Common use of General Indemnity Clause in Contracts

General Indemnity. In addition to each Loan Party’s other Obligations under this Agreement, each Loan Party agrees to, jointly and severally, defend, protect, indemnify and hold harmless each Agent and each Lender and all of their respective Related Parties (collectively called the “Indemnitees”) from and against any and all losses, damages, liabilities, obligations, penalties, fees, reasonable and documented out-of-pocket costs and expenses (including, without limitation, reasonable and documented out-of-pocket costs and expenses of (i) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) incurred by such Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or of any other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent’s or any Lender’s furnishing of funds to the Borrower under this Agreement or the other Loan Documents, including, without limitation, the management of any such Loans or the Borrower’s use of the proceeds thereof, (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (v) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”); provided, however, that the Loan Parties shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter caused by the gross negligence or willful misconduct of such Indemnitee (as determined by a final non-appealable judgment of a court of competent jurisdiction) that do not involve an act or omission by any Loan Party or any Subsidiary or Affiliate thereof. This Section 12.15(a) shall not apply with respect to Taxes other than any Taxes that represent losses, damages, etc. arising from any non-Tax claim.

General Indemnity. In addition to each Loan Party’s other Obligations under this Agreement, each Loan Party agrees to, jointly and severally, defend, protect, indemnify and hold harmless each Agent and Administrative Agent, each Lender and the L/C Issuer and all of their respective Related Parties affiliates, officers, directors, employees, attorneys, consultants and agents (collectively called the “Indemnitees”) from and against any and all losses, damages, liabilities, obligations, penalties, fees, reasonable and documented out-of-pocket costs and expenses (including, without limitation, reasonable and documented out-of-pocket attorneys’ fees, costs and expenses of (i) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)expenses) incurred by such Indemnitees, whether prior to or from and after the Effective Closing Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document Document, any of the Related Transaction Documents or of any other agreement, document or instrument executed in connection with the transactions contemplated by this Agreementhereby or thereby, (ii) any Administrative Agent’s or any Lender’s furnishing of funds to the Borrower Borrowers or the L/C Issuer’s issuing of Letters of Credit for the account of the Borrowers under this Agreement or the other Loan Documents, including, without limitation, the management of any such Loans Loans, the Reimbursement Obligations or the Borrower’s use Letter of the proceeds thereofCredit Obligations, (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement or Agreement, the other Loan Documents, any of the Related Transaction Documents or by any agreement, document or instrument executed in connection with the transactions contemplated by this Agreement hereby or the other Loan Documentsthereby, or (viv) any claim, action, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”); provided, however, that the Loan Parties shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter caused by the gross negligence or willful misconduct of such Indemnitee (Indemnitee, as determined by a final non-appealable judgment of a court of competent jurisdiction) that do not involve an act or omission by any Loan Party or any Subsidiary or Affiliate thereof. This Section 12.15(a) shall not apply with respect to Taxes other than any Taxes that represent losses, damages, etc. arising from any non-Tax claim.

General Indemnity. The Company shall indemnify the Lenders and the ----------------- Agent and hold them harmless from any liability, loss or damage resulting from the violation by the Company of Section 2.4. In addition to addition, the Company shall indemnify each Loan Party’s other Obligations under this AgreementLender, the Agent, the Syndication Agent, each Loan Party agrees toof the Lenders' or the Agent's or the Syndication Agent's directors, jointly officers, employees, agents, attorneys, accountants, consultants and severallyeach Person, defendif any, protectwho controls any Lender or the Agent or the Syndication Agent (each Lender, indemnify and hold harmless each the Agent, the Syndication Agent and each Lender of such directors, officers, employees, agents, attorneys, accountants, consultants and all control Persons is referred to as an "Indemnified Party") and hold each of their respective Related Parties (collectively called the “Indemnitees”) them harmless from and against any and all losses----------------- claims, damages, liabilities, obligations, penalties, fees, liabilities and reasonable and documented out-of-pocket costs and expenses (including, without limitation, including reasonable fees and documented out-of-pocket costs disbursements of counsel with whom any Indemnified Party may consult in connection therewith and all reasonable expenses of (ilitigation or preparation therefor) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between which any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) incurred by such Indemnitees, whether prior to Indemnified Party may incur or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or which may be asserted against any Indemnified Party in connection with (a) the Indemnified Party's compliance with or contest of any 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 following: Company, any of its Subsidiaries or their Affiliates, or any officer, director or employee thereof, (ic) the negotiationexistence or exercise of any security rights with respect to the Credit Security in accordance with the Credit Documents, preparation, execution or performance or enforcement of (d) this Agreement, any other Loan Credit Document or of any other document executed in connection with the transactions transaction contemplated by this Agreement, (ii) any Agent’s hereby or any Lender’s furnishing of funds to the Borrower under this Agreement or the other Loan Documents, including, without limitation, the management of any such Loans or the Borrower’s use of the proceeds thereof, (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (v) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”)thereby; provided, however, that the Loan Parties foregoing indemnity shall not have any obligation apply to any Indemnitee under this subsection (a) for any Indemnified Matter caused 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 is determined adversely to the Lenders or the Agent or the Syndication Agent in a final nonappealable judgment or to the extent such claims, damages, liabilities and expenses result from a Lender's or the Agent's or the Syndication Agent's gross negligence or willful misconduct of such Indemnitee (as determined by a final non-appealable judgment of a court of competent jurisdiction) that do not involve an act or omission by any Loan Party or any Subsidiary or Affiliate thereof. This Section 12.15(a) shall not apply with respect to Taxes other than any Taxes that represent losses, damages, etc. arising from any non-Tax claimmisconduct.

General Indemnity. In addition 8.6.1 The Borrower hereby agrees at all times to each Loan Party’s other Obligations under this Agreementpay promptly or, each Loan Party agrees to, jointly and severally, defend, protectas the case may be, indemnify and hold harmless each Agent the Finance Parties and each Lender and all of their respective Related Parties officers, directors, representatives, agents and employees (collectively called together the “IndemniteesIndemnified Parties”) harmless on a full indemnity basis from and against any each and all losses, damages, liabilities, obligations, penalties, fees, reasonable and documented out-of-pocket costs and expenses (including, without limitation, reasonable and documented out-of-pocket costs and expenses of (i) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) every loss suffered or incurred by such Indemnitees, whether prior or imposed on any Indemnified Party related to or from and after arising out of: (a) the Effective Date, whether direct, indirect or consequential, as a result use of or arising from or relating to or in connection with any proceeds of the following: Loan; (ib) the negotiationexecution and delivery of any commitment letter, preparationengagement letter, execution fee letter, the Finance Documents or performance or enforcement of this Agreement, any other Loan Document or of any other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent’s or any Lender’s furnishing of funds to the Borrower under this Agreement connected therewith or the other Loan Documents, including, without limitation, the management of any such Loans or the Borrower’s use performance of the proceeds thereofrespective obligations thereunder, including without limitation environmental liabilities; or (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (vc) any claim, litigationaction, suit, investigation or proceeding relating to any of the foregoingforegoing or the Security Parties, whether or not any Indemnitee 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 (collectivelyincluding 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 “Indemnified Matters”); providedSecurity Parties are a party. 8.6.2 The Borrower will not, however, that the Loan Parties shall not have any obligation to any Indemnitee under this subsection (a) be responsible for any claims, liabilities, losses, damages or expenses of an Indemnified Matter caused by the gross negligence or willful misconduct of such Indemnitee (as Party that are finally judicially determined by a final non-appealable judgment of a court of competent jurisdiction) 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 do not involve 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 affiliate, director, officer, employee, agent or controlling person of an act or omission by any Loan Party or any Subsidiary or Affiliate thereof. This Section 12.15(a) shall not apply with respect to Taxes other than any Taxes that represent losses, damages, etc. arising from any non-Tax claimIndemnified Party.

General Indemnity. In addition to each Loan Party’s other Obligations under this Agreement, each Loan Party agrees to, jointly and severally, defend, protect, indemnify and hold harmless each Agent and each Lender and all of their respective Related Parties (collectively called the “Indemnitees”) from and against any and all losses, damages, liabilities, obligations, penalties, fees, reasonable and documented out-of-pocket costs and expenses (including, without limitation, reasonable and documented out-of-pocket costs and expenses of (i) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (iijurisdiction) one outside counsel and one local counsel to the other incurred by such Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) incurred by such Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or of any other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent’s or any Lender’s furnishing of funds to the Borrower Borrowers under this Agreement or the other Loan Documents, including, without limitation, the management of any such Loans or the Borrower’s use of the proceeds thereofLoans, (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (viv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”); provided, however, that the Loan Parties shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter (x) caused by the gross negligence or willful misconduct of such Indemnitee as determined by a final non- appealable judgment of a court of competent jurisdiction, or (y) arising from disputes solely among the Agents, the Lenders (other than the Affiliated Lenders) and their respective participants or (z) that has resulted from an intentional breach of such Indemnitee’s obligations under this Agreement as determined by a final non-appealable judgment of a court of competent jurisdiction) that do not involve an act or omission by any Loan Party or any Subsidiary or Affiliate thereof. This Section 12.15(a) shall not apply with respect to Taxes other than any Taxes that represent losses, damages, etc. arising from any non-Tax claim.

General Indemnity. In addition Without limiting any other rights which any such Person may have hereunder or under applicable Law, but subject to each Loan Party’s other Obligations under this AgreementSections 12.1(b) and 13.5, each Loan Party Seller agrees to, jointly and severally, defend, protect, to indemnify and hold harmless 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 or any Purchaser Agent, any assignee or successor of any of the foregoing and each Lender and all of their respective Related Parties Affiliates, and all directors, members, managers, directors, shareholders, officers, employees and attorneys or agents of any of the foregoing (collectively called the each an “IndemniteesIndemnified Party”) ), forthwith on demand, from and against any and all damages, losses, damagesclaims, liabilities, obligations, penalties, fees, reasonable liabilities and documented out-of-pocket related costs and expenses (includingincluding all filing fees), without limitationincluding reasonable attorneys’, reasonable consultants’ and documented out-of-pocket costs accountants’ fees and expenses disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 3.3, (all of (ithe foregoing being collectively referred to as “Indemnified Amounts”) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) awarded against or incurred by such Indemniteesany of them arising out of, whether prior relating to or from and after in connection with the Effective DateTransaction Documents, whether directany of the transactions contemplated thereby, indirect or consequentialthe ownership, as a result 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 from out of or relating to or in connection with any the actions or inactions of the following: (i) the negotiationSeller, preparation, execution Master Servicer or performance or enforcement of this Agreement, any other Loan party to a Transaction Document or of any (other document executed in connection with the transactions contemplated by this Agreementthan such Indemnified Party), (ii) any Agent’s or any Lender’s furnishing of funds to the Borrower under this Agreement or the other Loan Documents, including, without limitation, the management of any such Loans or the Borrower’s use of the proceeds thereof, (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (v) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”); provided, however, that notwithstanding anything to the Loan Parties shall not contrary in this Article XII, excluding Indemnified Amounts solely to the extent (x) determined by a court of competent jurisdiction to have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter caused by resulted from the gross negligence or willful misconduct on the part of such Indemnitee (Indemnified Party as determined by a final non-appealable judgment of by a court of competent jurisdictionjurisdiction or (y) that do not involve an act or omission by any Loan Party or any Subsidiary or Affiliate thereof. This Section 12.15(a) shall not apply they constitute recourse with respect to Taxes 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 this Section 12.1, and hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to or in connection with: (i) the transfer by Seller or any Originator of any interest in any Pool Receivable other than the 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 Sale Agreement and the grant of a security interest to Administrative Agent pursuant to this Agreement and to Seller pursuant to the 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 their respective officers or 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 any Transaction Document or any applicable Law (including with respect to any Pool Receivable or Related Assets), or the 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 the 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 (other than as a result of actions or omissions of the Administrative Agent or Purchaser Group), 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 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, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Pool Receivable in, or purporting to be in, the 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 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 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, Related 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 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 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 that represent losses(other than Excluded Taxes) imposed upon any Indemnified Party or upon or with respect to the Pool Receivables or Related Assets, damagesall interest and penalties thereon or with respect thereto, etc. 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 funds or the funds of any other Person; (xiv) any failure by Seller, any Originator, Performance 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, any Originator, Master 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, Seller, Master Servicer, Performance Guarantor or any of their respective Affiliates of any confidentiality provision, or of any similar covenant of non-Tax claimdisclosure, with respect to any Contract, or any other Indemnified Amount with respect to or resulting from any such violation or breach.

General Indemnity. In addition to each Loan Party’s other Obligations under this Agreement, each Loan Party agrees to, jointly and severally, defend, protect, indemnify and hold harmless each the Companies’ agreement to reimburse the Agent and the Lenders for Out-of-Pocket Expenses, but without duplication, the Companies hereby agree to indemnify the Agent and the Lenders, and each Lender and all of their respective Related Parties officers, directors, employees, attorneys and agents (collectively called the each, an “IndemniteesIndemnified Party”) from from, and against to defend and hold each Indemnified Party harmless against, any and all losses, damages, liabilities, obligations, claims, actions, judgments, suits, damages, penalties, costs, fees, reasonable and documented out-of-pocket costs and expenses (includingincluding reasonable attorney’s fees) of any kind or nature which at any time may be imposed on, without limitationincurred by, reasonable and documented out-of-pocket costs and expenses of or asserted against, any Indemnified Party: (ia) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) incurred by such Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or of any other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent’s or the Lenders, exercise of (or failure to exercise) any Lender’s furnishing of funds to the Borrower under this Agreement or the other Loan Documentstheir respective rights and remedies hereunder, including, without limitation, (i) any sale or transfer of the management Collateral, (ii) the preservation, repair, maintenance, preparation for sale or securing of any such Loans or the Borrower’s use of the proceeds thereofCollateral, and (iii) the Agents and the Lenders relying on any instructions defense of the Borrower Agent’s interests in the Collateral (including the defense of claims brought by the Companies (or the handling any of them) as a debtor-in-possession or otherwise, any secured or unsecured creditors of the Collateral Companies (or any of them), or any trustee or receiver in bankruptcy); (b) as herein provideda result of any environmental pollution, (iv) any matter hazardous material or environmental clean-up relating to the financing transactions contemplated by this Agreement Real Estate, the Companies’ operation and use of the Real Estate, and the Companies’ off-site disposal practices; (c) arising from or relating to (i) the other Loan Documents maintenance and operation of any Depository Account, (ii) any Depository Account Control Agreements and (iii) any action taken (or failure to act) by any document executed Indemnified Party with respect thereto; (d) in connection with any regulatory investigation or proceeding by any regulatory authority or agency having jurisdiction over the Companies (or any of them); and (e) otherwise relating to or arising out of the transactions contemplated by this Financing Agreement or and the other Loan Documents, or any action taken (vor failure to act) by any claim, litigation, investigation or proceeding relating to Indemnified Party with respect thereto; provided that an Indemnified Party’s conduct in connection with the any of the foregoing, whether or foregoing matters does not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”); provided, however, that the Loan Parties shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter caused by the constitute gross negligence or willful misconduct of such Indemnitee (misconduct, as finally determined by a final non-appealable judgment of a court of competent jurisdiction) that do not involve an act or omission by any Loan Party or any Subsidiary or Affiliate thereof. This Section 12.15(a) indemnification shall not apply survive the termination of this Financing Agreement and the payment and satisfaction of the Obligations. The Agent may from time to time establish Availability Reserves with respect to Taxes other than any Taxes that represent lossesthis indemnity as the Agent may deem advisable in the exercise of its reasonable business judgment, damagesand upon termination of this Financing Agreement, etc. arising from any non-Tax claimthe Agent may hold such reserves as cash reserves as security for this indemnity.

General Indemnity. In addition to each Loan Party’s other Obligations under this Agreement, each Loan Party agrees to, jointly and severally, defend, protect, indemnify and hold harmless each Agent Agent, each Lender, and each Lender the L/C Issuer and all of their respective Related Parties Affiliates, officers, directors, employees, attorneys, consultants and agents (collectively called the “Indemnitees”) from and against any and all losses, damages, liabilities, obligations, penalties, fees, reasonable and documented out-of-pocket costs and expenses (including, without limitation, reasonable and documented out-of-pocket attorneys’ fees, costs and expenses of (i) which will be limited to one outside primary counsel and and, if necessary, one local counsel to the Agents and the Related Parties in each relevant per jurisdiction and (ii) one outside special counsel and one local counsel to per specialty area for the other Indemnitees (taken as indemnified parties, unless a whole) in each relevant jurisdiction (and, in the event conflict of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)interest exists) incurred by such Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or of any other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent’s or any Lender’s furnishing of funds to the Borrower or the L/C Issuer’s issuing of Letters of Credit for the account of the Borrower under this Agreement or the other Loan Documents, including, without limitation, the management of any such Loans Revolving Loans, the Reimbursement Obligations or the Borrower’s use Letter of the proceeds thereofCredit Obligations, (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (viv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”); provided, however, that the Loan Parties shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter to the extent caused by the gross negligence or negligence, willful misconduct or bad faith of, or material breach of the Loan Documents by, such Indemnitee (Indemnitee, as determined by a final non-appealable judgment of a court of competent jurisdiction) that do not involve an act or omission by any Loan Party or any Subsidiary or Affiliate thereof. This Section 12.15(a) shall not apply with respect to Taxes other than any Taxes that represent losses, damages, etc. arising from any non-Tax claim.

General Indemnity. In addition to each Loan PartyObligor’s other Obligations under this AgreementIndenture, each Loan Party Obligor agrees to, jointly and severally, defend, protect, indemnify and hold harmless each Agent the Trustee and each Lender Holder and all of their respective Related Parties officers, directors, employees, attorneys, consultants and agents (collectively called the “Indemnitees”) from and against any and all losses, damages, liabilities, obligations, penalties, fees, reasonable and documented out-of-pocket costs and expenses (including, without limitation, reasonable and documented out-of-pocket attorneys’ fees, costs and expenses of (i) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)expenses) incurred by such Indemnitees, whether prior to or from and after the Effective Issue Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the following: (i) the negotiation, preparation, execution or performance or enforcement of this AgreementIndenture, any other Loan Note Document or of any other document executed in connection with the transactions contemplated by this AgreementIndenture, (ii) any Agentthe Trustee’s or any LenderHolder’s furnishing of funds to the Borrower Issuers under this Agreement Indenture or the other Loan Note Documents, including, without limitation, the management of any such Loans or the Borrower’s use of the proceeds thereof, (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement Indenture or the other Loan Note Documents or by any document executed in connection with the transactions contemplated by this Agreement Indenture or the other Loan Note Documents, or (viv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”); provided, however, that the Loan Parties Obligors shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter caused by the negligence, gross negligence or willful misconduct of such Indemnitee (Indemnitee, as determined by a final non-appealable judgment of a court of competent jurisdiction) that do not involve an act or omission by any Loan Party or any Subsidiary or Affiliate thereof. This Section 12.15(a) shall not apply with respect to Taxes other than any Taxes that represent losses, damages, etc. arising from any non-Tax claim.

General Indemnity. In addition to each The Loan Party’s other Obligations under this AgreementParties shall pay, each Loan Party agrees toindemnify, jointly and severally, defend, protect, indemnify and hold harmless each Agent and each Lender and all of the Administrative Agents, the Joint Lead Arrangers, the Lenders, their respective Related Parties Affiliates and their respective officers, directors, employees, partners, shareholders, agents and advisors (collectively called the each, an “IndemniteesIndemnified Person”) harmless from and against any and all liabilities, losses, damages, liabilitiesclaims, obligationscosts or expenses, penaltiesjoint or several, fees, of any kind or nature whatsoever (including reasonable and documented out-of-pocket costs fees and expenses (including, without limitation, reasonable and documented out-of-pocket costs and expenses disbursements of (i) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflictif necessary, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Partieslocal and/or special counsel)) arising out of any Proceeding, which may at any time be imposed on, incurred by or asserted against any such Indemnitees, whether prior Indemnified Person in any way relating to or from arising directly or indirectly out of this Agreement or any other Credit Document, or the transactions contemplated hereby and after the Effective Datethereby, whether direct, indirect or consequential, as a result of any action taken or arising from or relating to omitted by any such Person under or in connection with any of the following: (i) foregoing, including with respect to the negotiationexercise by any Joint Lead Arranger, preparation, execution Lender or performance or enforcement of this Agreement, any other Loan Document or Administrative Agent of any other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent’s of its rights or any Lender’s furnishing of funds to the Borrower remedies under this Agreement or the other Loan Documents, including, without limitation, the management of any such Loans or the Borrower’s use of the proceeds thereof, (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (v) any claim, litigation, investigation or proceeding relating to any of the Credit Documents (all the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified MattersLiabilities”); provided, however, provided that the Loan Parties shall not have any no obligation hereunder (1) to any Indemnitee under this subsection (a) for any Indemnified Matter caused by Person with respect to Indemnified Liabilities arising from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee (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. The Loan Parties shall not be liable for any settlement of any Proceeding (as defined below) effected without its consent (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) that do not involve jurisdiction against an act or omission by 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 Subsidiary statement as to any admission of fault by or Affiliate thereofon behalf of such Indemnified Person. This Section 12.15(a12.2(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. In addition to each Loan Party’s other Obligations under this Agreement, each Loan Party agrees to, Each Obligor shall jointly and severallyseverally indemnify each Indemnitee against, defend, protect, indemnify and hold each Indemnitee harmless each Agent and each Lender and all of their respective Related Parties (collectively called the “Indemnitees”) from and against from, any and all actual losses, claims, damages, liabilitiesliabilities and documented expenses, obligations, penalties, including the fees, charges and disbursements of any counsel for any Indemnitee (but limited, in the case of legal fees and expenses, to the reasonable fees, disbursements and documented out-of-pocket costs and expenses (including, without limitation, reasonable and documented out-of-pocket costs and expenses other charges of (i) one outside counsel and one local counsel to the Agents Indemnitees, and the Related Parties if necessary, local counsel in each any relevant jurisdiction and (ii) one outside counsel and one local counsel to the other all affected Indemnitees (taken as a whole) in each relevant jurisdiction (and, and solely, in the event of a conflictconflict of interest, between any additional counsel (and, if necessary, local counsel in each relevant Secured Parties, conflicts counsel for jurisdiction) to each set group of similarly situated Secured Partiesaffected Indemnitees, taken as a whole)) , incurred by such Indemniteesor asserted against any Indemnitee arising out of, whether prior to in connection with, or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the following: (i) the negotiation, preparation, execution or performance or enforcement delivery of this Agreement, any other Loan Document 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 document executed in connection with the transactions contemplated by this Agreementhereby, (ii) any Agent’s or any Lender’s furnishing of funds to the Borrower under this Agreement or the other Loan Documents, including, without limitation, the management of any such Term Loans or the Borrower’s use of the proceeds thereoftherefrom, (iii) the Agents and the Lenders relying any actual or alleged presence or release of Hazardous Materials on or from any instructions of property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the handling Borrower or any of the Collateral as herein providedits Subsidiaries , or (iv) any matter relating to the financing transactions contemplated by this Agreement actual or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (v) any prospective claim, litigation, investigation investigation, arbitration or proceeding relating to any of the foregoing, whether or not 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 (collectivelythereto; provided that such indemnity shall not, the “Indemnified Matters”); provided, however, that the Loan Parties shall not have any obligation as to any Indemnitee under this subsection (a) for any Indemnified Matter caused 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 negligence, bad faith or willful misconduct of such Indemnitee (as determined by a final non-appealable judgment Indemnitee. Notwithstanding anything to the contrary in any of a court the Loan Documents, the obligations of competent jurisdiction) that do not involve an act or omission by any Loan Party or any Subsidiary or Affiliate thereof. This Section 12.15(a) shall not apply the Borrower and each other Obligor with respect to Taxes each indemnity given by it in this Agreement or any of the other than any Taxes that represent losses, damages, etc. arising from any non-Tax claimLoan Documents shall survive the termination of this Agreement and payment in full of the Obligations.

General Indemnity. In addition to each Loan Party’s other Obligations under this AgreementWhether or not the transactions contemplated hereby are consummated, each Loan Party agrees tothe Borrower shall pay, jointly and severallyindemnify, defend, protect, indemnify and hold harmless each Agent the Agents, the Lenders and each Lender and all of their respective Related Parties officers, directors, employees, counsel, agents and attorneys-in-fact and Affiliates (collectively called the each, an “IndemniteesIndemnified Person”) harmless from and against any and all liabilities, obligations, losses, damages, liabilities, obligations, penalties, feesclaims, reasonable actions, judgments, suits, costs, charges, expenses or disbursements of any kind or nature whatsoever (including fees and documented out-of-pocket costs and expenses (including, without limitation, reasonable and documented out-of-pocket costs and expenses disbursements of (i) one outside counsel and one local counsel in each case subject to the Agents provisions of Section 4.14 in respect of Taxes and Other Taxes) which may at any time (including at any time following repayment of any Loan or the Related Parties in each relevant jurisdiction and (iitermination, resignation or replacement of any Lender or Agent) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (andbe imposed on, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) incurred by or asserted against any such Indemnitees, whether prior Indemnified Person in any way relating to or from 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 after the Effective Datethereby, whether direct, indirect or consequential, as a result of any action taken or arising from or relating to omitted by any such Person under or in connection with any of the following: (i) foregoing, including with respect to the negotiation, preparation, execution exercise by any Lender or performance or enforcement of this Agreement, any other Loan Document or Agent 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 document executed in connection with the transactions contemplated by this Agreement, (iisimilar proceeding or appellate proceeding) any Agent’s or any Lender’s furnishing of funds related to the Borrower under this Agreement or the any other Loan DocumentsCredit Document or any Loan, including, without limitation, the management of any such Loans or the Borrower’s use of the proceeds thereof, (iii) whether or not any Indemnified Person is a party thereto, whether or not such investigation, litigation or proceeding is brought by the Agents Borrower, any of its shareholders or creditors, an Indemnified Person or any other Person, or an Indemnified Person is otherwise a party thereto, and the Lenders relying on whether or not any instructions of the Borrower conditions precedent set forth in Section 5 are satisfied or the handling of the Collateral as herein provided, (iv) any matter relating to the financing other transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or are consummated (v) any claim, litigation, investigation or proceeding relating to any of all the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified MattersLiabilities”); provided, however, provided that the Loan Parties Borrower shall not have any no obligation hereunder to any Indemnitee under this subsection (a) for any Indemnified Matter caused by Person with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of such Indemnitee (Indemnified Person as determined by a final non-appealable judgment of a court of competent jurisdiction) jurisdiction in a judgment that do has become final in that it is no longer subject to appeal. The Borrower agrees not involve an act to assert any claim against any Indemnified Person, on any theory of liability, for consequential, indirect, special or omission by any Loan Party punitive damages arising out of or otherwise relating to this Agreement or any Subsidiary of the other Credit Documents or Affiliate thereofany of the transactions contemplated hereby or thereby or the actual or proposed use of the proceeds of the Loans. This Notwithstanding anything to the contrary in this Agreement, all obligations relating to Taxes shall be governed exclusively by Section 12.15(a) shall not apply 4.14, except with respect to Taxes other than any Taxes that represent losses, damages, etc. arising from any arise as a result of a non-Tax claim.

General Indemnity. In addition Buyer agrees to each Loan Party’s other Obligations under this Agreement, each Loan Party agrees to, jointly and severally, defend, protect, indemnify and hold harmless each Agent release Seller and each Lender its affiliated companies and their officers, directors, shareholders) agents and employees, and their successors and assigns (collectively, ('lndemnitees") against and from any and all claim.s, damages, losses, liabilities, demands, suits, judgments, causes of action, legal proceedings, whether civil (arising in tort, contract, or otherwise) or criminal, penalties, fines, or other sanctions, and any attorney's fees and other reasonable costs and expenses in connection herewith or therewith, including any of the foregoing arising or imposed with or without Indemnitees' fault or negligence (whether, sole, joint, concurrent, comparative, simple, gross, passive, active or any other type) or under the doctrine of strict liability (any and all of their respective Related Parties which are hereafter referred to as "Claims"), which in any way may result from, pertain to or arise in any manner oui of) or are in any manner related to (collectively called a) the “Indemnitees”Property (or any part thereof) or this Agreement or any document or record in connection herewith, or the breach of any representation, warranty or covenant made by Buyer hereunder or under any other such document, or (b) the condition, ownership, manufacture, maintenance, purchase, delive1y, non~delivery, acceptance, repair, rejection, possession, return, disposition or use, or operation of the Property (or any part thereof or Record relating thereto) either in the air or on the ground or at sea, or (c) any defect in the Property (or any part thereof or Record relating thereto), whether or not discovered or discoverable by Buyer or lndemnitees, arising from the material or any articles used therein or from the design, testing, or use thereof or from any · maintenance, service, repair, overhaul, or testing of the Property (or any part thereof or Record relating thereto), whether or not they are in possession of Buyer, and against regardless of where they may then be located, or (d) any and all lossestransactions, damagesapprovals, liabilitiesor documents contemplated by this Agreement or given or entered into in connection herewith. The foregoing indemnity will not, obligationshowever, penalties, fees, reasonable and documented out-of-pocket costs and expenses (including, without limitation, reasonable and documented out-of-pocket costs and expenses of (i) one outside counsel and one local counsel extend to Claim to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) incurred by such Indemnitees, whether prior to extent resulting from or from and after the Effective Date, whether direct, indirect or consequential, as a result arising out of or arising from attributable to one or relating to or in connection with any more of the following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or incorrectness at the time when made of any representation or warranty by Seller in this Agreement (it being understood that Seller makes no representation or warranty as to the condition of the Property other document executed in connection with the transactions contemplated by this Agreement, than as to title); (ii) the failure by Seller to perform or observe any Agent’s material agreement, covenant or any Lender’s furnishing of funds condition on its part required to the Borrower under be performed or observed by it in this Agreement or the other Loan Documents, including, without limitation, the management of any such Loans or the Borrower’s use of the proceeds thereof, Agreement; (iii) property or similar taxes assessed against the Agents Property (or any part thereof or Record relating thereto) and payable for any period prior to the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, Closing Date; (iv) any matter relating an accident or incident involving the Property a11d not involving Buyer which occurred and became actionable prior to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan DocumentsClosing Date; (v) if that Claim arises from Seller)s willful misconduct, or (vvi) in the case of injury or death to an employee of Seller prior to Delivery. Upon delivery, buyer hereby waives, and releases each Indemnitee from, any claimClaims (whether existing now or hereafter arising) for or on account of or arising out of or in any way connected with injury to or death of any person or loss or damage to property or the loss of use of any property which may result from or arise in any manner out of or in relation to the ownership) condition, litigationuse, investigation maintenance or proceeding relating to any operation of the foregoingProperty (or any part thereof or Record relating thereto), either in the air or on the ground or at sea, or which may be caused by any defect in the Property (or any part thereof) from the material or any article used therein or from the design or testing thereof, or use thereof, or from any maintenance, service, repair, overhaul) or testing of the Property (or any part thereof) regardless of whe11 such defect may be discovered, whether or not the Property (or any Indemnitee part thereof) is a party thereto at the time in the possession of Buyer; and regardless of the location of the Property (collectively, or any part thereof) at any such time. The indemnities and releases in this Section 9 will continue m full force and effect notwithstanding the “Indemnified Matters”expiration or other termination of this Agreement and are expressly made for the benefit of and will be enforceable by each Indemnitee. Seller and Buyer expressly agree that the indemnities and releases from Buyer set forth in this Section 9 will become effective immediately upon Delivery of the Property (or any portion thereat) to Buyer without further action by either Party (and will further survive any subsequent termination of this Agreement); provided, however, that Buyer will at all times (both before and after Delivery of the Loan Parties shall Property) be liable for, and indemnify Seller against, any Claim, and all expenses (including but not have limited lo costs of investigation and defense and reasonable fees incurred for attorneys, expert witnesses, consultants, and litigation support services) based upon~ caused by, arising from, or in any obligation manner connected with, directly or indirectly, any Claim for (i) injury to, or death of, any officer, employee, agent or representative of Buyer, or (ii) damage to or destruction of any Indemnitee under this subsection (a) for any Indemnified Matter caused by the gross negligence property or willful misconduct equipment of such Indemnitee (as determined by a final non-appealable judgment of a court of competent jurisdiction) that do not involve an act or omission by any Loan Party or any Subsidiary or Affiliate thereof. This Section 12.15(a) shall not apply with respect to Taxes other than any Taxes that represent losses, damages, etc. arising from any non-Tax claimBuyer.

General Indemnity. In addition to each Loan Party’s other Obligations under this Agreement, each Loan Party agrees to, jointly and severally, defend, protect, indemnify and hold harmless each Agent and each Lender and all of their respective Related Parties (collectively called the “Indemnitees”) from and against any and all losses, damages, liabilities, obligations, penalties, fees, reasonable and documented out-of-pocket costs and expenses (including, without limitation, reasonable and documented out-of-pocket costs and expenses of (i) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (iijurisdiction) one outside counsel and one local counsel to the other incurred by such Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) incurred by such Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or of any other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent’s or any Lender’s furnishing of funds to the Borrower Borrowers under this Agreement or the other Loan Documents, including, without limitation, the management of any such Loans or the Borrower’s use of the proceeds thereofLoans, (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (viv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”); provided, however, that the Loan Parties shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter (x) caused by the gross negligence or willful misconduct of such Indemnitee (as determined by a final non-appealable judgment of a court of competent jurisdiction, or (y) arising from disputes solely among the Agents, the Lenders (other than the Affiliated Lenders) and their respective participants or (z) that do not involve has resulted from an act or omission intentional breach of such Indemnitee’s obligations under this Agreement as determined by any Loan Party or any Subsidiary or Affiliate thereofa final non-appealable judgment of a court of competent jurisdiction. This Section 12.15(a) shall not apply with respect to Taxes other than any Taxes that represent losses, damages, etc. arising from any non-Tax claim.

General Indemnity. In addition Without limiting any other rights which any such Person may have hereunder or under applicable law, the Borrower hereby agrees to indemnify each Loan Party’s other Obligations under this Agreementof the GWG Trustee, each Loan Party agrees toMaster Collateral Agent, jointly and severallythe Servicer, defend, protect, indemnify and hold harmless each Agent and each Lender and all of their respective Related Parties successors, transferees, participants and assigns and all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (collectively each of the foregoing Persons being individually called the an “IndemniteesIndemnified Party”) ), forthwith on demand, from and against any and all damages, losses, damagesclaims, liabilities, obligations, penalties, fees, liabilities and related and reasonable and documented out-of-pocket costs and expenses actually incurred, including reasonable attorneys’ fees and disbursements actually incurred (includingall of the foregoing being collectively called “Indemnified Amounts”) awarded against or incurred by any of 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, reasonable and documented out-of-pocket costs and expenses of however, (i) one outside counsel and one local counsel Indemnified Amounts to the Agents and extent determined by a court of competent jurisdiction to have resulted from gross negligence on the Related Parties in each relevant jurisdiction part of any Indemnified Party, and (ii) one outside counsel and one local counsel to the other Indemnitees any tax upon or measured by net income (taken as a whole) except those described in each relevant jurisdiction (and, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured PartiesSection 7.1(a)) incurred by such Indemniteeson any Indemnified Party; including (without limitation), whether prior to or from and after the Effective Datehowever, whether direct, indirect or consequential, as a result of or arising 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 connection with any of the following: other Transaction Documents; (ic) the negotiation, preparation, execution or performance or enforcement of except as expressly set forth in this Agreement, any other Loan Document or 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 document executed 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; (e) the failure by the Borrower (including in its capacity as Master Servicer), GWG DLP Funding II, LLC, the Master Trusts to pay when due any taxes (including sales, excise or personal property taxes) payable in connection with the transactions contemplated by this Agreement, (ii) any Agent’s or any Lender’s furnishing of funds to the Borrower under this Agreement or the other Loan Documents, including, without limitation, the management of any such Loans or the Borrower’s use purchase and sale of the proceeds thereof, Conveyed Property; (iiif) the Agents and commingling of the Lenders relying on any instructions Collections with other funds of the Borrower (including in its capacity as Master Servicer), GWG DLP Funding II, LLC the Master Trusts, or any other Person; (g) any legal action, judgment or garnishment affecting, or with respect to, distributions on any Insurance Policy or the handling of the Collateral as herein provided, Transaction Documents; and (ivh) any matter relating failure to the financing transactions contemplated by this Agreement or the other Loan Documents or by comply with any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (v) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”); provided, however, that the Loan Parties shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter caused by the gross negligence or willful misconduct of such Indemnitee (as determined by a final non-appealable judgment of a court of competent jurisdiction) that do not involve an act or omission by any Loan Party or any Subsidiary or Affiliate thereof. This Section 12.15(a) shall not apply Applicable Law with respect to Taxes any Insurance Policy or any other than part of the Collateral. If and to the extent that the foregoing undertaking may be unenforceable for any Taxes reason, the Borrower hereby agrees to make the maximum contribution to the payment of the amounts indemnified against in this Section 12.1 that represent losses, damages, etc. arising from any non-Tax claimis permissible under Applicable Law.

General Indemnity. In addition to each Loan Party’s other Obligations under (i) Whether or not any of the transactions contemplated by this AgreementAgreement are consummated, each Loan Party agrees toBorrower shall indemnify, jointly and severallyprotect, defend, protect, indemnify and hold harmless each Agent Indemnitee from, against, and each Lender in respect of, and all of their respective Related Parties (collectively called the “Indemnitees”) from and against shall pay on an After-Tax Basis, any and all lossesExpenses of any kind or nature whatsoever that may be imposed on, damagesincurred by, liabilitiesor asserted against any Indemnitee, obligationsrelating to, penaltiesresulting from, fees, reasonable and documented out-of-pocket costs and expenses (including, without limitation, reasonable and documented out-of-pocket costs and expenses of (i) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) incurred by such Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to out of or in connection with any one or more of the following: : (i1) the negotiation, preparation, execution Operative Agreements or performance or enforcement any of this Agreement, any other Loan Document or of any other document executed in connection with the transactions contemplated hereby or thereby or the enforcement of any of the Operative Agreements during the existence of a Default; (2) (aa) any claim or penalty arising out of violations of applicable Laws by this AgreementBorrower, (iibb) any Agent’s Liens in respect of the Collateral, (cc) tort liability whether or not arising out of the negligence of any Indemnitee (whether active, passive or imputed) and (dd) the offer, sale or delivery by Borrower of any Loan Certificates issued on any Borrowing Date; and (3) any breach of or failure to perform or observe, or any Lender’s furnishing of funds other noncompliance with, any covenant, agreement, or other obligation to the be performed by Borrower under this any Operative Agreement to which it is party or the other Loan Documentsfalsity of any representation or warranty of Borrower in any Operative Agreement to which it is party, including, without limitation, the management any Default or Event of any such Loans or the Borrower’s use of the proceeds thereof, (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (v) any claim, litigation, investigation or proceeding relating to Default under any of the foregoingOperative Agreements. (ii) Notwithstanding anything in Section 10(a)(i), Borrower shall not be required to indemnify, protect, defend, or hold harmless any Indemnitee pursuant to Section 10(a)(i) against any Expense of such Indemnitee: (1) for any Taxes or a loss of Tax Benefit, whether or not any Indemnitee Borrower is a party thereto required to indemnify therefor pursuant to Section 10(c); (collectively, 2) to the “Indemnified Matters”); provided, however, that the Loan Parties shall not have any obligation extent attributable to any Transfer (voluntary or involuntary) by or on behalf of such Indemnitee of any Loan Certificate, Commitment or interest therein, except as a result of any such Transfer requested in writing by Borrower or made or effected as required by or pursuant to the terms of the Operative Agreements or made or effected in connection with or pursuant to the exercise of remedies under this subsection any Operative Agreement; (a3) for any Indemnified Matter caused by to the extent attributable to the gross negligence or willful misconduct of such Indemnitee or any “Related Indemnitee” (as determined defined at the end of this Section 10(a)(ii)) (other than gross negligence or willful misconduct imputed to such Person solely by reason of its interest in the Collateral or being a final party to any Operative Agreement); (4) to the extent attributable to the incorrectness or breach of any representation or warranty of such Indemnitee or any Related Indemnitee, contained in or made pursuant to any Operative Agreement; (5) to the extent attributable to the failure, by such Indemnitee or any Related Indemnitee, to perform or observe any express agreement, covenant, or condition on its part to be performed or observed in any Operative Agreement; (6) to the extent attributable to the offer or sale, by such Indemnitee or any Related Indemnitee, of any interest in the Loan Certificates, or its Commitment, in violation of the registration requirements of the Securities Act or in violation of the registration requirements of any applicable state or foreign securities Laws (other than any thereof caused by acts or omissions of Borrower); (7) to the extent attributable to Security Agent’s failure to distribute funds received and distributable by it in accordance with the Operative Agreements; (8) other than during the existence of an Event of Default, to the extent attributable to the authorization or giving or withholding of any future amendments, supplements, waivers, or consents with respect to any Operative Agreement, other than any requested by Borrower or required by or made pursuant to the terms of the Operative Agreements (unless such requirement results from the actions of an Indemnitee not required by or made pursuant to the Operative Agreements); (9) to the extent attributable to any amount which any Indemnitee expressly agrees to pay or such Indemnitee expressly agrees shall not be paid by or be reimbursed by Borrower; (10) to the extent that it is an ordinary and usual operating or overhead expense; (11) for any Lien attributable to such Indemnitee or any Related Indemnitee that Borrower is not obligated to discharge under the Operative Agreements; (12) if another provision of an Operative Agreement specifies the extent of Borrower’s responsibility or obligation with respect to such Expense, to the extent arising from a cause other than Borrower’s failure to comply with such specified responsibility or obligation; or (13) to the extent imposed on an Indemnitee as a result of any non-appealable judgment exempt “prohibited transaction” under 406(a) of ERISA or Section 4975(c)(1) of the Code caused by such Indemnitee. For purposes of this Section 10(a), a court Person shall be considered a “Related Indemnitee” of competent jurisdictionan Indemnitee if that Person is an Affiliate or employer of such Indemnitee, a director, officer, employee, agent, or servant of such Indemnitee or any such Affiliate. (iii) The provisions of this Section 10(a) constitute a separate agreement with respect to each Indemnitee, and is enforceable directly by each such Indemnitee. (iv) If an Indemnitee makes a claim for any Expense indemnifiable under this Section 10(a), such Indemnitee shall give prompt written notice thereof to Borrower. Notwithstanding the foregoing, any Indemnitee’s failure to notify Borrower as provided in this Section 10(a)(iv), or in Section 10(a)(v), shall not release Borrower from any of its obligations to indemnify such Indemnitee hereunder, except to the extent that such failure results in an additional Expense to Borrower (in which event Borrower shall not be responsible for such additional Expense) or materially impairs Borrower’s ability to contest such claim. (1) If any action, suit, or proceeding for which Borrower is responsible under this Section 10(a) is brought against any Indemnitee, such Indemnitee shall notify Borrower of the commencement thereof, and Borrower may, at its expense, participate in and, to the extent that it so desires (subject to the provisions of the following paragraph), assume and control the defense thereof and, subject to Section 10(a)(v)(3), settle or compromise it. (2) Borrower or its insurer(s) shall have the right, at its or their cost and expense, to investigate and the right in Borrower’s sole discretion, acting through counsel reasonably satisfactory to the respective Indemnitee, if Borrower has acknowledged in writing that it will indemnify such Indemnitee for such Expense (except that such acknowledgment does not apply if it is determined that Borrower is not liable hereunder), (A) in any judicial or administrative proceeding that involves an Expense and other claims which do not involve such Indemnitee, to assume responsibility for and control of the defense thereof, (B) in any judicial or administrative proceeding that involves an act Expense and other claims against such Indemnitee related or omission unrelated to the transactions contemplated by the Operative Agreements, (x) to assume responsibility for and control of the defense of such Expense to the extent that the same may be and is severed from such other claims (and such Indemnitee shall use its reasonable efforts to obtain such severance) or (y) if such Expense is not severable from other claims that are material to such Indemnitee in relation to the Loan Certificates held by such Indemnitee, to assume responsibility for and control of the defense of such Expense if such assumption would not, in such Indemnitee’s reasonable judgment, prejudice or impair in any Loan Party or material respect, such Indemnitee’s management of such other claims and (C) in any Subsidiary or Affiliate thereof. This Section 12.15(a) shall not apply other case, to be consulted by such Indemnitee and in which case such Indemnitee agrees to cooperate with reasonable requests of Borrower, each such request at Borrower’s cost and expense, with respect to Taxes judicial proceedings subject to the control of such Indemnitee and to be allowed, at Borrower’s cost and expense, to participate therein. The Indemnitee may participate at its own cost and expense and with its own counsel in any judicial proceeding controlled by Borrower pursuant to the preceding provisions; provided that such Indemnitee’s participation does not, in Borrower’s reasonable judgment, prejudice or impair in any material respect the defense and management of such case. Borrower shall not be entitled to control the defense of any such action, suit, or proceeding, or to compromise any such Expense (and the relevant Indemnitee shall be entitled to assume such control), while (a) any Event of Default exists, (b) if such proceedings will involve a material risk of the sale, forfeiture, or loss of, or the creation of any Lien (other than Permitted Lien) on the Collateral, unless Borrower shall have posted a bond or other security or collateral reasonably satisfactory to such Indemnitee in respect to such risk or (c) if such proceedings are likely to entail any Taxes risk of criminal liability or material risk of civil liability being imposed on such Indemnitee that, in the case of civil liability in the reasonable opinion of such Indemnitee, adversely affects in any material respect the business reputation of such Indemnitee or if, in the reasonable opinion of such Indemnitee, control by Borrower would be inappropriate due to a conflict of interest. (3) In no event shall any Indemnitee enter into a settlement or other compromise with respect to any Expense without Borrower’s prior written consent (which shall not be unreasonably withheld or delayed), unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 10(a) or is required by Law to do so. (4) To the extent that represent lossesany Expense indemnified by Borrower hereunder may be covered by insurance maintained by Borrower, damagesat Borrower’s expense, etceach Indemnitee agrees to cooperate with all reasonable requests of insurers in the exercise of their rights to investigate, defend, or compromise such Expense as may be required to retain the benefits of such insurance with respect to such Expense. (5) If an Indemnitee is not a party to this Agreement, Borrower may require such Indemnitee to agree in writing to the terms of this Section 10(a) and Section 12 before making any payment to such Indemnitee under this Section 10. (6) Nothing in this Section 10(a)(v) shall require an Indemnitee to assume responsibility for or control of any judicial proceeding with respect thereto. (vi) Borrower will promptly provide the relevant Indemnitee with such information not within the control of such Indemnitee (but in Borrower’s control or reasonably available to Borrower) which such Indemnitee reasonably requests, and will otherwise cooperate with such Indemnitee so as to enable such Indemnitee to fulfill its obligations under Section 10(a)(v). arising The Indemnitee shall promptly supply Borrower with such information not within the control of Borrower (but in such Indemnitee’s control or reasonably available to such Indemnitee) which Borrower reasonably requests to control or participate in any proceeding to the extent permitted by Section 10(a)(v). (vii) Upon payment in full by or on behalf of Borrower of any indemnity provided for under this Agreement, Borrower, without any further action and to the full extent permitted by Law, will be subrogated to all rights and remedies of the Person indemnified (other than with respect to any of such Indemnitee’s insurance policies or in connection with any indemnity claim of such Indemnitee under Section 11(d)) in respect of the matter as to which such indemnity was paid. Each Indemnitee will give such further assurances or agreements and cooperate with Borrower to permit Borrower to pursue such claims, to the extent reasonably requested by Borrower and at Borrower’s expense. (viii) If an Indemnitee receives any refund from any non-Tax claimparty other than Borrower or its insurers, in whole or in part, with respect to any Expense paid by Borrower hereunder, that Indemnitee will promptly pay such amount refunded (but not an amount in excess of the amount Borrower or any of its insurers has paid in respect of such Expense) over to Borrower, unless a Default or Event of Default exists, in which case such amount shall be paid over to Security Agent to hold as security for Borrower’s obligations under the relevant Operative Agreements until such time as such Default or Event of Default no longer exists, in which case such amount and any gain realized as a result of investments required to be made pursuant to Article 6 of the Security Agreement (except to the extent theretofore applied as provided in the Security Agreement) shall be paid over to Borrower.

General Indemnity. In addition to each Loan Party’s other Obligations under this AgreementWhether or not the transactions contemplated hereby are consummated, each Loan Party agrees tothe Borrower shall pay, jointly and severallyindemnify, defend, protect, indemnify and hold harmless each Agent and each the Lender and all of their its respective Related Parties officers, directors, employees, counsel, agents and attorneys-in-fact and Affiliates (collectively called the each, an “IndemniteesIndemnified Person”) harmless from and against any and all liabilities, obligations, losses, damages, liabilities, obligations, penalties, feesclaims, reasonable actions, judgments, suits, costs, charges, expenses or disbursements of any kind or nature whatsoever (including fees and documented out-of-pocket costs and expenses (including, without limitation, reasonable and documented out-of-pocket costs and expenses disbursements of (i) one outside counsel and one local counsel in each case subject to the Agents 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 asserted against any such Indemnified Person by any Person (including the Borrower) other than such Indemnified Person and its Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (andParties, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) incurred by such Indemnitees, whether prior way relating to or from 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 after the Effective Datethereby, whether direct, indirect or consequential, as a result of any action taken or arising from or relating to omitted by any such Person under or in connection with any of the following: (i) foregoing, including with respect to the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or 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 document executed in connection with the transactions contemplated by this Agreement, (iisimilar proceeding or appellate proceeding) any Agent’s or any Lender’s furnishing of funds related to the Borrower under this Agreement or the any other Loan DocumentsCredit Document or any Loan, including, without limitation, the management of any such Loans or the Borrower’s use of the proceeds thereof, (iii) the Agents and the Lenders relying on whether or not any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (v) any claim, litigation, investigation or proceeding relating to any of the foregoingIndemnified Person is a party thereto, whether or not such investigation, litigation or proceeding is brought by the Borrower, any Indemnitee 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 MattersLiabilities”); provided, however, provided that the Loan Parties Borrower shall not have any no obligation hereunder to any Indemnitee under this subsection Indemnified Person with respect to Indemnified Liabilities (ax) for any Indemnified Matter caused by arising from the gross negligence or willful misconduct of such Indemnitee (Indemnified Person as determined by a court of competent jurisdiction in a judgment that has become final non-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 judgment of judgement by a court of competent jurisdiction) that do not involve an act . To the fullest extent permitted by applicable Law, no party to this Agreement or omission by the other Credit Documents shall assert, and each hereby waives, any Loan Party 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 Subsidiary of the other Credit Documents or Affiliate thereof. This Section 12.15(a) shall not apply with respect to Taxes other than any Taxes that represent losses, damages, etc. arising from any non-Tax claimof the transactions contemplated hereby or thereby or the actual or proposed use of the proceeds of the Loan.

General Indemnity. In addition to each Loan Party’s other Obligations under this Agreement, each Loan Party agrees to, jointly and severally, defend, protect, indemnify and hold harmless each Agent and each Lender and all of their respective Related Parties (collectively called the “Indemnitees”) from and against any and all losses, damages, liabilities, obligations, penalties, fees, reasonable and documented out-of-pocket costs and expenses (including, without limitation, reasonable and documented out-of-pocket costs and expenses of (i) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)jurisdiction) incurred by such Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or of any other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent’s or any Lender’s furnishing of funds to the Borrower Borrowers under this Agreement or the other Loan Documents, including, without limitation, the management of any such Loans or the Borrower’s use of the proceeds thereofLoans, (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (viv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”); provided, however, that the Loan Parties shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter (x) caused by the gross negligence or willful misconduct of such Indemnitee (as determined by a final non-appealable judgment of a court of competent jurisdiction, or (y) arising from disputes solely among the Agents, the Lenders (other than the Affiliated Lenders) and their respective participants(other than disputes involving claims by or against the Administrative Agent or the Collateral Agent, in each case, in their respective capacities as such) that do not involve an act or omission by any Loan Party or any Subsidiary or Affiliate thereofthereof or (z) other than in the case of the Agents and their Related Parties, that has resulted from an intentional breach of such Indemnitee’s obligations under this Agreement as determined by a final non-appealable judgment of a court of competent jurisdiction. This Section 12.15(a) shall not apply with respect to Taxes other than any Taxes that represent losses, damages, etc. arising from any non-Tax claim.

General Indemnity. In addition Without limiting any other rights which any such Person may have hereunder or under Applicable Law, but subject to each Loan Party’s other Obligations under this AgreementSection 8.06, each Loan Party agrees toOriginator, jointly and severally, defend, protect, hereby agrees to indemnify and hold harmless each Buyer, Buyer’s Affiliates, the Borrower, Administrative Agent and each Lender any Secured Party under the Loan and Security Agreement and all of their respective Related Parties successors, transferees, participants and assigns, and all officers, members, managers, directors, shareholders, officers, employees and agents of any of the foregoing (collectively called the each an “IndemniteesOriginator Indemnified Party”) ), forthwith on demand, from and against any and all damages, losses, damagesclaims, liabilities, obligations, penalties, fees, liabilities and related reasonable and documented out-of-pocket costs and expenses (includingincluding all filing fees), without limitation, including reasonable and documented out-of-pocket costs Attorney Costs, and expenses reasonable consultants’ and accountants’ fees and disbursements (all of (ithe foregoing being collectively referred to as “Originator Indemnified Amounts”) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) awarded against or incurred by such Indemniteesany of them arising out of, whether prior resulting from, relating to or from and after in connection with the Effective DateTransaction Documents, whether directany of the transactions contemplated thereby, indirect or consequentialthe ownership, as a result maintenance or purchasing of the Receivables or in respect of or related to any Receivable or Related Assets, or otherwise arising from out of or relating to or in connection with the actions or inactions of Buyer, Performance Guarantor, such Originator or any Affiliate of any of the following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or of any other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent’s or any Lender’s furnishing of funds to the Borrower under this Agreement or the other Loan Documents, including, without limitation, the management of any such Loans or the Borrower’s use of the proceeds thereof, (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (v) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”)them; provided, howevernotwithstanding anything to the contrary in this Article VII, that excluding Originator Indemnified Amounts solely to the Loan Parties shall not have any obligation to any Indemnitee under this subsection extent (ax) for any Indemnified Matter caused by resulting solely from the gross negligence or willful misconduct on the part of such Indemnitee (Originator Indemnified Party, as determined by a final non-appealable judgment of by a court of competent jurisdictionjurisdiction or (y) that do not involve an act or omission by any Loan Party or any Subsidiary or Affiliate thereof. This Section 12.15(a) shall not apply constitute recourse with respect to Taxes other than a Receivable or the Related Assets by reason of an Event of Bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor. Without limiting or being limited by the foregoing, each Originator, jointly and severally, shall pay on demand indemnify, subject to the express limitations set forth in this Section 7.01, and hold harmless each Originator Indemnified Party for any Taxes that represent lossesand all amounts necessary to indemnify such Originator Indemnified Party from and against any and all Originator Indemnified Amounts arising out of, damagesrelating to, etc. arising resulting from any non-Tax claim.or in connection with:

General Indemnity. In addition Without limiting any other rights which any such Person may have hereunder or under Applicable Law, but subject to each Loan Party’s other Obligations under this AgreementSections 12.1(b) and 13.5, each Loan Party Seller agrees to, jointly and severally, defend, protect, to indemnify and hold harmless Administrative Agent, each Agent 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 Lender and all of their respective Related Parties Affiliates, and all directors, members, managers, directors, shareholders, officers, employees and attorneys or agents of any of the foregoing (collectively called the each an “IndemniteesIndemnified Party”) ), forthwith on demand, from and against any and all damages, losses, damagesclaims, liabilities, obligations, penalties, fees, reasonable liabilities and documented out-of-pocket related costs and expenses (includingincluding all filing fees), without limitationincluding reasonable attorneys’, reasonable consultants’ and documented out-of-pocket costs accountants’ fees and expenses disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 4.3 (all of (ithe foregoing being collectively referred to as “Indemnified Amounts”) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) awarded against or incurred by such Indemniteesany of them arising out of, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with the Transaction Documents, any of the following: transactions contemplated thereby, or the ownership, maintenance or funding, directly or indirectly, of the Asset Interest (ior 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 negotiation, preparation, execution actions or performance or enforcement inactions of this AgreementSeller, any other Loan Document Originator, Servicer, CHS, Performance Guarantor or of any other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent’s or any Lender’s furnishing of funds party to the Borrower under this Agreement or the other Loan Documents, including, without limitation, the management of any such Loans or the Borrower’s use of the proceeds thereof, (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (v) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”)Transaction Document; provided, however, that notwithstanding anything to the Loan Parties contrary in this Article XII, in all events there shall not have be excluded from the foregoing indemnification any obligation damages, claims, losses, costs, expenses, liabilities or other Indemnified Amounts to any Indemnitee under this subsection the extent resulting from (ax) for any Indemnified Matter caused by the gross negligence or willful misconduct of such Indemnitee (an Indemnified Party as determined by in a final non-appealable judgment of by a court of competent jurisdictionjurisdiction or (y) that do not involve the failure of an act Account Debtor or omission Obligor to pay any sum due under its Pool Assets by any Loan Party reason of the financial or any Subsidiary credit condition of such Account Debtor or Affiliate thereof. This Section 12.15(a) shall not apply Obligor (including the occurrence of an Insolvency Event with respect to Taxes 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 hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to or 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 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 Sale Agreement and the grant of a security interest to Administrative Agent pursuant to this Agreement and to Seller pursuant to the 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 their respective officers or Affiliates) under or in connection with any Transaction Document, any Information Package or any other information or report delivered 753697831 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 any Transaction Document or any Applicable Law (including with respect to any Pool Asset or Related Assets), or the 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 the Pool Assets (and all Related Assets) against all Persons (including any bankruptcy trustee or similar Person); (vi) 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 Asset whether at the time of any Purchase or Reinvestment or at any time thereafter; (vii) any dispute, claim, offset 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 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 such Account Debtor or Obligor, 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 Pool 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 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; 753697831 (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 that represent losses(other than Excluded Taxes) imposed upon any Indemnified Party or upon or with respect to the Pool Assets, damagesall interest and penalties thereon or with respect thereto, etc. 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 funds or the funds of any other Person; (xv) any failure by Seller, CHS, any Originator, Performance 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, Seller, Servicer, 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 nonsuch violation or breach; or (xviii) any civil penalty or fine assessed by OFAC or any other Governmental Authority administering any Anti-Tax claimTerrorism Law, Anti-Corruption Law or Sanctions, and all reasonable costs and expenses (including reasonable documented legal fees and disbursements) incurred in connection with defense thereof by, any Indemnified Party in connection with the Transaction Documents as a result of any action of Seller, CHS, any Originator, Performance Guarantor or any of their respective Affiliates.

General Indemnity. In addition to each Loan Party’s 's other Obligations under this Agreement, each Loan Party agrees to, jointly and severally, defend, protect, indemnify and hold harmless each Agent and Agent, each Lender and the L/C Issuer and all of their respective Related Parties officers, directors, employees, attorneys, consultants and agents (collectively called the “"Indemnitees”") from and against any and all losses, damages, liabilities, obligations, penalties, fees, reasonable and documented out-of-pocket costs and expenses (including, without limitation, reasonable and documented out-of-pocket attorneys' fees, costs and expenses of (i) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)expenses) incurred by such Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or of any other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent’s 's or any Lender’s 's furnishing of funds to the Borrower or the L/C Issuer's issuing of Letter of Credit Accommodations for the account of the Borrower under this Agreement or the other Loan Documents, including, without limitation, the management of any such Loans Loans, the Reimbursement Obligations or the Borrower’s use Letter of the proceeds thereofCredit Obligations, (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (viv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “"Indemnified Matters”"); provided, however, that the Loan Parties shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter caused by the gross negligence or willful misconduct of such Indemnitee (Indemnitee, as determined by a final non-appealable judgment of a court of competent jurisdiction) that do not involve an act or omission by any Loan Party or any Subsidiary or Affiliate thereof. This Section 12.15(a) shall not apply with respect to Taxes other than any Taxes that represent losses, damages, etc. arising from any non-Tax claim.

General Indemnity. In addition Without limiting any other rights which any such Person may have hereunder or under Applicable Law, but subject to each Loan Party’s other Obligations under this AgreementSections 12.1(b) and 13.5, each Loan Party Seller agrees to, jointly and severally, defend, protect, to indemnify and hold harmless Administrative Agent, each Agent 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 Lender and all of their respective Related Parties Affiliates, and all directors, members, managers, directors, shareholders, officers, employees and attorneys or agents of any of the foregoing (collectively called the each an “IndemniteesIndemnified Party”) ), forthwith on demand, from and against any and all damages, losses, damagesclaims, liabilities, obligations, penalties, fees, reasonable liabilities and documented out-of-pocket related costs and expenses (includingincluding all filing fees), without limitationincluding reasonable attorneys’, reasonable consultants’ and documented out-of-pocket costs accountants’ fees and expenses disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 4.3 (all of (ithe foregoing being collectively referred to as “Indemnified Amounts”) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) awarded against or incurred by such Indemniteesany of them arising out of, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with the Transaction Documents, any of the following: transactions contemplated thereby, or the ownership, maintenance or funding, directly or indirectly, of the Asset Interest (ior 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 negotiation, preparation, execution actions or performance or enforcement inactions of this AgreementSeller, any other Loan Document Originator, Servicer, CHS, Performance Guarantor or of any other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent’s or any Lender’s furnishing of funds party to the Borrower under this Agreement or the other Loan Documents, including, without limitation, the management of any such Loans or the Borrower’s use of the proceeds thereof, (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (v) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”)Transaction Document; provided, however, that notwithstanding anything to the Loan Parties contrary in this Article XII, in all events there shall not have be excluded from the foregoing indemnification any obligation damages, claims, losses, costs, expenses, liabilities or other Indemnified Amounts to any Indemnitee under this subsection the extent resulting from (ax) for any Indemnified Matter caused by the gross negligence or willful misconduct of such Indemnitee (an Indemnified Party as determined by in a final non-appealable judgment of by a court of competent jurisdictionjurisdiction or (y) that do not involve the failure of an act Account Debtor or omission Obligor to pay any sum due under its Pool Assets by any Loan Party reason of the financial or any Subsidiary credit condition of such Account Debtor or Affiliate thereof. This Section 12.15(a) shall not apply Obligor (including the occurrence of an Insolvency Event with respect to Taxes 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 hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to or 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 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 Sale Agreement and the grant of a security interest to Administrative Agent pursuant to this Agreement and to Seller pursuant to the 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 their respective officers or 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 any Transaction Document or any Applicable Law (including with respect to any Pool Asset or Related Assets), or the 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 the Pool Assets (and all Related Assets) against all Persons (including any bankruptcy trustee or similar Person); (vi) 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 Asset whether at the time of any Purchase or Reinvestment or at any time thereafter; (vii) any dispute, claim, offset 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 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 such Account Debtor or Obligor, 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 Pool 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 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 that represent losses(other than Excluded Taxes) imposed upon any Indemnified Party or upon or with respect to the Pool Assets, damagesall interest and penalties thereon or with respect thereto, etc. 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 funds or the funds of any other Person; (xv) any failure by Seller, CHS, any Originator, Performance 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, Seller, Servicer, 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 non-Tax claimsuch violation or breach.

General Indemnity. In addition to each Loan ----------------- Party’s 's other Obligations under this Agreement, each Loan Party agrees to, jointly and severally, defend, protect, indemnify and hold harmless each Agent Agent, each Lender and each Lender Issuer and all of their respective Related Parties officers, directors, members, partners, employees, attorneys, consultants and agents (collectively called the “"Indemnitees”") from and against any and all losses, ----------- damages, liabilities, obligations, penalties, fees, reasonable and documented out-of-pocket costs and expenses (including, without limitation, reasonable and documented out-of-pocket attorneys' fees, costs and expenses of (i) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)expenses) incurred by such Indemnitees, whether prior to or from and after the Facility Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or of any other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent’s 's or any Lender’s 's furnishing of funds to the Borrower Borrowers or any Issuer's issuing of Letters of Credit for the account of the Borrowers under this Agreement or the other Loan Documents, including, without limitation, the management of any such Loans or the Borrower’s use Letter of the proceeds thereofCredit Obligations, (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (viv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “"Indemnified Matters”"); provided, however, that the Loan ------------------- -------- ------- Parties shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter (x) to any Indemnitee caused by the gross negligence or willful misconduct of such Indemnitee (Indemnitee, as determined by a final non-appealable judgment of a court of competent jurisdictionjurisdiction or (y) that do not involve an act to any Lender or omission by any Loan Party or any Subsidiary or Affiliate thereof. This Section 12.15(a) shall not apply with respect to Taxes other than any Taxes that represent losses, damages, etc. its Indemnitees arising directly from any non-Tax claimaction solely between or among the Lenders.

General Indemnity. In addition to each Loan Party’s other Obligations under this Agreement, each Loan Party agrees to, jointly The Company shall indemnify the Lenders and severally, defend, protect, indemnify the Agent and hold them harmless from any liability, loss or damage resulting from the violation by the Company of Section 2.5.5. In addition, the Company shall indemnify each Lender, the Agent, the Syndication Agent, the Documentation Agent, the Joint Lead Arrangers or the Co-Arranger each of the Lenders' or the Agent's directors, officers 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 Lender of such directors, officers, employees, agents, attorneys, accountants, consultants and all Affiliates and control Persons is referred to as an "Indemnified Party") and hold each of their respective Related Parties (collectively called the “Indemnitees”) them harmless from and against any and all lossesclaims, damages, liabilities, obligations, penalties, fees, liabilities and reasonable and documented out-of-pocket costs and expenses (including, without limitation, including reasonable fees and documented out-of-pocket costs disbursements of counsel with whom any Indemnified Party may consult in connection therewith and all reasonable expenses of (ilitigation or preparation therefor) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between which any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) incurred by such Indemnitees, whether prior to Indemnified Party may incur or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or which may be asserted against any Indemnified Party in connection with (a) the Indemnified Party's compliance with or contest of any 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 following: Company, any of its Subsidiaries or their Affiliates, or any officer, director or employee thereof, (ic) the negotiationexistence or exercise of any security rights with respect to the Credit Security in accordance with the Credit Documents, preparation, execution or performance or enforcement of (d) this Agreement, any other Loan Credit Document or of any other document executed in connection with the transactions transaction contemplated by this Agreement, (ii) any Agent’s hereby or any Lender’s furnishing of funds to the Borrower under this Agreement or the other Loan Documents, including, without limitation, the management of any such Loans or the Borrower’s use of the proceeds thereof, (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (v) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”)thereby; provided, however, that the Loan Parties foregoing indemnity shall not have any obligation apply (i) to any Indemnitee under this subsection (a) for any Indemnified Matter caused 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 is determined adversely to the Lenders or the Agent in a final nonappealable judgment by a court of competent jurisdiction or (ii) to the extent 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 Party's gross negligence or willful misconduct of such Indemnitee (as determined by a final non-appealable judgment of a court of competent jurisdiction) that do not involve an act or omission by any Loan Party or any Subsidiary or Affiliate thereofmisconduct. This Section 12.15(a) shall not apply with respect to Taxes other than any Taxes that represent losses, damages, etc. arising from any non-Tax claimTHE COMPANY EXPRESSLY ACKNOWLEDGES THAT IT MAY BE REQUIRED TO INDEMNIFY PERSONS AGAINST THEIR OWN NEGLIGENCE.

General Indemnity. In addition Without limiting any other rights which any such Person may have hereunder or under Applicable Law, but subject to each Loan Party’s other Obligations under this AgreementSections 12.1(b) and 13.5, each Loan Party Seller agrees to, jointly and severally, defend, protect, to indemnify and hold harmless Administrative Agent, each Agent 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 Lender and all of their respective Related Parties Affiliates, and all directors, members, managers, directors, shareholders, officers, employees and attorneys or agents of any of the foregoing (collectively called the each an “IndemniteesIndemnified Party”) ), forthwith on demand, from and against any and all damages, losses, damagesclaims, liabilities, obligations, penalties, fees, reasonable liabilities and documented out-of-pocket related costs and expenses (includingincluding all filing fees), without limitationincluding reasonable attorneys’, reasonable consultants’ and documented out-of-pocket costs accountants’ fees and expenses disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 4.3 (all of (ithe foregoing being collectively referred to as “Indemnified Amounts”) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) awarded against or incurred by such Indemniteesany of them arising out of, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with the Transaction Documents, any of the following: transactions contemplated thereby, or the ownership, maintenance or funding, directly or indirectly, of the Asset Interest (ior 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 negotiation, preparation, execution actions or performance or enforcement inactions of this AgreementSeller, any other Loan Document Originator, Servicer, CHS, Performance Guarantor or of any other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent’s or any Lender’s furnishing of funds party to the Borrower under this Agreement or the other Loan Documents, including, without limitation, the management of any such Loans or the Borrower’s use of the proceeds thereof, (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (v) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”)Transaction Document; provided, however, that notwithstanding anything to the Loan Parties contrary in this Article XII, in all events there shall not have be excluded from the foregoing indemnification any obligation damages, claims, losses, costs, expenses, liabilities or other Indemnified Amounts to any Indemnitee under this subsection the extent resulting from (ax) for any Indemnified Matter caused by the gross negligence or willful misconduct of such Indemnitee (an Indemnified Party as determined by in a final non-appealable judgment of by a court of competent jurisdictionjurisdiction or (y) that do not involve the failure of an act Account Debtor or omission Obligor to pay any sum due under its Pool Assets by any Loan Party reason of the financial or any Subsidiary credit condition of such Account Debtor or Affiliate thereof. This Section 12.15(a) shall not apply Obligor (including the occurrence of an Insolvency Event with respect to Taxes 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 hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to or 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 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 Sale Agreement and the grant of a security interest to Administrative Agent pursuant to this Agreement and to Seller pursuant to the 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 their respective officers or 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 any Transaction Document or any Applicable Law (including with respect to any Pool Asset or Related Assets), or the 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 the Pool Assets (and all Related Assets) against all Persons (including any bankruptcy trustee or similar Person); (vi) 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 Asset whether at the time of any Purchase or Reinvestment or at any time thereafter; (vii) any dispute, claim, offset 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 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 such Account Debtor or Obligor, 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 Pool 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 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 that represent losses(other than Excluded Taxes) imposed upon any Indemnified Party or upon or with respect to the Pool Assets, damagesall interest and penalties thereon or with respect thereto, etc. 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 funds or the funds of any other Person; (xv) any failure by Seller, CHS, any Originator, Performance 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, Seller, Servicer, 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 non-Tax claimsuch violation or breach.

General Indemnity. In addition The Borrower agrees to each Loan Party’s other Obligations under this Agreementindemnify, each Loan Party agrees to, jointly and severally, defend, protect, indemnify protect and hold harmless the Bank, and its assigns, directors, officers, employees, agents or representatives (each Agent and each Lender and all of their respective Related Parties (collectively called the “Indemnitees”an "Indemnified Party") from and against any and all losses, damages, injuries, liabilities, claims, suits, obligations, penalties, feesactions, reasonable judgments, costs, interest and documented out-of-pocket costs demands of any kind or nature whatsoever (all the foregoing losses, damages etc. are the "indemnified liabilities"), and expenses in connection therewith (including, without limitation, the reasonable fees and documented out-of-pocket disbursements of counsel for such Indemnified Party in connection with any investigative, administrative or judicial proceeding, whether or not such Indemnified Party shall be designated a party thereto, and the expenses of investigation by engineers, environmental consultants and similar technical personnel; provided, that Borrower shall not be liable for the fees, costs and expenses of more than one separate counsel (i) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) incurred by such Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, unless additional counsels are reasonably necessary as a result of or arising from or relating to or a conflict between the Indemnified Parties) at the same time for all Indemnified Parties indemnified hereunder in connection with the same action and any separate but substantially similar or related action in the same jurisdiction) arising out of, in connection with, or as the result of the following: (i) any claim for personal injury or property damage arising from the negotiationmanufacture, preparationconstruction, execution purchase, acceptance, rejection, operation, use, modification, maintenance, registration, condition, possession, storage or repossession of the Collateral, or any claim relating to any laws, rules or regulations, (including, without limitation, environmental control, noise and pollution laws, rules or regulations), (ii) the entering into or performance or enforcement of this Agreement, any other Loan Document or of any other document executed in connection with the transactions contemplated by this AgreementNote, (ii) any Agent’s or any Lender’s furnishing of funds to the Borrower under this Agreement or Security Instruments and the other Loan Documents, including, without limitation, the management of any such Loans or the Borrower’s use of the proceeds thereof, (iii) the Agents and the Lenders relying on enforcement of any instructions of the Borrower rights thereunder or the handling of the Collateral as herein provided, (iv) the retention by the Bank of a security interest in the Collateral, and in each case arising during the period of any matter relating to operation, use, delivery, rejection, storage or repossession of the financing transactions contemplated by this Agreement Aircraft while a security interest therein remains in the Bank or during the other Loan Documents or by any document executed in connection with exercise of the transactions contemplated by this Agreement or the other Loan Documents, or (v) any claim, litigation, investigation or proceeding relating remedies of Bank pursuant to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”)provisions of this Agreement; provided, however, that the Loan Parties Borrower shall not have any no obligation to so indemnify any Indemnitee under this subsection (a) Indemnified Party for any Indemnified Matter caused by indemnified liabilities arising solely from the willful misconduct or gross negligence or willful misconduct of such Indemnitee (as determined by a final non-appealable judgment Indemnified Party. The foregoing indemnity shall survive the termination of a court this Agreement, the Note and the Security Instruments and payment in full of competent jurisdiction) that do not involve an act or omission by any Loan Party or any Subsidiary or Affiliate thereof. This Section 12.15(a) shall not apply with respect to Taxes other than any Taxes that represent losses, damages, etc. arising from any non-Tax claimthe Obligations.

General Indemnity. In addition to each Loan Party’s 's other Obligations under this Agreement, each Loan Party agrees to, jointly and severally, defend, protect, indemnify and hold harmless the Agent, each Agent and each Lender Lender, and all of their respective Related Parties assignees, affiliates, directors, officers, members, employees and agents (each an "Indemnitee" and collectively called the “"Indemnitees”") from and against any and all losses, claims, damages, liabilities, obligations, penalties, fees, reasonable and documented out-of-pocket penalties or other costs and expenses (includingincluding without limitation reasonable attorney's fees, without limitation, reasonable and documented out-of-pocket costs and expenses of (iexpenses) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) which are incurred by such Indemnitees, an Indemnitee or to which an Indemnitee may become subject whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or of any other document executed in connection with the transactions contemplated by this Agreement, (ii) any the Agent’s 's or any Lender’s 's furnishing of funds to the Borrower under this Agreement or the other Loan Documents, including, without limitation, the management of any such Loans or the Borrower’s use of the proceeds thereofLoan, (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing Loan transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (viv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “"Indemnified Matters”"); provided, however, that the Loan Parties shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter caused by the gross negligence or willful misconduct of such Indemnitee (Indemnitee, as determined by a final non-appealable judgment of a court of competent jurisdiction) that do not involve an act or omission by any Loan Party or any Subsidiary or Affiliate thereof. This Section 12.15(a) shall not apply with respect to Taxes other than any Taxes that represent losses, damages, etc. arising from any non-Tax claim.

General Indemnity. In addition to each Loan Partythe Borrower’s other Obligations under this Agreement, each Loan Party the Borrower agrees to, jointly and severally, to defend, protect, indemnify and hold harmless harmless, each Agent Lender, the Administrative Agent, the Collateral Agent, and each Lender and all of their affiliates and each of the respective officers, directors, members, partners, employees, agents, advisors, attorneys and representatives of each, in its capacity as such, including without limitation all Lender-Related Parties Persons and Agent-Related Persons (collectively called the each, an “IndemniteesIndemnified Party”) ), from and against any and all lossesclaims, damages, losses, liabilities, obligations, penalties, fees, reasonable and documented out-of-pocket costs and expenses (including, without limitation, reasonable fees and documented out-of-pocket costs and expenses disbursements of (i) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (andcounsel), in the event of a conflictjoint or several, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) that may be incurred by such Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect asserted or consequential, as a result of or arising from or relating to or in connection with awarded against any of the following: Indemnified Party (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or of any other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent’s or any Lender’s furnishing of funds to the Borrower under this Agreement or the other Loan Documents, including, without limitation, in connection with or relating to any investigation, litigation or proceeding or the management preparation of any such Loans defense in connection therewith), in each case arising out of or the Borrower’s use by reason of the proceeds thereofFacility, (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with of the transactions contemplated by this Agreement hereby or the other Loan Documentsthereby, or (v) any claim, litigation, investigation actual or proceeding relating to any proposed use of the foregoing, whether or not any Indemnitee is a party thereto proceeds of the Facility (collectively, the “Indemnified Matters”); provided, howeverexcept to the extent such claim, that the Loan Parties shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter caused by the gross negligence damage, loss, liability or willful misconduct of such Indemnitee (as determined by expense is found in a final non-appealable judgment of by a court of competent jurisdiction) that do 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 involve such investigation, litigation or proceeding is brought by the Borrower or any Guarantor, any of their respective directors, security holders or creditors, an act or omission by any Loan Indemnified Party or any Subsidiary other person, or Affiliate thereofan 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 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 Indemnified Party. This Section 12.15(a) Indemnity shall not apply with respect to Taxes other than any Taxes that represent lossessurvive the repayment of the Obligations, damages, etc. arising from any non-Tax claimthe termination of the Total Commitment and the discharge of the Liens granted under the Loan Documents.

General Indemnity. In addition to Obligors shall indemnify each Loan Party’s other Obligations under this AgreementIndemnitee (and any sub agent of Agent) against, each Loan Party agrees to, jointly and severally, defend, protect, indemnify and hold each Indemnitee harmless each Agent and each Lender and all of their respective Related Parties (collectively called the “Indemnitees”) from and against from, any and all losses, claims, damages, liabilities, obligations, penalties, liabilities and related expenses (including the fees, reasonable charges and documented out-disbursements of one outside counsel for Agent (plus one local counsel for Agent in each jurisdiction of formation or organization of any Obligor or where any such Obligor’s assets are located), and one outside counsel retained by Lenders or any steering committee or similar group acting on behalf of Lenders as a group (and such additional counsel as Agent, any Lender, any group of Lenders or any such steering committee determines in good faith are necessary in light of actual or potential conflicts of interest or the availability of different claims or defenses)) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Borrower or any other Obligor arising out of-pocket costs and expenses , in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby or thereby (including, without limitation, reasonable and documented out-of-pocket costs and expenses the Indemnitee’s reliance on any Communication executed using an Electronic Signature or in the form of (i) one outside counsel and one local counsel to an Electronic Record), the Agents and performance by the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to parties hereto of their respective obligations hereunder or thereunder, the other Indemnitees (taken as a whole) in each relevant jurisdiction (andconsummation of the transactions contemplated hereby or thereby, or, in the event case of a conflictAgent Indemnitees only, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) incurred by such Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the following: (i) the negotiation, preparation, execution or performance or enforcement administration of this Agreement, any Agreement and the other Loan Document or of any other document executed in connection with the transactions contemplated by this AgreementCredit Documents, (ii) any Agent’s Loan or any Lender’s furnishing Letter of funds to the Borrower under this Agreement Credit or the other Loan Documents, including, without limitation, the management of any such Loans use or the Borrower’s proposed use of the proceeds thereoftherefrom (including any refusal by Issuing Bank to honor a demand for payment under any Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of the Letter of Credit), (iii) the Agents and the Lenders relying any actual or alleged presence or release of Hazardous Materials on or from any instructions of the Borrower property owned or the handling of the Collateral as herein providedoperated by any Obligor, or any Environmental Liability related in any way to any Obligor, or (iv) any matter relating to the financing transactions contemplated by this Agreement actual or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (v) any prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or not any other theory, whether brought by a third party or by any Borrower or any other Obligor, and regardless of whether any Indemnitee is a party thereto (collectivelythereto, in all cases, whether or not caused by or arising, in whole or in part, out of the “Indemnified Matters”)comparative, contributory or sole negligence of the IndemniteeIN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; providedprovided that such indemnity shall not, however, that the Loan Parties shall not have any obligation as to any Indemnitee under this subsection Indemnitee, (aA) for any Indemnified Matter caused be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by a Borrower or any other Obligor against an Indemnitee (for material breach or breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Document, if such Borrower or such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a final non-appealable judgment of a court of competent jurisdiction, or (z) result from disputes solely between or among Indemnitees that do not involve an or arise out of any act or omission by of any Loan Party of the Obligors or their Affiliates (other than any Subsidiary claims against an Indemnitee in its capacity as Agent, Arranger, Issuing Bank or Affiliate thereofsimilar role under any Credit Document, including such Indemnitee’s Affiliates, officers, directors, employees or other representatives acting in such capacity); or (B) include any allocated costs of internal counsel for any such Indemnitee. This Section 12.15(a) 13.2 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. The liability for Taxes (including Other Taxes incurred as a result of the execution, delivery, issuance or recording of any Credit Documents or the creation or repayment of any Obligations) shall be determined in accordance with the provisions of Sections 5.8 and 5.9.

General Indemnity. In addition Without limiting any other rights which any such Person may have hereunder or under applicable Law, the Seller agree to each Loan Party’s other Obligations under this Agreement, each Loan Party agrees to, jointly and severally, defend, protect, indemnify and hold harmless the Collateral Agent, the Administrative Agent, each Agent and Purchaser, each Lender and all Purchaser Agent, each other Affected Party, each of their respective Related Parties Affiliates, and all members, managers, directors, shareholders, officers, employees, and attorneys, or agents of any of the foregoing (collectively called the each an “IndemniteesIndemnified Party”) ), forthwith on demand, from and against any and all damages, losses, damagesclaims, liabilities, obligationsand related costs and expenses, penalties, fees, including reasonable and documented out-of-pocket costs attorneys’ fees and expenses disbursements (including, without limitation, reasonable and documented out-of-pocket costs and expenses of (i) one outside counsel and one local counsel subject to the Agents limitations in respect of attorneys’ fees and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, disbursements set forth in the event of a conflict, between any relevant Secured Parties, conflicts counsel proviso to Section 13.6) but excluding Taxes (indemnification for each set of similarly situated Secured Partieswhich shall be governed by Section 3.3(e)) (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by such Indemniteesany of them arising out of, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or of any other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent’s or any Lender’s furnishing of funds to the Borrower under this Agreement or the other Loan Transaction Documents, including, without limitation, the management any of any such Loans or the Borrower’s use of the proceeds thereof, (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement hereby or thereby, or the other Loan Documentsownership, maintenance or funding, directly or indirectly, of the Pool Receivables or Related Assets (vor any portion thereof) any claim, litigation, investigation or proceeding otherwise arising out of or relating to or resulting from the actions or inactions of any ADT Entity, the Servicer or any of the foregoingtheir respective Affiliates, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”); provided, however, that notwithstanding anything to the Loan Parties shall not have any obligation contrary in this Article XII, SK 28677 0004 8417431 v39 excluding Indemnified Amounts solely to any Indemnitee under this subsection (a) for any Indemnified Matter caused by the extent resulting from the fraud, bad faith, gross negligence or willful misconduct on the part of such Indemnitee (Indemnified Party as determined by a final non-appealable judgment of by a court of competent jurisdiction. Without limiting the generality of the foregoing but subject to the express limitations set forth in this Section 12.1, the Seller shall indemnify and hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to, or resulting from: (i) that do not involve an act the transfer by the Seller of any interest in any Pool Receivable or omission Related Asset; (ii) any representation or warranty made by the Seller under or in connection with any Loan Party Transaction Document, any Purchase Request, any Information Package, or any Subsidiary other information or Affiliate thereof. This Section 12.15(areport delivered by or on behalf of the Seller pursuant hereto, which shall have been untrue, false, or incorrect when made or deemed made; (iii) shall not apply the failure of the Seller to comply with the terms of 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 of an enforceable perfected ownership interest, or 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 Taxes any Pool Receivable whether at the time of any Purchase or at any time thereafter; (vi) any suit or claim related to the Pool Receivables 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 Receivable); (vii) failure by the Seller 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 Seller to timely collect and remit 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; (xi) any failure of the Seller, or ADT to assign any Pool Receivable or Related Asset as contemplated under the Transaction Documents; or the violation or breach by any ADT Entity of any confidentiality provision, or of any similar covenant of non-disclosure, with 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 any Omnibus Account, Collection Account, Lock-box, Lock-box Account, Collections, Receivable, Service Charge Receivable, or any related Contract or any portion or proceeds thereof, including, without limitation, as a result of any portion of any such Omnibus Account, Collection Account, Lock-box, Lock-box Account, Collections, Receivable, Service Charge 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 the Obligor) of the Obligor to the payment of any Taxes that represent lossesPool Receivable in, damagesor purporting to be in, etc. the Receivables 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 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 or relating to collection activities with respect to such Pool Receivable; (xv) any investigation, litigation or proceeding related to any Transaction Document or the use of proceeds, of Purchases 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 non-Tax claim.activity by the Seller or any Affiliate of the Seller in servicing, 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 Obligor in 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 otherwise from any legal action, suit or proceeding. SK 28677 0004 8417431 v39

General Indemnity. The Company and each Guarantor hereby each indemnifies the Lenders and the Agent and holds them harmless from any liability, loss or damage resulting from the violation by the Company of Section 2.4. In addition to addition, the Company hereby indemnifies each Loan Party’s other Obligations under this AgreementLender, the Agent, the Syndication Agent, each Loan Party agrees toof the Lenders' or the Agent's or the Syndication Agent's directors, jointly officers, employees, agents, attorneys, accountants, consultants and severallyeach Person, defendif any, protectwho controls any Lender or the Agent (each Lender, indemnify and hold harmless each the Agent and each Lender of such directors, officers, employees, agents, attorneys, accountants, consultants and all control Persons is referred to as an "Indemnified Party") and holds each of their respective Related Parties (collectively called the “Indemnitees”) them harmless from and against any and all lossesclaims, damages, liabilities, obligations, penalties, fees, liabilities and reasonable and documented out-of-pocket costs and expenses (including, without limitation, including reasonable fees and documented out-of-pocket costs disbursements of counsel with whom any Indemnified Party may consult in connection therewith and all reasonable expenses of (ilitigation or preparation therefor) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (andwhich any Indemnified Party may incur or which may be asserted against any Indemnified Party relating to, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) incurred by such Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result arising out of or arising from by reason of this Agreement or relating to or any other Credit Document in connection with (a) the Indemnified Party's compliance with or contest of any 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 following: Company, any of its Subsidiaries or their Affiliates, or any officer, director or employee thereof, (ic) the negotiationexistence or exercise of any security rights with respect to the Credit Security in accordance with the Credit Documents, preparation, execution or performance or enforcement of (d) this Agreement, any other Loan Credit Document or of any other document executed in connection with the transactions transaction contemplated by this Agreement, (ii) any Agent’s hereby or any Lender’s furnishing of funds to the Borrower under this Agreement or the other Loan Documents, including, without limitation, the management of any such Loans or the Borrower’s use of the proceeds thereof, (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (v) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”)thereby; provided, however, that the Loan Parties foregoing indemnity shall not have any obligation apply (i) to any Indemnitee under this subsection (a) for any Indemnified Matter caused 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 is determined adversely to the Lenders or the Agent or the Syndication Agent in a final nonappealable judgment or (ii) to the extent such claims, damages, liabilities and expenses result from the Indemnified Party's own gross negligence or willful misconduct of such Indemnitee (as determined by a final non-appealable judgment of a court of competent jurisdiction) that do not involve an act or omission by any Loan Party or any Subsidiary or Affiliate thereofmisconduct. This Section 12.15(a) shall not apply with respect to Taxes other than any Taxes that represent losses, damages, etc. arising from any non-Tax claimTHE COMPANY EXPRESSLY ACKNOWLEDGES THAT IT MAY BE REQUIRED TO INDEMNIFY PERSONS AGAINST THEIR OWN NEGLIGENCE.

General Indemnity. In addition to each Loan the Companies' agreement to ------------------ reimburse CIT for Out-of-Pocket Expenses, but without duplication, the Companies hereby agree to indemnify CIT and its officers, directors, employees, attorneys and agents (each, an "Indemnified Party’s other Obligations under this Agreement") from, each Loan Party agrees to, jointly and severally, defend, protect, indemnify to defend and hold each Indemnified ------------------ Party harmless each Agent and each Lender and all of their respective Related Parties (collectively called the “Indemnitees”) from and against against, any and all losses, damages, liabilities, obligations, claims, actions, judgments, suits, damages, penalties, costs, fees, reasonable and documented out-of-pocket costs and expenses (includingincluding reasonable attorney's fees) of any kind or nature which at any time may be imposed on, without limitationincurred by, reasonable and documented out-of-pocket costs and expenses of or asserted against, any Indemnified Party: (ia) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) incurred by such Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of CIT's exercise of (or arising from or relating failure to or in connection with exercise) any of the following: (i) the negotiation, preparation, execution CIT's rights and remedies hereunder or performance or enforcement of this Agreement, any other Loan Document or of any other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent’s or any Lender’s furnishing of funds to the Borrower under this Agreement or the other Loan DocumentsDocument, including, without limitation, (i) any sale or transfer of the management Collateral, (ii) the preservation, repair, maintenance, preparation for sale or securing of any such Loans or the Borrower’s use of the proceeds thereofCollateral, and (iii) the Agents and defense of CIT's interests in the Lenders relying on Collateral (including the defense of claims brought by the Companies (or any instructions of them), as a debtor-in-possession or otherwise, any secured or unsecured creditors of the Borrower Companies (or the handling any of the Collateral them), or any trustee or receiver in bankruptcy); (b) as herein provideda result of any environmental pollution, (iv) any matter hazardous material or environmental clean-up relating to the financing transactions contemplated by this Agreement Real Estate, the Companies' operation and use of the Real Estate, and the Companies' off-site disposal practices; (c) arising from or relating to (i) the other Loan Documents maintenance and operation of any Depository Account, (ii) any Depository Account Control Agreements and (iii) any action taken (or failure to act) by any document executed Indemnified Party with respect thereto; (d) in connection with any regulatory investigation or proceeding by any regulatory authority or agency having jurisdiction over the Companies (or any of them); and (e) otherwise relating to or arising out of the transactions contemplated by this Financing Agreement or and the other Loan Documents, or any action taken (vor failure to act) by any claim, litigation, investigation or proceeding relating to Indemnified Party with respect thereto; provided that an Indemnified Party's conduct in connection with the any of the foregoing, whether or foregoing matters does not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”); provided, however, that the Loan Parties shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter caused by the constitute gross negligence or willful misconduct of such Indemnitee (misconduct, as finally determined by a final non-appealable judgment of a court of competent jurisdiction) that do not involve an act or omission by any Loan Party or any Subsidiary or Affiliate thereof. This Section 12.15(a) indemnification shall not apply survive the termination of this Financing Agreement and the payment and satisfaction of the Obligations. CIT may from time to time establish Availability Reserves with respect to Taxes other than any Taxes that represent lossesthis indemnity as CIT may deem advisable in the exercise of its reasonable business judgment, damagesand upon termination of this Financing Agreement, etc. arising from any non-Tax claimCIT may hold such reserves as cash reserves as security for this indemnity.

General Indemnity. The Borrowers shall indemnify the Lenders and the Agent and hold them harmless from any liability, loss or damage resulting from the violation by the Borrowers of Section 2.5 and from and against all losses, costs 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 any drawing or any overdue amount hereunder incurred by any Lender as a consequence of any Default or Event of Default or the repayment of any amount due hereunder other than at the expiration of an Interest Period. In addition to addition, the Borrowers shall indemnify each Loan Party’s other Obligations under this AgreementLender, the Agent, each Loan Party agrees toof the Lenders’ or the Agent’s directors, jointly officers and severallyemployees, defendand each Person, protectif any, indemnify and hold harmless who controls any Lender or the Agent (each Lender, the Agent and each Lender of such directors, officers, employees and all of their respective Related Parties (collectively called the control Persons is referred to as an “IndemniteesIndemnified Party”) and hold each of them harmless from and against any and all lossesclaims, damages, liabilities, obligations, penalties, fees, liabilities and reasonable and documented out-of-pocket costs and expenses (including, without limitation, including reasonable fees of and documented out-of-pocket costs disbursements to counsel with whom any Indemnified Party may consult in connection therewith and all reasonable expenses of (ilitigation or preparation therefor) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between which any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) incurred by such Indemnitees, whether prior to Indemnified Party may incur or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or which may be asserted against any Indemnified Party in connection with (a) the Indemnified Party’s compliance with or contest of any subpoena or other process issued against it in any proceeding involving any Borrower or any Subsidiary, or any of the following: their Affiliates, (ib) any litigation or investigation involving any Borrower, any Subsidiary or any of their Affiliates, or any officer, director or employee thereof, (c) the negotiationexistence or exercise of any security rights with respect to any collateral for the Credit Obligations in accordance with the Credit Documents, preparation, execution or performance or enforcement of (d) this Agreement, any other Loan Credit Document or of any other document executed in connection with transaction contemplated hereby or thereby, including the transactions contemplated by this Agreement, (ii) any Agent’s or any Lender’s furnishing of funds to the Borrower under this Agreement or the other Loan Documents, including, without limitation, the management of any such Loans or the Borrower’s use he application of the proceeds thereof, (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (v) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether Loans made hereunder or not of the payment or any Indemnitee is a party thereto (collectively, presentation under any of the “Indemnified Matters”)Letters of Credit issued hereunder; provided, however, that the Loan Parties foregoing indemnity shall not have any obligation apply to any Indemnitee under this subsection (a) for any Indemnified Matter caused litigation commenced by the Borrowers against the Lenders or the Agent which seeks enforcement of any of the rights of the Borrowers hereunder or under any other Credit Document and is determined adversely to the Lenders or the Agent in a final nonappealable judgment or to the extent such claims, damages, liabilities and expenses result from a Lender’s or the Agent’s gross negligence or willful misconduct of such Indemnitee (as determined by a final non-appealable judgment of a court of competent jurisdiction) that do not involve an act or omission by any Loan Party or any Subsidiary or Affiliate thereof. This Section 12.15(a) shall not apply with respect to Taxes other than any Taxes that represent losses, damages, etc. arising from any non-Tax claimmisconduct.

General Indemnity. The Borrowers shall indemnify the Lenders and the Agent and hold them harmless from any liability, loss or damage resulting from the violation by the Borrowers of Section 2.5 and from and against all losses, costs 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 any drawing or any overdue amount hereunder incurred by any Lender as a consequence of any Default or the repayment of any amount due hereunder other than at the expiration of an Interest Period. In addition to addition, the Borrowers shall indemnify each Loan Party’s other Obligations under this AgreementLender, the Agent, each Loan Party agrees toof the Lenders’ or the Agent’s directors, jointly officers and severallyemployees, defendand each Person, protectif any, indemnify and hold harmless who controls any Lender or the Agent (each Lender, the Agent and each Lender of such directors, officers, employees and all of their respective Related Parties (collectively called the control Persons is referred to as an “IndemniteesIndemnified Party”) and hold each of them harmless from and against any and all lossesclaims, damages, liabilities, obligations, penalties, fees, liabilities and reasonable and documented out-of-pocket costs and expenses (including, without limitation, including reasonable fees of and documented out-of-pocket costs disbursements to counsel with whom any Indemnified Party may consult in connection therewith and all reasonable expenses of (ilitigation or preparation therefor) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between which any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) incurred by such Indemnitees, whether prior to Indemnified Party may incur or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or which may be asserted against any Indemnified Party in connection with (a) the Indemnified Party’s compliance with or contest of any subpoena or other process issued against it in any proceeding involving any Borrower or any of the following: its Subsidiaries, or any of their Affiliates, (ib) any litigation or investigation involving any Borrower, any of its Subsidiaries or any of their Affiliates, or any officer, director or employee thereof, (c) the negotiationexistence or exercise of any security rights with respect to any collateral for the Credit Obligations in accordance with the Credit Documents, preparation, execution or performance or enforcement of (d) this Agreement, any other Loan Credit Document or of any other document executed in connection with the transactions transaction contemplated by this Agreement, (ii) any Agent’s hereby or any Lender’s furnishing of funds to the Borrower under this Agreement or the other Loan Documents, including, without limitation, the management of any such Loans or the Borrower’s use of the proceeds thereof, (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (v) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”)thereby; provided, however, that the Loan Parties foregoing indemnity shall not have any obligation apply to any Indemnitee under this subsection (a) for any Indemnified Matter caused litigation commenced by the Borrowers against the Lenders or the Agent which seeks enforcement of any of the rights of the Borrowers hereunder or under any other Credit Document and is determined adversely to the Lenders or the Agent in a final nonappealable judgment or to the extent such claims, damages, liabilities and expenses result from a Lender’s or the Agent’s gross negligence or willful misconduct of such Indemnitee (as determined by a final non-appealable judgment of a court of competent jurisdiction) that do not involve an act or omission by any Loan Party or any Subsidiary or Affiliate thereof. This Section 12.15(a) shall not apply with respect to Taxes other than any Taxes that represent losses, damages, etc. arising from any non-Tax claimmisconduct.

General Indemnity. In addition to each Loan Party’s other Obligations under this Agreement, each Loan Party agrees to, jointly and severally, defend, protect, indemnify and hold harmless each Agent and Agent, each Lender and the L/C Issuer and all of their respective Related Parties officers, directors, members, partners, employees, attorneys, consultants and agents (collectively called the “”Indemnitees”) from and against any and all losses, damages, liabilities, obligations, penalties, fees, reasonable and documented out-of-pocket costs and expenses (including, without limitation, reasonable and documented out-of-pocket attorneys’ fees, costs and expenses of (i) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)expenses) incurred by such Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or of any other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent’s or any Lender’s furnishing of funds to the Borrower Borrowers or the L/C Issuer’s issuing of Letter of Credit Accommodations for the account of the Borrowers under this Agreement or the other Loan Documents, including, without limitation, the management of any such Loans or the Borrower’s use Letter of the proceeds thereofCredit Obligations, (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (viv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “”Indemnified Matters”); provided, however, that the Loan Parties shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter (x) to any Indemnitee caused by the gross negligence or willful misconduct of such Indemnitee (Indemnitee, as determined by a final non-appealable judgment of a court of competent jurisdictionjurisdiction or (y) that do not involve an act to any Lender or omission by any Loan Party or any Subsidiary or Affiliate thereof. This Section 12.15(a) shall not apply with respect to Taxes other than any Taxes that represent losses, damages, etc. its Indemnitees arising directly from any non-Tax claimaction solely between or among the Lenders.

General Indemnity. In addition to Obligors shall indemnify each Loan Party’s other Obligations under this AgreementIndemnitee (and any sub agent of Agent) against, each Loan Party agrees to, jointly and severally, defend, protect, indemnify and hold each Indemnitee harmless each Agent and each Lender and all of their respective Related Parties (collectively called the “Indemnitees”) from and against from, any and all losses, claims, damages, liabilities, obligations, penalties, liabilities and related expenses (including the fees, reasonable charges and documented out-disbursements of one outside counsel for Agent (plus one local counsel for Agent in each jurisdiction of formation or organization of any Obligor), and one outside counsel retained by Lenders or any steering committee or similar group acting on behalf of Lenders as a group (and such additional counsel as Agent, any Lender, any group of Lenders or any such steering committee determines in good faith are necessary in light of actual or potential conflicts of interest or the availability of different claims or defenses)) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Borrower or any other Obligor arising out of-pocket costs and expenses (including, without limitationin connection with, reasonable and documented out-of-pocket costs and expenses or as a result of (i) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) incurred by such Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the following: (i) the negotiation, preparation, execution or performance or enforcement delivery of this Agreement, any other Loan Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of any other document executed in connection with their respective obligations hereunder or thereunder, the consummation of the transactions contemplated by hereby or thereby, or, in the case of Agent Indemnitees only, the administration of this AgreementAgreement and the other Credit Documents, (ii) any Agent’s Loan or any Lender’s furnishing Letter of funds to the Borrower under this Agreement Credit or the other Loan Documents, including, without limitation, the management of any such Loans use or the Borrower’s proposed use of the proceeds thereoftherefrom (including any refusal by Issuing Bank to honor a demand for payment under any Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of the Letter of Credit), (iii) the Agents and the Lenders relying any actual or alleged presence or release of Hazardous Materials on or from any instructions of the Borrower property owned or the handling of the Collateral as herein providedoperated by any Obligor, or any Environmental Liability related in any way to any Obligor, or (iv) any matter relating to the financing transactions contemplated by this Agreement actual or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (v) any prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or not any other theory, whether brought by a third party or by any Borrower or any other Obligor, and regardless of whether any Indemnitee is a party thereto (collectivelythereto, in all cases, whether or not caused by or arising, in whole or in part, out of the “Indemnified Matters”)comparative, contributory or sole negligence of the Indemnitee; providedprovided that such indemnity shall not, however, that the Loan Parties shall not have any obligation as to any Indemnitee under this subsection Indemnitee, (aA) for any Indemnified Matter caused be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by a Borrower or any other Obligor against an Indemnitee for material breach or breach in bad faith of such Indemnitee's obligations hereunder or under any other Credit Document, if such Borrower or such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a final non-appealable judgment of a court of competent jurisdictionjurisdiction or (B) that do not involve an act or omission by include any Loan Party or allocated costs of internal counsel for any Subsidiary or Affiliate thereofsuch Indemnitee. This Section 12.15(a) 13.2 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. The liability for Taxes (including Other Taxes incurred as a result of the execution, delivery, issuance or recording of any Credit Documents or the creation or repayment of any Obligations) shall be determined in accordance with the provisions of Sections 5.8 and 5.9.

General Indemnity. In addition to each Loan PartyObligor’s other Obligations under this AgreementIndenture, each Loan Party Obligor agrees to, jointly and severally, defend, protect, indemnify and hold harmless each the Trustee, the Collateral Agent and each Lender Holder and all of their respective Related Parties officers, directors, employees, attorneys, consultants and agents (collectively called the “Indemnitees”) from and against any and all losses, damages, liabilities, obligations, penalties, fees, reasonable and documented out-of-pocket costs and expenses (including, without limitation, reasonable and documented out-of-pocket attorneys’ fees, costs and expenses of (i) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)expenses) incurred by such Indemnitees, whether prior to or from and after the Effective Issue Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the following: (i) the negotiation, preparation, execution or performance or enforcement of this AgreementIndenture, any other Loan Note Document or of any other document executed in connection with the transactions contemplated by this AgreementIndenture, (ii) any the Trustee’s, the Collateral Agent’s or any LenderHolder’s furnishing of funds to the Borrower Issuers under this Agreement Indenture or the other Loan Note Documents, including, without limitation, the management of any such Loans or the Borrower’s use of the proceeds thereof, (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement Indenture or the other Loan Note Documents or by any document executed in connection with the transactions contemplated by this Agreement Indenture or the other Loan Note Documents, or (viv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”); provided, however, that the Loan Parties Obligors shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter caused by the negligence, gross negligence or willful misconduct of such Indemnitee (Indemnitee, as determined by a final non-appealable judgment of a court of competent jurisdiction) that do not involve an act or omission by any Loan Party or any Subsidiary or Affiliate thereof. This Section 12.15(a) shall not apply with respect to Taxes other than any Taxes that represent losses, damages, etc. arising from any non-Tax claim.

General Indemnity. In addition Subject to each Loan Party’s other Obligations under this Agreementthe limitations contained in Sections 7.6.1 and 7.6.2, each Loan Party agrees toKenna Holdco and the Kenna Principals hereby agree, jointly and severally, defendto indemnify the Purchaser and its affiliates, stockholders, officers, directors, employees, agents, representatives and successors, permitted assignees of the Purchaser and their affiliates (individually, a "Purchaser Indemnified Party" and collectively, the "Purchaser Indemnified Parties") against, and to protect, indemnify save and hold keep harmless each Agent the Purchaser Indemnified Parties from, and each Lender to pay on behalf of or reimburse the Purchaser Indemnified Parties as and all of their respective Related Parties (collectively called the “Indemnitees”) from and against when incurred for, any and all liabilities (including liabilities for Taxes), obligations, losses, damages, liabilitiespenalties, obligationsdemands, claims, actions, suits, judgments, settlements, penalties, feesinterest, reasonable and documented out-of-pocket costs, expenses and disbursements (including reasonable costs of investigation, and expenses reasonable attorneys', accountants' and expert witnesses' fees) of whatever kind and nature (includingcollectively, without limitation"Losses"), reasonable and documented out-of-pocket costs and expenses of (i) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken that may be imposed on or incurred by any Purchaser Indemnified Party as a whole) in each relevant jurisdiction (andconsequence of, in the event connection with, incident to, resulting from or arising out of a conflict, between or in any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) incurred by such Indemnitees, whether prior way related to or from and after by virtue of: (a) any misrepresentation, inaccuracy or breach of any warranty or representation contained in Article III hereof or in any certificate delivered by Kenna Holdco or the Effective DateKenna Principals at the Closing or otherwise in connection herewith; (b) any action, whether directdemand, indirect proceeding, investigation or consequential, as a result claim by any third party (including any Governmental or Regulatory Authority) against or affecting any Purchaser Indemnified Party which may give rise to or evidence the existence of or arising from relate to a misrepresentation or relating to or in connection with breach of any of the following: representations and warranties of Kenna Holdco or the applicable Kenna Principals contained in Article III hereof or in any certificate delivered by Kenna Holdco or the applicable Kenna Principals at the Closing or otherwise in connection herewith; (ic) any breach or failure by Kenna Holdco or the negotiationapplicable Kenna Principals to comply with, preparationperform or discharge any obligation, execution agreement or performance covenant by Kenna Holdco or enforcement of the Kenna Principals contained in this Agreement, any other Loan Document ; or of any other document executed in connection with the transactions contemplated by this Agreement, (iid) any Agent’s liability or obligation or any Lender’s furnishing assertion against any Purchaser Indemnified Party, arising out of funds or relating, directly or indirectly, to any Excluded Asset or any Retained Liability (as such terms are defined in the Conveyance Documents) or other liability arising, in whole or in part, out of the conduct of the business of Cap C LP or any of its subsidiaries or successors, if any, prior to the Borrower under this Agreement or Closing except for the other Loan Documents, including, without limitation, the management of any such Loans or the Borrower’s use of the proceeds thereof, (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (v) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”); provided, however, that the Loan Parties shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter caused by the gross negligence or willful misconduct of such Indemnitee Assumed Liabilities (as determined by a final non-appealable judgment of a court of competent jurisdiction) that do not involve an act or omission by any Loan Party or any Subsidiary or Affiliate thereof. This Section 12.15(a) shall not apply with respect to Taxes other than any Taxes that represent losses, damages, etc. arising from any non-Tax claimsuch term is defined in the Conveyance Documents).

General Indemnity. In addition to each Loan Party’s the Borrower's other Obligations under this Agreement, each Loan Party the Borrower agrees to, jointly and severally, defend, protect, indemnify and hold harmless each Agent and Agent, each Lender and the L/C Issuer and all of their respective Related Parties officers, directors, employees, attorneys, consultants and agents (collectively called the “"Indemnitees”") from and against any and all losses, damages, liabilities, obligations, penalties, fees, reasonable and documented out-of-pocket costs and expenses (including, without limitation, reasonable and documented out-of-pocket attorneys' fees, costs and expenses of (i) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)expenses) incurred by such Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or of any other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent’s 's or any Lender’s 's furnishing of funds to the Borrower or the L/C Issuer's issuing of Letters of Credit for the account of the Borrower under this Agreement or the other Loan Documents, including, without limitation, the management of any such Loans Loans, the Reimbursement Obligations or the Borrower’s use Letter of the proceeds thereofCredit Obligations, (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (viv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “"Indemnified Matters”"); provided, however, that the Loan Parties Borrower shall not have any obligation to any Indemnitee under this subsection (aSection 12.15(a) for any Indemnified Matter caused by or attributable to the gross negligence or willful misconduct of such Indemnitee (Indemnitee, as determined by a final non-appealable judgment of a court of competent jurisdiction) that do not involve an act or omission by any Loan Party or any Subsidiary or Affiliate thereof. This Section 12.15(a) shall not apply with respect to Taxes other than any Taxes that represent losses, damages, etc. arising from any non-Tax claim.

General Indemnity. In addition Deepwater hereby agrees to each Loan Party’s other Obligations under this Agreementindemnify, ----------------- on an After-Tax Basis, each Loan Party agrees toof the Trustees (in their trust and individual capacities, jointly respectively), the Investment Trust, the Certificate Purchasers, the Depository, the Agents (in their agent and severallyindividual capacities), defend, protect, indemnify the Hedging Agreement Counterparties (if any) and hold harmless each Agent and each Lender and all of their respective Related Parties officers, directors, employees, agents and Affiliates (collectively called each an "Indemnified Party" and, collectively, ----------------- the “Indemnitees”"Indemnified Parties") from and against any and all lossesclaims, damages, losses, ------------------- liabilities, obligationsdemands, suits, judgments, causes of action, legal proceedings, whether civil or criminal, penalties, feesfines and other sanctions, and any reasonable and documented out-of-pocket costs and expenses (including, without limitation, reasonable and documented out-of-pocket costs and expenses of (i) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) incurred by such Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the following: foregoing (i"Claims"), which may be asserted against such Indemnified Party ------ arising out of: (a) the negotiationcondition, preparationownership, execution construction, purchase, delivery, nondelivery, subcharter, charter, acceptance, rejection, possession, return, abandonment, disposition, use or performance operation of the Drillship; (b) any defect in the Drillship arising from the material or enforcement any articles used therein or from the design, testing, or use thereof or from any maintenance, service, repair, overhaul or testing of this Agreementthe Drillship; (c) any failure by Deepwater or either Member to perform or observe any covenant, condition or agreement contained in any other Loan Document of the Transaction Documents, or the falsity of any other document executed in connection with of Deepwater's or either Member's representations and warranties; (d) the transactions contemplated by this Agreement, the Transaction Documents; (iie) any Agent’s Environmental Claims arising from or any Lender’s furnishing of funds to the Borrower under this Agreement or the other Loan Documents, including, without limitation, the management of any such Loans or the Borrower’s use of the proceeds thereof, (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated construction, use, operation, ownership, maintenance, chartering or return of the Drillship; (f) the exercise by this Agreement such Indemnified Party of remedies in the event of a default under the Transaction Documents and the enforcement of any security or the other Loan Documents rights with respect thereto; (g) any violation of Applicable Law by Deepwater or by any document executed in connection a Member with respect to the transactions contemplated by this Agreement or the other Loan Transaction Documents, or ; (vh) any claim, litigation, investigation Liens which Deepwater or proceeding relating any Member is required to remove; or (i) any obligation asserted to be owed by the Indemnified Party under any Assigned Contract as a result of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”); provided, however, that the Loan Parties shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter caused by the gross negligence or willful misconduct assignment of such Indemnitee (as determined by a final non-appealable judgment of a court of competent jurisdiction) that do not involve an act or omission by any Loan Party or any Subsidiary or Affiliate thereof. This Section 12.15(a) shall not apply with respect Assigned Contract pursuant to Taxes other than any Taxes that represent losses, damages, etc. arising from any non-Tax claimthe Deepwater Assignment.

General Indemnity. In addition to each Loan Party’s other Obligations under this Agreementthe payment of expenses pursuant to SECTION 13.1, whether or not the transactions contemplated hereby shall be consummated, the Company hereby indemnifies, exonerates and holds the Agent, the Agent-Related Parties, each Loan Party agrees to, jointly and severally, defend, protect, indemnify and hold harmless each Agent Bank and each Lender other holder of a Note, and all each of their respective Related Parties its officers, directors, employees and agents (collectively called collectively, the “Indemnitees”"INDEMNIFIED PARTIES") free and harmless from and against any and all actions, causes of action, suits, costs, liabilities, losses, damages, liabilitiesinjuries, obligations, penalties, fees, reasonable expenses and documented out-of-pocket costs claims of any and expenses every kind whatsoever (including, without limitation, reasonable and documented out-of-pocket court costs and expenses Attorneys' Fees and disbursements of (i) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) incurred by such Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or any Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not any of the following: such Indemnified Parties shall be designated a party thereto) that may be imposed on, incurred by, or asserted against any Indemnified Party, in any manner relating to or arising out of (ia) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or any other agreements executed and delivered by the 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 other document executed in connection with the transactions contemplated by this AgreementCredit Extension, (iic) any Agent’s or any Lender’s furnishing the entering into and performance of funds to the Borrower under this Agreement or the and any other Loan Documents, including, without limitation, the management of any such Loans or the Borrower’s use of the proceeds thereof, (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated Document by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (v) any claim, litigation, investigation or proceeding relating to any of the foregoingIndemnified Parties (excluding any successful action brought by or on 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 any Indemnitee the Agent or a Bank is a party thereto (collectively, the “Indemnified Matters”"INDEMNIFIED LIABILITIES"); provided, however, provided that the Loan Parties Company shall not have any no obligation to any Indemnitee under this subsection (a) for any an Indemnified Matter caused by Party hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful wilful misconduct of such Indemnitee (as determined 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 law or public policy, the Company shall contribute the maximum portion that it is permitted to pay under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by a final non-appealable judgment of a court of competent jurisdiction) that do not involve an act or omission by any Loan Party the Indemnified Parties or any Subsidiary or Affiliate thereof. This Section 12.15(a) shall not apply with respect to Taxes other than any Taxes that represent losses, damages, etc. arising from any non-Tax claimof them.

General Indemnity. In addition Without limiting any other rights which any such Person may have hereunder or under Applicable Law, but subject to each Loan Party’s other Obligations under this AgreementSections 12.1(b) and 13.5, each Loan Party Seller agrees to, jointly and severally, defend, protect, to indemnify and hold harmless Administrative Agent, each Agent 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 Lender and all of their respective Related Parties Affiliates, and all directors, members, managers, directors, shareholders, officers, employees and attorneys or agents of any of the foregoing (collectively called the each an “IndemniteesIndemnified Party”) ), forthwith on demand, from and against any and all damages, losses, damagesclaims, liabilities, obligations, penalties, fees, reasonable liabilities and documented out-of-pocket related costs and expenses (includingincluding all filing fees), without limitationincluding reasonable attorneys’, reasonable consultants’ and documented out-of-pocket costs accountants’ fees and expenses disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 4.3 (all of (ithe foregoing being collectively referred to as “Indemnified Amounts”) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) awarded against or incurred by such Indemniteesany of them arising out of, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with the Transaction Documents, any of the following: transactions contemplated thereby, or the ownership, maintenance or funding, directly or indirectly, of the Asset Interest (ior 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 negotiation, preparation, execution actions or performance or enforcement inactions of this AgreementSeller, any other Loan Document Originator, Servicer, CHS, Performance Guarantor or of any other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent’s or any Lender’s furnishing of funds party to the Borrower under this Agreement or the other Loan Documents, including, without limitation, the management of any such Loans or the Borrower’s use of the proceeds thereof, (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (v) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”)Transaction Document; provided, however, that notwithstanding anything to the Loan Parties contrary in this Article XII, in all events there shall not have be excluded from the foregoing indemnification any obligation damages, claims, losses, costs, expenses, liabilities or other Indemnified Amounts to any Indemnitee under this subsection the extent resulting from (ax) for any Indemnified Matter caused by the gross negligence or willful misconduct of such Indemnitee (an Indemnified Party as determined by in a final non-appealable judgment of by a court of competent jurisdictionjurisdiction or (y) that do not involve the failure of an act Account Debtor or omission Obligor to pay any sum due under its Pool Assets by any Loan Party reason of the financial or any Subsidiary credit condition of such Account Debtor or Affiliate thereof. This Section 12.15(a) shall not apply Obligor (including the occurrence of an Insolvency Event with respect to Taxes 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 hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to or 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 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 Sale Agreement and the grant of a security interest to Administrative Agent pursuant to this Agreement and to Seller pursuant to the 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 their respective officers or 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 any Transaction Document or any Applicable Law (including with respect to any Pool Asset or Related Assets), or the 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 the Pool Assets (and all Related Assets) against all Persons (including any bankruptcy trustee or similar Person); (vi) 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 Asset whether at the time of any Purchase or Reinvestment or at any time thereafter; (vii) any dispute, claim, offset 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 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 such Account Debtor or Obligor, 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 Pool 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 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 that represent losses(other than Excluded Taxes) imposed upon any Indemnified Party or upon or with respect to the Pool Assets, damagesall interest and penalties thereon or with respect thereto, etc. 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 funds or the funds of any other Person; (xv) any failure by Seller, CHS, any Originator, Performance 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, Seller, Servicer, 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 nonsuch violation or breach; or (xviii) any civil penalty or fine assessed by OFAC or any other Governmental Authority administering any Anti-Tax claimTerrorism Law, Anti-Corruption Law or Sanctions, and all reasonable costs and expenses (including reasonable documented legal fees and disbursements) incurred in connection with defense thereof by, any Indemnified Party in connection with the Transaction Documents as a result of any action of Seller, CHS, any Originator, Performance Guarantor or any of their respective Affiliates.

General Indemnity. In addition to each Loan Party’s 's other Obligations under this Agreement, each Loan Party agrees to, jointly and severally, defend, protect, indemnify and hold harmless each Agent and Agent, each Lender and the L/C Issuer and all of their respective Related Parties officers, directors, members, partners, employees, attorneys, consultants and agents (collectively called the “"Indemnitees”") from and against any and all losses, damages, liabilities, obligations, penalties, fees, reasonable and documented out-of-pocket costs and expenses (including, without limitation, reasonable and documented out-of-pocket attorneys' fees, costs and expenses of (i) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)expenses) incurred by such Indemnitees, whether prior to or from and after the Interim Facility Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or of any other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent’s 's or any Lender’s 's furnishing of funds to the Borrower or the L/C Issuer's issuing of Letter of Credit Accommodations for the account of the Borrower under this Agreement or the other Loan Documents, including, without limitation, the management of any such Loans or the Borrower’s use Letter of the proceeds thereofCredit Obligations, (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (viv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “"Indemnified Matters”"); provided, however, that the Loan Parties shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter (x) to any Indemnitee caused by the gross negligence or willful misconduct of such Indemnitee (Indemnitee, as determined by a final non-appealable judgment of a court of competent jurisdictionjurisdiction or (y) that do not involve an act to any Lender or omission by any Loan Party or any Subsidiary or Affiliate thereof. This Section 12.15(a) shall not apply with respect to Taxes other than any Taxes that represent losses, damages, etc. its Indemnitees arising directly from any non-Tax claimaction solely between or among the Lenders.

General Indemnity. In addition Without limiting any other rights which any such Person may have hereunder or under applicable Law, but subject to each Loan Party’s other Obligations under this AgreementSections 12.1(b) and 13.5, each Loan Party Seller hereby agrees to, jointly and severally, defend, protect, to indemnify and hold harmless each Agent and of Agent, each Lender and all Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each LOC Issuer, each other Affected Party, each of their respective Related Parties Affiliates, and all successors, transferees, participants and assigns and all officers, members, managers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (collectively called the each an “IndemniteesIndemnified Party”) ), forthwith on demand, from and against any and all damages, losses, damagesclaims, liabilities, obligations, penalties, fees, liabilities and related reasonable and documented out-of-pocket costs and expenses (includingincluding all filing fees), without limitationincluding attorneys’, reasonable consultants’ and documented out-of-pocket costs accountants’ fees and expenses disbursements but excluding all Excluded Taxes (all of (ithe foregoing being collectively referred to as “Indemnified Amounts”) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) awarded against or incurred by such Indemniteesany of them arising out of, whether prior relating to or from and after in connection with the Effective DateTransaction Documents, whether directany Cash Collateral Account, indirect the transactions contemplated thereby (including the issuance of, or consequentialthe fronting for, as a result any Letter of Credit), or the ownership, maintenance or funding, directly or indirectly, of the Asset Interest (or any part thereof), the issuance of or drawing on any Letter of Credit, or in respect of or related to any Collateral including any Receivable or any Related Assets or otherwise arising from out of or relating to or in connection with the actions of Seller, Originator, Performance Guarantor, MPI, Servicer or any Affiliate of any of the following: (i) the negotiationthem, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or of any other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent’s or any Lender’s furnishing of funds to the Borrower under this Agreement or the other Loan Documents, including, without limitation, the management of any such Loans or the Borrower’s use of the proceeds thereof, (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (v) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”); provided, however, that notwithstanding anything to the Loan Parties contrary in this Article XII, Indemnified Amounts shall not have any obligation be excluded solely to any Indemnitee under this subsection the extent (ax) for any Indemnified Matter caused by as a result of the gross negligence or willful misconduct on the part of such Indemnitee (Indemnified Party as determined by a final non-appealable judgment of by a court of competent jurisdictionjurisdiction and (y) that do not involve an act or omission by any Loan Party or any Subsidiary or Affiliate thereof. This Section 12.15(a) shall not apply they constitute recourse with respect to Taxes a Pool Receivable by reason of the 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 this Section 12.1, and hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to or in connection with: (i) the transfer by Seller or Originator of any interest in any Pool Receivable other than the transfer of any Pool Receivable and Related Assets to Agent and any Purchaser pursuant to this Agreement, to Agent and to Seller pursuant to the Sale Agreement and the grant of a security interest to Agent pursuant to this Agreement and to Seller pursuant to the Sale Agreement; (ii) any representation or warranty made by Seller, Performance Guarantor, Originator or Servicer (or any of their respective officers or 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, Originator, MPI, Performance Guarantor or Servicer to comply with the terms of any Transaction Document or any applicable Law (including with respect to any Pool Receivable or Related Assets), or the nonconformity of any Pool Receivable or Related Assets with any such Law; (iv) the lack of an enforceable ownership interest, or a first priority perfected Lien, in the Pool Receivables (and all Related Security) against all Persons (including any bankruptcy trustee or similar Person); (v) any Dilution or Contractual Dilution; (vi) 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 as may be necessary from time to time to perfect the Seller’s or the Agent’s interest therein; (vii) any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Receivable in the Receivables Pool (including 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; (viii) any suit or claim related to the Pool Receivables 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 Receivable to the extent not covered pursuant to Section 13.5); (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 Security (including claims for patent, trademark, or copyright infringement and claims for injury to persons or property, liability principles, or otherwise, and claims of breach of warranty, whether express or implied); (x) the failure by Seller, Servicer, Performance Guarantor or Originator or any Affiliate thereof to notify any Obligor of the assignment pursuant to the terms hereof of any Pool Receivable to Agent for the benefit of Purchasers or the failure to require that payments (including any under the related insurance policies) be made directly to Agent for the benefit of Purchasers; (xi) failure by Seller, Originator, Performance Guarantor or Servicer to comply with the “bulk sales” or analogous Laws of any jurisdiction; (xii) any Taxes that represent losses(other than Excluded Taxes) imposed upon any Indemnified Party or upon or with respect to the Pool Receivables, damagesall interest and penalties thereon or with respect thereto, etc. and all costs and expenses related thereto or arising therefrom, including the fees and expenses of counsel in defending against the same, which Taxes or such amounts relating thereto arise by reason of the purchase or ownership, contribution or sale of any Pool Receivables (or of any interest therein) or Related Assets or any goods which secure any such Pool Receivables or Related Asset; (xiii) any loss arising, directly or indirectly, as a result of the imposition of sales or analogous taxes or the failure by Seller, 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, Originator, Performance Guarantor or Servicer relating to the Pool Receivables with any of their funds or the funds of any other Person; (xv) any failure by Seller, Originator, Performance Guarantor or Servicer to perform its duties or obligations in accordance with the provisions of the Transaction Documents; (xvi) the failure or delay to provide any Obligor with an invoice or other evidence of indebtedness; or (xvii) any inability of Originator or Seller to assign any Receivable or other Related Asset as contemplated under the Transaction Documents; or the violation or breach by Originator, Seller, Servicer, Performance Guarantor or any of their respective Affiliates of any confidentiality provision, or of any similar covenant of non-disclosure, with respect to any Contract, or any other Indemnified Amount with respect to or resulting from any non-Tax claimsuch violation or breach.

General Indemnity. In addition to each Loan Party’s other Obligations under this Agreement, each Loan Party agrees to, jointly and severally, defend, protect, indemnify and hold harmless each Agent and each Lender and all of their respective Related Parties (collectively called the “Indemnitees”) from and against any and all losses, damages, liabilities, obligations, penalties, fees, reasonable and documented out-of-pocket costs and expenses (including, without limitation, reasonable and documented out-of-pocket costs and expenses of (i) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)jurisdiction) incurred by such Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or of any other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent’s or any Lender’s furnishing of funds to the Borrower Borrowers under this Agreement or the other Loan Documents, including, without limitation, the management of any such Loans or the Borrower’s use of the proceeds thereofLoans, (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (viv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”); provided, however, that the Loan Parties shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter (x) caused by the gross negligence or willful misconduct of such Indemnitee (as determined by a final non-appealable judgment of a court of competent jurisdiction, or (y) arising from disputes solely among the Agents, the Lenders (other than the Affiliated Lenders) 160 #97889169v6 and their respective participants(other than disputes involving claims by or against the Administrative Agent or the Collateral Agent, in each case, in their respective capacities as such) that do not involve an act or omission by any Loan Party or any Subsidiary or Affiliate thereofthereof or (z) other than in the case of the Agents and their Related Parties, that has resulted from an intentional breach of such Indemnitee’s obligations under this Agreement as determined by a final non-appealable judgment of a court of competent jurisdiction. This Section 12.15(a) shall not apply with respect to Taxes other than any Taxes that represent losses, damages, etc. arising from any non-Tax claim.

General Indemnity. In addition Without limiting any other rights which any ----------------- such Person may have hereunder or under the other Transaction Documents or under applicable law, the Seller hereby agrees to indemnify each Loan of the Agent, the Purchaser, the Liquidity Banks, Sakura Japan, each of their respective Affiliates, successors, transferees, participants and assigns and all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each an "Indemnified Party’s "), 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 other Obligations Transaction Documents or the ownership or funding of the Purchaser's Interest (or any portion thereof) 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 the Agent, the Purchaser or such Indemnified Party or (b) recourse (except as otherwise specifically provided in this Agreement) for Defaulted Receivables. Without limiting the foregoing, the Seller shall indemnify each Indemnified Party for Indemnified Amounts arising out of or relating to: (i) the transfer by the Seller of any interest in any Receivable other than the transfer of the Purchaser's Interest to the Purchaser pursuant to this Agreement and the grant of a security interest to the Purchaser pursuant to Section 9.01; ------------ (ii) the breach of any representation or warranty made by the Seller (or any of its officers) under or in connection with this Agreement, each Loan Party agrees toany Periodic Report or Pay Out Statement or any other information or report delivered by the Seller or the Servicer pursuant hereto, jointly which shall have been false or incorrect in any material respect when made or deemed made; (iii) the failure by 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 severallymaintain vested in the Purchaser an undivided percentage ownership interest, defendto the extent of the Purchaser's Interest, protectin the Receivables in, indemnify or purporting to be in, the Receivables Pool, together with all Related Property, free and hold harmless each Agent clear of any Lien, other than a Lien arising solely as a result of an act of the Purchaser or the Agent, whether existing at the time of any Purchase or Reinvestment 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 Pool Receivables or Related Property, 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 each Lender 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 Seller or the 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 of their respective Related Parties (collectively called the “Indemnitees”) from and against any and all losses, damages, liabilities, obligations, penalties, fees, reasonable and documented out-of-pocket costs and expenses (includingexpenses, without limitation, including the reasonable and documented out-of-pocket costs fees and expenses of (i) one outside counsel and one local counsel to in defending against the Agents and same, which may arise by reason of the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to purchase or ownership of the Purchaser's Interest, any portion thereof or any other Indemnitees (taken as a whole) in each relevant jurisdiction (and, interest in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) incurred by such Indemnitees, whether prior to Pool Receivables or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to Related Property or in connection with any of the following: (i) the negotiation, preparation, execution goods or performance or enforcement of this Agreement, any other Loan Document or of any other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent’s or any Lender’s furnishing of funds to the Borrower under this Agreement or the other Loan Documents, including, without limitation, the management of services which secure any such Loans or the Borrower’s use of the proceeds thereof, (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (v) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”); provided, however, that the Loan Parties shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter caused by the gross negligence or willful misconduct of such Indemnitee (as determined by a final non-appealable judgment of a court of competent jurisdiction) that do not involve an act or omission by any Loan Party or any Subsidiary or Affiliate thereof. This Section 12.15(a) shall not apply with respect to Taxes other than any Taxes that represent losses, damages, etc. arising from any non-Tax claimPool Receivables.

General Indemnity. In addition to each Loan Party’s 's other Obligations under this Agreement, each Loan Party agrees to, jointly and severally, defend, protect, indemnify and hold harmless each Agent and Agent, each Lender and the L/C Issuer and all of their respective Related Parties officers, directors, employees, attorneys, consultants and agents (collectively called the “"Indemnitees”") from and against any and all losses, damages, liabilities, obligations, penalties, fees, reasonable and documented out-of-pocket costs and expenses (including, without limitation, reasonable and documented out-of-pocket attorneys' fees, costs and expenses of (i) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)expenses) incurred by such Indemnitees, whether prior to or from and after the Interim Facility Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or of any other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent’s 's or any Lender’s 's furnishing of funds to the Borrower Borrowers or the L/C Issuer's issuing of Letters of Credit for the account of the Borrowers under this Agreement or the other Loan Documents, including, without limitation, the management of any such Loans Loans, or the Borrower’s use Letter of the proceeds thereofCredit Obligations, (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (viv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “"Indemnified Matters”"); provided, however, that the Loan Parties shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter caused by the gross negligence or willful misconduct of such Indemnitee (Indemnitee, as determined by a final non-appealable judgment of a court of competent jurisdiction) that do not involve an act or omission by any Loan Party or any Subsidiary or Affiliate thereof. This Section 12.15(a) shall not apply with respect to Taxes other than any Taxes that represent losses, damages, etc. arising from any non-Tax claim.

General Indemnity. In addition to each Loan ----------------- Party’s 's other Obligations under this Agreement, each Loan Party agrees to, jointly and severally, defend, protect, indemnify and hold harmless each Agent and Agent, each Lender and the L/C Issuer and all of their respective Related Parties officers, directors, members, partners, employees, attorneys, consultants and agents (collectively called the “"Indemnitees”") from and against any and all losses, ----------- damages, liabilities, obligations, penalties, fees, reasonable and documented out-of-pocket costs and expenses (including, without limitation, reasonable and documented out-of-pocket attorneys' fees, costs and expenses of (i) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)expenses) incurred by such Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or of any other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent’s 's or any Lender’s 's furnishing of funds to the Borrower Borrowers or the L/C Issuer's issuing of Letter of Credit Accommodations for the account of the Borrowers under this Agreement or the other Loan Documents, including, without limitation, the management of any such Loans or the Borrower’s use Letter of the proceeds thereofCredit Obligations, (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (viv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “"Indemnified Matters”"); provided, however, that the Loan Parties shall not ------------------- -------- ------- have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter (x) to any Indemnitee caused by the gross negligence or willful misconduct of such Indemnitee (Indemnitee, as determined by a final non-appealable judgment of a court of competent jurisdictionjurisdiction or (y) that do not involve an act to any Lender or omission by any Loan Party or any Subsidiary or Affiliate thereof. This Section 12.15(a) shall not apply with respect to Taxes other than any Taxes that represent losses, damages, etc. its Indemnitees arising directly from any non-Tax claimaction solely between or among the Lenders.

General Indemnity. In addition Deepwater hereby agrees to each Loan Party’s other Obligations under this Agreementindemnify, on ----------------- an After-Tax Basis, each Loan Party agrees toof the Trustees (in their trust and individual capacities, jointly and severallyrespectively), defendthe Investment Trust, protecteach Affected Party, indemnify and hold harmless the Depository, each Agent (in its agent and each Lender individual capacities), the Hedging Agreement Counterparties (if any), Affiliates and all the permitted successors and assigns of the foregoing and their respective Related Parties officers, directors, employees, agents (collectively called each an "Indemnified Party" and, collectively, the “Indemnitees”"Indemnified ------------------ ----------- Parties") from and against any and all lossesclaims, damages, losses, liabilities, obligations------- demands, suits, judgments, causes of action, legal proceedings, whether civil or criminal, penalties, feesfines and other sanctions, and any reasonable and documented out-of-pocket costs and expenses (including, without limitation, reasonable and documented out-of-pocket costs and expenses of (i) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) incurred by such Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the following: foregoing (i"Claims"), which may be asserted against such Indemnified Party arising out of: (a) the negotiationcondition, preparationownership, execution construction, purchase, delivery, nondelivery, subcharter, charter, acceptance, rejection, possession, return, abandonment, disposition, use or performance operation of the Drillship; (b) any defect in the Drillship arising from the material or enforcement any articles used therein or from the design, testing, or use thereof or from any maintenance, service, repair, overhaul or testing of this Agreementthe Drillship; (c) any failure by Deepwater or either Member to perform or observe any covenant, condition or agreement contained in any other Loan Document of the Transaction Documents, or the falsity of any other document executed in connection with of Deepwater's or either Member's representations and warranties; (d) the transactions contemplated by this Agreement, the Transaction Documents; (iie) any Agent’s Environmental Claims arising from or any Lender’s furnishing of funds to the Borrower under this Agreement or the other Loan Documents, including, without limitation, the management of any such Loans or the Borrower’s use of the proceeds thereof, (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated construction, use, operation, ownership, maintenance, chartering or return of the Drillship; (f) the exercise by this Agreement such Indemnified Party of remedies in the event of a default under the Transaction Documents and the enforcement of any security or the other Loan Documents rights with respect thereto; (g) any violation of Applicable Law by Deepwater or by any document executed in connection a Member with respect to the transactions contemplated by this Agreement or the other Loan Transaction Documents, or ; (vh) any claim, litigation, investigation Liens which Deepwater or proceeding relating any Member is required to remove; or (i) any obligation asserted to be owed by the Indemnified Party under any Assigned Contract as a result of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”); provided, however, that the Loan Parties shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter caused by the gross negligence or willful misconduct assignment of such Indemnitee (as determined by a final non-appealable judgment of a court of competent jurisdiction) that do not involve an act or omission by any Loan Party or any Subsidiary or Affiliate thereof. This Section 12.15(a) shall not apply with respect Assigned Contract pursuant to Taxes other than any Taxes that represent losses, damages, etc. arising from any non-Tax claimthe Deepwater Assignment.

General Indemnity. In addition to each Loan the Companies’ agreement to reimburse the Agent for Out-of-Pocket Expenses, but without duplication, the Companies hereby agree to indemnify the Agent and its officers, directors, employees, attorneys and agents (each, an “Indemnified Party’s other Obligations under this Agreement”) from, each Loan Party agrees to, jointly and severally, defend, protect, indemnify to defend and hold each Indemnified Party harmless each Agent and each Lender and all of their respective Related Parties (collectively called the “Indemnitees”) from and against against, any and all losses, damages, liabilities, obligations, claims, actions, judgments, suits, damages, penalties, costs, fees, reasonable and documented out-of-pocket costs and expenses (includingincluding reasonable attorney’s fees) of any kind or nature which at any time may be imposed on, without limitationincurred by, reasonable and documented out-of-pocket costs and expenses of or asserted against, any Indemnified Party: (ia) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) incurred by such Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of the Agent’s exercise of (or arising from or relating failure to or in connection with exercise) any of the following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or of any other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent’s or any Lender’s furnishing of funds to the Borrower under this Agreement or the other Loan Documentsrights and remedies hereunder, including, without limitation, (i) any sale or transfer of the management Collateral, (ii) the preservation, repair, maintenance, preparation for sale or securing of any such Loans or the Borrower’s use of the proceeds thereofCollateral, and (iii) the Agents and the Lenders relying on any instructions defense of the Borrower or the handling of Agent’s interests in the Collateral (including the defense of claims brought by a Company, as herein provideda debtor-in-possession or otherwise, any secured or unsecured creditors of a Company, or any trustee or receiver in bankruptcy); (ivb) as a result of any matter environmental pollution, hazardous material or environmental clean-up relating to the financing transactions contemplated by this Agreement Real Estate, a Company’s operation and use of the Real Estate, and a Company’s off-site disposal practices; (c) arising from or relating to (i) the other Loan Documents maintenance and operation of any Deposit Account, (ii) any agreement or document relating to any Deposit Account to which any Indemnified Party is party and (iii) any action taken (or failure to act) by any document executed Indemnified Party with respect thereto; (d) in connection with any regulatory investigation or proceeding by any regulatory authority or agency having jurisdiction over a Company; and (e) otherwise relating to or arising out of the transactions contemplated by this Financing Agreement or and the other Loan Financing Documents, or any action taken (vor failure to act) by any claim, litigation, investigation or proceeding relating to Indemnified Party with respect thereto; provided that an Indemnified Party’s conduct in connection with the any of the foregoing, whether or foregoing matters does not constitute negligence in any Indemnitee is a party thereto (collectively, the “Indemnified Matters”); provided, however, that the Loan Parties shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter caused by the gross negligence material respect or willful misconduct of such Indemnitee (misconduct, as finally determined by a final non-appealable judgment of a court of competent jurisdiction) that do not involve an act or omission by any Loan Party or any Subsidiary or Affiliate thereof. This Section 12.15(a) indemnification shall not apply survive the termination of this Financing Agreement and the payment and satisfaction of the Obligations. The Agent may from time to time establish a reserve against Availability in connection with respect to Taxes other than any Taxes that represent lossesthis indemnity as the Agent may deem advisable in the exercise of its reasonable business judgment, damagesand upon termination of this Financing Agreement, etc. arising from any non-Tax claimthe Agent may hold such reserves as cash reserves as security for this indemnity.

General Indemnity. In addition Without limiting any other rights which any such Person may have hereunder or under Applicable Law, but subject to each Loan Party’s other Obligations under this AgreementSections 12.1(b) and 13.5, each Loan Party Seller agrees to, jointly and severally, defend, protect, to indemnify and hold harmless Administrative Agent, each Agent 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 Lender and all of their respective Related Parties Affiliates, and all directors, members, managers, directors, shareholders, officers, employees and attorneys or agents of any of the foregoing (collectively called the each an “IndemniteesIndemnified Party”) ), forthwith on demand, from and against any and all damages, losses, damagesclaims, liabilities, obligations, penalties, fees, reasonable liabilities and documented out-of-pocket related costs and expenses (includingincluding all filing fees), without limitationincluding reasonable attorneys’, reasonable consultants’ and documented out-of-pocket costs accountants’ fees and expenses disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 4.3 (all of (ithe foregoing being collectively referred to as “Indemnified Amounts”) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) awarded against or incurred by such Indemniteesany of them arising out of, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with the Transaction Documents, any of the following: transactions contemplated thereby, or the ownership, maintenance or funding, directly or indirectly, of the Asset Interest (ior 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 negotiation, preparation, execution actions or performance or enforcement inactions of this AgreementSeller, any other Loan Document Originator, Servicer, CHS, Performance Guarantor or of any other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent’s or any Lender’s furnishing of funds party to the Borrower under this Agreement or the other Loan Documents, including, without limitation, the management of any such Loans or the Borrower’s use of the proceeds thereof, (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (v) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”)Transaction Document; provided, however, that notwithstanding anything to the Loan Parties contrary in this Article XII, in all events there shall not have be excluded from the foregoing indemnification any obligation damages, claims, losses, costs, expenses, liabilities or other Indemnified Amounts to any Indemnitee under this subsection the extent resulting from (ax) for any Indemnified Matter caused by the gross negligence or willful misconduct of such Indemnitee (an Indemnified Party as determined by in a final non-appealable judgment of by a court of competent jurisdiction755931971 16509877 jurisdiction or (y) that do not involve the failure of an act Account Debtor or omission Obligor to pay any sum due under its Pool Assets by any Loan Party reason of the financial or any Subsidiary credit condition of such Account Debtor or Affiliate thereof. This Section 12.15(a) shall not apply Obligor (including the occurrence of an Insolvency Event with respect to Taxes 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 hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to or 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 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 Sale Agreement and the grant of a security interest to Administrative Agent pursuant to this Agreement and to Seller pursuant to the 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 their respective officers or 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 any Transaction Document or any Applicable Law (including with respect to any Pool Asset or Related Assets), or the 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 the Pool Assets (and all Related Assets) against all Persons (including any bankruptcy trustee or similar Person); (vi) 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 Asset whether at the time of any Purchase or Reinvestment or at any time thereafter; (vii) any dispute, claim, offset 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 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 such Account Debtor or Obligor, 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 755931971 16509877 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 Pool 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 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 that represent losses(other than Excluded Taxes) imposed upon any Indemnified Party or upon or with respect to the Pool Assets, damagesall interest and penalties thereon or with respect thereto, etc. 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 funds or the funds of any other Person; (xv) any failure by Seller, CHS, any Originator, Performance 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, Seller, Servicer, Performance Guarantor or any of their respective Affiliates of any confidentiality provision, or of any similar 755931971 16509877 covenant of non-disclosure, or any other Indemnified Amount with respect to or resulting from any nonsuch violation or breach; or (xviii) any civil penalty or fine assessed by OFAC or any other Governmental Authority administering any Anti-Tax claimTerrorism Law, Anti-Corruption Law or Sanctions, and all reasonable costs and expenses (including reasonable documented legal fees and disbursements) incurred in connection with defense thereof by, any Indemnified Party in connection with the Transaction Documents as a result of any action of Seller, CHS, any Originator, Performance Guarantor or any of their respective Affiliates.

General Indemnity. In addition Subject to each Loan Party’s other Obligations under this Agreementthe limitations contained in Sections 7.6.1 and 7.6.2, each Loan Party agrees toCapital C Holdco and the Capital C Principals hereby agree, jointly and severally, defendto indemnify the Purchaser and its affiliates, stockholders, officers, directors, employees, agents, representatives and successors, permitted assignees of the Purchaser and their affiliates (individually, a "Purchaser Indemnified Party" and collectively, the "Purchaser Indemnified Parties") against, and to protect, indemnify save and hold keep harmless each Agent the Purchaser Indemnified Parties from, and each Lender to pay on behalf of or reimburse the Purchaser Indemnified Parties as and all of their respective Related Parties (collectively called the “Indemnitees”) from and against when incurred for, any and all liabilities (including liabilities for Taxes), obligations, losses, damages, liabilitiespenalties, obligationsdemands, claims, actions, suits, judgments, settlements, penalties, feesinterest, reasonable and documented out-of-pocket costs, expenses and disbursements (including reasonable costs of investigation, and expenses reasonable attorneys', accountants' and expert witnesses' fees) of whatever kind and nature (includingcollectively, without limitation"Losses"), reasonable and documented out-of-pocket costs and expenses of (i) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken that may be imposed on or incurred by any Purchaser Indemnified Party as a whole) in each relevant jurisdiction (andconsequence of, in the event connection with, incident to, resulting from or arising out of a conflict, between or in any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) incurred by such Indemnitees, whether prior way related to or from and after by virtue of: (a) any misrepresentation, inaccuracy or breach of any warranty or representation contained in Article III hereof or in any certificate delivered by Capital C Holdco or the Effective DateCapital C Principals at the Closing or otherwise in connection herewith; (b) any action, whether directdemand, indirect proceeding, investigation or consequential, as a result claim by any third party (including any Governmental or Regulatory Authority) against or affecting any Purchaser Indemnified Party which may give rise to or evidence the existence of or arising from relate to a misrepresentation or relating to or in connection with breach of any of the following: representations and warranties of Capital C Holdco or the applicable Capital C Principals contained in Article III hereof or in any certificate delivered by Capital C Holdco or the applicable Capital C Principals at the Closing or otherwise in connection herewith; (ic) any breach or failure by Capital C Holdco or the negotiationapplicable Capital C Principals to comply with, preparationperform or discharge any obligation, execution agreement or performance covenant by Capital C Holdco or enforcement of the Capital C Principals contained in this Agreement, any other Loan Document ; or of any other document executed in connection with the transactions contemplated by this Agreement, (iid) any Agent’s liability or obligation or any Lender’s furnishing assertion against any Purchaser Indemnified Party, arising out of funds or relating, directly or indirectly, to any Excluded Asset or any Retained Liability (as such terms are defined in the Conveyance Documents) or other liability arising, in whole or in part, out of the conduct of the business of Communications Holdco or any of its subsidiaries or successors, if any, prior to the Borrower under this Agreement or Closing except for the other Loan Documents, including, without limitation, the management of any such Loans or the Borrower’s use of the proceeds thereof, (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (v) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”); provided, however, that the Loan Parties shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter caused by the gross negligence or willful misconduct of such Indemnitee Assumed Liabilities (as determined by a final non-appealable judgment of a court of competent jurisdiction) that do not involve an act or omission by any Loan Party or any Subsidiary or Affiliate thereofsuch term is defined in the Conveyance Documents). This Section 12.15(a) shall not apply with respect to Taxes other than any Taxes that represent losses, damages, etc. arising from any non-Tax claim.12

General Indemnity. In addition to each Loan Party’s Without limiting any other Obligations rights which any such Person may have hereunder or under this AgreementApplicable Law, each Loan Party agrees toSeller, jointly and severally, defend, protect, hereby agrees to indemnify and hold harmless each Agent and each Lender Buyer, its respective Affiliates and all of their its respective Related Parties successors, transferees, participants and assigns, and all officers, members, managers, directors, shareholders, employees and agents of any of the foregoing (collectively called the each an “IndemniteesIndemnified Person”) ), forthwith on demand, from and against any and all damages, losses, damagesclaims, liabilities, obligations, penalties, fees, liabilities and related reasonable and documented out-of-pocket costs and expenses (includingincluding all filing fees, without limitation, reasonable Attorney Costs and documented out-of-pocket costs and expenses of Taxes (i) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Partiesthan Excluded Taxes)) (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by such Indemniteesany of them arising out of, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with the Transaction Agreements, any of the following: (i) transactions contemplated thereby, the negotiationownership, preparationmaintenance or purchasing of any Purchased Securities, execution or performance any actions or enforcement inactions of this AgreementSeller Agent, Guarantor, any other Loan Document Seller or any Affiliate of any other document executed of them in connection with the transactions contemplated by this Agreement, (ii) any Agent’s or any Lender’s furnishing of funds to the Borrower under this Agreement or the other Loan Documents, including, without limitation, the management of any such Loans or the Borrower’s use of the proceeds thereof, (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (v) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”); provided, however, that notwithstanding anything to the Loan Parties contrary in this Article 9, no such Seller shall not have any obligation be responsible for Indemnified Amounts solely to any Indemnitee under this subsection (a) for any Indemnified Matter caused by the extent resulting from the gross negligence or willful misconduct on the part of such Indemnitee (Indemnified Person, as determined by a final non-appealable judgment of by a court of competent jurisdiction) that do not involve an act or omission , as determined by any Loan Party or any Subsidiary or Affiliate thereof. This Section 12.15(a) shall not apply with respect to Taxes other than any Taxes that represent losses, damages, etc. arising from any a final non-Tax claim.appealable judgment by a court of competent jurisdiction. Without limiting the foregoing, each Seller, jointly and severally, shall indemnify, subject to the express limitations set forth in this Section

General Indemnity. In addition Lessee hereby agrees to each Loan Party’s other Obligations under this Agreementindemnify, each Loan Party agrees toreimburse, jointly and severally, defend, protect, indemnify defend and hold harmless each Agent and each Lender and all of their respective Related Parties Indemnitee on a net after-tax basis, as provided in Section 10(e), within fifteen (collectively called the “Indemnitees”15) days after demand from and against any and all claims (whether or not based on strict liability), damages (whether direct, indirect, incidental, special or consequential), losses, damagescharges, fees, liabilities, obligations, demands, suits, judgments, actions and other legal proceedings (whether civil or criminal), penalties, feesfines, other sanctions, and any reasonable and documented out-of-pocket costs and expenses (including, without limitation, reasonable and documented out-of-pocket costs and expenses of (i) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (andexpenses, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) incurred by such Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or of any other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent’s or any Lender’s furnishing of funds to the Borrower under this Agreement or the other Loan Documentsherewith, including, without limitation, costs and expenses set forth in Section 21(j) hereof and reasonable attorney's fees and expenses of whatever kind or nature (any and all of which are hereafter referred to as "Claims") imposed on, or asserted by or against, or suffered or incurred by, any Indemnitee, from (and including) the management Restatement Date, including, without limitation, injury, death or property damage of passengers, shippers and others, environmental control, noise and pollution regulations, which in any such Loans way may result from, pertain to, or arise in any manner out of, or are in any manner related to (1) the Operative Documents, the Purchase Documents or the Borrower’s use Financing Documents, or any of the proceeds transactions contemplated thereby; (2) the Engine or any Part thereof, including, but not limited to, (iiiA) the Agents importation, exportation, condition, manufacture, design, purchase, ownership, registration, reregistration, deregistration (other than any deregistra- tion caused by the failure of the registered owner of the Engine to be a "citizen of the United States" as defined under the Federal Aviation Act and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein providedregulations -75- 76 for Lessee's liability with respect to Taxes), (iv) any matter relating Claim which relates solely to events which occurred prior to (but excluding) the Restatement Date (other than Claims related to the financing transactions contemplated by this Agreement condition, manufacture or design of the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan DocumentsEngine), or (v) an underlying act which occurs after the Engine has been returned to Lessor in accordance with the terms hereof and the Term of this Lease has been terminated or has expired and the return is not related to an Event of Default, (vi) an underlying act which occurs after a disposition or other transfer (voluntary or involuntary) by such Indemnitee of all or any claimpart of its interest in the Engine, litigationor any Part, investigation or proceeding relating in the Financing Documents, the Purchase Documents or the Operative Documents, except as contemplated under or pursuant to the Operative Documents, the Financing Documents or the Purchase Documents and except as resulting from the exercise of its remedies during the period while an Event of Default has occurred and is continuing and prior to the time such Indemnitee has received payment of all amounts owing to it hereunder and except any Claim which is alleged or does relate to the period prior to such disposition or (vii) the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any of the foregoingFinancing Documents, the Purchase Documents or the Operative Documents, which amendments, supplements, waivers or consents were not requested by Lessee or are not required to give effect to the provisions of the Operative Documents, the Financing Documents or the Purchase Documents (provided, however, in no event will Lessee be liable for any Claims resulting from, pertaining to or arising from or related to Lessor's granting or creating a Lessor's Lien or the granting or creation of a Head Lessor's Lien). Upon full payment of the indemnities herein, Lessee shall be subro- gated to all rights and remedies which such Indemnitee may have against any third party against whom such Indemnitee has the right to assert a Claim which arises under any action described in this Section 13 (except Claims under such Indemnitee's own insurance policies or under the indemnification provisions of any of the Financing Documents). Without limiting Lessee's liability under this Section 13, Lessee hereby waives and releases any Claim now or hereafter existing against any Indemnitee, on account of any Claims for or on account of or arising or in any way connected with injury to or death of personnel of Lessee or loss or damage to property of Lessee or the loss of use of any property which may result from or arise in any manner out of or in relation to the importation, exportation, ownership, purchase, registration, reregistration, deregistration (except as to Owner Participant or Lessor as -76- 77 and to the extent such Indemnitee is responsible under the Refunding Agreement for Claims related to such deregistration), delivery, non-delivery, assignment, leasing, subleasing, manufacture, acceptance, rejection, possession, return, financing, performance, modification, maintenance, condition, use, operation, pooling, interchange, repair, testing, sale, return or other disposition of the Engine or any Part thereof, either in the air or on the ground, or which may be caused by any defect in the Engine or such Part from the material or any article used therein or from the design or testing thereof, or use thereof or from any maintenance, service, repair, overhaul, or testing of the Engine or such Part, claims for infringement, loss of or injury to any person, loss of or damage to any property or environmental damage, regardless of when such defect may be discovered, whether or not the Engine or such Part is at the time in the possession of Lessee, and regardless of the location of the Engine at any Indemnitee is a party thereto such time except to the extent that such Claim results from (collectively, the “Indemnified Matters”); provided, however, that the Loan Parties shall not have any obligation to any Indemnitee under this subsection (ai) for any Indemnified Matter caused by the gross negligence or willful misconduct of such Indemnitee (except any such gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction) that do not involve may be attributed to an act or omission by Indemnitee due to its interest in the Engine, any Loan Party Operative Document, any Purchase Document or any Subsidiary Financing Document), (ii) the material breach of any of its express representations, warranties or Affiliate thereof. This covenants hereunder, under any other Operative Document or Financing Document (not resulting from a breach by Lessee of any of its representations, warranties or covenants in the Operative Documents or in the Financing Documents), (iii) any Taxes, whether or not Lessee is required to indemnify such Taxes under Section 12.15(a) shall not apply 10 hereof or the Tax Indemnification Agreement (it being understood that Section 10 hereof and the Tax Indemnification Agreement exclusively provide for Lessee's liability with respect to Taxes Taxes), (iv) any Claim which relates solely to events which occurred prior to but excluding the Restatement Date (other than Claims related to the condition, manufacture or design of the Aircraft) and any Taxes Claim concerning payment for or the ownership of Buyer Furnished Equipment, (v) an underlying act which occurs after the Aircraft has been returned to Lessor in accordance with the terms hereof and the Term of this Lease has been terminated or has expired and the return is not related to an Event of Default, (vi) an underlying act which occurs after a disposition or other transfer (voluntary or involuntary) by such Indemnitee of all or any part of its interest in the Aircraft, the Airframe, any Engine, or any Part, or in the Financing Documents, the Purchase Documents or the Operative Documents (except as contemplated under or pursuant to the Operative Documents, the Financing Documents or the Purchase Documents and except as resulting from the exercise of its remedies during the Each Indemnitee shall, at Lessee's sole cost and expense and with Lessee's cooperation, be entitled to conduct the defense of any Claim against it; provided, however, that represent lossesLessee shall, damagesat the request of any Indemnitee and, etcso long as no Event of Default has occurred and is continuing, assume and conduct promptly and diligently, at its sole cost and expense, the defense of such Indemnitee against any Claim of a third party with counsel reasonably acceptable to such Indemnitee; and provided, further, however, that Lessee shall have the right as well as the obligation to assume such defense to the extent required under the terms of the applicable insurance policies so long as no Default or Event of Default has occurred and is continuing. arising from In the event Lessee shall so assume the defense of any non-Tax claimClaim, such Indemnitee shall cooperate with Lessee in defending such Claim, but any expenses incurred by such Indemnitee in connection therewith shall either be paid by Lessee to such Indemnitee in advance, or reasonable security shall be provided by Lessee to such Indemnitee for such payments. Neither Lessee nor an Indemnitee shall enter into a settlement or other compromise with respect to any Claim which Lessee or such Indemnitee is defending hereunder in excess of $100,000 without the prior written consent of the other, which consent shall not be unreasonably withheld. Each Indemnitee agrees to give Lessee prompt notice of any Claims by a third party hereunder following such Indemnitee's actual knowledge of such Claims by third parties, but the failure of such Indemnitee to give the notice required by this Section 13 shall not constitute a release by Lessor or such Indemnitee of, or reduce, any of the obligations or liabilities of Lessee to such Indemnitee in respect of any such Claim or otherwise affect the obligations or liabilities of Lessee to any Indemnitee in respect of any such Claim, except to the extent that Lessee's ability to control the defense thereof where Lessee An Indemnitee or Lessee shall supply the other with such information requested by the other as is reasonably necessary or advisable for the other to control the defense of a Claim to the extent permitted by this Section . Nothing in this Section shall be construed as a guaranty by Lessee of payments due pursuant to any indebtedness incurred with respect to the purchase of the Engine or of the residual value of the Engine. Notwithstanding anything herein or in any other Operative Document to the contrary, with respect to any Claim for which any Indemnitee is entitled to indemnification under more than one provision of this Lease or any other Operative Document, such Indemnitee shall be entitled to recovery for such Claim only pursuant to one such provision as it may select in its sole discretion (and, for the avoidance of doubt, such Indemnitee shall not be entitled to any double recovery for the same Claim). The indemnities contained in this Section 13 shall continue in full force and effect notwithstanding the expiration or other termination of this Lease or any of the other Operative Documents and are expressly made for the benefit of and shall be enforceable by each Indemnitee.

General Indemnity. In addition to each Loan Party’s other Obligations under this Agreement, each Loan Party agrees toThe Company will, jointly and severally, defendindemnify the Agent and each Lender, protecteach of the Agent's and the Lenders' directors, indemnify officers and hold harmless employees, and each Person, if any, who controls the Agent or any Lender (the Agent and each Lender and all each of their respective Related Parties (collectively called the “Indemnitees”such directors, officers, employees and control Persons is referred to as an "Indemnitee") and hold each of them harmless from and against any and all lossesclaims, damages, liabilities, obligations, penalties, fees, liabilities and reasonable and documented out-of-pocket costs and expenses (including, without limitation, including reasonable fees and documented out-of-pocket costs disbursements of counsel with whom any Indemnitee may consult in connection therewith and all reasonable expenses of litigation or preparation therefor) which any Indemnitee may incur or which may be asserted against any Indemnitee in connection with any litigation or investigation involving the Company or any Subsidiary, or any officer, director or employee thereof (i) one outside counsel and one local counsel to including the Agents and Agent's or the Related Parties Lenders' compliance with or contest of any subpoena or other process issued against it in each relevant jurisdiction and (ii) one outside counsel and one local counsel to any proceeding involving the other Indemnitees (taken as a whole) in each relevant jurisdiction (andCompany or any of its Subsidiaries), in or any matters involving the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) incurred by such Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to transactions contemplated hereby or in connection with the existence or exercise of any rights with respect to the Credit Security in accordance with the provisions of the Credit Documents, other than litigation commenced by the Company against the Agent or the Lenders which seeks enforcement of any of the following: (i) rights of the negotiation, preparation, execution Company hereunder or performance or enforcement of this Agreement, under any other Loan Credit Document and is finally determined adversely to the Agent or of any other document executed in connection with the transactions contemplated by this AgreementLenders and except to the extent such claims, (ii) any damages, liabilities and expenses result from the Agent’s 's or any Lender’s furnishing of funds to the Borrower under this Agreement or the other Loan Documents, including, without limitation, the management of any such Loans or the Borrower’s use of the proceeds thereof, (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (v) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”); provided, however, that the Loan Parties shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter caused by the Xxxxxx's gross negligence or willful misconduct of such Indemnitee (as determined by a final non-appealable judgment of a court of competent jurisdiction) that do not involve an act or omission by any Loan Party or any Subsidiary or Affiliate thereof. This Section 12.15(a) shall not apply with respect to Taxes other than any Taxes that represent losses, damages, etc. arising from any non-Tax claimmisconduct.

General Indemnity. In addition Without limiting any other rights which any such Person may have hereunder or under Applicable Law, but subject to each Loan Party’s other Obligations under this AgreementSection 8.06, each Loan Party agrees toOriginator, jointly and severally, defend, protect, hereby agrees to indemnify and hold harmless each Buyer, Buyer’s Affiliates, the Borrower, Administrative Agent and each Lender any Secured Party under the Loan and Security Agreement and all of their respective Related Parties successors, transferees, participants and assigns, and all officers, members, managers, directors, shareholders, officers, employees and agents of any of the foregoing (collectively called the each an “IndemniteesOriginator Indemnified Party”) ), forthwith on demand, from and against any and all damages, losses, damagesclaims, liabilities, obligations, penalties, fees, liabilities and related reasonable and documented out-of-pocket costs and expenses (includingincluding all filing fees), without limitation, including reasonable and documented out-of-pocket costs Attorney Costs, and expenses reasonable consultants’ and accountants’ fees and disbursements (all of (ithe foregoing being collectively referred to as “Originator Indemnified Amounts”) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) awarded against or incurred by such Indemniteesany of them arising out of, whether prior resulting from, relating to or from and after in connection with the Effective DateTransaction Documents, whether directany of the transactions contemplated thereby, indirect or consequentialthe ownership, as a result maintenance or purchasing of the Transferred Assets or in respect of or related to any Transferred Assets, or otherwise arising from out of or relating to or in connection with the actions or inactions of Buyer, Performance Guarantor, such Originator or any Affiliate of any of the following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or of any other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent’s or any Lender’s furnishing of funds to the Borrower under this Agreement or the other Loan Documents, including, without limitation, the management of any such Loans or the Borrower’s use of the proceeds thereof, (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (v) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”)them; provided, howevernotwithstanding anything to the contrary in this Article VII, that excluding Originator Indemnified Amounts solely to the Loan Parties shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter caused by extent resulting solely from the gross negligence or willful misconduct on the part of such Indemnitee (Originator Indemnified Party, as determined by a final non-appealable judgment of by a court of competent jurisdiction) that do not involve an act . Without limiting or omission being limited by the foregoing, each Originator, jointly and severally, shall pay on demand indemnify, subject to the express limitations set forth in this Section 7.01, and hold harmless each Originator Indemnified Party for any Loan and all amounts necessary to indemnify such Originator Indemnified Party from and against any and all Originator Indemnified Amounts arising out of, relating to, resulting from or any Subsidiary or Affiliate thereof. This Section 12.15(a) shall not apply with respect to Taxes other than any Taxes that represent losses, damages, etc. arising from any non-Tax claim.in connection with:

General Indemnity. In addition (a) Subject to each Loan Party’s other Obligations under the limitations set forth in this AgreementSection 9.1, each Loan Party agrees to, jointly and severally, defend, protect, the Sellers agree to indemnify and hold harmless each Agent Purchaser, its Affiliates and each Lender and all of their respective Related Parties directors, officers, employees and agents, and any successor to Purchaser, its Affiliates and their respective directors, officers, employees and agents (collectively called each of the foregoing, an “IndemniteesIndemnified Party”) ), from and against any and against, on an after-Tax basis, all losses, damages, liabilities, obligations, penalties, fees, reasonable and documented out-of-pocket costs and expenses (including, without limitation, reasonable and documented out-of-pocket costs and expenses of (i) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) Losses suffered or incurred by such Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from directly or relating to indirectly out of or in connection with any of the following: with: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or breach of any representation or warranty of Sellers contained in this Agreement or in any agreement, certificate or other document executed delivered pursuant hereto (but subject to Section 5.3(a) with respect to any such representation or warranty); (ii) any breach or non-compliance by such Sellers of any covenant or agreement in this Agreement or in any agreement, certificate or other document delivered pursuant hereto, including without limitation any amount due and owing to Purchaser following the Closing pursuant to Article 7 and failure by Sellers to pay, satisfy, perform or otherwise discharge any Excluded Liabilities in accordance with Section 1.2(c); (iii) any Claims brought by any third party to the extent arising from acts, omissions or occurrences that occur or accrue in connection with the transactions contemplated by this Agreement, (ii) any Agent’s or any Lender’s furnishing of funds Business and the Property prior to the Borrower under this Agreement or the other Loan DocumentsClosing Date, including, without limitation, with respect to the management of any such Loans or the Borrower’s use of the proceeds thereof, (iii) the Agents Hotel Contracts and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, Space Leases; (iv) any matter breach by Sellers of any Tax representations or warranties set forth in Section 5.1; and (v) any noncompliance with any Law relating to the financing transactions contemplated by this Agreement fraudulent conveyance or the other Loan Documents or by any document executed transfer in connection with respect of the transactions contemplated by this Agreement or the other Loan Documents, or to occur at Closing. (vb) any claim, litigation, investigation or proceeding relating The aggregate liability of Sellers under this Article 9 shall not exceed an amount equal to any five percent (5%) of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”)Aggregate Purchase Price; provided, however, that notwithstanding anything to the Loan Parties contrary herein, no limitations shall not have any obligation apply in relation to any Indemnitee under this subsection claim by Purchaser hereunder based on or related to (aA) for title to the Property, (B) any Indemnified Matter caused misrepresentation of Seller or Sellers constituting deceit or fraud, (C) any Claim by Purchaser related to the gross negligence representations and warranties in Sections 5.1(a), 5.1(b), 5.1(c) or willful misconduct 5.1(e), (D) any claim by Purchaser pursuant to Section 9.1(a)(iv), (E) any claim by Purchaser pursuant to Section 9.2 or (F) any Excluded Liabilities of such Indemnitee (as determined by a final non-appealable judgment of a court of competent jurisdiction) that do not involve an act or omission by any Loan Party or any Subsidiary or Affiliate thereof. This Sellers pursuant to Section 12.15(a) shall not apply with respect to Taxes other than any Taxes that represent losses, damages, etc. arising from any non-Tax claim1.2(c).

General Indemnity. In addition to each Loan Party’s other Obligations under this Agreement, each Loan Party agrees toThe Sponsors, jointly and severally, defendhereby agree to indemnify, protectexonerate, indemnify and hold harmless each Agent the Agent, the Security Agent, and the Paying Agent, and each Lender of the officers, directors, employees of the Agent, the Security Agent, and all of their respective Related Parties the Paying Agent (herein collectively called the “"Indemnitees”") free and harmless from and against any and all actions, claims, ----------- losses, liabilities, damages, liabilitiesand expenses, obligations, penalties, fees, reasonable and documented out-of-pocket costs and expenses (including, without limitation, reasonable and documented out-of-pocket costs legal fees and expenses of (i) one outside counsel and one local counsel to herein collectively called the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and"Indemnified ----------- Liabilities"), in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) which may be incurred by such Indemnitees, whether prior to or from and after asserted against the Effective Date, whether direct, indirect Indemnitees or consequential, ----------- any Indemnitee as a result of of, or arising from out of, or relating to to, or in connection with any of the following: with: (i) the negotiation, preparation, execution or performance or enforcement of failure by either Sponsor to comply with its respective obligations under this Agreement, any other the Sponsors' Guaranty, and the Sponsors' Loan Document or Agreement (subject, in the case of any other document executed in connection with Indemnified Liabilities arising from Article XIII, to the transactions contemplated by this Agreement, provisions of Section ------------ ------- 13.6); ---- (ii) the inaccuracy by either Sponsor of any Agent’s of its representations and 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 (provided that AMD Inc. shall have no liability under this Section 14.2 in ------------ respect of any Lender’s furnishing inaccuracy by AMD Holding of funds the representation and warranty contained in Section 12.2 (viii)); and ------------------- (iii) any investigation, litigation, or proceeding related to the Borrower under this Agreement or the other Loan Documents, including, without limitation, the management consummation of any such Loans or the Borrower’s use of the proceeds thereof, (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (v) any claim, litigation, investigation or proceeding relating to any of the foregoinghereby, whether or not any such Indemnitee is a party thereto (collectivelythereto, and, to the extent that the foregoing undertaking may be unenforceable for any reason, the “Sponsors, jointly and severally, hereby agree to make the maximum contribution to the payment and satisfaction of each of the Indemnified Matters”); provided, however, that the Loan Parties shall not have any obligation to any Indemnitee Liabilities which is permissible under this subsection (a) for any Indemnified Matter caused by the gross negligence or willful misconduct of such Indemnitee (as determined by a final non-appealable judgment of a court of competent jurisdiction) that do not involve an act or omission by any Loan Party or any Subsidiary or Affiliate thereof. This Section 12.15(a) shall not apply with respect to Taxes other than any Taxes that represent losses, damages, etc. arising from any non-Tax claimapplicable law.

General Indemnity. In addition to Borrowers shall indemnify each Loan Party’s other Obligations under this AgreementIndemnitee (and any sub agent of Agent) against, each Loan Party agrees to, jointly and severally, defend, protect, indemnify and hold each Indemnitee harmless each Agent and each Lender and all of their respective Related Parties (collectively called the “Indemnitees”) from and against from, any and all losses, claims, damages, liabilities, obligations, penalties, liabilities and related expenses (including the fees, reasonable charges and documented out-disbursements of one outside counsel for Agent (plus one local counsel for Agent in each jurisdiction of formation or organization of any Obligor), and one outside counsel retained by the Lenders or any steering committee or similar group acting on behalf of the Lenders as a group (and such additional counsel as the Agent, any Lender, any group of Lenders or any such steering committee determines in good faith are necessary in light of actual or potential conflicts of interest or the availability of different claims or defenses) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Borrower or any other Obligor arising out of-pocket costs and expenses (including, without limitationin connection with, reasonable and documented out-of-pocket costs and expenses or as a result of (i) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) incurred by such Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the following: (i) the negotiation, preparation, execution or performance or enforcement delivery of this Agreement, any other Loan Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of any other document executed in connection with their respective obligations hereunder or thereunder, the consummation of the transactions contemplated by hereby or thereby, or, in the case of Agent Indemnitees only, the administration of this AgreementAgreement and the other Credit Documents, (ii) any Agent’s Loan or any Lender’s furnishing Letter of funds to the Borrower under this Agreement Credit or the other Loan Documents, including, without limitation, the management of any such Loans use or the Borrower’s proposed use of the proceeds thereoftherefrom (including any refusal by Issuing Bank to honor a demand for payment under any Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of the Letter of Credit), (iii) the Agents and the Lenders relying any actual or alleged presence or release of Hazardous Materials on or from any instructions of the Borrower property owned or the handling of the Collateral as herein providedoperated by any Obligor, or any Environmental Liability related in any way to any Obligor, or (iv) any matter relating to the financing transactions contemplated by this Agreement actual or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (v) any prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or not any other theory, whether brought by a third party or by any Borrower or any other Obligor, and regardless of whether any Indemnitee is a party thereto (collectivelythereto, in all cases, whether or not caused by or arising, in whole or in part, out of the “Indemnified Matters”)comparative, contributory or sole negligence of the Indemnitee; providedprovided that such indemnity shall not, however, that the Loan Parties shall not have any obligation as to any Indemnitee under this subsection Indemnitee, (aA) for any Indemnified Matter caused be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by a Borrower or any other Obligor against an Indemnitee for material breach or breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Document, if such Borrower or such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a final non-appealable judgment of a court of competent jurisdictionjurisdiction or (B) that do not involve an act or omission include any allocated costs of internal counsel for any such Indemnitee. If any Taxes (other than Excluded Taxes) shall be payable by any Loan Party party due to the execution, delivery, issuance or recording of any Subsidiary Credit Documents, or Affiliate thereof. This Section 12.15(athe creation or repayment of any Obligations, Borrowers shall pay (and shall promptly reimburse Agent and Lenders for their payment of) shall not apply with respect to Taxes other than all such Taxes, including any Taxes that represent lossesinterest and penalties thereon, damages, etc. arising from any non-Tax claimand will indemnify and hold harmless Indemnitees against all liability in connection therewith.

General Indemnity. In addition Lessee hereby agrees to indemnify each Loan Party’s other Obligations under this AgreementIndemnitee against, and agrees to protect, save and keep harmless, on an after- tax basis (which shall mean, for a Relevant Indemnitee, on an After-Tax Basis), each Loan Party agrees toof them from (whether or not the transactions contemplated herein or in any of the other Operative Documents are consummated), jointly and severally, defend, protect, indemnify and hold harmless each Agent and each Lender and all of their respective Related Parties (collectively called the “Indemnitees”) from and against any and all lossesExpenses imposed PARTICIPATION AGREEMENT (1992 757 [__]) on, damagesincurred by or asserted against any Indemnitee, liabilitiesin any way relating to or arising out of (A) the Operative Documents, obligationsincluding any breach by Lessee of its covenants contained therein, penaltiesor any Sublease under the Lease Agreement, feesor the performance of any of the transactions contemplated thereby or the enforcement of any of the terms thereof; (B) the manufacture, reasonable and documented out-of-pocket costs and expenses purchase, acceptance or rejection of the Airframe or any Engine; (C) the Aircraft (or any portion thereof) whether or not arising out of the ownership, delivery, nondelivery, lease, sublease, possession, use, operation, maintenance, registration, modification, alteration, condition, sale, return or other disposition of the Aircraft including, without limitation, reasonable latent or other defects, whether or not discoverable, strict tort liability and documented out-of-pocket costs any claim for patent, trademark or copyright infringement; (D) the offer, sale, delivery or transfer of the Loan Certificates, or any other certificates issued pursuant to Sections 18 and expenses 19 hereof whether before or after the Closing Date (the indemnity in this clause (D) to extend also to any person who controls an Indemnitee, its successors, assigns, employees, servants and agents within the meaning of Section 15 of the Securities Act of 1933, as amended); (iE) one outside counsel and one local counsel the offer or sale of any interest in the Trust Estate or the Trust Agreement or any similar interest on or prior to the Agents and Closing Date; or (F) the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the transactions contemplated hereby or by any other Indemnitees (taken as a whole) in each relevant jurisdiction (andOperative Document, in respect of the event application of a conflictParts 4 and 5 of Subtitle B of Title I of ERISA; provided, between that the foregoing indemnity shall not extend to any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) incurred by such Indemnitees, whether prior to Expense resulting from or from and after the Effective Date, whether direct, indirect or consequential, as a result arising out of or arising from which would not have occurred but for one or relating to or in connection with any more of the following: (i1) any representation or warranty by such Indemnitee in the Operative Documents being materially incorrect, or (2) the negotiationfailure by such Indemnitee to perform or observe in any material respect any agreement, preparation, execution covenant or performance or enforcement condition in any of this Agreement, any other Loan Document or of any other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent’s or any Lender’s furnishing of funds to the Borrower under this Agreement or the other Loan Documents, Operative Documents including, without limitation, the management creation or existence of a Lessor Lien (including for this purpose Liens that would be Lessor Liens but for the proviso to the definition of Lessor Liens) or a Loan Participant Lien, or (3) the willful misconduct or the gross negligence of such Indemnitee (other than gross negligence imputed to such Indemnitee solely by reason of its interest in the Aircraft), or (4) a disposition by the Owner Trustee of all or any part of its interest in the Airframe or any Engine (other than pursuant to (i) in the case of each Indemnitee, Section 9 or 19 of the Lease Agreement or as a consequence of an Event of Loss and (ii) in the case of an Indemnitee which is the Owner Participant, Section 8, 10 or 15 of the Lease Agreement), a disposition (voluntary or involuntary) by such Certificate Holder of all or any part of its interest in any Loan Certificate (other than as contemplated by the Trust Indenture) or by such Indemnitee PARTICIPATION AGREEMENT (1992 757 [__]) of all or any part of such Indemnitee's interest in the Airframe, any Engine or in the Operative Documents, in each case other than during the continuance of an Event of Default under the Lease Agreement, or (5) any Tax whether or not Lessee is required to indemnify for such Tax pursuant to Section 7(b) hereof (it being understood that Section 7(b) hereof and the Tax Indemnity Agreement exclusively provide for Lessee's liability with respect to Taxes), other than amounts necessary to make any payment hereunder on an After-Tax Basis or (6) the offer or sale by the Owner Participant after the Closing Date of any such Loans interest in the Trust Estate or the Borrower’s use Trust Agreement or any similar interest, or (7) in the case of the proceeds Owner Trustee and the Mortgagee, in their individual and trust capacities, and the Affiliates, successors and assigns thereof, (iii) a failure on the Agents and the Lenders relying on any instructions part of the Borrower Owner Trustee to distribute in accordance with the Trust Agreement any amounts received and distributable by it thereunder or a failure (except where and to the handling extent such failure arises by virtue of any legal restriction or restraint) on the part of the Collateral as herein providedMortgagee to distribute in accordance with the Trust Indenture any amounts received and distributable by it thereunder, or (iv8) the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any of the Operative Documents which amendments, supplements, waivers or consents are not requested by Lessee or are not required by the terms of the Operative Documents (provided that Lessee shall have no liability for any indemnity hereunder in respect of any amendment, waiver, supplement or consent required by the terms of the Operative Documents which results from an action of any Indemnitee that is not required under the terms of the Operative Documents unless the same is requested by the Lessee) or (9) any matter relating loss of tax benefits or increase in tax liability under any tax law whether or not Lessee is required to the financing transactions contemplated by indemnify therefor pursuant to this Agreement or the Tax Indemnity Agreement (it being understood that Section 7(b) hereof and the Tax Indemnity Agreement exclusively provide for Lessee's liability with respect to Taxes) other Loan Documents or by than amounts necessary to make any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documentspayment hereunder on an After-Tax Basis, or (v10) the offer, sale or delivery of a Loan Certificate or any claim, litigation, investigation interest in the Trust Estate or proceeding relating to any Trust Agreement by an Indemnitee in violation of the foregoingSecurities Act of 1933, whether as amended; or not any Indemnitee is a party thereto (collectively11) except to the extent fairly attributable to acts or events occurring prior thereto, acts or events which occur after the “Indemnified Matters”); provided, however, that earliest of: (I) the Loan Parties shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter caused by return of possession of the gross negligence or willful misconduct of such Indemnitee (as determined by a final non-appealable judgment of a court of competent jurisdiction) that do not involve an act or omission by any Loan Party Airframe or any Subsidiary Engine or Affiliate thereof. This Section 12.15(a) shall not apply with respect any Part to Taxes the Owner Trustee or its designee pursuant to the terms of the Lease Agreement (other than any Taxes that represent losses, damages, etc. arising from any non-Tax claim.pursuant to -42- PARTICIPATION AGREEMENT (1992 757 [__])

General Indemnity. In addition The Borrower hereby agrees to each Loan Party’s other Obligations under this Agreement, each Loan Party agrees to, jointly and severally, defend, protectindemnify, indemnify save and hold keep harmless each on an After-Tax Basis the Security Trustee, the Facility Agent and each Lender (without duplication of any other indemnity provisions herein, including without limitation any provisions related to Expenses for Breakage Costs, Increased Costs, and all of Market Disruption) together with their respective Related Parties officers, directors, agents and employees (each, an “Indemnitee” and the respective officers, directors, agents and employees of each of the foregoing Indemnitees, as applicable, together with such Indemnitee, being referred to herein collectively called as the “Indemnitees”Related Indemnitee Group” of such Indemnitee) against, and agrees to protect, save and keep harmless each Indemnitee from and against (whether or not the transactions contemplated herein or in any of the other Basic Agreements are consummated), any and all lossesExpenses imposed on, damagesincurred by or asserted against such Indemnitee, liabilitiesin any way relating to or arising out of or which would not have occurred but for: (a) the execution and delivery of the Basic Agreements and the consummation of the transactions contemplated thereby or the enforcement of any of the terms thereof after the occurrence and continuation of an Event of Default; (b) the operation, obligationspossession, penaltiesuse, feesnon-use, reasonable and documented out-of-pocket costs and expenses (includingcontrol, without limitationleasing, reasonable and documented out-of-pocket costs and expenses subleasing, maintenance, storage, overhaul, testing or inspections of (i) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) incurred by such Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or of any other document executed in connection with the transactions contemplated by this AgreementAircraft, (ii) any Agent’s Engine or (iii) any Lender’s furnishing of funds to the Borrower under this Agreement or the Part, by any Person (other Loan Documentsthan such Indemnitee), including, without limitation, claims for death, personal injury, property damage, other loss or harm to any Person and claims relating to any Requirement of Law, including, without limitation, environmental control, noise and pollution laws, rules or regulations; (c) the management manufacture, design, acceptance, rejection, delivery, return, import, export, condition, repair, modification, servicing, rebuilding, enforcement of warranties, airworthiness, registration, reregistration, performance, sublease, merchantability, fitness for use, substitution or replacement of the Aircraft, any Engine or any Part or other transfer of use or possession of the Aircraft, any Engine or any Part, including under a pooling or interchange agreement; or (d) the prevention or attempt to prevent the arrest, confiscation, seizure, taking in execution, impounding, forfeiture or detention of the Aircraft, or in securing the release of the Aircraft; provided that the foregoing indemnity shall not extend to: (1) any Expense to the extent paid or borne by a Person other than the Borrower pursuant to any other provision of this Loan Agreement or any other Basic Agreement; (2) any Expense to the extent it exceeds maximum amounts agreed to be borne by the Borrower pursuant to Section 7.5; (3) any Expense to the extent such Expense is attributable to the authorization or giving or withholding by any Indemnitee of any future amendments, supplements, waivers or consents with respect to any of this Loan Agreement and the other Basic Agreements, other than such Loans or as have been requested in writing by the Borrower’s use , or such as are expressly required or contemplated by the provisions of the proceeds thereof, Basic Agreements; (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv4) any matter relating Expense to the financing transactions contemplated extent such Expense is an ordinary and usual overhead Expense for any Indemnitee (other than such Expenses caused directly by this Agreement or the other Loan Documents or by occurrence of an Event of Default); (5) any document executed Expense to the extent such Expense would have arisen if an Indemnitee had not engaged in connection with the transactions contemplated by this Loan Agreement or any other Basic Agreements; or (6) any Expense to the extent such Expense is attributable to or results from or arises out of any Lender Lien; (7) any Expense to the extent such Expense is attributable to or results from or arises out of any representation or warranty by any Indemnitee or such Indemnitee’s Related Indemnitee Group in or provided in accordance with the Basic Agreements being incorrect; or (8) any Expense to the extent such Expense is attributable to or results from or arises out of the failure by any Indemnitee or such Indemnitee’s Related Indemnitee Group to perform or observe any agreement, covenant or condition in this Loan Agreement or any other Loan DocumentsBasic Agreement; or (9) any Expense to the extent such Expense is attributable to or results from or arises out of the willful misconduct or the gross negligence of any Indemnitee or such Indemnitee’s Related Indemnitee Group (other than gross negligence imputed to such Indemnitee solely by reason of its interest in the Aircraft); or (10) any Expense to the extent such Expense is attributable to or results from or arises out of any Tax, or (v) any claimloss of Tax benefits or increase in Tax liability under any Tax law, litigationwhich, investigation or proceeding relating to any for the avoidance of the foregoingdoubt, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”)shall be governed by Section 2.9; provided, however, that the Loan Parties shall not have any obligation to any Indemnitee under this subsection clause (a) for any Indemnified Matter caused by the gross negligence or willful misconduct of such Indemnitee (as determined by a final non-appealable judgment of a court of competent jurisdiction) that do not involve an act or omission by any Loan Party or any Subsidiary or Affiliate thereof. This Section 12.15(a10) shall not apply to Taxes taken into consideration in making any payment pursuant to this Section 2.12 on an After-Tax Basis; or (11) any Expense to the extent such Expense is attributable to or results from or arises out of (other than during the continuance of an Event of Default) the offer, sale, assignment, transfer, participation or other disposition (whether voluntary or involuntary) by or on behalf of an Indemnitee of any interest in the Aircraft, a Commitment, a Loan or a Note or any similar interest or any borrowing of funds in respect thereof or all or any part of such Indemnitee’s interest in the Basic Agreements; or (12) any Expense to the extent such Expense is attributable to or results from or arises out of any acts or events (other than acts or events related to the performance or failure to perform by the Borrower of its obligations pursuant to the terms of the Basic Agreements) that occur after the Security Trustee is required to release all Collateral from the Lien of the Security Agreement. In the case of any Expense indemnified by the Borrower hereunder that is covered by a policy of insurance maintained by the Borrower, each Indemnitee agrees to cooperate, at the Borrower’s expense, with the insurers in the exercise of their rights to investigate, defend or compromise such Expense as may be required to retain the benefits of such insurance with respect to Taxes such Expense. If an Indemnitee has knowledge of a claim involving one or more Expenses, such Indemnitee (if it intends to have such Expenses indemnified by the Borrower) shall promptly give notice of such claim to the Borrower; provided that the failure to provide such notice shall not release the Borrower from any of its obligations to indemnify an Indemnitee hereunder, except to the extent the Borrower is prejudiced by such failure or the Borrower’s indemnification obligations are increased as a result of such failure. Such Indemnitee shall promptly submit to the Borrower, at the Borrower’s expense, such additional information in such Indemnitee’s possession as the Borrower shall reasonably request to substantiate such request for payment to the Borrower. Any amount payable to any Indemnitee pursuant to this Section 2.12 shall be paid within 30 days after receipt of a written demand therefor from such Indemnitee accompanied by a written statement describing in reasonable detail the Expenses which are the subject of and basis for such indemnity and the computation of the amount so payable. Subject to the rights of insurers under policies of insurance maintained by the Borrower, the Borrower shall be entitled, unless an Event of Default shall have occurred and be continuing and provided that (x) such actions shall not involve a material risk of criminal liability, unindemnified civil liability or sale, loss or forfeiture of the Aircraft and (y) any Expense for such actions shall be indemnified by the Borrower at the request of any Lender, at its sole cost and expense: (A) so long as the Borrower has agreed in writing that the Borrower is liable to such Indemnitee for such Expense, if any, in any judicial or administrative proceeding that involves solely a claim for one or more Expenses, to assume responsibility for and control thereof, (B) so long as the Borrower has agreed in writing for such Indemnitee that the Borrower is liable to such Indemnitee for such Expense, if any, in any judicial or administrative proceeding involving a claim for one or more Expenses and other claims related or unrelated to the transactions contemplated by the Basic Agreements, to assume responsibility for and control of such claim for Expenses to the extent that the same may be and is severed from such other claims (and such Indemnitee shall use reasonable efforts to obtain such severance), and (C) in any other case, to be consulted by such Indemnitee with respect to judicial proceedings subject to the control of such Indemnitee and to be allowed, at the Borrower’s sole expense, to participate therein. Such Indemnitee shall, at Borrower’s cost, supply the Borrower with such information reasonably requested by the Borrower and provide reasonable cooperation as reasonably requested by the Borrower as is necessary or advisable for the Borrower to control or participate in any proceeding to the extent permitted by this Section 2.12. Such Indemnitee shall not (unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 2.12) enter into a settlement or other compromise with respect to any Expense without the prior written consent of the Borrower. Where the Borrower or any insurer under a policy of insurance maintained by the Borrower assumes responsibility for and control of any proceeding against an Indemnitee with respect to an Expense, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Expense shall be indemnified hereunder unless (i) such fees or expenses were incurred at the request of the Borrower or such insurer; provided, however, that if in the written opinion of counsel to such Indemnitee an actual or potential material conflict of interest exists such that it is advisable for such Indemnitee to be represented by separate counsel, then the reasonable fees and expenses of any such separate counsel shall be borne by the Borrower. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Borrower pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion of the counsel appointed by the Borrower or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in this Section 2.12. Notwithstanding anything to the contrary contained herein, the Borrower shall not under any circumstances be liable with respect to any Expenses or series of related Expenses for the fees and expenses of more than one counsel for all Indemnitees. To the extent that an Expense indemnified by the Borrower under this Section 2.12 is in fact paid in full by the Borrower or an insurer under a policy of insurance maintained by the Borrower, the Borrower or such insurer, as the case may be, shall, without any further action, be subrogated to the rights and remedies of the Indemnitee on whose behalf such Expense was paid (other than rights of such Indemnitee under insurance policies maintained at its own expense) with respect to the transaction or event giving rise to such Expense. Such Indemnitee shall give such further assurances or agreements and shall cooperate with the Borrower or such insurer, as the case may be, to permit the Borrower or such insurer to pursue such rights and remedies, if any, to the extent reasonably requested by the Borrower and at the Borrower’s expense. So long as no Material Default or Event of Default shall have occurred and be continuing, should an Indemnitee receive any Taxes that represent losses, damages, etc. arising payment from any nonparty other than the Borrower or its insurers, in whole or in part, with respect to any Expense previously paid in full by the Borrower or its insurers hereunder, it shall promptly pay over to the Borrower the amount received (but not an amount in excess of the amount the Borrower or any of its insurers has paid in respect of such Expense). Nothing set forth in this Section 2.12 shall constitute a guarantee by the Borrower that the Aircraft shall at any time have any particular value, useful life or residual value. Each of the Lenders agrees that the provisions of Section 2.11 constitute its sole remedy for the reimbursement of Increased Costs described therein and that nothing in this Section 2.12 shall constitute an indemnity for any Increased Cost or any cost or loss or reduction in rate of return in the nature of an Increased Cost. Notwithstanding anything to the contrary in this Section 2.12, in no event will an Indemnitee be required to pay any amount to the Borrower pursuant to this Section 2.12 the payment of which would place the Indemnitee in a less favorable net after-Tax claimposition than the Indemnitee would have been in if the event or circumstance giving rise to such obligation had not occurred. No provision of this Agreement shall be construed to require an Indemnitee to provide copies of its tax returns or any other information in respect of its tax returns or reporting positions that such Indemnitee considers confidential. No provision of this Agreement shall interfere with the right of any Indemnitee to arrange its tax or any other affairs in whatever manner it thinks fit. To the extent permitted by applicable law, interest at the Default Rate shall be paid, on demand, on any amount or indemnity not paid when due pursuant to this Section 2.12 until the same shall be paid. Such interest shall be paid in the same manner as the unpaid amount in respect of which such interest is due.

General Indemnity. In addition to each Loan PartyObligor’s other Obligations under this AgreementIndenture, each Loan Party Obligor agrees to, jointly and severally, defend, protect, indemnify and hold harmless each Agent the Trustee and each Lender Holder (including Holders of Conru/Xxxxxxxx Definitive Securities) and all of their respective Related Parties officers, directors, employees, attorneys, consultants and agents (collectively called the “Indemnitees”) from and against any and all losses, damages, liabilities, obligations, penalties, fees, reasonable and documented out-of-pocket costs and expenses (including, without limitation, reasonable and documented out-of-pocket attorneys’ fees, costs and expenses of (i) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)expenses) incurred by such Indemnitees, whether prior to or from and after the Effective Issue Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the following: (i) the negotiation, preparation, execution or performance or enforcement of this AgreementIndenture, any other Loan Note Document or of any other document executed in connection with the transactions contemplated by this AgreementIndenture, (ii) any Agentthe Trustee’s or any LenderHolder’s furnishing of funds to the Borrower Issuers under this Agreement Indenture or the other Loan Note Documents, including, without limitation, the management of any such Loans or the Borrower’s use of the proceeds thereof, (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement Indenture or the other Loan Note Documents or by any document executed in connection with the transactions contemplated by this Agreement Indenture or the other Loan Note Documents, or (viv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”); provided, however, that the Loan Parties Obligors shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter caused by the negligence, gross negligence or willful misconduct of such Indemnitee (Indemnitee, as determined by a final non-appealable judgment of a court of competent jurisdiction) that do not involve an act or omission by any Loan Party or any Subsidiary or Affiliate thereof. This Section 12.15(a) shall not apply with respect to Taxes other than any Taxes that represent losses, damages, etc. arising from any non-Tax claim.

General Indemnity. In addition to each Loan Party’s other Obligations under this Agreement, each Loan Party agrees toEach Company Stockholder agrees, jointly and severally, defendto indemnify, protect, indemnify defend and hold harmless U.S. Filter, Acquisition Subsidiary, the Company, each Agent Subsidiary and any director, officer, employee, agent or representative of U.S. Filter, Acquisition Subsidiary, each Lender Subsidiary and all of their respective Related Parties the Company (excluding, however, the Stockholders) (collectively called the “"Indemnitees”" and individually, an "Indemnitee") from harmless against, and against in respect of, any and all lossesClaims suffered by or asserted against any of the Indemnitees following the Closing Date resulting from, damages, liabilities, obligations, penalties, fees, reasonable and documented out-of-pocket costs and expenses (including, without limitation, reasonable and documented out-of-pocket costs and expenses relating to or arising out of (i) one outside counsel and one local counsel to the Agents and breach by the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) incurred by such Indemnitees, whether prior to Company or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or Stockholders of any other document executed of the representations, warranties, covenants or agreements contained in connection with the transactions contemplated by or made pursuant to this Agreement, (ii) the operations of the Company and the Subsidiaries prior to the date hereof, including any Agent’s and all agreements, whether written or oral, to which the Company or any Lender’s furnishing Subsidiary is or was a party, (iii) the alleged or actual violation of funds any Law, rule or regulation, prior to the Borrower under this Agreement or Closing, by the other Loan Documents, Stockholders including, without limitation, the management of any such Loans or the Borrower’s use of the proceeds thereof, (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein providedEnvironmental Law, (iv) any matter relating to the financing transactions contemplated by this Agreement generation, use, transportation, treatment, storage, release or disposal, before the other Loan Documents or by any document executed in connection with Closing, of Hazardous Substances at the transactions contemplated by this Agreement or the other Loan Documents, Real Property or (v) the presence of Hazardous Substances or the existence of an Environmental Condition at the Real Property which was present at such property or facility at any claim, litigation, investigation time on or proceeding relating prior to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”); provided, however, that the Loan Parties Closing. The Escrow Shares shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter caused be held by the gross negligence or willful misconduct escrow agent pursuant to the Escrow Agreement until the later of (i) the first anniversary of this Agreement and (ii) the date that all Claims made by U.S. Filter prior to such Indemnitee (as determined by a final non-appealable judgment of a court of competent jurisdiction) that do not involve an act or omission by any Loan Party or any Subsidiary or Affiliate thereoffirst anniversary have been finally resolved. This Section 12.15(a) shall not apply Company Stockholders will have no liability with respect to Taxes other than the matters described in clauses (i)-(v) of this Section 7.2(a) unless the damages incurred by the Indemnitees with respect to the matters in clause (i)-(v) shall exceed US$250,000 (the "Threshold") on a cumulative basis, at which time Company Stockholders shall be liable to Indemnitees for the total amount of such damages without regard to the Threshold. In no event shall Company Stockholders' aggregate liability to the Indemnitees for all matters indemnified under this Section 7.2(a) exceed the amount of the Escrow Shares and the sole recourse for any Taxes that represent losses, damages, etc. arising from any non-Tax claimCompany Stockholder liability shall be to the Escrow Shares.

General Indemnity. In addition to Each Borrower and each Loan Party’s other Obligations under this AgreementSecurity Guarantor shall, each Loan Party agrees toat its sole cost and expense, jointly and severallyprotect, defend, protectindemnify, indemnify release and hold harmless each Agent and each Lender and all of their respective Related Parties Indemnitees (collectively called the “Indemnitees”defined below) from and against any and all lossesclaims, damagessuits, liabilities, obligations, penalties, fees, reasonable and documented out-of-pocket costs and expenses liabilities (including, without limitation, reasonable strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, and documented out-of-pocket costs and expenses of (i) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) awards actually incurred by such IndemniteesLender Indemnitees (including but not limited to reasonable third-party attorneys’ fees and other costs of defense), whether prior to or from and after the Effective Datebut excluding all punitive, whether direct, indirect or consequential, as a result special and treble damages except to the extent actually incurred by any Lender Indemnitees to an unrelated third party (collectively, the “Losses”) that may be imposed upon or incurred by or asserted against any Lender Indemnitees and directly or indirectly arising out of or arising from or in any way relating to any one or in connection with any more of the following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or of any other document executed in connection with the transactions contemplated by this Agreement, (iia) any Agent’s breach by Borrower and/or Security Guarantor of its obligations under, or any Lender’s furnishing of funds to the material misrepresentation by Borrower under and/or Security Guarantor contained in, this Agreement or the other Loan Documents, including, without limitation, ; (b) the management of any such Loans use or the Borrower’s intended use of the proceeds thereofof the Loan; (c) ownership of the Security Instrument, the Debenture, the Property or any interest therein or receipt of any Rents; (iiid) any amendment to, or restructuring of, the Agents Debt, and the Lenders relying on Note, this Agreement, the Security Instrument, the Debenture, or any instructions other Loan Documents; (e) any and all lawful action that may be taken by Agent not in contravention of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by enforcement of the provisions of this Agreement Agreement, the Security Instrument, the Security Guaranty, the Note or any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with Borrower, any guarantor or indemnitor and/or any partner, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (vf) any claimaccident, litigationinjury to or death of persons or loss of or damage to property occurring in, investigation on or proceeding relating about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (g) any use, nonuse or condition in, on or about the Property; (h) [intentionally omitted]; (i) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (j) the failure of any person to file timely with the Internal Revenue Service an accurate Form 1099-S, Proceeds from Real Estate Transactions, or Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate Broker and Barter Exchange Transactions, which may be required in connection with the Security Instrument, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which the Security Instrument is made; (k) any failure of the Property to be in compliance with any Legal Requirements; (l) the enforcement by any Lender Indemnitees of the provisions of this Section 11.13; (m) any and all claims and demands whatsoever which may be asserted against Agent and/or Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the foregoingterms, whether covenants, or not agreements contained in any Indemnitee is a party thereto Lease; or (collectivelyn) the payment of any commission, charge or brokerage fee to anyone claiming through Borrower and/or Security Guarantor which may be payable in connection with the “Indemnified Matters”)funding of the Loan; ; provided, however, that the Loan Parties neither Borrower nor Security Guarantor shall not have any obligation to any Indemnitee under this subsection the Lender Indemnitees hereunder to the extent that such Losses arise (ai) for any Indemnified Matter caused by from the gross negligence negligence, illegal acts, fraud or willful misconduct of such Indemnitee the Lender Indemnitees, (as determined ii) to the extent any of the foregoing relate to the period subsequent to (A) the acceptance by a final non-appealable judgment Agent, any Lender or their designee of a court deed-in-lieu of competent jurisdiction) that do not involve an act or omission by any Loan Party or any Subsidiary or Affiliate thereof. This Section 12.15(a) shall not apply foreclosure with respect to Taxes other than the Property, or (B) the foreclosure of any Taxes that represent lossesSecurity Instrument (with respect to such Property), damages, etc. arising or (iii) from any non-Tax claimclaims and/or actions solely between the Lenders and/or Agent. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower and/or Security Guarantor shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Losses incurred by the Lender Indemnitees. Any amounts payable to Agent and/or Lender by reason of the application of this Section 11.13 shall become immediately due and payable and shall bear interest at the Default Rate from the date loss or damage is sustained by Lender Indemnitees until paid.

General Indemnity. In addition to each Loan the Company's agreement to reimburse CIT for Out-of-Pocket Expenses, but without duplication, the Company hereby agrees to indemnify CIT and its officers, directors, employees, attorneys and agents (each, an "Indemnified Party’s other Obligations under this Agreement") from, each Loan Party agrees to, jointly and severally, defend, protect, indemnify to defend and hold each Indemnified Party harmless each Agent and each Lender and all of their respective Related Parties (collectively called the “Indemnitees”) from and against against, any and all losses, damages, liabilities, obligations, claims, actions, judgments, suits, damages, penalties, costs, fees, reasonable and documented out-of-pocket costs and expenses (includingincluding reasonable attorney's fees) of any kind or nature which at any time may be imposed on, without limitationincurred by, reasonable and documented out-of-pocket costs and expenses of or asserted against, any Indemnified Party: (ia) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) incurred by such Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of CIT's exercise of (or arising from or relating failure to or in connection with exercise) any of the following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or of any other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent’s or any Lender’s furnishing of funds to the Borrower under this Agreement or the other Loan DocumentsCIT's rights and remedies hereunder, including, without limitation, (i) any sale or transfer of the management Collateral, (ii) the preservation, repair, maintenance, preparation for sale or securing of any such Loans or the Borrower’s use of the proceeds thereofCollateral, and (iii) the Agents and defense of CIT's interests in the Lenders relying on Collateral (including the defense of claims brought by the Company, as a debtor-in-possession or otherwise, any instructions secured or unsecured creditors of the Borrower Company, or the handling any trustee or receiver in bankruptcy); (b) as a result of the Collateral as herein providedany environmental pollution, (iv) any matter hazardous material or environmental clean up relating to the financing transactions contemplated by this Agreement Company's operation and use of its leased premises; (c) arising from or relating to (i) the other Loan Documents maintenance and operation of any Depository Account, (ii) any Depository Account Control Agreements and (iii) any action taken (or failure to act) by any document executed Indemnified Party with respect thereto; (d) in connection with any regulatory investigation or proceeding by any regulatory authority or agency having jurisdiction over the Company; and (e) otherwise relating to or arising out of the transactions contemplated by this Financing Agreement or and the other Loan Documents, or any action taken (vor failure to act) by any claim, litigation, investigation or proceeding relating to Indemnified Party with respect thereto; provided that an Indemnified Party's conduct in connection with the any of the foregoing, whether or foregoing matters does not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”); provided, however, that the Loan Parties shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter caused by the constitute gross negligence or willful misconduct of such Indemnitee (misconduct, as finally determined by a final non-appealable judgment of a court of competent jurisdiction) that do not involve an act or omission by any Loan Party or any Subsidiary or Affiliate thereof. This Section 12.15(a) indemnification shall not apply survive the termination of this Financing Agreement and the payment and satisfaction of the Obligations. CIT may from time to time establish Availability Reserves with respect to Taxes other than any Taxes that represent lossesthis indemnity as CIT may deem advisable in the exercise of its reasonable business judgment, damagesand upon termination of this Financing Agreement, etc. arising from any non-Tax claimCIT may hold such reserves as cash reserves as security for this indemnity.

General Indemnity. In addition to Obligors shall indemnify each Loan Party’s other Obligations under this AgreementIndemnitee (and any sub agent of Agent) against, each Loan Party agrees to, jointly and severally, defend, protect, indemnify and hold each Indemnitee harmless each Agent and each Lender and all of their respective Related Parties (collectively called the “Indemnitees”) from and against from, any and all losses, claims, damages, liabilities, obligations, penalties, liabilities and related expenses (including the fees, reasonable charges and documented out-disbursements of one outside counsel for Agent (plus one local counsel for Agent in each jurisdiction of formation or organization of any Obligor), and one outside counsel retained by Lenders or any steering committee or similar group acting on behalf of Lenders as a group (and such additional counsel as Agent, any Lender, any group of Lenders or any such steering committee determines in good faith are necessary in light of actual or potential conflicts of interest or the availability of different claims or defenses)) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Borrower or any other Obligor arising out of-pocket costs and expenses (including, without limitationin connection with, reasonable and documented out-of-pocket costs and expenses or as a result of (i) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) incurred by such Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the following: (i) the negotiation, preparation, execution or performance or enforcement delivery of this Agreement, any other Loan Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of any other document executed in connection with their respective obligations hereunder or thereunder, the consummation of the transactions contemplated by hereby or thereby, or, in the case of Agent Indemnitees only, the administration of this AgreementAgreement and the other Credit Documents, (ii) any Agent’s Loan or any Lender’s furnishing Letter of funds to the Borrower under this Agreement Credit or the other Loan Documents, including, without limitation, the management of any such Loans use or the Borrower’s proposed use of the proceeds thereoftherefrom (including any refusal by Issuing Bank to honor a demand for payment under any Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of the Letter of Credit), (iii) the Agents and the Lenders relying any actual or alleged presence or release of Hazardous Materials on or from any instructions of the Borrower property owned or the handling of the Collateral as herein providedoperated by any Obligor, or any Environmental Liability related in any way to any Obligor, or (iv) any matter relating to the financing transactions contemplated by this Agreement actual or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (v) any prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or not any other theory, whether brought by a third party or by any Borrower or any other Obligor, and regardless of whether any Indemnitee is a party thereto (collectivelythereto, in all cases, whether or not caused by or arising, in whole or in part, out of the “Indemnified Matters”)comparative, contributory or sole negligence of the Indemnitee; providedprovided that such indemnity shall not, however, that the Loan Parties shall not have any obligation as to any Indemnitee under this subsection Indemnitee, (aA) for any Indemnified Matter caused be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by a Borrower or any other Obligor against an Indemnitee for material breach or breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Document, if such Borrower or such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a final non-appealable judgment of a court of competent jurisdictionjurisdiction or (B) that do not involve an act or omission by include any Loan Party or allocated costs of internal counsel for any Subsidiary or Affiliate thereofsuch Indemnitee. This Section 12.15(a) 13.2 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. The liability for Taxes (including Other Taxes incurred as a result of the execution, delivery, issuance or recording of any Credit Documents or the creation or repayment of any Obligations) shall be determined in accordance with the provisions of Sections 5.8 and 5.9.

General Indemnity. In addition to each Loan Partythe Company’s other Obligations under this Agreementagreement to reimburse the Lender for Out-of-Pocket Expenses, but without duplication, each Loan Credit Party agrees to, hereby jointly and severallyseverally agrees to indemnify the Lender, defendand each of its respective officers, protectdirectors, indemnify employees, members, attorneys and agents (each, an “Indemnified Party”) from, and to defend and hold each Indemnified Party harmless each Agent and each Lender and all of their respective Related Parties (collectively called the “Indemnitees”) from and against against, any and all losses, damages, liabilities, obligations, claims, actions, judgments, suits, damages, penalties, costs, fees, reasonable and documented out-of-pocket costs and 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 the Lender’s exercise of (or failure to exercise) any of its respective rights and remedies hereunder, including, without limitation, reasonable and documented out-of-pocket costs and expenses of (i) one outside counsel and one local counsel to any sale or transfer of the Agents and the Related Parties in each relevant jurisdiction and Collateral, (ii) one outside counsel the preservation, repair, maintenance, preparation for sale or securing of any Collateral, and one local counsel to (iii) the other Indemnitees defense of the Lender’s interests in the Collateral (taken including the defense of claims brought by any Credit Party, as a wholedebtor-in-possession or otherwise, any secured or unsecured creditors of such Credit Party, or any trustee or receiver in bankruptcy); (b) in each relevant jurisdiction (and, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) incurred by such Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of any environmental violation, pollution, hazardous material or environmental response, removal or remedial action relating to the Real Estate, any Credit Party’s operation and use of the Real Estate, and such Credit Party’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 regulatory investigation or proceeding by any regulatory authority or agency having jurisdiction over any Credit Party; and (e) otherwise relating to or arising out of the 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 any of the following: (i) the negotiationforegoing matters does not constitute gross negligence, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or of any other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent’s or any Lender’s furnishing of funds to the Borrower under this Agreement or the other Loan Documents, including, without limitation, the management of any such Loans or the Borrower’s use of the proceeds thereof, (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (v) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”); provided, however, that the Loan Parties shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter caused by the gross negligence bad faith or willful misconduct of such Indemnitee (misconduct, as finally determined by a final non-appealable judgment of a court of competent jurisdiction) that do not involve an act or omission by any Loan Party or any Subsidiary or Affiliate thereof. This Section 12.15(a) indemnification shall not apply with respect to Taxes other than any Taxes that represent losses, damages, etc. arising from any non-Tax claimsurvive the termination of this Financing Agreement and the payment and satisfaction of the Obligations.

General Indemnity. In addition to each Loan Party’s other Obligations under this Agreement, each Loan Party agrees toThe Sponsors, jointly and severally, defendhereby agree to indemnify, protectexonerate, indemnify and hold harmless each Agent the Agent, the Security Agent, and the Paying Agent, and each Lender of the officers, directors, employees of the Agent, the Security Agent, and all of their respective Related Parties the Paying Agent (herein collectively called the “"Indemnitees”") free and harmless from and against any and all actions, claims, ----------- losses, liabilities, damages, liabilitiesand expenses, obligations, penalties, fees, reasonable and documented out-of-pocket costs and expenses (including, without limitation, reasonable and documented out-of-pocket costs legal fees and expenses of (i) one outside counsel and one local counsel to herein collectively called the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and"Indemnified ----------- Liabilities"), in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) which may be incurred by such Indemnitees, whether prior to or from and after asserted against the Effective Date, whether direct, indirect Indemnitees or consequential, ----------- any Indemnitee as a result of of, or arising from out of, or relating to to, or in connection with any of the following: with: (i) the negotiation, preparation, execution or performance or enforcement of failure by either Sponsor to comply with its respective obligations under this Agreement, any other the Sponsors' Guaranty, the Sponsors' Loan Document or Agreement and the Revolving Loan Facility Agreement (subject, in the case of any other document executed in connection with Indemnified Liabilities arising from Article ------- XIII, to the transactions contemplated by this Agreement, provisions of Section 13.6); ---- ------------ (ii) the inaccuracy by either Sponsor of any Agent’s of its representations and 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 (provided that AMD Inc. shall have no liability under this Section 14.2 in ------------ respect of any Lender’s furnishing inaccuracy by AMD Holding of funds the representation and warranty contained in Section 12.2 (ix)); and ----------------- (iii) any investigation, litigation, or proceeding related to the Borrower under this Agreement or the other Loan Documents, including, without limitation, the management consummation of any such Loans or the Borrower’s use of the proceeds thereof, (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (v) any claim, litigation, investigation or proceeding relating to any of the foregoinghereby, whether or not any such Indemnitee is a party thereto (collectivelythereto, and, to the extent that the foregoing undertaking may be unenforceable for any reason, the “Sponsors, jointly and severally, hereby agree to make the maximum contribution to the payment and satisfaction of each of the Indemnified Matters”); provided, however, that the Loan Parties shall not have any obligation to any Indemnitee Liabilities which is permissible under this subsection (a) for any Indemnified Matter caused by the gross negligence or willful misconduct of such Indemnitee (as determined by a final non-appealable judgment of a court of competent jurisdiction) that do not involve an act or omission by any Loan Party or any Subsidiary or Affiliate thereof. This Section 12.15(a) shall not apply with respect to Taxes other than any Taxes that represent losses, damages, etc. arising from any non-Tax claimapplicable law.

General Indemnity. In addition to each Loan Party’s 's other Obligations under this Agreement, each Loan Party agrees to, jointly and severally, defend, protect, indemnify and hold harmless each Agent and the Agent, each Lender and the L/C Issuer and all of their respective Related Parties officers, directors, employees, attorneys, consultants and agents (collectively called the “"Indemnitees”") from and against any and all losses, damages, liabilities, obligations, penalties, fees, reasonable and documented out-of-pocket costs and expenses (including, without limitation, reasonable and documented out-of-pocket attorneys' fees, costs and expenses of (i) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)expenses) incurred by such Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or of any other document executed in connection with the transactions contemplated by this Agreement, (ii) any the Agent’s 's or any Lender’s 's furnishing of funds to the Borrower Borrowers or the L/C Issuer's issuing of Letters of Credit for the account of the Borrowers under this Agreement or the other Loan Documents, including, without limitation, the management of any such Loans Loans, the Reimbursement Obligations or the Borrower’s use Letter of the proceeds thereofCredit Obligations, (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, (iv) any claims, liabilities or losses with respect to or resulting from any omission of any Loan Party to pay or delay in paying any taxes, fees or similar impositions to be paid by it or (v) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “"Indemnified Matters”"); provided, however, that the Loan Parties shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter caused by the gross negligence or willful misconduct of such Indemnitee (Indemnitee, as determined by a final non-appealable judgment of a court of competent jurisdiction) that do not involve an act or omission by any Loan Party or any Subsidiary or Affiliate thereof. This Section 12.15(a) shall not apply with respect to Taxes other than any Taxes that represent losses, damages, etc. arising from any non-Tax claim.

General Indemnity. In addition to each Domestic Loan Party’s 's other Obligations under this Agreement, each Domestic Loan Party agrees to, jointly and severally, defend, protect, indemnify and hold harmless each Agent and Agent, each Lender and the L/C Issuer and all of their respective Related Parties officers, directors, employees, attorneys, consultants and agents (collectively called the “"Indemnitees”") from and against any and all losses, damages, liabilities, obligations, penalties, fees, reasonable and documented out-of-pocket costs and expenses (including, without limitation, reasonable and documented out-of-pocket attorneys' fees, costs and expenses of (i) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)expenses) incurred by such Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or of any other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent’s 's or any Lender’s 's furnishing of funds to the Borrower Borrowers or the L/C Issuer's issuing of Letters of Credit for the account of the Borrowers under this Agreement or the other Loan Documents, including, without limitation, the management of any such Loans Loans, the Reimbursement Obligations or the Borrower’s use Letter of the proceeds thereofCredit Obligations, (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (viv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “"Indemnified Matters”"); provided, however, that the Loan Parties shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter caused by the gross negligence or willful misconduct of such Indemnitee (Indemnitee, as determined by a final non-appealable judgment of a court of competent jurisdiction) ; provided further, that do not involve an act or omission by any Loan Party or any Subsidiary or Affiliate thereof. This Section 12.15(a) the foregoing indemnity from the B Borrower shall not only apply with respect to Taxes other than any Taxes that represent losses, damages, etc. such Indemnified Matters arising from any non-Tax claimor relating to the B Obligations.

General Indemnity. In addition to each Loan Party’s other Obligations under this Agreement, each Loan Party agrees to, jointly and severally, defend, protect, indemnify and hold harmless each Agent and Agent, each Lender and the L/C Issuer and all of their respective Related Parties officers, directors, members, partners, employees, attorneys, consultants and agents (collectively called the “”Indemnitees”) from and against any and all losses, damages, liabilities, obligations, penalties, fees, reasonable and documented out-of-pocket costs and expenses (including, without limitation, reasonable and documented out-of-pocket attorneys’ fees, costs and expenses of (i) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)expenses) incurred by such Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or of any other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent’s or any Lender’s furnishing of funds to the Borrower or the L/C Issuer’s issuing of Letter of Credit Accommodations for the account of the Borrower under this Agreement or the other Loan Documents, including, without limitation, the management of any such Loans or the Borrower’s use Letter of the proceeds thereofCredit Obligations, (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (viv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “”Indemnified Matters”); provided, however, that the Loan Parties shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter (x) to any Indemnitee caused by the gross negligence or willful misconduct of such Indemnitee (Indemnitee, as determined by a final non-appealable judgment of a court of competent jurisdictionjurisdiction or (y) that do not involve an act to any Lender or omission by any Loan Party or any Subsidiary or Affiliate thereof. This Section 12.15(a) shall not apply with respect to Taxes other than any Taxes that represent losses, damages, etc. its Indemnitees arising directly from any non-Tax claimaction solely between or among the Lenders.

General Indemnity. In addition (a) Subject to each Loan Party’s the limitations and other Obligations under provisions of Article X and this AgreementArticle XI, each Loan Party agrees to, jointly the Seller and severally, defend, protect, the Physician Stockholders agree to indemnify and hold harmless each Agent the Purchaser, its respective Affiliates (including, after the Effective Time, the Company) and each Lender the successors and assigns of all of them, including Persons providing financing to the Purchaser in their respective Related Parties (collectively called capacity as successors or assigns of the “Indemnitees”) from Purchaser, from, against and against in respect of any and all lossesLosses resulting from, damages, liabilities, obligations, penalties, fees, reasonable and documented out-of-pocket costs and expenses (including, without limitation, reasonable and documented out-of-pocket costs and expenses incurred in connection with or arising out of (i) one outside counsel and one local counsel to any breach or alleged breach of any representation, warranty, covenant or agreement of the Agents and Seller, the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to Company or the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, Physician Stockholders contained herein or made in the event of a conflict, between Transaction Documents and any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) incurred by such Indemnitees, whether prior to actual or from and after the Effective Date, whether direct, indirect threatened action or consequential, as a result of or arising from or relating to or proceeding in connection with any of the following: (i) the negotiation, preparation, execution breach or performance or enforcement of this Agreement, any other Loan Document or of any other document executed in connection with the transactions contemplated by this Agreementalleged breach, (ii) any Agent’s the conduct of the conduct of the operations of the Company or any Lender’s furnishing of funds the Seller on or prior to the Borrower under this Agreement or the other Loan Documents, including, without limitation, the management of any such Loans or the Borrower’s use of the proceeds thereofEffective Time, (iii) the Agents and the Lenders relying on any instructions liability for Taxes (x) of the Borrower or the handling Company, (y) incurred by reason of the Collateral Company being severally liable (pursuant to Treasury Regulation Section 1.1502-6, any analogous state, local, or foreign provision, or otherwise), in whole or in part, for any Tax of any affiliated group (as herein provideddefined in Section 1504(a) of the Code or any analogous state, local or foreign provision), with respect to which the Company or any predecessor thereof may be or have been an includible corporation (as defined in Sections 1504(b) and (c) of the Code or such analogous state, local or foreign provision) (an "Affiliated Group"), (z) of any Person other than the Company for which the Company has liability as a transferee or successor, by contract or otherwise; and (iv) any matter relating to liabilities of the financing transactions contemplated by this Agreement Company, the Seller or their respective subsidiaries and related Liens not set forth on Schedule 4.15 or 4.25 or reflected in either the Company's Financial Statements or the other Loan Documents or Seller's Financial Statements. The indemnification obligations to be borne by a Physician Stockholder shall be limited to his pro rata portion of such obligations based on his equity interest in the Practice. The Purchaser and the Merger Sub shall indemnify and hold harmless the Physician Stockholders, the Seller, their Affiliates and their successors and assigns from, against and in respect of any document executed and all Losses resulting from, incurred in connection with or arising out of any breach or alleged breach of any representation, warranty, covenant or agreement of the transactions contemplated by this Agreement Purchaser and any actual or the other Loan Documents, or (v) any claim, litigation, investigation threatened action or proceeding in connection therewith. The party or parties being indemnified are referred to herein as the "Indemnitee" and the indemnifying party is referred to herein as the "Indemnitor". (b) No claim for indemnification under Section 11.01(a) (other than indemnification claims relating to Recoupment Claims payable to a Governmental Authority) may be brought by the Purchaser unless and until the aggregate dollar amount of all Losses sought by the Purchaser to be indemnified against under such aforesaid Section equals or exceeds 50 $50,000, in which event the Purchaser may assert all such claims and the Seller and the Physician Stockholders shall be responsible for, and shall hold the Purchaser harmless from, any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”)and all such Losses; provided, further, however, that the Loan Parties shall not maximum liability that the Seller and the Physician Stockholders may have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter caused by the gross negligence or willful misconduct of such Indemnitee (as determined by a final non-appealable judgment of a court of competent jurisdiction) that do not involve an act or omission by any Loan Party or any Subsidiary or Affiliate thereof. This Section 12.15(a) shall not apply with respect to Taxes claims for indemnification under Section 11.01(a) will be an amount equal to the Merger Consideration, other than with respect to matters involving fraud, willful misconduct or bad faith. In determining the amount of the Merger Consideration, the Common Stock Consideration shall be valued based on the closing sales price of the Common Stock on The Nasdaq National Market on the trading day immediately preceding the Closing Date and the Preferred Stock shall be valued based on its liquidation preference. (c) Any Losses payable by the Seller and the Physician Stockholders to the Purchaser pursuant to Section 11.01(a) may be payable, in the sole discretion of the payor, (i) in cash in immediately available funds, (ii) in shares of Common Stock valued based on the closing sales price of the Common Stock on The Nasdaq National Market on the trading day immediately preceding the Closing Date or (iii) in Preferred Stock valued at its liquidation preference. Notwithstanding the foregoing, any Taxes that represent losses, damages, etc. arising from any non-Tax claimLosses payable by the Seller and the Physician Stockholders to the Purchaser in respect of which the Purchaser made or otherwise incurred a cash expenditure shall be paid in cash in immediately available funds by the Seller and the Physician Stockholders.

General Indemnity. In addition Without limiting any other rights which any such Person may have hereunder or under applicable Law, the Seller agree to each Loan Party’s other Obligations under this Agreement, each Loan Party agrees to, jointly and severally, defend, protect, indemnify and hold harmless the Collateral Agent, the Administrative Agent, each Agent and Purchaser, each Lender and all Purchaser Agent, each other Affected Party, each of their respective Related Parties Affiliates, and all members, managers, directors, shareholders, officers, employees, and attorneys, or agents of any of the foregoing (collectively called the each an “IndemniteesIndemnified Party”) ), forthwith on demand, from and against any and all damages, losses, damagesclaims, liabilities, obligationsand related costs and expenses, penalties, fees, including reasonable and documented out-of-pocket costs attorneys’ fees and expenses disbursements (including, without limitation, reasonable and documented out-of-pocket costs and expenses of (i) one outside counsel and one local counsel subject to the Agents limitations in respect of attorneys’ fees and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, disbursements set forth in the event of a conflict, between any relevant Secured Parties, conflicts counsel proviso to Section 13.6) but excluding Taxes (indemnification for each set of similarly situated Secured Partieswhich shall be governed by Section 3.3(e)) (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by such Indemniteesany of them arising out of, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or of any other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent’s or any Lender’s furnishing of funds to the Borrower under this Agreement or the other Loan Transaction Documents, including, without limitation, the management any of any such Loans or the Borrower’s use of the proceeds thereof, (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement hereby or thereby, or the other Loan Documentsownership, maintenance or funding, directly or indirectly, of the Pool Receivables or Related Assets (vor any portion thereof) any claim, litigation, investigation or proceeding otherwise arising out of or relating to or resulting from the actions or inactions of any ADT Entity, the Servicer or any of the foregoingtheir respective Affiliates, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”); provided, however, that notwithstanding anything to the Loan Parties shall not have any obligation contrary in this Article XII, excluding Indemnified Amounts solely to any Indemnitee under this subsection (a) for any Indemnified Matter caused by the extent resulting from the fraud, bad faith, gross negligence or willful misconduct on the part of such Indemnitee (Indemnified Party as determined by a final non-appealable judgment of by a court of competent jurisdiction. Without limiting the generality of the foregoing but subject to the express limitations set forth in this Section 12.1, the Seller shall indemnify and hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to, or resulting from: (i) that do not involve an act the transfer by the Seller of any interest in any Pool Receivable or omission Related Asset; (ii) any representation or warranty made by the Seller under or in connection with any Loan Party Transaction Document, any Purchase Request, any Information Package, or any Subsidiary other information or Affiliate thereof. This Section 12.15(areport delivered by or on behalf of the Seller pursuant hereto, which shall have been untrue, false, or incorrect when made or deemed made; (iii) shall not apply the failure of the Seller to comply with the terms of 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 of an enforceable perfected ownership interest, or 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 78 applicable jurisdiction or under any other applicable Laws with respect to Taxes any Pool Receivable whether at the time of any Purchase or at any time thereafter; (vi) any suit or claim related to the Pool Receivables 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 Receivable); (vii) failure by the Seller 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 Seller to timely collect and remit 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; (xi) any failure of the Seller, or ADT to assign any Pool Receivable or Related Asset as contemplated under the Transaction Documents; or the violation or breach by any ADT Entity of any confidentiality provision, or of any similar covenant of non-disclosure, with 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 any Omnibus Account, Collection Account, Lock-box, Lock-box Account, Collections, Receivable, Service Charge Receivable, or any related Contract or any portion or proceeds thereof, including, without limitation, as a result of any portion of any such Omnibus Account, Collection Account, Lock-box, Lock-box Account, Collections, Receivable, Service Charge 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 the Obligor) of the Obligor to the payment of any Taxes that represent lossesPool Receivable in, damagesor purporting to be in, etc. arising the Receivables 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 terms), or any other claim resulting from any non-Tax claim.the sale of the merchandise or services related to such Receivable or the furnishing or failure to 79 SK 28677 0004 8494650 v1217

General Indemnity. In addition to Obligors shall indemnify each Loan Party’s other Obligations under this AgreementIndemnitee (and any sub agent of Agent) against, each Loan Party agrees to, jointly and severally, defend, protect, indemnify and hold each Indemnitee harmless each Agent and each Lender and all of their respective Related Parties (collectively called the “Indemnitees”) from and against from, any and all losses, claims, damages, liabilities, obligations, penalties, liabilities and related expenses (including the fees, reasonable charges and documented out-disbursements of one outside counsel for Agent (plus one local counsel for Agent in each jurisdiction of formation or organization of any Obligor), and one outside counsel retained by Lenders or any steering committee or similar group acting on behalf of Lenders as a group (and such additional counsel as Agent, any Lender, any group of Lenders or any such steering committee determines in good faith are necessary in light of actual or potential conflicts of interest or the availability of different claims or defenses)) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Borrower or any other Obligor arising out of-pocket costs and expenses (including, without limitationin connection with, reasonable and documented out-of-pocket costs and expenses or as a result of (i) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) incurred by such Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the following: (i) the negotiation, preparation, execution or performance or enforcement delivery of this Agreement, any other Loan Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of any other document executed in connection with their respective obligations hereunder or thereunder, the consummation of the transactions contemplated by hereby or thereby, or, in the case of Agent Indemnitees only, the administration of this AgreementAgreement and the other Credit Documents, (ii) any Agent’s Loan or any Lender’s furnishing Letter of funds to the Borrower under this Agreement Credit or the other Loan Documents, including, without limitation, the management of any such Loans use or the Borrower’s proposed use of the proceeds thereoftherefrom (including any refusal by Issuing Bank to honor a demand for payment under any Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of the Letter of Credit), (iii) the Agents and the Lenders relying any actual or alleged presence or release of Hazardous Materials on or from any instructions of the Borrower property owned or the handling of the Collateral as herein providedoperated by any Obligor, or any Environmental Liability related in any way to any Obligor, or (iv) any matter relating to the financing transactions contemplated by this Agreement actual or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (v) any prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or not any other theory, whether brought by a third party or by any Borrower or any other Obligor, and regardless of whether any Indemnitee is a party thereto (collectivelythereto, in all cases, whether or not caused by or arising, in whole or in part, out of the “Indemnified Matters”)comparative, contributory or sole negligence of the Indemnitee; providedprovided that such indemnity shall not, however, that the Loan Parties shall not have any obligation as to any Indemnitee under this subsection Indemnitee, (aA) for any Indemnified Matter caused be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a THIRD AMENDED AND RESTATED CREDIT AGREEMENT – Page 152 claim brought by a Borrower or any other Obligor against an Indemnitee for material breach or breach in bad faith of such Indemnitee's obligations hereunder or under any other Credit Document, if such Borrower or such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a final non-appealable judgment of a court of competent jurisdictionjurisdiction or (B) that do not involve an act or omission by include any Loan Party or allocated costs of internal counsel for any Subsidiary or Affiliate thereofsuch Indemnitee. This Section 12.15(a) 13.2 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. The liability for Taxes (including Other Taxes incurred as a result of the execution, delivery, issuance or recording of any Credit Documents or the creation or repayment of any Obligations) shall be determined in accordance with the provisions of Sections 5.8 and 5.9.

General Indemnity. In addition to each Loan Party’s 's other Obligations under this Agreement, each Loan Party agrees to, jointly and severally, defend, protect, indemnify and hold harmless each Agent and Agent, each Lender and Issuing Bank and all of their respective Related Parties officers, directors, employees, attorneys, consultants and agents (collectively called the “"Indemnitees”") from and against any and all losses, damages, liabilities, obligations, penalties, fees, reasonable and documented out-of-pocket costs and expenses (including, without limitation, reasonable and documented out-of-pocket attorneys' fees, costs and expenses of (i) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)expenses) incurred 140 by such Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or of any other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent’s 's or any Lender’s 's furnishing of funds to Borrowers or Issuing Bank's issuing of Letters of Credit for the Borrower account of Borrowers under this Agreement or the other Loan Documents, including, without limitation, the management of any such Loans Loans, Reimbursement Obligations or the Borrower’s use Letter of the proceeds thereofCredit Obligations, (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (viv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “"Indemnified Matters”"); providedPROVIDED, howeverTHAT, that the Loan Parties shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter caused by the gross negligence or willful misconduct of such Indemnitee (Indemnitee, as determined by a final non-appealable appeallable judgment of a court of competent jurisdiction) that do not involve an act or omission by any Loan Party or any Subsidiary or Affiliate thereof. This Section 12.15(a) shall not apply with respect to Taxes other than any Taxes that represent losses, damages, etc. arising from any non-Tax claim.

General Indemnity. In addition to each Loan Party’s other Obligations under this Agreement, each Loan Party agrees tothe agreement of the Companies, jointly and severally, defend, protect, indemnify and hold harmless each to reimburse the Agent and the Lenders for Out-of-Pocket Expenses, but without duplication, the Companies hereby jointly and severally agree to indemnify the Agent and the Lenders, and each Lender and all of their respective Related Parties officers, directors, employees, attorneys and agents (collectively called the “Indemnitees”each, an "Indemnified Party") from from, and against to defend and hold each Indemnified Party harmless against, any and all losses, damages, liabilities, obligations, claims, actions, judgments, suits, damages, penalties, costs, fees, reasonable and documented out-of-pocket costs and expenses (includingincluding reasonable attorney's fees) of any kind or nature which at any time may be imposed on, without limitationincurred by, reasonable and documented out-of-pocket costs and expenses of or asserted against, any Indemnified Party: (ia) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) incurred by such Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of the Agent's or arising from the Lenders, exercise of (or relating failure to or in connection with exercise) any of the following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or of any other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent’s or any Lender’s furnishing of funds to the Borrower under this Agreement or the other Loan Documentstheir respective rights and remedies hereunder, including, without limitation, (i) any sale or transfer of the management Collateral, (ii) the preservation, repair, maintenance, preparation for sale or securing of any such Loans or the Borrower’s use of the proceeds thereofCollateral, and (iii) the Agents and the Lenders relying on any instructions defense of the Borrower or the handling of Agent's interests in the Collateral (including the defense of claims brought by any Company, as herein provideda debtor-in-possession or otherwise, any secured or unsecured creditors of any Company, or any trustee or receiver in bankruptcy); (ivb) as a result of any matter environmental pollution, hazardous material or environmental clean-up relating to the financing transactions contemplated by this Agreement Real Estate, any Company's operation and use of the Real Estate, and any Company's off-site disposal practices; (c) arising from or relating to (i) the other Loan Documents maintenance and operation of any Depository Account, (ii) any Depository Account Control Agreements and (iii) any action taken (or failure to act) by any document executed Indemnified Party with respect thereto; (d) in connection with any regulatory investigation or proceeding by any regulatory authority or agency having jurisdiction over any Company; and (e) otherwise relating to or arising out of the transactions contemplated by this Financing Agreement or and the other Loan Documents, or any action taken (vor failure to act) by any claim, litigation, investigation or proceeding relating to Indemnified Party with respect thereto; provided that an Indemnified Party's conduct in connection with the any of the foregoing, whether or foregoing matters does not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”); provided, however, that the Loan Parties shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter caused by the constitute gross negligence or willful misconduct of such Indemnitee (misconduct, as finally determined by a final non-appealable judgment of a court of competent jurisdiction) that do not involve an act or omission by any Loan Party or any Subsidiary or Affiliate thereof. This Section 12.15(a) indemnification shall not apply survive the termination of this Financing Agreement and the payment and satisfaction of the Obligations. The Agent may from time to time establish Availability Reserves with respect to Taxes other than any Taxes that represent lossesthis indemnity as the Agent may deem advisable in the exercise of its reasonable business judgment, damagesand upon termination of this Financing Agreement, etc. arising from any non-Tax claimthe Agent may hold such reserves as cash reserves as security for this indemnity.

General Indemnity. In addition Without limiting any other rights which any such Person may have hereunder or under Applicable Law, but subject to each Loan Party’s other Obligations under this AgreementSections 12.1(b) and 13.5, each Loan Party Seller agrees to, jointly and severally, defend, protect, to indemnify and hold harmless Administrative Agent, each Agent 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 Lender and all of their respective Related Parties Affiliates, and all directors, members, managers, directors, shareholders, officers, employees and attorneys or agents of any of the foregoing (collectively called the each an “IndemniteesIndemnified Party”) ), forthwith on demand, from and against any and all damages, losses, damagesclaims, liabilities, obligations, penalties, fees, reasonable liabilities and documented out-of-pocket related costs and expenses (includingincluding all filing fees), without limitationincluding reasonable attorneys’, reasonable consultants’ and documented out-of-pocket costs accountants’ fees and expenses disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 4.3 (all of (ithe foregoing being collectively referred to as “Indemnified Amounts”) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) awarded against or incurred by such Indemniteesany of them arising out of, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with the Transaction Documents, any of the following: transactions contemplated thereby, or the ownership, maintenance or funding, directly or indirectly, of the Asset Interest (ior 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 negotiation, preparation, execution actions or performance or enforcement inactions of this AgreementSeller, any other Loan Document Originator, Servicer, CHS, Performance Guarantor or of any other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent’s or any Lender’s furnishing of funds party to the Borrower under this Agreement or the other Loan Documents, including, without limitation, the management of any such Loans or the Borrower’s use of the proceeds thereof, (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (v) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”)Transaction Document; provided, however, that notwithstanding anything to the Loan Parties contrary in this Article XII, in all events there shall not have be excluded from the foregoing indemnification any obligation damages, claims, losses, costs, expenses, liabilities or other Indemnified Amounts to any Indemnitee under this subsection the extent resulting from (ax) for any Indemnified Matter caused by the gross negligence or willful misconduct of such Indemnitee (an Indemnified Party as determined by in a final non-appealable judgment of by a court of competent jurisdictionjurisdiction or (y) that do not involve the failure of an act Account Debtor or omission Obligor to pay any sum due under its Pool Assets by any Loan Party reason of the financial or any Subsidiary credit condition of such Account Debtor or Affiliate thereof. This Section 12.15(a) shall not apply Obligor (including the occurrence of an Insolvency Event with respect to Taxes 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 hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to or 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 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 Sale Agreement and the grant of a security interest to Administrative Agent pursuant to this Agreement and to Seller pursuant to the 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 their respective officers or 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 any Transaction Document or any Applicable Law (including with respect to any Pool Asset or Related Assets), or the 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 the Pool Assets (and all Related Assets) against all Persons (including any bankruptcy trustee or similar Person); (vi) 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 Asset whether at the time of any Purchase or Reinvestment or at any time thereafter; (vii) any dispute, claim, offset 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 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 such Account Debtor or Obligor, 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 Pool 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 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 that represent losses(other than Excluded Taxes) imposed upon any Indemnified Party or upon or with respect to the Pool Assets, damagesall interest and penalties thereon or with respect thereto, etc. 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 funds or the funds of any other Person; (xv) any failure by Seller, CHS, any Originator, Performance 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, Seller, Servicer, 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 nonsuch violation or breach; or (xviii) any civil penalty or fine assessed by OFAC or any other Governmental Authority administering any Anti-Tax claimTerrorism Law, Anti-Corruption Law or Sanctions, and all reasonable costs and expenses (including reasonable documented legal fees and disbursements) incurred in connection with defense thereof by, any Indemnified Party in connection with the Transaction Documents as a result of any action of Seller, CHS, any Originator, Performance Guarantor or any of their respective Affiliates.

General Indemnity. In addition Without limiting any other rights which any such Person may have hereunder or under applicable law, the Transferor hereby agrees to indemnify each Loan Party’s other Obligations under this Agreementof the Agent, the Purchasers, the Enterprise Liquidity Support Provider, the Enterprise Credit Support Provider, Bank of America, each Loan Party agrees toof and Bank of America's Affiliates, jointly their respective successors, transferees, participants and severally, defend, protect, indemnify and hold harmless each Agent and each Lender assigns and all officers, directors, shareholders, controlling persons, employees and agents of their respective Related Parties any of the foregoing (collectively called the “Indemnitees”) each an "Indemnified Party"), forthwith on demand from and against any and all damages, losses, damagesclaims, liabilitiesliabilities and related costs and expenses, obligationsincluding 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, penaltiesexcluding, feeshowever, reasonable (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 documented 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 or measured by net income or any portion thereof), all interest and penalties thereon or with respect thereto, and all out-of-pocket costs and expenses (includingexpenses, without limitation, including the reasonable and documented out-of-pocket costs fees and expenses of (i) one outside counsel and one local counsel to in defending against the Agents and same, which may arise by reason of the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the purchase or ownership of any Undivided Interest, or any other Indemnitees (taken as a whole) in each relevant jurisdiction (and, interest in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) incurred by such Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to Pool Receivables or in connection with any of the following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or of any other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent’s or any Lender’s furnishing of funds to the Borrower under this Agreement or the other Loan Documents, including, without limitation, the management of goods which secure any such Loans or the Borrower’s use of the proceeds thereof, (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (v) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”); provided, however, that the Loan Parties shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter caused by the gross negligence or willful misconduct of such Indemnitee (as determined by a final non-appealable judgment of a court of competent jurisdiction) that do not involve an act or omission by any Loan Party or any Subsidiary or Affiliate thereof. This Section 12.15(a) shall not apply with respect to Taxes other than any Taxes that represent losses, damages, etc. arising from any non-Tax claimPool Receivables.

General Indemnity. In addition to each Loan Party’s other Obligations under this Agreement, each Loan Party agrees to, jointly and severally, defend, protect, indemnify and hold harmless each Agent and each Lender and all of their respective Related Parties (collectively called the “Indemnitees”) from and against any and all losses, damages, liabilities, obligations, penalties, fees, reasonable and documented out-of-pocket costs and expenses (including, without limitation, reasonable and documented out-of-pocket costs and expenses of (i) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) incurred by such Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or ​ relating to or in connection with any of the following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or of any other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent’s or any Lender’s furnishing of funds to the Borrower under this Agreement or the other Loan Documents, including, without limitation, the management of any such Loans or the Borrower’s use of the proceeds thereof, (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (v) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”); provided, however, that the Loan Parties shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter caused by the gross negligence or willful misconduct of such Indemnitee (as determined by a final non-appealable judgment of a court of competent jurisdiction) that do not involve an act or omission by any Loan Party or any Subsidiary or Affiliate thereof. This Section 12.15(a) shall not apply with respect to Taxes other than any Taxes that represent losses, damages, etc. arising from any non-Tax claim.

General Indemnity. In addition Lessee hereby agrees to each Loan Party’s other Obligations under this Agreementindemnify, each Loan Party agrees toreimburse, jointly and severally, defend, protect, indemnify defend and hold harmless each Agent and each Lender and all of their respective Related Parties Indemnitee on a net after-tax basis, as provided in Section 10(e), within fifteen (collectively called the “Indemnitees”15) days after demand from and against any and all claims (whether or not based on strict liability), damages (whether direct, indirect, incidental, special or consequential), losses, damagescharges, fees, liabilities, obligations, demands, suits, judgments, actions and other legal proceedings (whether civil or criminal), penalties, feesfines, other sanctions, and any reasonable and documented out-of-pocket costs and expenses in connection herewith, including, without limitation, costs and expenses set forth in Section 21(j) hereof and reasonable attorney's fees and expenses of whatever kind or nature (any and all of which are hereafter referred to as "Claims") imposed on, or asserted by or against, or suffered -84- 90 or incurred by, any Indemnitee, from (and including) the Restatement Date, including, without limitation, injury, death or property damage of passengers, shippers and others, environmental control, noise and pollution regulations, which in any way may result from, pertain to, or arise in any manner out of, or are in any manner related to (1) the Operative Documents, the Purchase Documents or the Financing Documents (exclusive of the Foreign Lease Documents except as expressly provided herein or as otherwise would be covered by the occurrences described in the following clause (2)(A)) or any of the transactions contemplated thereby; (2) the Aircraft, the Airframe, any Engine or any engine used in connection with the Airframe or any Part thereof, including, but not limited to, (A) the importation, exportation, condition, manufacture, design, purchase, ownership, registration, reregistration, deregistration (other than any deregistration caused by the failure of the registered owner of the Aircraft to be a "citizen of the United States" as defined under the Federal Aviation Act and the regulations thereunder or to file the documentation necessary to continue FAA registration of the Aircraft), delivery, nondelivery, assignment, leasing, subleasing, sub-subleasing, acceptance, rejection, possession, repossession, control, return, financing, Liens (excluding Lessor's Liens, Head Lessor's Liens and Lenders' Liens, but including the Lien of the Indenture), use, performance, modification, maintenance, overhaul, operation, pooling, interchange, repair, testing, sale, return or other disposition or application of the Aircraft, the Airframe, any Engine, any engine used in connection with the Airframe or any Part (including, but not limited to, latent and other defects whether or not discoverable by Lessee or Lessor, Claims related to any actual or alleged violation of Law, loss or damage to any property of passengers, shippers or otherwise or any Claim related to patent, copyright, trademark or other infringement) either in the air or on the ground, and including, without limitation, any interest therein of an Indemnitee or imposition of a Lien thereon (excluding Lessor's Liens, Head Lessor's Liens and Lenders' Liens but including the Lien of the Indenture), or the rentals, receipts or earnings therefrom (including, without limitation, reasonable the Rent and documented out-of-pocket costs and expenses of any other amounts paid or payable with respect thereto); or (iB) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, any defect in the event of a conflictAircraft, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) incurred by such Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the following: (i) the negotiation, preparation, execution or performance or enforcement of this AgreementAirframe, any other Loan Document or of Engine, any other document executed engine used in connection with the transactions contemplated by this Agreement, (ii) any Agent’s Airframe or any Lender’s furnishing Part thereof arising from the material or any article used therein, whether from the design, testing or use thereof from any maintenance, service, repair, overhaul or testing of funds such Aircraft, Airframe, Engine, engine or Part, or otherwise regardless of when such Without limiting Lessee's liability under this Section 13, Lessee hereby waives and releases any Claim now or hereafter existing against any Indemnitee, on account of any Claims for or on account of or arising or in any way connected with injury to or death of personnel of Lessee or loss or damage to property of Lessee or the loss of use of any property which may result from or arise in any manner out of or in relation to the Borrower importation, exportation, ownership, purchase, registration, reregistration, deregistration (except as to Owner Participant or Lessor as and to the extent such Indemnitee is responsible under this the Refunding Agreement for Claims related to such deregistration), delivery, non-delivery, assignment, leasing, subleasing, manufacture, acceptance, rejection, possession, return, financing, performance, modification, maintenance, condition, use, operation, pooling, interchange, repair, testing, sale, return or other disposition of the other Loan Documents, including, without limitationAircraft, the management of Airframe, any such Loans Engine or the Borrower’s use of the proceeds thereof, (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed engine used in connection with the transactions contemplated by this Agreement Airframe or any Part thereof, either in the other Loan Documentsair or on the ground, or (v) which may be caused by any claimdefect in such Aircraft, litigationAirframe, investigation Engine, engine or proceeding relating Part from the material or any article used therein or from the design or testing thereof, or use thereof or from any maintenance, service, repair, overhaul, or testing of such Aircraft, Airframe, Engine, engine or Part, claims for infringement, loss of or injury to any person, loss of the foregoingor damage to any property or environmental damage, regardless of when such defect may be discovered, whether or not any Indemnitee such Aircraft, Airframe, Engine, engine or Part is a party thereto (collectively, the “Indemnified Matters”); provided, however, that the Loan Parties shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter caused by the gross negligence or willful misconduct of such Indemnitee (as determined by a final non-appealable judgment of a court of competent jurisdiction) that do not involve an act or omission by any Loan Party or any Subsidiary or Affiliate thereof. This Section 12.15(a) shall not apply with respect to Taxes other than any Taxes that represent losses, damages, etc. arising from any non-Tax claim.at the

General Indemnity. In addition From and after Closing, and subject to Section 8.3: (a) the Seller hereby agrees to indemnify, defend and hold harmless the Buyer and each Loan of its directors, officers, shareholders and Affiliates (each, in its capacity as an indemnified party, an "Indemnified ----------- Party’s other Obligations under ") against and in respect of all Losses (as defined below) after the ----- Closing resulting from: (i) any breach of any representation or warranty made by the Seller herein or in any certificate delivered pursuant to this Agreement, each Loan Party agrees to, jointly and severally, defend, protect, indemnify and hold harmless each Agent and each Lender and all of their respective Related Parties (collectively called the “Indemnitees”) from and against any and all losses, damages, liabilities, obligations, penalties, fees, reasonable and documented out-of-pocket costs and expenses (including, without limitation, reasonable and documented out-of-pocket costs and expenses of (i) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel any breach by the Seller of any covenant, agreement or obligation to be performed by it hereunder; and (b) the Buyer hereby agrees to indemnify, defend and one local counsel to hold harmless the other Indemnitees Seller and each of its directors, officers, shareholders and Affiliates (taken as a whole) in each relevant jurisdiction (andeach, in the event its capacity as an indemnified party, an "Indemnified Party") against and in respect of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) incurred by such Indemnitees, whether prior to or from and all Losses after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of the followingClosing resulting from: (i) the negotiation, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or breach of any other document executed representation or warranty made by the Buyer herein or in connection with the transactions contemplated by any certificate delivered pursuant to this Agreement, (ii) any Agent’s or any Lender’s furnishing of funds to breach by the Borrower under this Agreement or the other Loan Documents, including, without limitation, the management Buyer of any such Loans covenant, agreement or the Borrower’s use of the proceeds thereof, obligation to be performed by it hereunder and (iii) the Agents any failure to pay any Assumed Liabilities. (c) The term "Losses" means any and the Lenders relying on all damages, deficiencies, ------ awards, assessments, amounts paid in good faith settlement, judgments, fines, penalties, costs and expenses (including reasonable legal costs and expenses). The applicable Indemnified Party shall provide prompt written notice for any instructions of the Borrower claim made or the handling of the Collateral as herein provided, (iv) any matter relating proposed to the financing transactions contemplated by be made for indemnification under this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (v) any claim, litigation, investigation or proceeding relating to any of the foregoingSection 8.2, whether or not any Indemnitee is arising out of a party thereto (collectively, the “Indemnified Matters”); provided, however, that the Loan Parties shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter caused by the gross negligence or willful misconduct of such Indemnitee (as determined claim by a final non-appealable judgment of a court of competent jurisdiction) that do not involve an act or omission by any Loan Party or any Subsidiary or Affiliate thereof. This Section 12.15(a) shall not apply with respect to Taxes other than any Taxes that represent losses, damages, etc. arising from any non-Tax claimthird party.

General Indemnity. In addition Without limiting any other rights which any such Person may have hereunder or under applicable Law, but subject to each Loan Party’s other Obligations under this AgreementSections 12.1(b) and 13.5, each Loan Party Seller hereby agrees to, jointly and severally, defend, protect, to indemnify and hold harmless each Agent and of Agent, each Lender and all Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each LOC Issuer, each other Affected Party, each of their respective Related Parties Affiliates, and all successors, transferees, participants and assigns and all officers, members, managers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (collectively called the each an “IndemniteesIndemnified Party”) ), forthwith on demand, from and against any and all damages, losses, damagesclaims, liabilities, obligations, penalties, fees, liabilities and related reasonable and documented out-of-pocket costs and expenses (includingincluding all filing fees), without limitationincluding attorneys’, reasonable consultants’ and documented out-of-pocket costs accountants’ fees and expenses disbursements but excluding all Excluded Taxes (all of (ithe foregoing being collectively referred to as “Indemnified Amounts”) one outside counsel and one local counsel to the Agents and the Related Parties in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) awarded against or incurred by such Indemniteesany of them arising out of, whether prior relating to or from and after in connection with the Effective DateTransaction Documents, whether directany Cash Collateral Account, indirect the transactions contemplated thereby (including the issuance of, or consequentialthe fronting for, as a result any Letter of Credit), or the ownership, maintenance or funding, directly or indirectly, of the Asset Interest (or any part thereof), the issuance of or drawing on any Letter of Credit, or in respect of or related to any Collateral including any Receivable or any Related Assets or otherwise arising from out of or relating to or in connection with the actions of Seller, Originator, Performance Guarantor, MPI, Servicer or any Affiliate of any of the following: (i) the negotiationthem, preparation, execution or performance or enforcement of this Agreement, any other Loan Document or of any other document executed in connection with the transactions contemplated by this Agreement, (ii) any Agent’s or any Lender’s furnishing of funds to the Borrower under this Agreement or the other Loan Documents, including, without limitation, the management of any such Loans or the Borrower’s use of the proceeds thereof, (iii) the Agents and the Lenders relying on any instructions of the Borrower or the handling of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (v) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”); provided, however, that notwithstanding anything to the Loan Parties contrary in this Article XII, Indemnified Amounts shall not have any obligation be excluded solely to any Indemnitee under this subsection the extent (ax) for any Indemnified Matter caused by as a result of the gross negligence or willful misconduct on the part of such Indemnitee (Indemnified Party as determined by a final non-appealable judgment of by a court of competent jurisdictionjurisdiction and (y) that do not involve an act or omission by any Loan Party or any Subsidiary or Affiliate thereof. This Section 12.15(a) shall not apply they constitute recourse with respect to Taxes a Pool Receivable by reason of the 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 this Section 12.1, and hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to or in connection with: (i) the transfer by Seller or Originator of any interest in any Pool Receivable other than the transfer of any Pool Receivable and Related Assets to Agent and any Purchaser pursuant to this Agreement, to Agent and to Seller pursuant to the Sale Agreement and the grant of a security interest to Agent pursuant to this Agreement and to Seller pursuant to the Sale Agreement; (ii) any representation or warranty made by Seller, Performance Guarantor, any New Owner, Originator or Servicer (or any of their respective officers or 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, Originator, any New Owner, MPI, Performance Guarantor or Servicer to comply with the terms of any Transaction 83 Mylan Document or any applicable Law (including with respect to any Pool Receivable or Related Assets), or the nonconformity of any Pool Receivable or Related Assets with any such Law; (iv) the lack of an enforceable ownership interest, or a first priority perfected Lien, in the Pool Receivables (and all Related Security) against all Persons (including any bankruptcy trustee or similar Person); (v) any Dilution or Contractual Dilution; (vi) 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 as may be necessary from time to time to perfect the Seller’s or the Agent’s interest therein; (vii) any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Receivable in the Receivables Pool (including 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; (viii) any suit or claim related to the Pool Receivables 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 Receivable to the extent not covered pursuant to Section 13.5); (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 Security (including claims for patent, trademark, or copyright infringement and claims for injury to persons or property, liability principles, or otherwise, and claims of breach of warranty, whether express or implied); (x) the failure by Seller, Servicer, Performance Guarantor or Originator or any Affiliate thereof to notify any Obligor of the assignment pursuant to the terms hereof of any Pool Receivable to Agent for the benefit of Purchasers or the failure to require that payments (including any under the related insurance policies) be made directly to Agent for the benefit of Purchasers; (xi) failure by Seller, Originator, Performance Guarantor or Servicer to comply with the “bulk sales” or analogous Laws of any jurisdiction; 84 Mylan (xii) any Taxes that represent losses(other than Excluded Taxes) imposed upon any Indemnified Party or upon or with respect to the Pool Receivables, damagesall interest and penalties thereon or with respect thereto, etc. and all costs and expenses related thereto or arising from therefrom, including the fees and expenses of counsel in defending against the same, which Taxes or such amounts relating thereto arise by reason of the purchase or ownership, contribution or sale of any non-Tax claim.Pool Receivables (or of any interest therein) or Related Assets or any goods which secure any such Pool Receivables or Related Asset;

General Indemnity. In addition to each Loan Party’s other Obligations under this AgreementWhether or not the transactions contemplated hereby shall be consummated, each Loan Party agrees to, jointly and severallyseverally agrees to indemnify, defend, protect, indemnify pay and hold harmless each the Agent, the Co-Agent and each Lender Bank, and all the shareholders, officers, directors, Affiliates, employees and agents of their respective Related Parties the Agent, the Co-Agent and each Bank (collectively called the “Indemnitees”) each, an "Indemnified Person"), harmless from and against any and all claims, liabilities, losses, damages, liabilities, obligations, penalties, fees, reasonable and documented out-of-pocket costs and expenses expenses, including reasonable attorneys' fees and costs (including, without limitation, including the reasonable and documented outestimate of the allocated cost of in-of-pocket costs and expenses of (i) one outside house legal counsel and one local counsel to the Agents staff) and the Related Parties including costs of investigation, document production, attendance at deposition or other discovery, that may be incurred by or asserted against any Indemnified Person, in each relevant jurisdiction and (ii) one outside counsel and one local counsel to the other Indemnitees (taken as a whole) in each relevant jurisdiction (and, in the event case arising out of a conflict, between any relevant Secured Parties, conflicts counsel for each set of similarly situated Secured Parties)) incurred by such Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of or arising from or relating to or in connection with any of or by reason of, or in connection with the following: (i) the negotiation, preparation, execution or performance or enforcement of this Agreementpreparation for a defense of, any other Loan Document investigation, litigation or of any other document executed proceeding arising out of, related to or in connection with the transactions contemplated by this Agreement, (ii) any Agent’s Loan Document, the Restructuring or any Lender’s furnishing of funds to the Borrower under this Agreement or the other Loan Documents, including, without limitation, the management of any such Loans or the Borrower’s contemplated use of the proceeds thereof, (iii) the Agents and the Lenders relying on any instructions of the Borrower Term Loan, or the handling issuance of the Collateral as herein provided, (iv) any matter relating to the financing transactions contemplated by this Agreement or the other Loan Documents or by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (v) any claim, litigation, investigation or proceeding relating letter of credit pursuant to any Letter of the foregoingCredit Agreement, whether or not any Indemnitee an Indemnified Person is a party thereto (collectively, the “"Indemnified Matters”Liabilities"), except to the extent that such Indemnified Liabilities result from the gross negligence or wilful misconduct of the Agent, the Co-Agent or any Bank. If any claim is made, or any action, suit or proceeding is brought, against any Indemnified Person described in this Section, the Indemnified Person shall notify Loan Parties of such claim or of the commencement of such action, suit or proceeding, and Loan Parties shall have the option to, and at the request of the Indemnified Person shall, jointly direct and control the defense of such action, suit or proceeding, employing counsel selected by Loan Parties and reasonably satisfactory to the Indemnified Person, and pay the fees and expenses of such counsel; provided, however, that any Indemnified Person may at its own expense retain separate counsel to participate in such defense. Notwithstanding the foregoing, such Indemnified Person shall have the right to employ separate counsel at the expense of the Loan Parties shall not have any obligation Parties, jointly and severally, and to any Indemnitee under this subsection (a) for any Indemnified Matter caused by the gross negligence or willful misconduct control and direct its own defense of such Indemnitee action, suit or proceeding if, in the reasonable opinion of counsel to such Indemnified Person, (as determined by a final non-appealable judgment of a court of competent jurisdictioni) there are or may be legal defenses available to such Indemnified Person or to other Indemnified Persons that do not involve an act are different from or omission by additional to those available to any Loan Party that such Loan Party cannot assert, or (ii) a conflict or potential conflict exists between any Subsidiary Loan Party and such Indemnified Person that would make such separate representation advisable. Each Loan Party agrees that it will not, without the prior written consent of the Agent, the Co-Agent and each other Indemnified Person settle or Affiliate thereof. This Section 12.15(a) shall not apply compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding with respect to Taxes other than which the indemnification provided for in this Section is available (whether or not any Taxes that represent lossesIndemnified Person is a party thereto) unless such settlement, damagescompromise or consent includes an unconditional release of the Agent, etc. arising from any nonthe Co-Tax claim.Agent and each