaser’s directors, assignsofficers, employees, agents, attorneys, accountants, consultants and each Person, if any, who controls the Purchaser (the Purchaser and each of such directors, officers, directorsemployees, shareholdersagents, servantsattorneys, agents accountants, consultants and employees (each control Persons is referred to as an “Indemnified PersonParty”) and hold each of them harmless from and against any and all liabilities, lossesclaims, damages, actions, suits, demands, claims liabilities and reasonable expenses (including reasonable fees and disbursements of counsel with whom any Indemnified Party may consult in connection therewith and all reasonable expenses of litigation or preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party in connection with (a) the Indemnified Party’s compliance with or contest of any kind subpoena or other process issued against it in any proceeding involving the Company or any of its Subsidiaries or their affiliates, (b) any litigation or investigation involving the Company, any of its Subsidiaries or their affiliates, or any officer, director or employee thereof, (c) the existence or exercise of any security rights with respect to the collateral under the Note Documents, or (d) this Agreement, any other Note Document or any transaction contemplated hereby or thereby; provided, however, that the foregoing indemnity shall not apply to litigation commenced by the Company against the Purchaser which seeks enforcement of any of the rights of the Company hereunder or under any other Note Document and nature (including claims relating is determined adversely to environmental discharge, cleanup the Purchaser in a final nonappealable judgment or compliance), all costs and expenses whatsoever to the extent they may be incurred such claims, damages, liabilities and expenses result from the Indemnified Party’s own gross negligence or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Note or the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldwillful misconduct.

General Indemnity. Borrower agrees upon demand Subject to pay paragraphs 2 and 3 hereof, the Corporation will, to the fullest extent possible under applicable law, indemnify and hold harmless the Indemnified Party and the heirs, executors, administrators and other legal representatives of the Indemnified Party (each of which is included in any reference in this Agreement to the Indemnified Party) against any and all costs, charges and expenses, regardless of when or reimburse Lender for how they arose including, without limiting the generality of the foregoing, all liabilities, obligations and out-of-pocket expensesawards, settlements, statutory obligations, fines, penalties, fees, including Lender’s expenses charges and reasonable fees disbursements for the services of any experts, all legal fees, charges and expenses disbursements on a solicitor and client basis and any amount paid to settle any actions or proceedings or to satisfy any judgments and including “expenses” and “eligible penalties”, each as defined in the Act (any and all of counsel for Lender from time the foregoing being referred to time arising herein as “Liabilities”) reasonably incurred by the Indemnified Party for, or in connection with the enforcement with, any civil, criminal, administrative, or collection investigative or other action or proceeding (including, without limitation, any claim, demand, suit, inquiry, hearing, discovery, investigation or other proceeding of sums due under this Note whatever nature), whether threatened, commenced, pending, continuing or the Credit Agreementcompleted, and in connection with any amendment or modification appeal thereof (any and all of such documents or any “work-out” in connection with such documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, shareholders, servants, agents and employees (each the foregoing being hereinafter referred to as an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines or penalties (and other charges of any applicable governmental authority) (each, a “ClaimAction”), directly to which the Indemnified Party may be involved (whether as a party, witness or indirectly relating to otherwise) because of (i) acting or arising out having acted in the capacity of a director and/or officer of the use Corporation and/or an Affiliate, (ii) acting or having acted in the capacity of a director and/or officer of another corporation at a time when the corporation either is or was an Affiliate of the proceeds Corporation, or at the request of the Loans Corporation, or otherwise(iii) acting or having acted, or holding or having held a position equivalent to that of, a director and/or officer of a partnership, trust, joint venture or other unincorporated entity at the falsity request of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Note or the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldCorporation.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit Agreement, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower a. The Concessionaire shall indemnify, reimburse defend and hold Lenderthe State Govt. and the Particpating ULBs harmless against any and all proceedings, actions and, third party claims for loss, damage and each expense of its respective successors, assigns, agents, attorneys, officers, directors, shareholders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any whatever kind and nature (including claims relating to environmental dischargearising out of the design, cleanup or compliance)engineering, all costs construction, operation and expenses whatsoever to maintenance of the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly relating to Regional MSW Facility or arising out of a breach by Concessionaire of any of its obligations under this Agreement (except to the use extent that any such claim has arisen due to the State Govt. or the Participating ULB/ULBs Event of Default). b. State Govt. shall , indemnify, defend and hold harmless the Concessionaire against any and all proceedings, actions, third party claims for loss, damage and expense of whatever kind and nature arising out of: (i) defect in title and/or the rights of the proceeds State Govt. in the land comprised in the Site adversely affecting the performance of the Loans or otherwise, the falsity Concessionaire‟s obligations under this Agreement and/or (ii) arising out of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Note or the Credit Agreement. Such indemnities shall continue acts done in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each discharge of their respectivelawful functions by State Govt., its Officers, servants, agents, employeessubsidiaries and Contractors (“the State Govt. Indemnified Persons”) including the State Govt. Events of Default except to the extent that any such claim has arisen due to a negligent act or omission, directorsbreach of contract or breach of statutory duty on the part of the Concessionaire, officersits Subsidiaries, shareholdersaffiliates, successors contractors, servants or agents including due to Concessionaire Event of Default. c. The Participating ULBs shall indemnify, defend and assigns hold harmless the Concessionaire against any indemnified Claim described and all proceedings, actions, third party claims for loss, damage and expense of whatever kind and nature arising out of acts done in this Section. Borrower shall not settle discharge of their lawful functions by the Participating ULBs, its Officers, servants, agents, subsidiaries and Contractors (“the Participating ULBs Indemnified Persons”) including the Participating ULB/ULBs Events of Default except to the extent that any such claim has arisen due to a negligent act or compromise any Claim against omission, breach of contract or involving Lender without first obtaining Lender’s written consent theretobreach of statutory duty on the part of the Concessionaire, which consent shall not be unreasonably withheldits Subsidiaries, affiliates, Contractors, servants or agents including due to Concessionaire Event of Default.

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify each of the Administrative Agent, the Lender, the Liquidity Providers, the Liquidity Agent, the Collateral Agent, each of their respective Affiliates, and all successors and permitted transferees, participants and assigns and all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each an "Indemnified Party"), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by any of them as a result of a claim arising out of or relating to the Transaction Documents or the transactions contemplated thereby, excluding, however, Indemnified Amounts to the extent determined by a court of competent jurisdiction or in binding arbitration to have resulted from gross negligence or willful misconduct on the part of such Indemnified Party. Without limiting the foregoing, Borrower shall indemnify each Indemnified Party for Indemnified Amounts arising out of or relating to: (i) the transfer by Borrower of any interest in any of its assets other than the grant of a security interest granted to the Collateral Agent and the other Secured Parties, pursuant to Section 1.03 (or as otherwise permitted hereunder); (ii) any representation or warranty made by Borrower (or any of its officers or Affiliates) under or in connection with any Transaction Document, any information or report delivered by or on behalf of Borrower pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made (unless so disclosed at the time of delivery); (iii) the failure by Borrower or the Check-Casher to comply with any Applicable Law, including, ▇▇▇▇out limitation, the failure to obtain and maintain in full force and effect any licenses required by any Governmental Authority or the failure to comply with all required disclosure and other regulatory requirements, in each case in connection with the Borrower's and ACE's activities contemplated by the Transaction Documents or the terms of any of the Transaction Documents; (iv) the failure to vest and maintain vested in the Collateral Agent a first priority perfected security interest in all of the assets of Borrower free and clear of any Lien, other than a Lien arising solely as a result of an act of the Secured Parties, whether existing at the time of any Borrowing or at any time thereafter; (v) the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws with respect to the assets of Borrower, whether at the time of any Borrowing or at any time thereafter; (vi) any failure of Borrower to perform its duties or obligations in accordance with the provisions of Article VII or otherwise hereunder or under any other Transaction Document; (vii) any failure by Borrower to file any tax returns or pay any taxes when due; (viii) any tax or governmental fee, fine or charge (but not including U.S. federal income taxes upon demand or measured by net income or state or local taxes upon or measured by net income imposed on the Indemnified Parties by the jurisdiction in which such Indemnified Party is organized or is otherwise taxable without regard to their participation in the transactions contemplated by the Transaction Documents), all interest and penalties (including, but not limited to, penalties for failure to file returns or pay amounts due) thereon or reimburse Lender for with respect thereto, and all liabilities, obligations and out-of-pocket costs and expenses, including Lender’s expenses and including, but not limited to (i) the reasonable fees and expenses of counsel for Lender from time to time arising in connection with defending against the enforcement or collection same, which may arise by reason of sums due under this Note or the Credit Agreement, and in connection with any amendment or modification of such documents Loans or any “work-out” interest in connection with such documents. Borrower shall indemnifythe assets of Borrower, reimburse and hold Lender(ii) any fees, and each of its respective successors, assigns, agents, attorneys, officers, directors, shareholders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims fines or charges which may be imposed as a result of any kind failure to properly disclose any fees charged to any consumer in an SSM transaction and nature (including claims relating iii) the reasonable fees and expenses incurred to environmental discharge, cleanup or compliance), file any returns required to be filed to report the same; and (ix) any and all out-of-pocket costs and expenses whatsoever to the extent they may be (including reasonable fees and expenses of counsel and other experts) incurred or suffered by such Indemnified Person the Collateral Agent in connection therewith (including reasonable attorneys’ fees and expenses), fines or penalties (and other charges its capacity as the account holder for any of the Vault Collection Accounts as a result of any applicable governmental authority) (eachaction taken or omitted to be taken by the Collateral Agent in such capacity or otherwise incurred or suffered by the Collateral Agent in such capacity, a “Claim”)including, directly or indirectly relating to or arising out without limitation, all cost and expense associated with the establishment and maintenance of the use Vault Collection Accounts, to the extent not reimbursed by application of the proceeds of Collateral; provided that the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Note or the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle be liable for any portion of any such costs or compromise any Claim against expenses resulting from or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldattributable to gross negligence or willful misconduct on the part of the Collateral Agent.

General Indemnity. Borrower Without limiting any other rights ---------------- which any such Person may have hereunder or under applicable law, the Company hereby agrees upon demand to pay or reimburse Lender for all liabilitiesindemnify each of the Administrator, obligations and out-of-pocket expensesLender, including Lender’s expenses and reasonable fees and expenses the Liquidity Banks, the other Program Support Providers, the Liquidity Agent, each of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit Agreementtheir respective Affiliates, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective all successors, assignstransferees, agents, attorneys, participants and assigns and all officers, directors, shareholders, servantscontrolling persons, employees and agents and employees of any of the foregoing (each an “"Indemnified Person”) harmless Party"), ----------------- forthwith on demand, from and against any and all liabilitiesdamages, losses, damagesclaims, actions, suits, demands, claims of any kind liabilities and nature (including claims relating to environmental discharge, cleanup or compliance), all related costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (expenses, including reasonable attorneys’ ' fees and expenses), fines disbursements (all of the foregoing being collectively referred to as "Indemnified ----------- Amounts") awarded against or penalties (and other charges incurred by any of any applicable governmental authority) (each, a “Claim”), directly them arising out ------- of or indirectly relating to the Transaction Documents or arising out of the use of the proceeds ownership or funding of the Loans or otherwisein respect of any Receivable or any Contract, excluding, however, (a) Indemnified Amounts to the --------- ------- extent determined by a court of competent jurisdiction to have resulted from gross negligence or willful misconduct of such Indemnified Party, (b) recourse (except as otherwise specifically provided in this Agreement) for Defaulted Receivables, (c) taxes on net income, or (d) Indemnified Amounts resulting solely from acts or omissions of Servicer. Without limiting the foregoing, the falsity Company shall indemnify each Indemnified Party for Indemnified Amounts arising out of or relating to: (i) the transfer by the Company of any interest in any Receivable other than the grant of a security interest to Lender pursuant to Section 9.01; ------------ (ii) any representation or warranty made by the Company under or in connection with any Transaction Document, any Information Package or any other information or report delivered by or on behalf of Borrower the Company pursuant hereto, which shall have been false, incorrect or Borrower’s misleading in any material respect when made or deemed made; (iii) the failure by the Company to comply with the terms of this Note any applicable law, rule or regulation (including truth in lending, fair credit billing, usury, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy) with respect to any Pool Receivable or the Credit Agreement. Such indemnities shall continue related Contract, or the nonconformity of any Pool Receivable or the related Contract with any such applicable law, rule or regulation; (iv) the failure to vest and maintain vested in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheld.

General Indemnity. Borrower agrees upon demand to pay The Company shall indemnify the Lenders and the Agent and hold them harmless from any liability, loss or reimburse Lender for all liabilitiesdamage resulting from the violation by the Company of Section 2.5.5. In addition, obligations and out-of-pocket expensesthe Company shall indemnify each Lender, including Lender’s expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note Agent, the Syndication Agent, the Documentation Agent, the Joint Lead Arrangers or the Credit Agreement, and in connection with any amendment or modification of such documents or any “workCo-out” in connection with such documents. Borrower shall indemnify, reimburse and hold Lender, and Arranger each of its respective successorsthe Lenders' or the Agent's directors, assignsofficers and employees, agents, attorneys, accountants, consultants and Affiliates and each Person, if any, who controls any Lender or the Agent (each Lender, the Agent and each of such directors, officers, directorsemployees, shareholdersagents, servantsattorneys, agents accountants, consultants and employees (Affiliates and control Persons is referred to as an "Indemnified Party") and hold each an “Indemnified Person”) of them harmless from and against any and all liabilities, lossesclaims, damages, actions, suits, demands, claims liabilities and reasonable expenses (including reasonable fees and disbursements of counsel with whom any Indemnified Party may consult in connection therewith and all reasonable expenses of litigation or preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party in connection with (a) the Indemnified Party's compliance with or contest of any kind subpoena or other process issued against it in any proceeding involving the Company or any of its Subsidiaries or their Affiliates, (b) any litigation or investigation involving the Company, any of its Subsidiaries or their Affiliates, or any officer, director or employee thereof, (c) the existence or exercise of any security rights with respect to the Credit Security in accordance with the Credit Documents, or (d) this Agreement, any other Credit Document or any transaction contemplated hereby or thereby; provided, however, that the foregoing indemnity shall not apply (i) to litigation commenced by the Company against the Lenders or the Agent which seeks enforcement of any of the rights of the Company hereunder or under any other Credit Document and nature is determined adversely to the Lenders or the Agent in a final nonappealable judgment by a court of competent jurisdiction or (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever ii) to the extent they may be incurred or suffered such claims, damages, liabilities and expenses are determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines Party's gross negligence or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Note or the Credit Agreementwillful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldTHE COMPANY EXPRESSLY ACKNOWLEDGES THAT IT MAY BE REQUIRED TO INDEMNIFY PERSONS AGAINST THEIR OWN NEGLIGENCE.

General Indemnity. Borrower agrees upon demand In addition to the payment of expenses pursuant to Section 9.3, whether or not the transactions contemplated hereby shall be consummated, the Borrowers hereby jointly and severally agree to indemnify, pay or reimburse Lender for all liabilitiesand hold Agent, obligations each of the Lenders and out-of-pocket expenses, including Lender’s expenses and reasonable fees and expenses any other holder(s) of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit AgreementNotes, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, the officers, directors, shareholders, servantsemployees, agents and employees affiliates of any of them (each an collectively, the “Indemnified PersonIndemnitees”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, demandsclaims, claims costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and nature (including claims relating to environmental dischargedisbursements of counsel for such Indemnitees in connection with any investigative, cleanup administrative or compliancejudicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), all costs and expenses whatsoever to the extent they that may be imposed on, incurred by or suffered by such Indemnified Person asserted against the Indemnitees, in connection therewith (including reasonable attorneys’ fees and expenses), fines or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly manner relating to or arising out of this Agreement, any of the other Transaction Documents or any other agreement, document or instrument executed and delivered by any of the Borrowers or any other Obligor in connection herewith or therewith, the statements contained in any commitment letters delivered by Agent or any of the Lenders, the Lenders’ agreements to make the Loans hereunder or the use or intended use of the proceeds of the Loans or otherwiseany Loan hereunder (collectively, the falsity “indemnified liabilities”); provided that the Borrowers shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities, or for expenses under Section 9.3 relating to any such indemnified liabilities, arising from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any representation law or warranty public policy, the Borrowers shall contribute the maximum portion that they are permitted to pay and satisfy under applicable law to the payment and satisfaction of Borrower all indemnified liabilities incurred by the Indemnitees or Borrower’s failure to comply with any of them. The provisions of the terms undertakings and indemnification set out in this Section 9.5 shall survive satisfaction and payment of this Note or the Credit Agreement. Such indemnities shall continue in full force Borrowers’ Obligations and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldAgreement.

General Indemnity. In addition to the payment of expenses ----------------- pursuant to Section 8.03, whether or not the transactions contemplated hereby shall be consummated, Borrower hereby agrees upon demand to defend, indemnify, pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s expenses hold the Administrative Agent and reasonable fees each Bank and expenses any holders of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit AgreementNotes, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, the officers, directors, shareholders, servantsemployees, agents and employees affiliates of the Administrative Agent and each Bank and such holders (each an “Indemnified Person”collectively, the "Indemnitees") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, demandsclaims, claims disbursements, costs and expenses of any kind or nature whatsoever (including, without limitation, the reasonable fees and nature (including claims relating to environmental dischargedisbursements of counsel for such Indemnitees in connection with any investigative, cleanup administrative or compliancejudicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), all costs and expenses whatsoever to the extent they that may be imposed on, incurred by or suffered by such Indemnified Person asserted against the Indemnitees, in connection therewith (including reasonable attorneys’ fees and expenses), fines or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly manner relating to or arising out of this Agreement, any of the other Transaction Documents or any other agreement, document or instrument executed and delivered by Borrower in connection herewith or therewith, the statements contained in any commitment letters delivered by the Administrative Agent or any Bank, the agreement of the Banks to make the Loans under this Agreement or the use or intended use of the proceeds of the Loans or otherwiseany Loan under this Agreement (collectively, the falsity "indemnified liabilities"); provided that (a) Borrower shall have no -------- obligation to an Indemnitee hereunder with respect to indemnified liabilities directly and solely resulting from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final, nonappealable order and (b) Borrower shall have no obligation to indemnify the Administrative Agent or any Bank with respect to disputes between the Administrative Agent and any Bank or with respect to disputes among the Banks. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any representation law or warranty public policy, Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of Borrower all indemnified liabilities incurred by the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 8.04 shall survive satisfaction and payment of the Borrower’s failure to comply with 's Obligations and the terms of this Note or the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldAgreement.

General Indemnity. Without limiting any other rights that any such Person may have hereunder or under applicable law (including, without limitation, the right to recover damages for breach of contract), the Borrower hereby agrees to indemnify each of the Agent and the Lender and, each of their respective Affiliates, members, and all successors, transferees, participants and assigns and all officers, directors, employees, advisors and agents of any of the foregoing (each an "Indemnified Party"), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including attorneys' fees and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by any of them arising out of or relating to the Transaction Documents or the funding of the Advances or in respect of any Pledged Student Loan, excluding, however, Indemnified Amounts to the extent determined by a court of competent jurisdiction to have resulted from gross negligence or willful misconduct on the part of such Indemnified Party. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts arising out of or relating to: (i) the adjustment or any non-cash reduction in the outstanding Principal Balance of any Pledged Student Loan other than as expressly permitted hereunder or under the applicable Servicing Agreement; (ii) the transfer by the Borrower of any interest in the Collateral other than the grant of the security interest granted to the Agent, for the benefit of Lenders and the other Secured Parties, pursuant to Section 1.03; (iii) any representation or warranty made or deemed made by the Borrower (or any of its officers or Affiliates) under or in connection with any Transaction Document or any other information or report delivered by or on behalf of the Borrower pursuant hereto, which shall have been false, incorrect or misleading in any respect when made or deemed made; (iv) the failure by the Borrower to comply with any applicable law, rule or regulation with respect to any Pledged Student Loan or the nonconformity of any Pledged Student Loan with any such applicable law, rule or regulation, including in each case (without limitation) failure to comply with the Equal Credit Opportunity Act, the Fair Debt Collection Practices Act, the Truth in Lending Act, the Federal Trade Commission Act, the Federal Reserve Board's Regulation B, applicable laws relating to usury, truth-in-lending, education lending, fair credit billing, fair credit reporting, fair debt collection practices, privacy, consumer credit protection and disclosure and other applicable consumer credit laws and equal credit opportunity laws; (v) the failure to vest and maintain vested in the Agent, for the benefit of the Secured Parties, a first priority perfected security interest, in the Collateral, free and clear of any Lien, other than a Lien arising solely as a result of an act of the Lenders or the Agent, whether existing at the time of any Borrowing or at any time thereafter; (vi) the failure to file, or any delay in filing, financing statements, continuation statements, or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any item of the Collateral, whether at the time of any Borrowing or at any time thereafter; (vii) any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Student Loan in, or purporting to be in, the Collateral, any diminution in value of the Collateral, or any other claim brought by any Person, in each case, arising from any activity or inactivity by the Borrower or an Affiliate of the Borrower in connection with the Collateral (including, without limitation, a defense based on such Student Loan not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms or any defense based on the failure to comply with the Equal Credit Opportunity Act, the Fair Debt Collection Practices Act, the Truth in Lending Act, the Federal Trade Commission Act, the Federal Reserve Board's Regulation B, applicable laws relating to usury, truth-in-lending, education lending, fair credit billing, fair credit reporting, fair debt collection practices, privacy, consumer credit protection and disclosure and other applicable consumer credit laws and equal credit opportunity laws); (viii) the introduction after the Closing Date of, or any change after the Closing Date in, the interpretation or administration of any law, rule or regulation that results in any tax or governmental fee or charge (but not including taxes upon demand to pay or reimburse Lender for measured by net income or gross revenues), all liabilitiesinterest and penalties thereon or with respect thereto, obligations and all out-of-pocket costs and expenses, including Lender’s expenses and the reasonable fees and expenses of counsel for Lender from time in defending against the same, which may arise by reason of the Advances, or any interest in the item of the Collateral; (ix) the failure by the Borrower to time comply with any term, provision or covenant contained in any Transaction Document to which it is party; (x) any Lien (other than the Lien granted to the Agent under this Agreement) attaching to any Student Loan or any Related Security or Collections with respect thereto, arising in connection with any action or inaction by the enforcement Borrower or collection any Affiliate of sums due under this Note the Borrower whether existing at the time that such Student Loan initially arose or the Credit Agreement, and at any time thereafter; (xi) any claim or action of whatever sort arising out of or in connection with the servicing of any amendment Student Loan to the extent such servicing was provided by the Borrower or modification an Affiliate of the Borrower or, if such documents servicing was provided by a Person not the Borrower or an Affiliate of the Borrower, to the extent the Borrower is entitled to recover such Indemnified Amounts from such non-Affiliate or another Person; (xii) the failure to pay when due any taxes and fees payable by the Borrower or any “work-out” Originator in connection with such documents. Borrower shall indemnifythe Collateral or the execution, reimburse delivery, filing and hold Lender, recording of this Agreement or the other agreements and each of its respective successors, assigns, agents, attorneys, officers, directors, shareholders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature documents to be delivered hereunder (including claims relating to environmental dischargeany UCC financing statements); (xiii) the payment by such Indemnified Party of taxes, cleanup including, without limitation, any taxes imposed by any jurisdiction on amounts payable and any liability (including penalties, interest and expenses) arising therefrom or compliance)with respect thereto, all costs and expenses whatsoever to the extent they may be incurred caused by the Borrower's actions or suffered failure to act in breach of this Agreement, excluding, however, any taxes which the Borrower is expressly not obligated to pay pursuant to Sections 2.06 and 4.02; (xiv) the commingling of Collections with any other funds of the Borrower or any Affiliate of the Borrower; (xv) any failure by the Borrower to give reasonably equivalent value to any Originator in consideration for the transfer by such Indemnified Originator to the Borrower of any Student Loans, or any attempt by any Person to void any such transfer under any statutory provision or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; (xvi) any investigation, litigation or proceeding arising out of or related to this Agreement or the use of proceeds of the Advances made pursuant to this Agreement or any other Transaction Document delivered hereunder or in connection therewith respect of any of the Student Loans related hereto; (including reasonable attorneys’ fees and expenses), fines xvii) the sale or penalties (and other charges pledge by the Borrower or any Affiliated Originator of any Student Loan in violation of any applicable governmental authority) (eachlaw, a “Claim”), directly rule or indirectly relating regulation. Any amounts subject to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms indemnification provisions of this Note or Section 11.01 shall be paid by the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding Borrower to the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldrelated Indemnified Party within five (5) Business Days following demand therefor accompanied by reasonable supporting documentation with respect to such amounts.

General Indemnity. Borrower agrees upon demand The Corporation agrees: (a) Expanded Indemnity - except in respect of an action by or on behalf of the Corporation or an Interested Corporation to procure a judgment in its favour against the Indemnified Party, or as otherwise provided herein, to indemnify and save the Indemnified Party harmless, to the full extent permitted by law, including but not limited to that under the Canada Business Corporations Act, as the same exists on the date hereof or may hereafter be amended (but, in the case of such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than the law permitted prior to such amendment) from and against any and all costs, charges, expenses, fees, loss, damages or liabilities (including legal or other professional fees), without limitation, and whether incurred alone or jointly with others, which the Indemnified Party may suffer, sustain, incur or be required to pay arising out of or reimburse Lender incurred in respect of any action, suit, proceeding, investigation or claim which may be brought, commenced, made, prosecuted or threatened against the Indemnified Party or any of the other directors or officers of the Corporation, an Interested Corporation or Other Entity, for all liabilitiesor in respect of any claim to which he is made a party by being or having been a director or officer of the Corporation, obligations an Interested Corporation or Other Entity or which the Indemnified Party may be required to participate in or provide evidence in respect of (any of the same hereinafter being referred to as a "Claim") howsoever arising and out-whether arising in law, equity or under statute, regulation or governmental ordinance of any jurisdiction or any act, deed, matter or thing done, made, permitted or omitted by the Indemnified Party arising out of-pocket expenses, including Lender’s expenses and reasonable fees and expenses of counsel for Lender from time to time arising or in connection with the enforcement affairs of the Corporation, the Interested Corporation or collection of sums due under this Note Other Entity or the Credit Agreementexercise by the Indemnified Party of his powers or the performance of his duties as a director or officer of the Corporation, an Interested Corporation or Other Entity including, without limitation, any and all costs, charges, expenses, fees, loss, damages or liabilities which the Indemnified Party may suffer, sustain or incur or be required to pay in connection with any amendment investigating, initiating, defending, appealing, preparing for, providing evidence in, instructing and receiving the advice of his own or modification of such documents other counsel, or any “work-out” amount paid to settle any claim or satisfy any judgment, fine or penalty, provided that the indemnity provided for in this Section 1(a) will only be available provided: (i) the Indemnified Party was acting honestly and in good faith with a view to the best interests of the Corporation, the Interested Corporation or Other Entity, as the case may be; (ii) in the case of a criminal or administrative action or proceeding that is enforced by monetary penalty, in so acting, the Indemnified Party had reasonable grounds for believing that his conduct was lawful; and (b) Indemnity as of Right - notwithstanding anything herein, an Indemnified Party is entitled to indemnity from the Corporation in respect of all costs, charges and expenses reasonably incurred by him in connection with such documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, shareholders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims the defence of any kind and nature (including claims relating civil, criminal or administrative action or proceeding to environmental discharge, cleanup which he is made a party by reason of his being or compliance), all costs and expenses whatsoever to the extent they may be incurred having been a director or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly relating to or arising out officer of the use Corporation or an Interested Corporation, if the Indemnified Party: (i) was substantially successful on the merits in his defence of the proceeds of action or proceeding; and (ii) fulfils the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Note or the Credit Agreement. Such indemnities shall continue conditions set out in full force Section 1(a)(i) and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheld(ii) above.

General Indemnity. Borrower agrees upon demand that while ▇▇▇▇▇▇ has no liability to pay any person in tort or reimburse otherwise as lender and that Lender for all liabilitiesis not an owner or operator of the Property, obligations Borrower shall, at its sole expense (but subject to the provisions of Section 8.01 above), protect, defend, release, indemnify and out-of-pocket expenseshold harmless (“indemnify”) the Indemnified Parties from any Losses (defined below) imposed on, including Lender’s expenses and reasonable fees and expenses incurred by, or asserted against the Indemnified Parties, directly or indirectly, arising out of counsel for Lender from time to time arising or in connection with the enforcement or collection of sums due under this Note Property, the Loan, or the Credit AgreementDocuments, including Losses; provided, however, that the foregoing indemnities shall not apply to any Losses caused by (i) the gross negligence of Lender, (ii) the willful misconduct of Lender, (iii) an illegal act by ▇▇▇▇▇▇, or (iv) fraud on the part of Lender; and provided further that the foregoing indemnities shall not apply to claims brought by or on behalf of Lender or any of the other Indemnified Parties unless such claims are for indemnification against claims imposed on, incurred by, or asserted against Lender or such other Indemnified Parties by a third party. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value of the Property), Costs, expenses, fines, penalties, charges, fees, judgments, awards, and amounts paid in connection with any amendment or modification settlement of such documents or any whatever kind including attorneys’ fees (both in-house staff and retained attorneys) and all other costs of defense. The term “work-outIndemnified Parties” in connection with such documents. Borrower shall indemnify, reimburse and hold mean (a) Lender, and each (b) any prior owner or holder of its respective successorsthe Note, assigns(c) any existing or prior servicer of the Loan, agents(d) Trustee, attorneys, (e) the officers, directors, shareholders, servantspartners, agents members, employees and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims trustees of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Note or the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partnersforegoing, and each of their respective(f) the heirs, agents, employees, directors, officers, shareholderslegal representatives, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldof each of the foregoing.

General Indemnity. In addition to the payment of expenses pursuant to Section 7(f), whether or not the transactions contemplated hereby shall be consummated, the Borrower hereby indemnifies, and agrees upon demand to pay or reimburse Lender for all liabilitiesand hold the Lenders, obligations the Collateral Agent, their respective affiliates and out-of-pocket expenses, including Lender’s expenses and reasonable fees and expenses any holder of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit Agreementany Note, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnify, reimburse and hold Lender, and each of its their respective successors, assigns, agents, attorneys, officers, directors, shareholdersemployees, servantsagents, agents successors and employees assigns (each an collectively called the “Indemnified PersonIndemnitees”) harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, demandsclaims, claims costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and nature (including claims relating to environmental dischargedisbursements of counsel for any of such Indemnitees in connection with any investigative, cleanup administrative or compliancejudicial proceeding commenced or threatened, whether or not any of such Indemnitees shall be designated a party thereto), all costs and expenses whatsoever to the extent they that may be imposed on, incurred by, or suffered by such Indemnified Person in connection therewith asserted against the Indemnitees (including reasonable attorneys’ fees and expensesor any of them), fines or penalties (and other charges of in any applicable governmental authority) (each, a “Claim”), directly or indirectly manner relating to or arising out of the Loan Documents, the statements contained in any proposal letters or other similar correspondence delivered by either or both Lenders or the Collateral Agent (whether in person, by mail, courier or any electronic means), the Lenders’ agreement to make the Loan to the Borrower, or the use or intended use of the proceeds of the Loans Loan (the “Indemnified Liabilities”); provided, however, that the Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence or otherwisewillful misconduct of an Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the falsity Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any representation or warranty of them. The obligations of the Borrower or Borrower’s failure to comply with the terms of under this Note or the Credit Agreement. Such indemnities Section 13(d) and under Section 7(f) shall continue in full force and effect, notwithstanding the expiration or survive any termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldAgreement.

General Indemnity. The Borrower agrees upon demand to pay or reimburse Lender for all liabilitiesshall pay, obligations and out-of-pocket expensesdefend, including Lender’s expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit Agreementindemnify, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnifyhold the Arranger, reimburse and hold each Lender, the Agent, the Other Agents, their respective Affiliates and each of its their respective successors, assigns, agents, attorneys, officers, directors, shareholdersemployees, servantscounsel, agents agents, advisors, representatives and employees attorneys-in-fact (each each, an “Indemnified Person”"INDEMNIFIED PERSON") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, demandscosts, claims charges, expenses or disbursements (including reasonable fees, disbursements and expenses of counsel and allocated costs of internal counsel incurred in defending any such action or incurred in enforcing this Section 11.06(a)), joint or several, that may be incurred by or asserted or awarded against any Indemnified Person, of any kind and or nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever with respect to the extent they may be incurred execution, delivery, enforcement and performance of this Agreement and any other Loan Document or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees the transactions contemplated herein, and expenses)with respect to any investigation, fines litigation or penalties (and other charges proceeding or the preparation of any applicable governmental authority) (each, a “Claim”), directly defense related to this Agreement or indirectly relating to the Advances or arising out the Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES") and whether or not such investigation, litigation or proceeding is brought by the Borrower, any Guarantor, any of the Loans their respective shareholders or creditors, an Indemnified Person, or any other person, except that no Indemnified Person shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Borrower, the falsity any Guarantor or any of any representation their respective shareholders or warranty of Borrower creditors for or Borrower’s failure to comply in connection with the terms transactions contemplated hereby, except to the extent that such liability is found in a final non-appealable judgment by a count of this Note competent jurisdiction to have resulted from the gross negligence or the Credit Agreementwillful misconduct of such Indemnified Person. Such indemnities In no event shall continue in full force and effectany Indemnified Person be liable on any theory of liability for any special, notwithstanding the expiration indirect, consequential or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldpunitive damages.

General Indemnity. Each Borrower agrees upon demand to pay or reimburse shall indemnify Lender for and its officers, directors, employees, attorneys and agents (each, an “Indemnified Party”) from, and shall defend and hold each Indemnified Party harmless against, any and all losses, liabilities, obligations and out-of-pocket expensesobligations, claims, actions, judgments, suits, damages, penalties, costs, fees, expenses (including reasonable attorney’s fees) of any kind or nature which at any time may be imposed on, incurred by, or asserted against an Indemnified Party: (a) as a result of Lender’s expenses exercise of (or failure to exercise) any of its rights and reasonable fees remedies hereunder, including, without limitation, (i) any sale or transfer of the Collateral, (ii) the preservation, repair, maintenance, preparation for sale or securing of any Collateral, and expenses (iii) the defense of counsel for Lender’s interests in the Collateral (including the defense of claims brought by either Borrower as a debtor-in-possession or otherwise, any secured or unsecured creditors of either Borrower, or any trustee or receiver in bankruptcy); (b) arising from or relating to (i) the maintenance and operation of the Lender from time to time arising in connection with the enforcement or collection of sums due under this Note Lockbox or the Credit AgreementLender Payment Account, and (ii) any action taken (or failure to act) by any Indemnified Party with respect thereto; (c) in connection with any amendment regulatory investigation or modification of such documents proceeding by any regulatory authority or any “work-out” in connection with such documents. Borrower shall indemnify, reimburse agency having jurisdiction over either Borrower; and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, shareholders, servants, agents and employees (each an “Indemnified Person”e) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly otherwise relating to or arising out of the use transactions contemplated by this Agreement and the other Loan Documents, or any action taken (or failure to act) by any Indemnified Party with respect thereto; provided that an Indemnified Party’s conduct in connection with any of the proceeds foregoing matters does not constitute gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction. This indemnification shall survive the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Note or the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this NoteAgreement and the payment and satisfaction of the Obligations. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at Lender may from time to time establish reserves with respect to this indemnity as Lender in its sole cost and expense, the entire defense of Lender, each of its partnersdiscretion may deem necessary or advisable, and each upon termination of their respectivethis Agreement, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in Lender may hold such reserves as cash reserves as security for this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldindemnity.

General Indemnity. Borrower agrees upon demand to pay (a) Indemnification by the Company. The Company will indemnify and hold harmless the Purchaser, each of its directors, fund managers and officers, and each person, if any, who controls the Purchaser within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Securities Act"), or reimburse Lender for all liabilitiesSection 20(a) of the Securities Exchange Act, obligations as amended (the "Exchange Act"), from and out-of-pocket expensesagainst any losses, including Lender’s expenses and reasonable fees claims, damages, liabilities and expenses (including reasonable costs of counsel for Lender from time defense and investigation and all reasonable attorneys' fees) to time arising which the Purchaser, each of its directors, fund managers and officers, and each person, if any, who controls the Purchaser may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained, or incorporated by reference, in the Registration Statement relating to the Common Stock being sold to the Purchaser (including any Prospectus Supplement filed in connection with the enforcement transactions contemplated hereunder which are a part of it), or collection of sums due any amendment or supplement to it, or (ii) the omission or alleged omission to state in that Registration Statement or any document incorporated by reference in the Registration Statement, a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that the Company shall not be liable under this Note Section 1(a) to the extent that a court of competent jurisdiction shall have determined by a final judgment (with no appeals available) that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act, undertaken or omitted to be taken by the Purchaser or such person through its bad faith or willful misconduct; provided, however, that the foregoing indemnity shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Purchaser expressly for use in the Registration Statement, any preliminary prospectus or the Credit Agreementprospectus (or any amendment or supplement thereto); and provided, further, that with respect to the prospectus, the foregoing indemnity shall not inure to the benefit of the Purchaser or any such person from whom the person asserting any loss, claim, damage, liability or expense purchased Common Stock, if copies of the prospectus were timely delivered to the Purchaser pursuant hereto and a copy of the prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of the Purchaser or any such person to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Common Stock to such person, and if the prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. (b) The Company will reimburse the Purchaser and each such controlling person promptly upon demand for any legal or other costs or expenses reasonably incurred by the Purchaser or any controlling person in investigating, defending against, or preparing to defend against any such claim, action, suit or proceeding, except that the Company will not be liable to the extent a claim or action which results in a loss, claim, damage, liability or expense arises out of, or is based upon, an untrue statement, alleged untrue statement, omission or alleged omission, included in any Registration Statement, prospectus or Prospectus Supplement or any amendment or supplement to the thereto in reliance upon, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnifyconformity with, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, shareholders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever written information furnished by the Purchaser to the extent they may be incurred Company for inclusion in the Registration Statement, prospectus or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Note or the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldProspectus Supplement.

General Indemnity. Borrower (a) Subject to the terms and ----------------- conditions of this Article VIII, ▇▇▇▇▇ agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit Agreement, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnify, reimburse defend and hold Lender, harmless Source and each of its respective successors, assigns, agents, attorneys, officers, directors, shareholders, servants, agents and employees (each an “Indemnified Person”) harmless Source Subsidiary from and against all liabilitiesdemands, claims, actions or causes of action, assessments, losses, damages, actionsliabilities, suitscosts and expenses, demandsincluding, claims without limitation, interest, penalties and reasonable attorneys' fees and expenses (collectively, "Damages"), asserted against, resulting to, imposed upon or incurred by Source or any Source Subsidiary by reason of or resulting from (i) a breach of any kind and nature representation, warranty or covenant of ▇▇▇▇▇ or any ▇▇▇▇▇ Contract Party contained in or made pursuant to or in connection with this Agreement or any of the Additional Agreements or (including ii) any liabilities or obligations of, or claims relating to environmental dischargeagainst or imposed on, cleanup Source or complianceany Source Subsidiary (whether absolute, accrued, contingent or otherwise), all costs and expenses whatsoever whether a contractual, tax (except as specifically covered in Section 8.02 hereof) or any other type of liability, obligation or claim), which was not required to be assumed by Source or any Source Subsidiary pursuant to this Agreement. (b) No claim for indemnification may be made under Section 8.03(a) hereof in respect of the first $100,000 in the aggregate of Damages that would otherwise have been required to be paid by ▇▇▇▇▇ as the indemnifying party under such Section 8.03(a). (c) Subject to the extent they may be terms and conditions of this Article VII, Source hereby agrees to and shall indemnify, defend and hold harmless ▇▇▇▇▇ and each ▇▇▇▇▇ Subsidiary from and against all Damages asserted against, resulting to, imposed upon or incurred by ▇▇▇▇▇ or suffered any ▇▇▇▇▇ Subsidiary by reason of or resulting from (i) a breach of any representation, warranty or covenant of Source contained in or made pursuant to this Agreement or any of the Additional Agreements, (ii) the failure of Source or any Source Subsidiary to pay, perform and discharge when due the liabilities and obligations of the Source Business, including those assumed by Source or such Indemnified Person Source Subsidiary pursuant to this Agreement, or (iii) any action made out against ▇▇▇▇▇ or any ▇▇▇▇▇ Subsidiary that arises out of or results from the operation of the Source Business, whether arising with respect to transactions or events occurring prior to or after the Closing Date; provided, however, that the indemnity provided for by clause (iii) of this subparagraph (c) shall not apply to any actions made out against ▇▇▇▇▇ or any ▇▇▇▇▇ Subsidiary in connection therewith (including reasonable attorneys’ fees and expenses), fines or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Note or the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each performance of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldrespective obligations under the Additional Agreements.

General Indemnity. Borrower (a) Seller agrees upon demand to pay or reimburse Lender for all liabilitiesreimburse, obligations hold harmless, indemnify and out-of-pocket expenses, including Lender’s expenses defend Buyer and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit Agreement, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, shareholderscontrolling persons (if any), servantsemployees, agents attorneys, agents, partners representatives, successors and employees assigns (each an “Indemnified Person”the "Buyer Indemnitees") harmless from and against all liabilitiesany loss, lossessuit, damagesclaim, actionsaction, suitscause of action, demandsproceeding (formal or informal), claims investigation, judgment, deficiency, actual or punitive damage, settlement, liability, expense or cost of any kind and nature (or amount whatever, including claims relating to environmental discharge, cleanup or compliance), all court costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ ' fees and expenses)(collectively, fines "Claims") which results from or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly relating to or arising arises out of or is based upon: (i) the use of the proceeds of the Loans or otherwise, the falsity inaccuracy of any representation or warranty of Borrower made by Seller or Borrower’s Elmagco (other than Section 3.14 which is covered in Section 9.1(a)(iii) below), or the failure to comply with perform or breach by Seller or Elmagco of any covenant, obligation or agreement contained in this Agreement, the terms Exhibits or Schedules hereto, the bring-down certificate required by Section 8.1(d) and any amendments that may be entered into; (ii) any pending or threatened litigation, claim or assessment against Elmagco (including but not limited to any claim based on tort liability, product liability, warranty, negligence or strict liability) designated by Buyer, in its sole discretion, and set forth on Schedule 9.1 which is to be delivered by Buyer to Seller at Closing ("Seller's Liabilities"); provided, however, that Seller shall have no liability under this Section 9.1(a)(ii) until and only to the extent that the aggregate Claims under this Section 9.1(a)(ii) exceed $317,000; and (iii) any inaccuracy of this Note the representation set forth in Section 3.14 or the Credit failure of Seller to pay any taxes, including, without limitation, any Texas franchise tax liability accruing to either Elmagco or Seller, and any liability for gain or loss on the sale of Shares pursuant to this Agreement arising out of or related to the transactions contemplated in this Agreement. (a) (i) and 9.1(a)(iii) shall be against the Escrow Fund established pursuant to Section 9.2. Such indemnities Provided further, that of the amount held in the Escrow Fund, no more than $1,500,000 thereof may be paid out to satisfy claims made pursuant to Section 9.1(a)(i). The entire amount of the Escrow Fund shall continue be subject to being paid out to satisfy claims made pursuant to Section 9.1(a)(iii). The Indemnity Agreement contained in this Section 9.1(a) shall remain operative and in full force and effect regardless of any investigation made by or on behalf of Buyer. Any indemnification payments made to Buyer shall be deemed an adjustment to the Purchase Price. (b) Buyer agrees to hold harmless, indemnify and defend Seller and its officers, directors, controlling persons, employees, attorneys, agents, representatives, successors and assigns (the "Seller Indemnitees") from and against any loss, claim, cause of action, damage, liability, expense or cost of any kind or amount whatever including court costs and reasonable attorneys' fees which result from or arise out of the inaccuracy of any representation or warranty made by Buyer, or the failure to perform or breach by Buyer of any covenant, obligation or agreement contained in this Agreement, the Exhibits or Schedules hereto, the bring-down certificate required by Section 8.2(c) and any amendments that may be entered into. The Indemnity Agreement contained in this Section 9.1(b) shall remain operative and in full force and effect, notwithstanding regardless of any investigation made by or on behalf of Seller or Elmagco. Any indemnification payments made by Buyer to Seller shall be deemed an adjustment to the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldPurchase Price.

General Indemnity. Borrower Without limiting any other rights which any such Person may have hereunder or under applicable law, Transferor hereby agrees upon demand to pay or reimburse Lender for indemnify each of Wachovia, both individually and as the Administrator, Transferee, the Liquidity Banks, the Liquidity Agent, each of their respective Affiliates, and all successors, transferees, participants and assigns and all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each an "Indemnified Party"), forthwith on demand, from and against any and all damages, losses, claims, liabilities, judgments and related costs and expenses, including reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by any of them arising out of or relating to the Transaction Documents or the ownership or funding of the Asset Interest or in respect of any Pool Receivable or any Contract, excluding, however, (a) resulting from gross negligence or willful misconduct on the part of such Indemnified Party or (b) recourse (except as otherwise specifically provided in this Agreement) to Transferor for non-payment of the Pool Receivables due to credit problems of the Obligors thereof. Without limiting the foregoing, Transferor shall indemnify each Indemnified Party for Indemnified Amounts arising out of or relating to: (i) the transfer by any Transaction Party of any interest in any Receivable other than the transfer of Receivables and related property by the Originators to Transferor pursuant to the Sale Agreement, the transfer of an Asset Interest to Transferee pursuant to this Agreement and the grant of a security interest to Transferee pursuant to Section 9.01; -58- 66 (ii) any representation or warranty made by any Transaction Party (or any of its officers) under or in connection with this Agreement or any other Transaction Document or any other information or report delivered by or on behalf of any Transaction Party pursuant hereto or thereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made or delivered, as the case may be; (iii) the failure by any Transaction Party to comply with any applicable law, rule or regulation with respect to any Pool Receivable or the related Contract, or the nonconformity of any Pool Receivable or the related Contract with any such applicable law, rule or regulation; (iv) the failure to vest and maintain vested in Transferee and its assigns (or the Administrator on behalf of Transferee) an undivided percentage ownership or security interest, to the extent of the Asset Interest, in the Receivables in, or purporting to be in, the Receivables Pool, free and clear of any Lien, other than any Lien arising solely as a result of an act of Transferee or the Administrator, whether existing at the time of any Transfer or Reinvestment of such Asset Interest or at any time thereafter; (v) the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivables in, or purporting to be in, the Receivables Pool, whether at the time of any Transfer or Reinvestment or at any time thereafter; (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool (including, without limitation, a defense based on such Receivables or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vii) any matter described in clause (i) or (ii) of Section 3.02(a); (viii) any failure of any Transaction Party, as Servicer or otherwise, to perform its duties or obligations in accordance with the provisions of Article III or Article VIII; (ix) any products liability claim arising out of or in connection with merchandise or services that are the subject of any Pool Receivable; (x) any claim of breach by any Transaction Party of any related Contract with respect to any Pool Receivable; (xi) any tax or governmental fee or charge (but not including taxes upon or measured by net income), all interest and penalties thereon or with respect thereto, and all out-of-pocket costs and expenses, including Lender’s expenses and the reasonable fees and expenses of counsel for Lender from time to time arising in connection with defending against the enforcement same, which may arise by reason of the purchase or collection ownership of sums due under this Note or the Credit Agreementany Asset Interest, and in connection with any amendment or modification of such documents or any “work-out” other interest in connection with the Pool Receivables or in any goods which secure any such documents. Borrower shall indemnify, reimburse and hold Lender, and each Pool Receivables; and (xii) amounts in respect of its respective successors, assigns, agents, attorneys, officers, directors, shareholders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever Dilution to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly relating to or arising out of amounts exceed the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Note or the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldDilution Reserve.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit Agreement, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall The Concessionaire will indemnify, reimburse defend, save and hold Lenderharmless the Authority and its officer, and each of its respective successors, assignsservants, agents, attorneysGovernment Instrumentalities and Government owned and/or controlled entities/ enterprises, officers, directors, shareholders, servants, agents and employees (each an the “Authority Indemnified PersonPersons”) harmless from against any and against all liabilitiessuits, losses, damagesproceedings, actions, demands and claims from third parties for any loss, damage, cost and expense of whatever kind and nature, whether arising out of any breach by the Concessionaire of any of its obligations under this Agreement or any related agreement or on account of any defect or deficiency in the provision of services by the Concessionaire to any User of from negligence of the Concessionaire under contract or tort or on any other ground whatsoever, except to the extent that any such suits, demandsproceedings, actions, demands and claims have arisen due to any negligent act or omission, breach or default of this Agreement on the part of the Authority Indemnified Persons. The Authority will indemnify, defend, save and hold harmless the Concessionaire against any and all suits, proceedings, actions, demands and claims from third parties for any loss, damage, cost and expense of whatever kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly relating to or arising out of (i) defect in title and/or the use rights of the proceeds Authority in the land comprised in the Site, and/or (ii) breach by the Authority of any of its obligations under this Agreement or any related agreement, which materially and adversely affect the performance by the Concessionaire of its obligations under this Agreement save and except that where any such claim, suit, proceeding, action, and/or demand has arisen due to a negligent act or omission, or breach of any of its obligations under and/or any provision of this Agreement or any related agreement and/or breach of its statutory duty on the part of the Loans Concessionaire, its subsidiaries, affiliates, contractors, servants or otherwiseagents, the falsity same shall be the liability of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Note or the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldConcessionaire.

General Indemnity. Borrower agrees upon demand to pay The Company shall indemnify the Secured Parties and the Administrative Agent and hold them harmless from any liability, loss or reimburse Lender for all liabilitiesdamage resulting from the violation by the Company of Section 2.5. In addition, obligations and out-of-pocket expensesthe Company shall indemnify each Lender, including Lenderthe Administrative Agent, the Collateral Agent, each of the Lenders’, the Administrative Agent’s expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit AgreementCollateral Agent’s directors, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnifyofficers, reimburse and hold Lender, and each of its respective successors, assignsemployees, agents, attorneys, accountants and consultants, and each Person, if any, who controls any Lender or the Administrative Agent (each Secured Party, the Administrative Agent and each of such directors, officers, directorsemployees, shareholdersagents, servantsattorneys, agents accountants, consultants and employees (each control Persons is referred to as an “Indemnified PersonParty”) and hold each of them harmless from and against any and all liabilities, lossesclaims, damages, actionsliabilities, suits, demands, claims losses and reasonable expenses (including reasonable fees and disbursements of counsel with whom any Indemnified Party may consult in connection therewith and all reasonable expenses of litigation or preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party in connection with (a) the Indemnified Party’s compliance with or contest of any kind subpoena or other process issued against it in any proceeding involving the Company or any of its Subsidiaries or their Affiliates, (b) any litigation or investigation involving the Company, any of its Subsidiaries or their Affiliates, or any officer, director or employee thereof, (c) the existence or exercise of any security rights with respect to the Pledged Collateral in accordance with the Credit Documents, or (d) this Agreement, any other Credit Document or any transaction contemplated hereby or thereby; provided, however, that the foregoing indemnity shall not apply to litigation commenced by the Company against the Lenders or the Administrative Agent which seeks enforcement of any of the rights of the Company hereunder or under any other Credit Document and nature (including claims relating is determined adversely to environmental discharge, cleanup the Lenders or compliance), all costs and expenses whatsoever the Administrative Agent in a final nonappealable judgment or to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees claims, damages, liabilities and expenses), fines or penalties (and other charges of any applicable governmental authority) (each, expenses result from a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or BorrowerLender’s failure to comply with the terms of this Note or the Credit AgreementAdministrative Agent’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldTHE COMPANY EXPRESSLY ACKNOWLEDGES THAT IT MAY BE REQUIRED TO INDEMNIFY PERSONS AGAINST THEIR OWN NEGLIGENCE.

General Indemnity. Borrower agrees upon demand 14.6.1 Resellers agree to pay or reimburse indemnify and hold harmless each Administrative Agent, the Collateral Agent, each Lender for and each of their affiliates and their respective officers, directors, employees, attorneys, representatives, agents, and advisors (each, an “Indemnified Party”) from and against any and all claims, damages, losses, liabilities, obligations and out-of-pocket expensescosts, including Lender’s expenses and reasonable fees and expenses (including, without limitation, reasonable attorneys’ fees) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of counsel for Lender from time to time arising or in connection with the enforcement or collection by reason of sums due under this Note or the Credit Agreement(including, and without limitation, in connection with any amendment investigation, litigation, or modification proceeding or preparation of such documents defense in connection therewith) the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans (including, without limitation, any payments made by Administrative Agents to any Person (other than Resellers) including, without limitation, any indemnity payments by Administrative Agents thereunder), or the manufacture, storage, transportation, release or disposal of any Hazardous Material on, from, over or affecting any of the Collateral or any “workof the assets, properties, or operations of any Reseller, the Parent Guarantor or any Domestic Subsidiary or any predecessor in interest, directly or indirectly, except to the extent such claim, damage, loss, liability, cost, or expense is found in a final, non-out” appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in connection with this Section applies, such documentsindemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Reseller, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Borrower The Resellers agree not to assert and agrees that it will not direct the Parent Guarantor or any Domestic Subsidiary to assert any claim against any Indemnified Party, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans. Resellers shall indemnifypay, reimburse indemnify and hold Lenderharmless the Indemnified Parties for, from and against, and each of its respective successorsshall promptly reimburse the Indemnified Parties for, assignsany and all claims, agentsdamages, attorneys, officers, directors, shareholders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses)expenses and amounts paid in settlement) incurred, fines paid or penalties (and other charges of any applicable governmental authority) (eachsustained by the Indemnified Parties, a “Claim”), directly or indirectly relating to or arising out of or relating to the use enforcement by Administrative Agents or the Collateral Agent of any of their rights with respect thereto. Resellers covenant and agree to assume liability for and to protect, indemnify and hold harmless the proceeds of the Loans or otherwiseAdministrative Agents, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Note or the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, Collateral Agent and each of their respectivethe Lenders from any and all liabilities, agentsobligations, employeesdamages, directorspenalties, officersclaims, shareholderscauses of action, successors costs, charges and assigns expenses (including without limitation, attorneys’ fees), which may be incurred by, imposed or asserted against the Administrative Agents, the Collateral Agent or any Lender, howsoever arising or incurred because of, out of or in connection with the disbursements of Interim Floorplan Loan Advances or Floorplan Loan Advances; provided, however, the liability of the Resellers pursuant to this indemnity shall not extend to any liability, obligation, damage, penalty, claim, cause of action, cost, charge or expense found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. Resellers: (i) are obligated to pay any Loan Obligation even if any Collateral is defective or fails to conform to any warranties extended by any third party; (ii) shall not assert against Administrative Agents, the Collateral Agent, any Lender or any other Indemnified Party any claim or defense Resellers have against any indemnified Claim described third party; and (iii) shall indemnify and hold Administrative Agents, the Collateral Agent, any Lender and any other Indemnified Party harmless against all claims and defenses asserted by any buyer of the Floorplanned Inventory relating to the condition of, or any representations regarding, any of the Floorplanned Inventory. Resellers irrevocably waive all rights of offset and counterclaims it may have against Administrative Agents, the Collateral Agent or any Lender except counterclaims arising in this Section. Borrower shall not settle the case of Administrative Agents’, the Collateral Agent’s or compromise any Claim against or involving Lender without first obtaining Lender’s written consent theretowillful misconduct or gross negligence; provided, however, that in no event shall any Reseller be required to indemnify such Indemnified Parties for more than one counsel to the Administrative Agent (and up to one local counsel in each applicable jurisdiction and regulatory counsel) and one counsel for all of the other Lenders (and up to one local counsel in each applicable jurisdiction and regulatory counsel), unless a Lender or its counsel determines that it would create actual or potential conflict of interest to not have individual counsel, in which consent case each Lender may have its own counsel which shall not be unreasonably withheldreimbursed in accordance with the foregoing. 14.6.2 The obligations of Resellers under this Section 14.6 shall survive the termination of the Facilities, the indefeasible full payment and satisfaction of all of the Loan Obligations, and the release of the Collateral. All amounts, obligations and liabilities referred to in Section 14.6.1 shall be deemed to be a part of the Loan Obligations and shall be paid to Administrative Agents on demand. To the extent that any of the indemnities required from Resellers under this Section are unenforceable because they violate any Law or public policy, Resellers shall pay the maximum amount which it is permitted to pay under applicable Law.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit Agreement(a) The Company hereby assumes liability for, and in connection with does hereby agree, whether or not any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall the transactions contemplated hereby are consummated, to indemnify, reimburse protect, save, defend, exonerate, pay and hold Lenderharmless Arabica, each Registered Holder, each Person claiming by or through any Registered Holder, and each of its their respective officers, directors, stockholders, successors, assigns, agents, attorneys, officers, directors, shareholders, agents and servants, agents and employees any beneficiaries of any of the foregoing (each such party may be referred to herein as an “Indemnified Person”"INDEMNIFIED PARTY") harmless on a net after-tax basis (at the then highest marginal federal and applicable state, local and foreign income tax rates) from and against any and all obligations, fees, liabilities, losses, interest, damages, punitive damages, penalties, fines, claims, demands, actions, suits, demandsjudgments, claims costs and expenses, including without limitation reasonable legal fees and expenses (including without limitation such legal fees and expenses or disbursements of any kind or nature whatsoever incurred in connection with the execution, delivery, performance and enforcement of this Agreement and the other Lease/Purchase Documents, or any amendment, supplement or modification of, or any waiver or consent in connection thereof and any agreement related to the foregoing), of every kind and nature (including claims relating to environmental dischargewhatsoever imposed on, cleanup incurred by, or compliance)asserted against any Indemnified Party, all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly way relating to or arising out of the use Assets or the performance by Arabica or any Indemnified Party of its obligations hereunder, under any agreement related hereto or under any guaranty or the Company Security Documents relating to the obligations of the proceeds Company hereunder, except as otherwise provided herein, or (i) the manufacture, construction, ordering, purchase, acceptance or rejection, ownership, delivery, leasing, re-leasing, subleasing, licensing, re-licensing, sublicensing, possession, use, operation, maintenance, storage, registration or re-registration, titling or re-titling, licensing or re-licensing, documentation, removal, return, sale (including without limitation sale by an Indemnified Party to the Company pursuant to the terms hereof) or other applications or dispositions thereof, including without limitation any of such as may arise from (A) loss or damage to any property or death or injury to any Person, (B) patent or latent defects in the Loans Assets (whether or not discoverable by the Company or any Indemnified Party), (C) any claims based on strict liability in tort or otherwise, (D) any claims based on patent, trademark or copyright infringement attributable to the falsity use, possession or operation of the Assets by the Company, and (E) any representation claims based on liability arising under any applicable environmental or warranty noise or pollution control law or regulation, (ii) any failure on the part of Borrower the Company to perform or Borrower’s failure to comply with any of the terms of this Note Agreement or any document, instrument, agreement or contract entered into in relation hereto or otherwise in relation to the Credit AgreementAssets but excluding any claim based upon any failure on the part of an Indemnified Party to comply with its obligations under this Agreement or any document, instrument, agreement or contract entered into by such Indemnified Party in relation hereto or otherwise in relation to the Assets or (iii) any claims, encumbrances, security interests, liens or legal processes regarding such Indemnified Party's title to or interest in the Assets attributable to the Company's use of the Assets. Such The Company shall not be required to indemnify any Indemnified Party for any claims resulting from acts which would constitute the willful misconduct or gross negligence of such Indemnified Party. The Company shall give each Indemnified Party prompt notice of any occurrence, event or condition known to the Company as a consequence of which any Indemnified Party is or is reasonably likely to be entitled to indemnification hereunder. (b) The indemnification provided in this Section 17 shall specifically apply to and include claims or actions brought by or on behalf of employees of the Company and the Company hereby expressly waives, as against any Indemnified Party, any immunity to which the Company may otherwise be entitled under any industrial or worker's compensation laws. The Company shall promptly upon request of any such Indemnified Party (but in any event within 30 days of such request) reimburse such Indemnified Party for amounts expended by it in connection with any of the foregoing or pay such amounts directly. The Company shall be subrogated to an Indemnified Party's rights in any matter with respect to which the Company has actually reimbursed such Indemnified Party for amounts expended by it or has actually paid such amounts directly pursuant to this Section 17. If any action, suit or proceeding is brought against any Indemnified Party in connection with any claim indemnified against hereunder, such Indemnified Party will, after receipt of notice of the commencement of such action, suit or proceeding, notify the Company thereof, enclosing a copy of all papers served upon such Indemnified Party. The Company may, and upon such Indemnified Party's request will, at the Company's expense, resist and defend such action, suit or proceeding, or cause the same to be resisted or defended by counsel selected by the Company and reasonably satisfactory to such Indemnified Party and in the event of any failure by the Company to do so, the Company shall pay all costs and expenses (including without limitation reasonable attorney's fees and expenses) incurred by such Indemnified Party in connection with such action, suit or proceeding. The provisions of this Section 17, and all of the indemnities and the obligations of the Company under this Section 17, shall continue in full force apply to the Assets and effect, notwithstanding each component thereof and shall apply from the date of the execution of this Agreement and shall survive the expiration or earlier termination of this Note. Upon Lender’s written demandAgreement and all documents, Borrower instruments, agreements and contracts entered into in relation hereto or otherwise in relation to the Assets or any component of the Assets and are expressly made for the benefit of, and shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lenderbe enforceable by, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described Indemnified Party. (c) All amounts due under this Section 17 shall be payable not later than 10 days after written demand therefor. Demands for payments pursuant to this Section 17 shall be submitted to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (Telephone No. (▇▇▇) ▇▇▇-▇▇▇▇) (Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇) or to such other Person or address as may be hereafter designated by the Company in a written notice to Company. The agreements in this Section. Borrower Section 17 shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldsurvive payment of all Obligations hereunder.

General Indemnity. Borrower Whether or not any of the transactions contemplated hereby shall be consummated, the Indemnity Provider hereby assumes liability for and agrees upon demand to pay defend, indemnify and hold harmless each Indemnified Person on an After Tax Basis from and against any Claims, which may be imposed on, incurred by or reimburse Lender for all liabilities, obligations and out-of-pocket expensesasserted against an Indemnified Person by any third party, including Lender’s expenses without limitation Claims arising from the negligence of an Indemnified Person (but not to the extent such Claims arise from the gross negligence or willful misconduct of such Indemnified Person itself, as determined by a court of competent jurisdiction or pursuant to arbitration as set forth in Section 12.8, as opposed to gross negligence or willful misconduct imputed to such Indemnified Person with regard to the acts or omissions of any Person which is not an agent or employee of such Indemnified Person; provided, no Indemnified Person shall be responsible for the acts or omissions of the Construction Agent regardless of any agency status) in any way relating to or arising or alleged to arise out of the execution, delivery, performance or enforcement of this Agreement, the Lease or any other Operative Agreement or on or with respect to any Property or any component thereof, including without limitation Claims in any way relating to or arising or alleged to arise out of (a) the financing, refinancing, purchase, acceptance, rejection, ownership, design, construction, refurbishment, development, delivery, acceptance, nondelivery, leasing, subleasing, possession, use, operation, maintenance repair, modification, transportation, condition, sale, return, repossession (whether by summary proceedings or otherwise), or any other disposition of any Property or any part thereof, including without limitation the acquisition, holding or disposition of any interest in the Property, lease or agreement comprising a portion of any thereof; (b) any latent or other defects in any Property or any portion thereof whether or not discoverable by an Indemnified Person or the Indemnity Provider; (c) a violation of Environmental Laws, Environmental Claims or other loss of or damage to any property or the environment relating to the Property, the Lease, the Agency Agreement or the Indemnity Provider; (d) the Operative Agreements, or any transaction contemplated thereby; (e) any breach by the Indemnity Provider of any of its representations or warranties under the Operative Agreements to which the Indemnity Provider is a party or failure by the Indemnity Provider to perform or observe any covenant or agreement to be performed by it under any of the Operative Agreements; (f) the transactions contemplated hereby or by any other Operative Agreement, in respect of the application of Parts 4 and reasonable 5 of Subtitle B of Title I of ERISA; and (g) personal injury, death or property damage, including without limitation Claims based on strict or absolute liability in tort. Without limiting the generality of the foregoing, Environmental Claims shall include without limitation amounts paid in settlement of claims, all consultant and expert fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit Agreement, and any Indemnified Person incurred in connection with any amendment investigation of site conditions, any abatement, cleanup, remediation, removal or modification restoration work, or liability for any damages or injuries of any Person or to land, air, water or other natural resources. If a written Claim is made against any Indemnified Person or if any proceeding shall be commenced against such Indemnified Person (including without limitation a written notice of such documents proceeding), for any Claim, such Indemnified Person shall promptly notify the Indemnity Provider in writing and shall not take action with respect to such Claim without the consent of the Indemnity Provider for thirty (30) days after the receipt of such notice by the Indemnity Provider; provided, however, that in the case of any such Claim, if action shall be required by law or regulation to be taken prior to the end of such period of thirty (30) days, such Indemnified Person shall endeavor to, in such notice to the Indemnity Provider, inform the Indemnity Provider of such shorter period, and no action shall be taken with respect to such Claim without the consent of the Indemnity Provider before seven (7) days before the end of such shorter period; provided, further, that the failure of such Indemnified Person to give the notices referred to in this sentence shall not diminish the Indemnity Provider's obligation hereunder except to the extent such failure precludes in all respects the Indemnity Provider from contesting such Claim. If, within thirty (30) days of receipt of such notice from the Indemnified Person (or such shorter period as the Indemnified Person has notified the Indemnity Provider is required by law or regulation for the Indemnified Person to respond to such Claim), the Indemnity Provider shall request in writing that such Indemnified Person respond to such Claim, the Indemnified Person shall, at the expense of the Indemnity Provider, in good faith conduct and control such action (including without limitation by pursuit of appeals) (provided, however, that (A) if such Claim, in the Indemnity Provider's reasonable discretion, can be pursued by the Indemnity Provider on behalf of or in the name of such Indemnified Person, the Indemnified Person, at the Indemnity Provider's request, shall allow the Indemnity Provider to conduct and control the response to such Claim and (B) in the case of any “workClaim (and notwithstanding the provisions of the foregoing subsection (A)), the Indemnified Person may request the Indemnity Provider to conduct and control the response to such Claim (with counsel to be selected by the Indemnity Provider and consented to by such Indemnified Person, such consent not to be unreasonably withheld; provided, however, that any Indemnified Person may retain separate counsel at the expense of the Indemnity Provider in the event of a conflict of interest between such Indemnified Person and the Indemnity Provider)) by, in the sole discretion of the Person conducting and controlling the response to such Claim (1) resisting payment thereof, (2) not paying the same except under protest, if protest is necessary and proper, (3) if the payment be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings, or (4) taking such other action as is reasonably requested by the Indemnity Provider from time to time. The party controlling the response to any Claim shall consult in good faith with the non-out” controlling party and shall keep the non-controlling party reasonably informed as to the conduct of the response to such Claim; provided, that all decisions ultimately shall be made in the discretion of the controlling party. The parties agree that an Indemnified Person may at any time decline to take further action with respect to the response to such Claim and may settle such Claim if such Indemnified Person shall waive its rights to any indemnity from the Indemnity Provider that otherwise would be payable in respect of such Claim (and any future Claim, the pursuit of which is precluded by reason of such resolution of such Claim) and shall pay to the Indemnity Provider any amount previously paid or advanced by the Indemnity Provider pursuant to this Section 11.1 by way of indemnification or advance for the payment of an amount regarding such Claim. Notwithstanding the foregoing provisions of this Section 11.1, an Indemnified Person shall not be required to take any action and no Indemnity Provider shall be permitted to respond to any Claim in its own name or that of the Indemnified Person unless (A) the Indemnity Provider shall have agreed to pay and shall pay to such Indemnified Person on demand and on an After Tax Basis all reasonable costs, losses and expenses that such Indemnified Person actually incurs in connection with such documents. Borrower Claim, including without limitation all reasonable legal, accounting and investigatory fees and disbursements and, if the Indemnified Person has informed the Indemnity Provider that it intends to contest such Claim (whether or not the control of the contest is then assumed by the Indemnity Provider), the Indemnity Provider shall indemnifyhave agreed that the Claim is an indemnifiable Claim hereunder, reimburse (B) in the case of a Claim that must be pursued in the name of an Indemnified Person (or an Affiliate thereof), the amount of the potential indemnity (taking into account all similar or logically related Claims that have been or could be raised for which the Indemnity Provider may be liable to pay an indemnity under this Section 11.1) exceeds $25,000 (or such lesser amount as may be subsequently agreed between the Indemnity Provider and hold Lenderthe Indemnified Person), (C) the Indemnified Person shall have reasonably determined that the action to be taken will not result in any material danger of sale, forfeiture or loss of the Property, or any part thereof or interest therein, will not interfere with the payment of Rent, and each will not result in risk of its respective successorscriminal liability, assigns(D) if such Claim shall involve the payment of any amount prior to the resolution of such Claim, agents, attorneys, officers, directors, shareholders, servants, agents and employees the Indemnity Provider shall provide to the Indemnified Person an interest-free advance in an amount equal to the amount that the Indemnified Person is required to pay (each an “with no additional net after-tax cost to such Indemnified Person”) harmless from and against all liabilitiesprior to the date such payment is due, losses, damages, actions, suits, demands, claims (E) in the case of any kind and nature a Claim that must be pursued in the name of an Indemnified Person (including claims relating to environmental discharge, cleanup or compliancean Affiliate thereof), all costs the Indemnity Provider shall have provided to such Indemnified Person an opinion of independent counsel selected by the Indemnified Person and expenses whatsoever reasonably satisfactory to the Indemnity Provider stating that a reasonable basis exists to contest such Claim (or, in the case of an appeal of an adverse determination, an opinion of such counsel to the effect that the position asserted in such appeal will more likely than not prevail) and (F) no Event of Default shall have occurred and be continuing. In no event shall an Indemnified Person be required to appeal an adverse judicial determination to the United States Supreme Court. In addition, an Indemnified Person shall not 44 be required to contest any Claim in its name (or that of an Affiliate) if the subject matter thereof shall be of a continuing nature and shall have previously been decided adversely by a court of competent jurisdiction pursuant to the contest provisions of this Section 11.1, unless there shall have been a change in law (or interpretation thereof) and the Indemnified Person shall have received, at the Indemnity Provider's expense, an opinion of independent counsel selected by the Indemnified Person and reasonably acceptable to the Indemnity Provider stating that as a result of such change in law (or interpretation thereof), it is more likely than not that the Indemnified Person will prevail in such contest. In no event shall the Indemnity Provider be permitted to adjust or settle any Claim without the consent of the Indemnified Person to the extent they may be incurred any such adjustment or suffered settlement involves, or is reasonably likely to involve, any performance by such or adverse admission by or with respect to the Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Note or the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldPerson.

General Indemnity. Borrower agrees upon demand The Sponsors, jointly and severally, hereby agree to pay or reimburse Lender for all liabilitiesindemnify, obligations and out-of-pocket expenses, including Lender’s expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit Agreementexonerate, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnifyhold the Agent, reimburse the Security Agent, and hold Lenderthe Paying Agent, and each of its respective successors, assigns, agents, attorneys, the officers, directors, shareholdersemployees of the Agent, servantsthe Security Agent, agents and employees the Paying Agent (each an “Indemnified Person”herein collectively called the "Indemnitees") free and harmless from and against any and all actions, claims, ----------- losses, liabilities, losses, damages, actionsand expenses, suitsincluding, demandswithout limitation, claims reasonable legal fees and expenses (herein collectively called the "Indemnified ----------- Liabilities"), which may be incurred by or asserted against the Indemnitees or ----------- any Indemnitee as a result of, or arising out of, or relating to, or in connection with: (i) the failure by either Sponsor to comply with its respective obligations under this Agreement, the Sponsors' Guaranty, the Sponsors' Loan Agreement and the Revolving Loan Facility Agreement (subject, in the case of Indemnified Liabilities arising from Article ------- XIII, to the provisions of Section 13.6); ---- ------------ (ii) the inaccuracy by either Sponsor of any kind of its representations and nature warranties contained in any of the Operative Documents to which it is a party as and when made or reaffirmed as the case may be (including claims relating provided that AMD Inc. shall have no liability under this Section 14.2 in ------------ respect of any inaccuracy by AMD Holding of the representation and warranty contained in Section 12.2 (ix)); and ----------------- (iii) any investigation, litigation, or proceeding related to environmental dischargethis Agreement or the consummation of the transactions contemplated hereby, cleanup whether or compliance)not any such Indemnitee is a party thereto, all costs and expenses whatsoever and, to the extent they that the foregoing undertaking may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees unenforceable for any reason, the Sponsors, jointly and expenses)severally, fines or penalties (hereby agree to make the maximum contribution to the payment and other charges satisfaction of any applicable governmental authority) (each, a “Claim”), directly or indirectly relating to or arising out each of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Note or the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, Indemnified Liabilities which consent shall not be unreasonably withheldis permissible under applicable law.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender Lenders for all liabilities, obligations and out-of-pocket expenses, including Lender’s expenses Lenders’ Expenses and reasonable fees and expenses of one common counsel for Lender Lenders from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit AgreementLoan Documents, and in connection with any amendment or modification of such documents the Loan Documents or any “work-out” in connection with such documentsthe Loan Documents. Borrower shall indemnify, reimburse and hold LenderLenders, and each of its respective successors, assigns, agents, attorneys, officers, directors, shareholders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines or fines, penalties (and other charges of any applicable governmental authorityGovernmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Note Agreement or any other Loan Document. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the Credit escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify any Indemnified Person for any liability to the extent incurred as a result of an Indemnified Person’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this NoteAgreement. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of such Lender, each of its partners, and each of their its respective, agentsAgents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this SectionSection 10.3(a). Borrower shall not settle or compromise any Claim against or involving any Lender without first obtaining such Lender’s written consent thereto, which consent shall not be unreasonably withheld.

General Indemnity. Borrower agrees upon demand to pay Each of the Borrowers shall indemnify the Lenders ----------------- and the Agent and hold them harmless from any liability, loss or reimburse Lender for all liabilitiesdamage resulting from the violation by the Borrowers of Section 2.5. In addition, obligations and out-of-pocket expenseseach of the Borrowers shall indemnify each Lender, including Lender’s expenses and reasonable fees and expenses the Agent, the Syndication Agent, each of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note Lenders' or the Credit AgreementAgent's or the Syndication Agent's directors, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnifyofficers, reimburse and hold Lender, and each of its respective successors, assignsemployees, agents, attorneys, accountants, consultants and each Person, if any, who controls any Lender or the Agent (each Lender, the Agent and each of such directors, officers, directorsemployees, shareholdersagents, servantsattorneys, agents accountants, consultants and employees (control Persons is referred to as an "Indemnified Party") and hold each an “Indemnified Person”) of them harmless from and against any ----------------- and all liabilities, lossesclaims, damages, actions, suits, demands, claims liabilities and reasonable expenses (including reasonable fees and disbursements of counsel with whom any Indemnified Party may consult in connection therewith and all reasonable expenses of litigation or preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party in connection with (a) the Indemnified Party's compliance with or contest of any kind subpoena or other process issued against it in any proceeding involving the Company or any of its Subsidiaries or their Affiliates, (b) any litigation or investigation involving the Company, any of its Subsidiaries or their Affiliates, or any officer, director or employee thereof, (c) the existence or exercise of any security rights with respect to the Credit Security in accordance with the Credit Documents, or (d) this Agreement, any other Credit Document or any transaction contemplated hereby or thereby; provided, however, that the foregoing indemnity shall not apply (i) to -------- ------- litigation commenced by either of the Borrowers against the Lenders or the Agent or the Syndication Agent which seeks enforcement of any of the rights of such Borrower hereunder or under any other Credit Document and nature is determined adversely to the Lenders or the Agent or the Syndication Agent in a final nonappealable judgment or (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever ii) to the extent they may be incurred such claims, damages, liabilities and expenses result from the Indemnified Party's own gross negligence or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Note or the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldwillful misconduct.

General Indemnity. Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit Agreement, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower The Obligors shall indemnify, reimburse and hold indemnify each Lender, the Collateral Agent, each Noteholder and each of its respective successorsthe Lenders', assignsthe Collateral Agent's or each Noteholder's directors, officers, employees, agents, attorneys, accountants, consultants and Affiliates (each Lender, the Collateral Agent, each Noteholder and each of such directors, officers, directorsemployees, shareholdersagents, servantsattorneys, agents accountants, consultants and employees (Affiliates is referred to as an "Indemnified Party") and hold each an “Indemnified Person”) of them harmless from and against any and all liabilities, lossesclaims, damages, actions, suits, demands, claims liabilities and reasonable expenses (including reasonable fees and disbursements of counsel with whom any Indemnified Party may consult in connection therewith and all reasonable expenses of litigation or preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party in connection with (a) the Indemnified Party's compliance with or contest of any kind subpoena or other process issued against it in any proceeding involving the Company or any of its Subsidiaries or their Affiliates, (b) any litigation or investigation involving the Company, any of its Subsidiaries or their Affiliates, or any officer, director or employee thereof, or (c) this Agreement, any other Secured Credit Document or any transaction contemplated hereby or thereby; provided, however, that the foregoing indemnity shall not apply (i) to litigation commenced by the Obligors against the Lenders, the Collateral Agent or the Noteholders which seeks enforcement of any of the rights of the Obligors hereunder or under any other Secured Credit Document and nature is determined adversely to the Lenders, the Collateral Agent or the Noteholders in a final nonappealable judgment or (including claims relating ii) to environmental discharge, cleanup or compliance), all costs and expenses whatsoever any Indemnified Party to the extent they may be incurred or suffered such claims, damages, liabilities and expenses are determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines Party's own gross negligence or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Note or the Credit Agreementwillful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldTHE OBLIGORS EXPRESSLY ACKNOWLEDGE THAT THEY MAY BE REQUIRED TO INDEMNIFY PERSONS AGAINST THEIR OWN NEGLIGENCE.

General Indemnity. Without limiting any other rights which any such Person may have hereunder, under any Related Document or under applicable law, the Borrower agrees hereby agrees, to indemnify each of the Administrative Agent, the Lender, the Parallel Lenders, the Bank Agent, the Program Support Providers, the Liquidity Agent, the Surety Provider, the Collateral Agent, the Standby Servicer, the Collection Account Bank, each of their respective Affiliates, and all successors, transferees, participants and assigns and all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each an "Indemnified Party"), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by any of them arising out of or relating to the Related Documents or the ownership or funding of the Collateral or in respect of any Receivable or any Contract, excluding, however, (a) Indemnified Amounts resulting from gross negligence or willful misconduct on the part of any Indemnified Party or its agents (other than Borrower) or subcontractors, (b) recourse for Defaulted Receivables, and (c) any tax upon demand or measured by net income of any Indemnified Party. Without limiting the foregoing, but subject to pay the foregoing exclusions, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts arising out of or reimburse Lender relating to: (i) the transfer by the Borrower of any interest in any Receivable other than the transfer of Collateral to the Collateral Agent, for the benefit of the Secured Parties, pursuant to this Agreement, the resale of Receivables to the Originator pursuant to the terms of the First Tier Purchase Agreement and the transfer of Receivables as permitted hereby; (ii) any representation or warranty made by the Borrower (or any of its officers) under or in connection with any Related Document, any Servicer's Certificate, Schedule of Receivables or Data Report or any other information or report delivered by or on behalf of the Borrower pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made; (iii) the failure by the Borrower to comply with any applicable law, rule or regulation with respect to any Receivable or the related Collateral, or the nonconformity of any Receivable or the related Collateral with any such applicable law, rule or regulation; (iv) the failure to vest and maintain vested in the Collateral Agent, for the benefit of the Secured Parties, a security interest in the Receivables and other Collateral, free and clear of any Lien, other than any Permitted Lien and any Lien arising solely as a result of an act of a Secured Party or its successors or assigns whether existing at the time of any Funding with respect to such Collateral or at any time thereafter; (v) the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivables, whether at the time of any Funding or at any time thereafter; (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy) of an Obligor to the payment of any Receivable (including, without limitation, a defense based on such Receivable not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vii) any failure of the Borrower, to perform its duties or obligations in accordance with this Agreement; (viii) any litigation, proceedings or investigation against any Borrower Party; or (ix) any tax or governmental fee or charge, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but not including taxes upon or measured by net income), all liabilitiesinterest and penalties thereon or with respect thereto, obligations and all out-of-pocket costs and expenses, including Lender’s expenses and the reasonable fees and expenses of counsel for Lender from time to time arising in connection with defending against the enforcement same, which may arise by reason of the purchase or collection ownership of sums due under this Note or the Credit Agreementsecurity interest in any Collateral, and in connection with any amendment or modification of such documents or any “work-out” other interest in connection with the Receivables or in any goods or equipment which secure any such documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, shareholders, servants, agents and employees Receivables; or (each an “Indemnified Person”x) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Note or the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldinterest rate hedging mismatches.

General Indemnity. Borrower agrees upon demand Lessee shall indemnify Lessor, its Affiliates and any Assignee and each of their respective officers, employees, accountants, attorneys and other agents (each such person being an “Indemnified Party”) on demand, without any limitation as to pay or reimburse Lender for amount, against each liability, cost and expense (including all liabilities, obligations and out-of-pocket expenses, including Lender’s expenses and reasonable fees and expenses disbursements of all counsel retained for Lender from time to time advice, suit, appeal or other proceedings or purpose, and of any expert or agents an Indemnified Party may retain) heretofore or hereafter imposed on, incurred by or asserted against any Indemnified Party (including any claim involving any allegation of any violation of applicable law of any governmental authority (including any environmental law or criminal law)), however asserted and whether now existing or hereafter arising, arising out of or in connection with the enforcement manufacture, purchase, ownership, delivery, installation, possession, use, storage, operation, failure, maintenance, repair, return, repossession or collection other disposition of sums due under the Equipment or with this Note Lease including without limitation claims for injury to or death of persons and for damage to property (collectively “Claims”); provided, however, the Credit Agreementforegoing indemnity shall not apply to: (a) any liability, and cost or expense incurred by any Indemnified Party in connection with any amendment challenge by or modification dispute with any governmental authority arising out of such documents or any “work-out” in connection with such documents. Borrower shall indemnify, reimburse and hold Lender, and each the accounting treatment of its respective successors, assigns, agents, attorneys, officers, directors, shareholders, servants, agents and employees this Lease which is adopted (each an “Indemnified Person”or proposed to be adopted) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith Party, or a determination by any governmental authority that any such accounting treatment is unavailable or invalid, or (including reasonable attorneys’ fees b) any liability, cost or expense solely attributable to an Indemnified Party’s gross negligence or willful misconduct. Lessee shall give Lessor and expenses), fines or penalties (and other charges any Assignee prompt notice of any applicable governmental authority) (each, a “Claim”), directly or indirectly relating to or arising out of . This indemnity agreement shall survive the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Note or the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheld.Lease

General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable law, the Borrower hereby agrees upon demand to pay or reimburse Lender for all liabilitiesindemnify each of the GWG Trustee, obligations and out-of-pocket expensesMaster Collateral Agent, including Lender’s expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit Agreement, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnify, reimburse and hold LenderServicer, and each of its their respective successors, assignstransferees, agents, attorneys, participants and assigns and all officers, directors, shareholders, servantscontrolling persons, employees and agents and employees of any of the foregoing (each of the foregoing Persons being individually called an “Indemnified PersonParty”) harmless ), forthwith on demand, from and against any and all liabilitiesdamages, losses, damagesclaims, actions, suits, demands, claims of any kind liabilities and nature (including claims relating to environmental discharge, cleanup or compliance), all related and reasonable costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (actually incurred, including reasonable attorneys’ fees and expenses), fines disbursements actually incurred (all of the foregoing being collectively called “Indemnified Amounts”) awarded against or penalties (and other charges incurred by any of any applicable governmental authority) (each, a “Claim”), directly or indirectly relating to or them arising out of or relating to any Transaction Document or the transactions contemplated thereby, the acceptance and administration of this Agreement by such Person, any commingling of funds (whether or not permitted hereunder), or the use of proceeds therefrom by the proceeds Borrower, GWG DLP Funding II, LLC or the Master Trusts, including (without limitation) in respect of the Loans funding of any Loan or otherwisein respect of any Insurance Policy; excluding, however, (i) Indemnified Amounts to the falsity extent determined by a court of competent jurisdiction to have resulted from gross negligence on the part of any Indemnified Party, and (ii) any tax upon or measured by net income (except those described in Section 7.1(a)) on any Indemnified Party; including (without limitation), however, Indemnified Amounts resulting from or relating to: (a) any representation or warranty made by or on behalf of the Borrower (including in its capacity as Master Servicer), GWG DLP Funding II, LLC, the Master Trusts, GWG Trust in this Agreement or Borrower’s any other Transaction Document, which was incorrect in any respect when made; (b) failure by the Borrower (including in its capacity as Master Servicer), GWG DLP Funding II, LLC, the Master Trusts, to comply with any covenant made by it in this Agreement or in any of the terms of other Transaction Documents; (c) except as expressly set forth in this Note or the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense failure by the Borrower to create and maintain in favor of LenderGWG Trust, each for the benefit of its partnersthe Lenders a valid security interest in the Collateral, free and each clear of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheld.Lien (other than the Liens under the Transaction Documents); 33

General Indemnity. The Borrower agrees upon demand to pay or reimburse Lender for all liabilitiesdefend (with counsel satisfactory to the Lender), obligations and out-of-pocket expensesprotect, including Lender’s expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit Agreement, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnify, reimburse indemnify and hold harmless the Lender, and each of its Affiliates, and Subsidiaries, and its respective successors, assigns, agents, attorneys, officers, directors, shareholdersemployees, servants, legal counsel and agents and employees (each an “"Indemnified Person”Party") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, demandsclaims, claims costs, expenses and disbursements of any kind and or nature (including claims relating including, without limitation, the disbursements and the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to environmental dischargerepresent all Indemnified Parties due to a conflict of interest or otherwise in which case, cleanup all legal counsel for each Indemnified Party) in connection with any investigative, administrative or compliancejudicial proceedings, whether or not any Indemnified Party shall be designated a party thereto), all costs and expenses whatsoever to the extent they (collectively, "Losses") which may be imposed on, incurred by, or suffered by such asserted against, any Indemnified Person Party (whether direct, indirect or consequential and whether based on any federal, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in connection therewith (including reasonable attorneys’ fees and expenses)equity, fines or penalties (and other charges of based on contract or otherwise) in any applicable governmental authority) (each, a “Claim”), directly or indirectly manner relating to or arising out of this Agreement or any Other Agreement, or any act, event or transaction related or attendant thereto, the making and/or the management of the Loan or the use or intended use of the proceeds of the Loans Loan; provided, however that the Borrower shall have no obligation hereunder to any Indemnified Party to the extent that such Losses were caused by or otherwiseresulted from the wilful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable against the Borrower because it violates any law or public policy, the falsity of any representation or warranty of Borrower or Borrower’s failure shall satisfy such undertaking to comply the maximum extent permitted by applicable law. Any Losses covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the terms Deemed Interest Rate from the date incurred by each Indemnified Party until paid in full, be added to the Liabilities and be secured by the Collateral. The provisions of this Note or section shall survive the Credit Agreement. Such indemnities shall continue in full force satisfaction and effect, notwithstanding payment of all Liabilities and the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldAgreement.

General Indemnity. Borrower agrees upon demand to pay (a) Indemnification by the Company. The Company will indemnify and hold harmless each of the Purchaser and the Broker, each of their directors, fund managers and officers, and each person, if any, who controls the Purchaser or reimburse Lender for all liabilitiesthe Broker within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act from and against any losses, obligations and out-of-pocket expensesclaims, including Lender’s expenses and reasonable fees damages, liabilities and expenses (including reasonable costs of counsel for Lender from time defense and investigation and all reasonable attorneys' fees) to time arising which the Purchaser and the Broker, each of their directors, fund managers and officers, and each person, if any, who controls the Purchaser or the Broker may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained, or incorporated by reference, in the Registration Statement relating to Common Stock being sold to the Purchaser (including the Prospectus Supplement filed in connection with the enforcement transactions contemplated hereunder which are a part of it), or collection of sums due any amendment or supplement to it, or (ii) the omission or alleged omission to state in that Registration Statement or any document incorporated by reference in the Registration Statement, a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that the Company shall not be liable under this Note Section 8.1(a) to the extent that a court of competent jurisdiction shall have determined by a final judgment (with no appeals available) that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act, undertaken or omitted to be taken by the Purchaser or the Credit AgreementBroker or such person through its bad faith or willful misconduct; provided, however, that the foregoing indemnity shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Purchaser or the Broker expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and provided, further, that with respect to the Prospectus, the foregoing indemnity shall not inure to the benefit of the Purchaser or the Broker or any such person from whom the person asserting any loss, claim, damage, liability or expense purchased Common Stock, if copies of the Prospectus were timely delivered to the Purchaser pursuant hereto and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of the Purchaser or the Broker or any such person to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Common Stock to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The Company will reimburse the Purchaser, the Broker and each such controlling person promptly upon demand for any legal or other costs or expenses reasonably incurred by the Purchaser, the Broker or any controlling person in investigating, defending against, or preparing to defend against any such claim, action, suit or proceeding, except that the Company will not be liable to the extent a claim or action which results in a loss, claim, damage, liability or expense arises out of, or is based upon, an untrue statement, alleged untrue statement, omission or alleged omission, included in any Registration Statement, Prospectus or Prospectus Supplement or any amendment or supplement to the thereto in reliance upon, and in connection with any amendment conformity with, written information furnished by either the Purchaser or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, shareholders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever the Broker to the extent they may be incurred Company for inclusion in the Registration Statement, Prospectus or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Note or the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldProspectus Supplement.

General Indemnity. Borrower agrees upon demand In addition to pay the payment of expenses pursuant to SECTION 13.1, whether or reimburse Lender for all liabilitiesnot the transactions contemplated hereby shall be consummated, obligations the Company hereby indemnifies, exonerates and outholds the Agent, the Agent-of-pocket expensesRelated Parties, including Lender’s expenses each Bank and reasonable fees and expenses each other holder of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit Agreement, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnify, reimburse and hold Lendera Note, and each of its respective successors, assigns, agents, attorneys, officers, directors, shareholdersemployees and agents (collectively, servants, agents the "INDEMNIFIED PARTIES") free and employees (each an “Indemnified Person”) harmless from and against any and all actions, causes of action, suits, costs, liabilities, losses, damages, actionsinjuries, suits, demands, expenses and claims of any and every kind and nature whatsoever (including claims relating to environmental dischargeincluding, cleanup or compliance)without limitation, all reasonable court costs and expenses whatsoever to the extent they Attorneys' Fees and disbursements of counsel for any Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not any of such Indemnified Parties shall be designated a party thereto) that may be imposed on, incurred by, or suffered by such asserted against any Indemnified Person Party, in connection therewith (including reasonable attorneys’ fees and expenses), fines or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly manner relating to or arising out of (a) this Agreement, any other Loan Document or any other agreements executed and delivered by the use Company, any Material Subsidiary of the Company or any other Obligor in connection herewith, (b) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any Credit Extension, (c) the Loans entering into and performance of this Agreement and any other Loan Document by any of the Indemnified Parties (excluding any successful action brought by or otherwiseon behalf of the Company, any Subsidiary of the Company or any other Obligor as the result of any determination by the Bank pursuant to ARTICLE X not to make any requested Credit Extension) or (d) any investigation, litigation or proceeding related to any acquisition or proposed acquisition by the Company, any other Obligor or any of Company's Material Subsidiaries of all or any portion of the stock or assets of any Person, whether or not the Agent or a Bank is party thereto (collectively, the falsity "INDEMNIFIED LIABILITIES"); provided that the Company shall have no obligation to an Indemnified Party hereunder with respect to Indemnified Liabilities arising from the gross negligence or wilful misconduct of such Indemnified Party. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it violates any representation law or warranty of Borrower or Borrower’s failure to comply with the terms of this Note or the Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Note. Upon Lender’s written demand, Borrower shall assume and diligently conduct, at its sole cost and expensepublic policy, the entire defense Company shall contribute the maximum portion that it is permitted to pay under applicable law to the payment and satisfaction of Lender, each all Indemnified Liabilities incurred by the Indemnified Parties or any of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldthem.

General Indemnity. Borrower Without limiting any other rights which any such Person may have hereunder or under Applicable Law, but subject to Sections 12.1(b) and 13.5, Seller agrees upon demand to pay or reimburse Lender for all liabilities, obligations and out-of-pocket expenses, including Lender’s expenses and reasonable fees and expenses of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this Note or the Credit Agreement, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnify, reimburse indemnify and hold Lenderharmless Administrative Agent, each Program Administrator, each Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent, any Purchaser Agent, any assignee or successor of any of the foregoing and each of its their respective successorsAffiliates, assignsand all directors, agentsmembers, attorneys, officersmanagers, directors, shareholders, servantsofficers, employees and attorneys or agents and employees of any of the foregoing (each an “Indemnified PersonParty”) harmless ), forthwith on demand, from and against any and all liabilitiesdamages, losses, damagesclaims, actions, suits, demands, claims of any kind liabilities and nature (including claims relating to environmental discharge, cleanup or compliance), all related costs and expenses whatsoever (including all filing fees), including reasonable attorneys’, consultants’ and accountants’ fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 4.3 (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of, relating to or in connection with the Transaction Documents, any of the transactions contemplated thereby, or the ownership, maintenance or funding, directly or indirectly, of the Asset Interest (or any part thereof) or in respect of or related to any Seller Assets, including Pool Assets or any Related Assets or otherwise arising out of or relating to or resulting from the actions or inactions of Seller, any Originator, Servicer, CHS, Performance Guarantor or any other party to a Transaction Document; provided, however, notwithstanding anything to the contrary in this Article XII, in all events there shall be excluded from the foregoing indemnification any damages, claims, losses, costs, expenses, liabilities or other Indemnified Amounts to the extent they may be incurred resulting from (x) the gross negligence or suffered willful misconduct of an Indemnified Party as determined in a final non-appealable judgment by a court of competent jurisdiction or (y) the failure of an Account Debtor or Obligor to pay any sum due under its Pool Assets by reason of the financial or credit condition of such Indemnified Person in connection therewith Account Debtor or Obligor (including reasonable attorneys’ fees the occurrence of an Insolvency Event with respect to the applicable Account Debtor or Obligor). Without limiting the foregoing, Seller shall indemnify, subject to the express limitations set forth in this Section 12.1, and expenses)hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, fines or penalties (and other charges of any applicable governmental authority) (each, a “Claim”), directly or indirectly relating to or arising out resulting from: (i) Any Pool Asset treated as or represented by Seller or Servicer to be an Eligible Receivable or Eligible Loan, as applicable, which is not at the applicable time an Eligible Receivable or Eligible Loan, as applicable; (ii) the transfer by Seller or any Originator of any interest in any Pool Asset other than the use transfer of any Pool Asset and Related Assets to Administrative Agent and any Purchaser pursuant to this Agreement, to Administrative Agent and to Seller pursuant to the proceeds Sale Agreement and the grant of a security interest to Administrative Agent pursuant to this Agreement and to Seller pursuant to the Loans or otherwise, the falsity of Sale Agreement; (iii) any representation or warranty made by Seller, CHS or any other party to a Transaction Document (other than such Indemnified Party) (or any of Borrower their respective officers or Borrower’s Affiliates) under or in connection with any Transaction Document, any Information Package or any other information or report delivered by or on behalf of Seller pursuant hereto, which shall have been untrue, false or incorrect when made or deemed made; (iv) the failure of Seller, CHS or any other party to a Transaction Document (other than such Indemnified Party) to comply with the terms of this Note any Transaction Document or any Applicable Law (including with respect to any Pool Asset or Related Assets), or the Credit Agreement. Such indemnities shall continue nonconformity of any Pool Asset or Related Assets with any such Applicable Law; (v) the lack of an enforceable ownership interest, or a first priority perfected security interest, in full force the Pool Assets (and effectall Related Assets) against all Persons (including any bankruptcy trustee or similar Person); (vi) the failure to file, notwithstanding or any delay in filing of, financing statements or other similar instruments or documents under the expiration UCC of any applicable jurisdiction or termination under any other Applicable Laws with respect to any Pool Asset whether at the time of this Note. Upon Lender’s written demandany Purchase or Reinvestment or at any time thereafter; (vii) any dispute, Borrower shall assume and diligently conductclaim, at its sole cost and expenseoffset or defense (other than discharge in bankruptcy) of the Account Debtor or Obligor, as applicable, to the payment of any Pool Asset in, or purporting to be in, the entire Asset Pool (including a defense based on such (x) Pool Receivable’s or the related Receivable Documentation’s or (y) Pool Loan’s or the related Loan Documents’ not being a legal, valid and binding obligation of Lendersuch Account Debtor or Obligor, each as applicable, enforceable against it in accordance with its terms) or any other claim resulting from the sale of the merchandise or services related to such Pool Asset or the furnishing or failure to furnish such merchandise or services; (viii) any suit or claim related to the Pool Assets or any Transaction Document (including any products liability or environmental liability claim arising out of or in connection with merchandise or services that are the subject of any Pool Asset to the extent not covered pursuant to Section 13.5), other than any such suit or claim that arises as a result of the failure of any Account Debtor or Obligor, as applicable, to pay any sum due under its partnersPool Asset by reason of the financial or credit condition of such Account Debtor or Obligor (including the occurrence of an Insolvency Event with respect to the applicable Account Debtor or Obligor); (ix) the ownership, delivery, non-delivery, possession, design, construction, use, maintenance, transportation, performance (whether or not according to specifications), operation (including the failure to operate or faulty operation), condition, return, sale, repossession or other disposition or safety of any Related Assets (including claims for patent, trademark, or copyright infringement and claims for injury to persons or property, liability principles, or otherwise, and each claims of breach of warranty, whether express or implied); (x) the failure by Seller, CHS or any other party to a Transaction Document (other than such Indemnified Party) to notify any Account Debtor or Obligor of the assignment pursuant to the terms hereof of any Pool Asset to Administrative Agent for the benefit of Purchasers or the failure to require that payments (including any under the related insurance policies) be made directly to Administrative Agent for the benefit of Purchasers; (xi) failure by Seller, CHS or any other party to a Transaction Document (other than such Indemnified Party) to comply with the “bulk sales” or analogous laws of any jurisdiction; (xii) any Taxes (other than Excluded Taxes) imposed upon any Indemnified Party or upon or with respect to the Pool Assets, all interest and penalties thereon or with respect thereto, and all costs and expenses related thereto or arising therefrom, including the fees and expenses of counsel in defending against the same; (xiii) any loss arising, directly or indirectly, as a result of the imposition of sales or similar transfer type taxes or the failure by Seller, any Originator, Performance Guarantor or Servicer to timely collect and remit to the appropriate authority any such taxes; (xiv) any commingling of any Collections by Seller, any Originator, Performance Guarantor or Servicer relating to the Pool Assets with any of their respectivefunds or the funds of any other Person; (xv) any failure by Seller, agentsCHS, employeesany Originator, directorsPerformance Guarantor or any other party to a Transaction Document (other than such Indemnified Party) to perform its duties or obligations in accordance with the provisions of the Transaction Documents; (xvi) the failure or delay to provide any Account Debtor or Obligor with an invoice or other evidence of indebtedness; (xvii) any inability of any Originator or Seller to assign any Pool Asset or Related Asset as contemplated under the Transaction Documents; or the violation or breach by any Originator, officersSeller, shareholdersServicer, successors Performance Guarantor or any of their respective Affiliates of any confidentiality provision, or of any similar covenant of non-disclosure, or any other Indemnified Amount with respect to or resulting from any such violation or breach; or (xviii) any civil penalty or fine assessed by OFAC or any other Governmental Authority administering any Anti-Terrorism Law, Anti-Corruption Law or Sanctions, and assigns against all reasonable costs and expenses (including reasonable documented legal fees and disbursements) incurred in connection with defense thereof by, any indemnified Claim described Indemnified Party in this Section. Borrower shall not settle connection with the Transaction Documents as a result of any action of Seller, CHS, any Originator, Performance Guarantor or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheldof their respective Affiliates.