Common use of Indemnities by the Borrower Clause in Contracts

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify each Borrower Indemnified Party from and against any and all claims, losses and liabilities (including Attorney Costs) (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) arising out of or resulting from this Agreement or any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Collateral; excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted from the bad faith, gross negligence or willful misconduct by the Borrower Indemnified Party seeking indemnification and (b) Taxes other than as described in clause (xiv) below or Taxes that represent losses, claims or damages arising from any non-Tax claim. Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):

Indemnities by the Borrower. (a) Without limiting any other rights that which the Affected Parties, the Secured Parties, the Administrative Agent, the Credit PartiesLenders, the Affected Persons and Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Custodian or any of their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) Affiliates may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Affected Parties, the Secured Parties, Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Backup Servicer, the Account Bank, the Backup Servicer, the Collateral Custodian and each Borrower of their respective Affiliates, assigns, officers, directors, employees and agents (each, an “Indemnified Party Party” for purposes of this Article IX) from and against any and all damages, losses, claims, losses liabilities and liabilities (related costs and expenses, including Attorney Costs) reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) ), awarded against or actually incurred by such Indemnified Party arising out of or resulting from as a result of this Agreement or any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Collateral; of the Collateral Portfolio, excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent resulting solely from (a) gross negligence, bad faith or willful misconduct on the part of an Indemnified Party as determined in a final non-appealable judgment of decision by a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted from the bad faith, gross negligence or willful misconduct by the Borrower Indemnified Party seeking indemnification and (b) Taxes other than as described in clause (xiv) below or Taxes that represent losses, claims or damages arising from any non-Tax claimLoan Assets which are uncollectible due to the Obligor’s financial inability to pay. Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to indemnify each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower for Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described to the extent not resulting from the conditions set forth in clause (a) or (b) above):

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral Custodian, the Secured Parties, the Affected Parties and each Borrower of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Indemnified Party Parties”), forthwith on demand, from and against any and all damages, losses, claims, losses liabilities and liabilities (related costs and expenses, including Attorney Costs) reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Borrower Indemnified Amounts”) awarded against or incurred by such Indemnified Party arising out of or resulting from as a result of this Agreement or any other Transaction Document having an interest in the Collateral or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Loan included in the Collateral; , excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted resulting from the gross negligence, bad faith, gross negligence faith or willful misconduct by on the part of any Indemnified Party. If the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Party seeking indemnification and (b) Taxes other than as described Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in clause (xiv) below or Taxes that represent losses, claims or damages arising from any non-Tax claimrespect of such indemnified amounts. Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to indemnify each Borrower Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts as determined by a court of competent jurisdiction by final non-appealable judgment) relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Secured Parties and the Independent Member and each Borrower of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Indemnified Party Parties”), forthwith on demand, from and against any and all damages, losses, claims, losses liabilities and liabilities (related costs and expenses, including Attorney Costs) reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Borrower Indemnified Amounts”) awarded against, incurred by or asserted against such Indemnified Party or any of them arising out of or resulting from as a result of this Agreement or any other Transaction Document having an interest in the Collateral or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Loan included in the Collateral; , excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted resulting from the bad faith, gross negligence or willful misconduct by on the part of any Indemnified Party. If the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Party seeking indemnification and (b) Taxes other than as described Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in clause (xiv) below or Taxes that represent losses, claims or damages arising from any non-Tax claimrespect of such Indemnified Amounts. Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to indemnify each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower for Indemnified Amounts (except to the extent resulting from gross negligence or willful misconduct on the part of any Indemnified Party) relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):from:

Indemnities by the Borrower. (a) Without limiting any other rights that which the Affected Parties, the Secured Parties, the Administrative Agent, the Credit PartiesLenders, the Affected Persons and Lender Agents, the Collateral Agent, the Account Bank, the Collateral Administrator, the Backup Servicer, the Collateral Custodian or any of their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) Affiliates may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Affected Parties, the Secured Parties, Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Backup Servicer, the Account Bank, the Backup Servicer, the Collateral Administrator, the Collateral Custodian, any Conduit Trustee and each Borrower of their respective Affiliates, assigns, officers, directors, employees and agents (each, an “Indemnified Party Party” for purposes of this Article IX) from and against any and all damages, losses, claims, losses liabilities and liabilities (related reasonable and documented out-of-pocket costs and expenses, including Attorney Costs) attorneys’ fees and disbursements of one firm of counsel to the Administrative Agent and the Lenders and, if necessary, one firm of local counsel in each appropriate jurisdiction (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) ), awarded against or actually incurred by such Indemnified Party arising out of or resulting from as a result of this Agreement or any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Collateral; of the Collateral Portfolio, excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent resulting solely from (a) gross negligence, bad faith or willful misconduct on the part of an Indemnified Party as determined in a final non-appealable judgment of decision by a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted from the bad faith, gross negligence or willful misconduct by the Borrower Indemnified Party seeking indemnification and (b) Taxes other than as described in clause (xiv) below or Taxes that represent losses, claims or damages arising from any non-Tax claimLoan Assets which are uncollectible due to the Obligor’s financial inability to pay. Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to indemnify each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower for Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described to the extent not resulting from the conditions set forth in clause (a) or (b) above):

Indemnities by the Borrower. (a) Without limiting any other rights that which the Administrative Lender, the Collateral Agent, the Credit PartiesBackup Servicer (whether in its capacity as Backup Servicer or successor Servicer), the Affected Persons and Lender’s Bank, the Custodian, the Initial Qualifying Swap Counterparty or any of their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) Affiliates may have hereunder or under Applicable Lawapplicable law, the Borrower hereby agrees to indemnify the Lender, the Collateral Agent, the Custodian, the Backup Servicer, the Lender’s Bank, the Initial Qualifying Swap Counterparty and each Borrower of their respective Affiliates (each, an “Indemnified Party Party” for purposes of this Article VIII) from and against any and all damages, losses, claims, losses liabilities and liabilities (related costs and expenses, including Attorney Costs) reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) ), awarded against or incurred by any of them arising out of or resulting from as a result of this Agreement or any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Collateral; Pledged Assets, excluding, however, (aA) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted resulting solely from the gross negligence, bad faith, gross negligence faith or willful misconduct on the part of an Indemnified Party, (B) taxes (including interest and penalties imposed thereon) imposed by the Borrower jurisdiction in which such Indemnified Party’s principal executive office is located, on or measured by the overall net income of such Indemnified Party seeking indemnification and or (bC) Taxes Indemnified Amounts to the extent that they are or result from lost profits (other than as described in clause (xiv) below or Taxes that represent lossesprincipal, claims or damages arising from any non-Tax claiminterest and Fees with respect to the Loans). Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to indemnify each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower for Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower to the extent not resulting solely from gross negligence, bad faith or willful misconduct on the part of an Indemnified Amounts and Taxes described in clause (b) aboveParty):

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral Custodian, the Secured Parties, the Affected Parties and each Borrower of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Indemnified Party Parties”), forthwith on demand, from and against any and all damages, losses, claims, losses liabilities and liabilities (related costs and expenses, including Attorney Costs) reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Borrower Indemnified Amounts”) awarded against or incurred by such Indemnified Party and other non-monetary damages of any such Indemnified Party or any of them arising out of or resulting from as a result of this Agreement or any other Transaction Document the Existing A&R Loan and Security Agreement or having an interest in the use of proceeds of the Credit Extensions Collateral or the security interest in respect of any Pool Receivable or any other Loan included in the Collateral; , excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted resulting from the gross negligence, bad faith, gross negligence faith or willful misconduct by on the part of any Indemnified Party. If the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Party seeking indemnification and (b) Taxes other than as described Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in clause (xiv) below or Taxes that represent losses, claims or damages arising from any non-Tax claimrespect of such indemnified amounts. Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to indemnify each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party) relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Deal Agent, the Backup Servicer, the Collateral Agent, the Successor Servicer, the Lenders, the other Secured Parties, and each Borrower of their respective Affiliates and officers, directors, employees and agents thereof (collectively, the “Indemnified Party Parties”), forthwith on demand, from and against any and all damages, losses, claims, losses liabilities and liabilities (related costs and expenses, including Attorney Costs) attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Borrower Indemnified Amounts”) awarded against or incurred by such Indemnified Party or other non-monetary damages of any such Indemnified Party any of them arising out of or resulting from as a result of this Agreement or any other Transaction Document the financing or the use of proceeds maintenance of the Credit Extensions Aggregate Loan Amount or the security interest in respect of any Pool Receivable Loan or any other Collateral; Contract, excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted resulting from the bad faith, gross negligence or willful misconduct by on the Borrower part of an Indemnified Party seeking indemnification and or (b) Taxes other than as described in clause (xiv) below or Taxes Indemnified Amounts that represent losses, claims or damages arising from any have the effect of recourse for non-Tax claimpayment of the Loans due to credit problems of the Obligors (except as otherwise specifically provided in this Agreement). If the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such Indemnified Amounts. Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to indemnify each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower for Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral Agent, the Secured Parties, the Lenders and each Borrower of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Indemnified Party Parties”), forthwith on demand, from and against any and all damages, losses, claims, losses liabilities and liabilities (related costs and expenses, including Attorney Costs) reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Borrower Indemnified Amounts”) awarded against, incurred by or asserted by the Borrower or any third party against such Indemnified Party or any of them arising out of or resulting from as a result of this Agreement or any other Transaction Document having an interest in the Collateral or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Loan included in the Collateral; , excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent resulting solely from gross negligence or willful misconduct on the part of any Indemnified Party in the performance of such Indemnified Party’s obligations hereunder as determined in a final non-appealable judgment of decision by a court of competent jurisdiction holds that jurisdiction. If the Borrower has made any indemnity payment pursuant to this Section 10.1 and Section 10.3 and such portion payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Borrower Indemnified Amounts resulted from then, the bad faith, gross negligence or willful misconduct by recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such Indemnified Party seeking indemnification and (b) Taxes other than as described in clause (xiv) below or Taxes that represent lossesAmounts, claims or damages arising from any non-Tax claimwithout interest. Without limiting or being limited by the foregoing, the Borrower shall pay indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting solely from gross negligence or willful misconduct on demand (it being understood that if the part of any portion Indemnified Party in the performance of such payment obligation is made from Collections, such payment will be made at the time and in the order Indemnified Party’s obligations hereunder or arising on account of priority set forth Tax (except as provided in Section 4.0110.1(a)(xiii) or if such Tax is suffered on account of a non-Tax claim), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts ) relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) which any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify indemnify, the Lender, its Affiliates, successors, permitted transferees and assigns and all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each Borrower an “Indemnified Party Party”), forthwith on demand, from and against any and all damages, losses, claims, losses liabilities and liabilities (related out-of-pocket costs and expenses, including Attorney Costs) reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) awarded against or incurred by any of them arising out of or resulting from as a result of this Agreement Agreement, the other Facility Documents, or any other Transaction Document transaction contemplated hereby or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Collateral; thereby excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds determines that such portion of such Borrower Indemnified Amounts they resulted from the gross negligence, bad faith, gross negligence faith or willful misconduct on the part of such Indemnified Party, (b) in the event that the Lender has assigned its rights or delegated its obligations in respect of this Agreement, and the Indemnified Amounts with respect to such assignee exceed the Indemnified Amounts that would otherwise have been payable by the Borrower to the Lender, the amount of such excess, (c) any lost profits or indirect, exemplary, punitive or consequential damages of any Indemnified Party seeking indemnification and (bd) any other amounts specifically identified herein as to which Borrower’s liability is expressly limited, but only to the extent of such express limitation. In any suit, proceeding or action brought by the Lender in connection with any Collateral for any sum owing thereunder, or to enforce any provisions of any Collateral, the Borrower will save, indemnify and hold the Lender harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from the Borrower. The Borrower also agrees to reimburse the Lender as and when billed by the Lender for all the Lender’s documented out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of the Lender’s rights under this Loan Agreement, the Note, any other Facility Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. The Borrower hereby acknowledges that, notwithstanding the fact that the Note is secured by the Collateral, the obligation of the Borrower under the Note is a recourse obligation of the Borrower. Under no circumstances shall any Indemnified Party be liable to the Borrower for any lost profits or indirect, exemplary, punitive or consequential damages. This Section 10.01 shall not apply with respect to Taxes other than as described in clause (xiv) below or any Taxes that represent losses, claims or damages claims, damages, etc. arising from any non-Tax claim. Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):.

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to defend, protect, indemnify and hold harmless the Administrative Agent, the Managing Agents, any Successor Servicer, the Bank Parties (each Borrower in its individual capacity and in its capacity as such), any Secured Party or its assignee and each of their respective Affiliates and officers, directors, employees, members and agents thereof (collectively, the “Indemnified Party Parties”), forthwith on demand, from and against any and all damages, losses, claims, losses liabilities, penalties, actions, suits, and liabilities (judgments and related costs and expenses of any kind or nature whatsoever, including Attorney Costs) reasonable attorneys’ fees and disbursements that may be incurred by or asserted or awarded against any Indemnified Party or other non-monetary damages of any such Indemnified Party (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) in each case arising out of or resulting from in connection with or by reason of the execution, delivery, enforcement, performance, administration of or otherwise arising out of or incurred in connection with this Agreement or Agreement, any other Transaction Document, any Loan Document or any transaction contemplated hereby or thereby (including, but not limited to, the use costs and expenses incurred in connection with any enforcement (including any dispute, action, claim or suit brought) by an Indemnified Party of proceeds any indemnification or other obligation of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Collateral; Borrower), excluding, however, (ax) Indemnified Amounts arising due to the deterioration in the credit quality or market value of the Transferred Loans or other Collateral hereunder to the extent that such credit quality or market value was not misrepresented in any portion material respect by the Borrower or any of Borrower its Affiliates, (y) Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted resulting from the bad faithactual fraud, gross negligence or willful misconduct by on the Borrower part of any Indemnified Party seeking indemnification (as determined in a final, non-appealable adjudication by a court of competent jurisdiction) and (bz) Indemnified Amounts constituting Taxes (other than as described in clause (xivi) below or any Taxes that represent damages, losses, claims or damages claims, etc. arising from any non-Tax claimclaim and (ii) as enumerated below in clause (ix)). Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at indemnify the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Parties for Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) which any such Person may have hereunder or under Applicable Lawapplicable law, the Borrower hereby agrees to indemnify indemnify, the Lender, its Affiliates, successors, permitted transferees and assigns and all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each Borrower an “Indemnified Party Party”), forthwith on demand, from and against any and all damages, losses, claims, losses liabilities and liabilities (related costs and expenses, including Attorney Costs) attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) awarded against or incurred by any of them arising out of or resulting from as a result of this Agreement, the other Facility Documents, the Freddie Mac Acknowledgment Agreement or any other Transaction Document transaction contemplated hereby or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Collateral; thereby excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds determines that such portion of such Borrower Indemnified Amounts they resulted from the gross negligence, bad faith, gross negligence faith or willful misconduct on the part of such Indemnified Party, (b) in the event that the Lender has assigned its rights or delegated its obligations in respect of this Agreement, and the Indemnified Amounts with respect to such assignee exceed the Indemnified Amounts that would otherwise have been payable by the Borrower Indemnified Party seeking indemnification to the Lender, the amount of such excess, (c) taxes expressly excluded from Taxes in Section 3.02(a) above (other than any such Taxes that are incremental and arise solely by reason of a breach by the Borrower of its obligations under this Agreement), and (bd) Taxes other than as described in clause (xiv) below any lost profits or Taxes that represent lossesindirect, claims exemplary, punitive or consequential damages arising from of any non-Tax claimIndemnified Party. Without limiting In any suit, proceeding or being limited action brought by the foregoingLender in connection with any Collateral for any sum owing thereunder, or to enforce any provisions of any Collateral, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collectionswill save, such payment will be made at indemnify and hold the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party Lender harmless from and against all expense, loss or damage suffered by reason of any and all defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by the Borrower Indemnified Amounts relating of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or resulting in favor of such account debtor or obligor or its successors from any the Borrower. The Borrower also agrees to reimburse the Lender as and when billed by the Lender for all the Lender’s reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of the following (but excluding Lender’s rights under this Agreement, the Note, any other Facility Document, the Freddie Mac Acknowledgment Agreement or any transaction contemplated hereby or thereby, including without limitation the fees and disbursements of its counsel. The Borrower hereby acknowledges that, notwithstanding the fact that the Note is secured by the Collateral, the obligation of the Borrower under the Note is a recourse obligation of the Borrower. Under no circumstances shall any Indemnified Amounts and Taxes described in clause (b) above):Party be liable to the Borrower for any lost profits or indirect, exemplary, punitive or consequential damages.

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Deal Agent, the Backup Servicer, the Collateral Agent, the Successor Servicer, the Liquidity Agents, the Secured Parties, and each Borrower of their respective Affiliates and officers, directors, employees and agents thereof (collectively, the “Indemnified Party Parties”), forthwith on demand, from and against any and all damages, losses, claims, losses liabilities and liabilities (related costs and expenses, including Attorney Costs) attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Borrower Indemnified Amounts”) awarded against or incurred by such Indemnified Party or other non-monetary damages of any such Indemnified Party any of them arising out of or resulting from as a result of this Agreement or any other Transaction Document the financing or the use of proceeds maintenance of the Credit Extensions Capital or the security interest in respect of any Pool Receivable Loan or any other Collateral; Contract, excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted resulting from the bad faith, gross negligence or willful misconduct by on the Borrower part of such Indemnified Party seeking indemnification and or (b) Taxes other than as described in clause (xiv) below or Taxes Indemnified Amounts that represent losses, claims or damages arising from any have the effect of recourse for non-Tax claimpayment of the Loans due to credit problems of the Obligors (except as otherwise specifically provided in this Agreement). If the Borrower has made any indemnity payment pursuant to this Section 11.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to indemnify each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower for Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Deal Agent, the Backup Servicer, the Collateral Agent, the Successor Servicer, the Secured Parties, and each Borrower of their respective Affiliates and officers, directors, employees and agents thereof (collectively, the “Indemnified Party Parties”), forthwith on demand, from and against any and all damages, losses, claims, losses liabilities and liabilities related costs and expenses (including Attorney Costsreasonable and documented attorneys’ fees and disbursements and court costs) including those incurred in connection with any enforcement (including any action, claim or suit brought) by an Indemnified Party of any indemnification or other obligation of the Borrower or any other Person (all of the foregoing being collectively referred to as the “Borrower Indemnified Amounts”) awarded against or incurred by such Indemnified Party or other non-monetary damages of any such Indemnified Party, any of them arising out of or resulting from as a result of this Agreement or any other Transaction Document the financing or the use of proceeds maintenance of the Credit Extensions Capital or the security interest in respect of any Pool Receivable Loan or any other Collateral; Contract, excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted resulting from the bad faith, gross negligence or willful misconduct on the part of such Indemnified Party, as determined by the Borrower Indemnified Party seeking indemnification and a court of competent jurisdiction, or (b) Taxes other than as described in clause (xiv) below or Taxes Indemnified Amounts that represent losses, claims or damages arising from any have the effect of recourse for non-Tax claimpayment of the Loans due to credit problems of the Obligors (except as otherwise specifically provided in this Agreement). The indemnification provided for in this Section shall be paid to the Indemnified Parties until such time as such court enters a judgment as to the extent and effect of the alleged gross negligence or willful misconduct, at which time the Indemnified Parties, as applicable, shall, to the extent required pursuant to such court’s determination, promptly return to the Borrower any such indemnification amounts so received but not owed as determined by such court. If the Borrower has made any indemnity payment pursuant to this Section 11.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such Indemnified Amounts. Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to indemnify each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower for Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Managing Agents, the Bank Parties, any Secured Party or its assignee and each Borrower of their respective Affiliates and officers, directors, employees, members and agents thereof (collectively, the “Indemnified Party Parties”), forthwith on demand, from and against any and all damages, losses, claims, losses liabilities, penalties, actions, suits, and liabilities (judgments and related costs and expenses of any kind or nature whatsoever, including Attorney Costs) reasonable attorneys’ fees and disbursements that may be incurred by or asserted or awarded against any Indemnified Party or other non-monetary damages of any such Indemnified Party (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) in each case arising out of or resulting from in connection with or by reason of the execution, delivery, enforcement, performance, administration of or otherwise arising out of or incurred in connection with this Agreement or Agreement, any other Transaction Document, any Loan Document or the use of proceeds of the Credit Extensions any transaction contemplated hereby or the security interest in respect of any Pool Receivable or any other Collateral; thereby, excluding, however, (ax) Indemnified Amounts arising due to the deterioration in the credit quality or market value of the Loans or other Collateral hereunder to the extent that such credit quality or market value was not misrepresented in any portion material respect by the Borrower or any of Borrower its Affiliates, (y) Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted resulting from the bad faithfraud, gross negligence or willful misconduct by on the Borrower part of any Indemnified Party seeking indemnification and (bz) Taxes other than as described in clause (xiv) below or Taxes that represent losses, claims or damages arising from any non-Tax claimIndemnified Amounts constituting Indemnified Taxes. Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at indemnify the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Parties for Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):from:

Indemnities by the Borrower. (a) Without limiting any other rights that which the Affected Parties, the Secured Parties, the Administrative Agent, the Credit PartiesLenders, the Affected Persons and Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian or any of their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) Affiliates may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Affected Parties, the Secured Parties, Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and each Borrower of their respective Affiliates, assigns, officers, directors, employees and agents (each, an “Indemnified Party Party” for purposes of this Article VIII) from and against any and all damages, losses, claims, losses liabilities and liabilities (related reasonable costs and expenses, including Attorney Costs) reasonable attorneys’ fees, costs and expenses (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) ), awarded against or actually incurred by such Indemnified Party arising out of or resulting from as a result of this Agreement or any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Collateral; of the Collateral Portfolio, excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted resulting solely from the (a) gross negligence, bad faith, gross negligence faith or willful misconduct by on the Borrower part of an Indemnified Party seeking indemnification and or (b) Taxes other than as described in clause (xiv) below or Taxes that represent losses, claims or damages arising from any non-Tax claimLoan Assets which are uncollectible due to the Obligor’s financial inability to pay. Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to indemnify each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower for Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described to the extent not resulting from the conditions set forth in clause (a) or (b) above):

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person may have hereunder or under applicable law, the Administrative Borrower hereby agrees to indemnify and hold harmless the Administrator, each Group Agent, the Credit Partieseach Liquidity Provider, each Program Support Provider, each Lender, each LC Participant, the Affected Persons LC Bank (and any of the LC Bank’s Affiliates) and their respective assigns, officers, directors, agents and employees (each, a each an “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify each Borrower Indemnified Party from and against any and all damages, losses, claims, losses liabilities, penalties, costs and liabilities expenses (including Attorney Costsreasonable and documented attorneys’ fees and court costs) (all of the foregoing being collectively referred to as collectively, the “Borrower Indemnified Amounts”) at any time imposed on or incurred by any Indemnified Party to the extent arising out of or resulting otherwise relating to any Transaction Document or the issuance of any Letter of Credit, the transactions contemplated thereby or the funding or maintenance of the Loan, or any action taken or omitted by any of the Indemnified Parties (including any action taken by the Administrator as attorney in fact for the Borrower or any Originator hereunder or under any other Transaction Document), whether arising by reason of the acts to be performed by the Borrower hereunder or otherwise, excluding only Indemnified Amounts to the extent (a) a final judgment of a court of competent jurisdiction holds such Indemnified Amounts resulted from gross negligence or willful misconduct of the Indemnified Party seeking indemnification, (b) due to the credit risk or financial inability to pay of the Obligor and for which reimbursement would constitute recourse to any Originator, CB, the Borrower or the Servicer for uncollectible Receivables, (c) such Indemnified Amounts constitute Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim, (d) the same have been fully and finally paid in cash to such Indemnified Party pursuant to any other provision of this Agreement or any other Transaction Document or (e) the use same are expressly excluded by any provision of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable this Agreement or any other CollateralTransaction Document; excludingprovided, however, (a) that nothing contained in this sentence shall limit the liability of the Borrower or the Servicer or limit the recourse of any portion of Borrower Indemnified Amounts Party to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted from or the bad faith, gross negligence or willful misconduct Servicer for any amounts otherwise specifically provided to be paid by the Borrower Indemnified Party seeking indemnification and (b) Taxes other than as described in clause (xiv) below or Taxes that represent losses, claims or damages arising from any non-Tax claimthe Servicer hereunder. Without limiting or being limited by the foregoingforegoing indemnification, but subject to the limitations set forth in clauses (a), (b), (c), (d) and (e) of the previous sentence, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to indemnify each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower for Indemnified Amounts (including losses in respect of uncollectible Receivables, regardless, for purposes of these specific matters, of whether reimbursement therefor would constitute recourse to the Borrower or its Servicer) to the extent relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a an “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify each Borrower Indemnified Party from and against any and all claims, losses and liabilities (including Attorney Costs) (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) arising out of or resulting from this Agreement or any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Collateral; excluding, however, (ax) any portion of Borrower Indemnified Amounts (i) to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted primarily from the bad faith, gross negligence or willful misconduct by the Borrower Indemnified Party seeking indemnification and (bii) to the extent such Borrower Indemnified Amounts arise due to the credit risk of an Obligor and for which reimbursement would constitute recourse to any Originator or the Servicer for uncollectible Receivables and (y) Taxes other than as described in clause (xiv) below or Taxes that represent losses, claims or damages arising from any non-Tax claimare covered by Section 5.03. Without limiting or being limited by the foregoing, the Borrower shall pay on written demand (which demand shall be accompanied by documentation of the Borrower Indemnified Amounts in reasonable detail) (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause clauses (bx) and (y) above):

Indemnities by the Borrower. (a) Without limiting any other rights that which any Class A Lender, any Class B Lender, the Administrative Collateral Agent, the Credit PartiesBackup Servicer (whether in its capacity as Backup Servicer or successor Servicer), the Affected Persons and Lenders’ Bank, the Custodian, the Initial Qualifying Swap Counterparty or any of their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) Affiliates may have hereunder or under Applicable Lawapplicable law, the Borrower hereby agrees to indemnify each Borrower Lender, the Collateral Agent, the Custodian, the Backup Servicer, the Lenders’ Bank, the Initial Qualifying Swap Counterparty and each of their respective Affiliates (each, an “Indemnified Party Party” for purposes of this Article VIII) from and against any and all damages, losses, claims, losses liabilities and liabilities (related costs and expenses, including Attorney Costs) reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) ), awarded against or incurred by any of them arising out of or resulting from as a result of this Agreement or any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Collateral; Pledged Assets, excluding, however, (aA) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted resulting solely from the gross negligence, bad faith, gross negligence faith or willful misconduct on the part of an Indemnified Party, (B) taxes (including interest and penalties imposed thereon) imposed by the Borrower jurisdiction in which such Indemnified Party’s principal executive office is located, on or measured by the overall net income of such Indemnified Party seeking indemnification and or (bC) Taxes Indemnified Amounts to the extent that they are or result from lost profits (other than as described in clause (xiv) below or Taxes that represent lossesprincipal, claims or damages arising from any non-Tax claiminterest and Fees with respect to the Loans). Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to indemnify each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower for Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower to the extent not resulting solely from gross negligence, bad faith or willful misconduct on the part of an Indemnified Amounts and Taxes described in clause (b) aboveParty):

Indemnities by the Borrower. (a) Without Except for Taxes (other than Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim) and without limiting any other rights that which the Affected Parties, the Secured Parties, the Administrative Agent, the Credit PartiesLenders, the Affected Persons and Collateral Agent, the Account Bank, the Collateral Custodian or any of their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) Affiliates may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Affected Parties, the Secured Parties, the Administrative Agent, the Lenders, the Collateral Agent, the Account Bank, the Collateral Custodian and each Borrower of their respective Affiliates, assigns, officers, directors, employees and agents (each, an “Indemnified Party” for purposes of this Article VIII) against, and to hold each Indemnified Party from and against harmless from, any and all damages, losses, claims, losses liabilities and liabilities (related costs and expenses, including Attorney Costs) attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) ), awarded against or actually incurred by such Indemnified Party arising out of, in any way connected with, or as a result of this Agreement, any of the other Transaction Documents or resulting from in respect of any of the Collateral or any claim, litigation, investigation or proceeding relating to any of the foregoing including the enforcement of this Agreement or any other Transaction Document against the Borrower, regardless of whether any such Indemnified Party is a party thereto (and regardless of whether such matter is initiated by a third party or by the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable Borrower or any other Collateralof its Affiliates or shareholders); excluding, however, (a) any portion of Borrower provided that Indemnified Amounts shall not be available to an Indemnified Party to the extent a final non-appealable judgment of that such damages, losses, claims, liabilities and related costs and expenses are determined by a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts by a final and nonappealable judgment to have resulted solely from the bad faith, gross negligence or willful misconduct by on the Borrower Indemnified Party seeking indemnification and (b) Taxes other than as described in clause (xiv) below or Taxes that represent losses, claims or damages arising from any non-Tax claim. Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion part of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):Party.

Indemnities by the Borrower. (a) Without limiting any other rights that which any Indemnified Party (as defined below) may have hereunder or under applicable law, the Administrative Borrowers hereby agree to indemnify the Agent, the Credit PartiesLender, the each Affected Persons Party and each other Secured Party and their respective assigns, officers, directors, agents and employees (each, a each an “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify each Borrower Indemnified Party from and against any and all damages, losses, claims, losses liabilities, costs, expenses and liabilities (for all other amounts payable, including Attorney Costs) reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) awarded against or reasonably incurred by any of them arising out of or resulting from as a result of this Agreement or the acquisition, either directly or indirectly, by any other Transaction Document or the use Secured Party of proceeds of the Credit Extensions or the security an interest in respect of any Pool Receivable or any other Collateral; the Assets, excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted from the bad faith, gross negligence or willful misconduct by on the Borrower part of such Indemnified Party seeking indemnification and (b) Taxes other than as described in clause (xiv) below or Taxes that represent losses, claims or damages arising from any non-Tax claimParty. Without limiting or being limited by the foregoinggenerality of the foregoing indemnification, the Borrower Borrowers shall pay indemnify the Indemnified Parties for Indemnified Amounts (including, without limitation, losses in respect of uncollectible Assets, regardless of whether reimbursement therefor would constitute recourse to the Borrowers, but excluding Indemnified Amounts to the extent final non-appealable judgment of a court of competent jurisdiction holds such Indemnified Amounts resulted from gross negligence or willful misconduct on demand (it being understood that if any portion the part of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts Party) relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Secured Parties and each Borrower of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Indemnified Party Parties”), forthwith on demand, from and against any and all claimsdamages, losses losses, claims (whether brought by or involving the Borrower or any third party), liabilities and liabilities (related costs and expenses, including Attorney Costs) reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Borrower Indemnified Amounts”) awarded against, incurred by or asserted against such Indemnified Party or any of them arising out of or resulting from as a result of this Agreement (including the enforcement of any provision hereof) or any other Transaction Document having an interest in the Collateral or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Loan included in the Collateral; , excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted resulting from the bad faith, gross negligence or willful misconduct by on the part of any Indemnified Party. If the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Party seeking indemnification and Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others (bincluding insurance companies) Taxes other than as described in clause (xiv) below or Taxes that represent losses, claims or damages arising from any non-Tax claimrespect of such Indemnified Amounts. Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to indemnify each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower for Indemnified Amounts (except to the extent resulting from gross negligence or willful misconduct on the part of any Indemnified Party) relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify each Borrower Indemnified Party from and against any and all claims, losses and liabilities (including Attorney Costs) (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) arising out of or resulting from this Agreement or any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Collateral; excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted solely from the bad faith, gross negligence or willful misconduct by the Borrower Indemnified Party seeking indemnification or any of its Controlled Related Parties and (b) Taxes other than as described in clause (xiv) below or Taxes that represent losses, claims or damages arising from any non-Tax claimare covered by Section 5.03. Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause clauses (a) and (b) above):

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Agent, the Backup Servicer, the Trustee, any other Secured Party or its assignee and each Borrower of their respective Affiliates and officers, directors, employees and agents thereof (collectively, the “Indemnified Party Parties”), forthwith on demand, from and against any and all damages, losses, claims, losses liabilities and liabilities (related costs and expenses, including Attorney Costs) reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) awarded against or incurred by, any such Indemnified Party or other non-monetary damages of any such Indemnified Party any of them arising out of or resulting from as a result of this Agreement or any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Collateral; Agreement, excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted resulting from the bad faith, gross negligence or willful misconduct by on the Borrower part of any Indemnified Party seeking indemnification Party, and (b) Taxes under any Federal, state or local income or franchise taxes or any other than as described in clause Tax imposed on or measured by income (xiv) below or Taxes that represent losses, claims any interest or damages penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any non-Tax claimtaxing authority. The provisions of this indemnity shall run directly to and be enforceable by the applicable Indemnified Party subject to the limitations hereof. If the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at indemnify the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Parties for Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit PartiesFunding Agents, the Affected Persons and Conduit Lenders, the Committed Lenders, the Program Support Providers, any Program Manager or any of their respective assigns, officers, directors, agents and employees agents, employees, controlling Persons or other Affiliates (each, a “Borrower an "Indemnified Party”") may have hereunder or under Applicable Lawapplicable law, the Borrower hereby agrees to indemnify each Borrower Indemnified Party from and against any and all damages, losses, claims, losses liabilities, deficiencies, costs, disbursements and liabilities (including Attorney Costs) expenses, including, without limitation, interest, penalties, amounts paid in settlement and reasonable attorneys' fees (all of the foregoing being collectively referred to as “Borrower "Indemnified Amounts”") arising out of or resulting from this Agreement or any other Transaction Document or the use of proceeds of the Credit Extensions Loans or the security interest in respect of any Pool Receivable or any other Collateral; , excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted from the bad faith, gross negligence or willful misconduct by on the Borrower part of such Indemnified Party seeking indemnification and (b) Taxes other than any income taxes incurred by such Indemnified Party arising out of or as described in clause (xiv) below a result of this Agreement or Taxes that represent losses, claims or damages arising from any non-Tax claimthe ownership of Loans. Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes taxes described in clause clauses (a) and (b) above):

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral Agent, the Secured Parties, the Lenders and each Borrower of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Indemnified Party Parties”), forthwith on demand, from and against any and all damages, losses, claims, losses liabilities and liabilities (related costs and expenses, including Attorney Costs) reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Borrower Indemnified Amounts”) awarded against, incurred by or asserted by the Borrower or any third party against such Indemnified Party or any of them arising out of or resulting from as a result of this Agreement or any other Transaction Document having an interest in the Collateral or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Loan included in the Collateral; , excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent resulting solely from gross negligence or willful misconduct on the part of any Indemnified Party as determined in a final non-appealable judgment of decision by a court of competent jurisdiction holds that jurisdiction. If the Borrower has made any indemnity payment pursuant to this Section 10.1 and Section 10.3 and such portion payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Borrower Indemnified Amounts resulted from then, the bad faith, gross negligence or willful misconduct by recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such Indemnified Party seeking indemnification and (b) Taxes other than as described in clause (xiv) below or Taxes that represent lossesAmounts, claims or damages arising from any non-Tax claimwithout interest. Without limiting or being limited by the foregoing, the Borrower shall pay indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting solely from gross negligence or willful misconduct on demand the part of any Indemnified Party or arising on account of Tax (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth except as provided in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify 10.1(a)(xiii) or if such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts Tax is suffered on account of a non-Tax claim) relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify each Borrower Indemnified Party from and against any and all claims, losses and liabilities (including Attorney Costs) (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) arising out of or resulting from this Agreement or any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Collateral; excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted solely from the bad faith, gross negligence or willful misconduct by the Borrower Indemnified Party seeking indemnification and (b) Taxes other than as described in clause (xiv) below or Taxes that represent losses, claims or damages claims, damages, etc., arising from any non-Tax claim. Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause clauses (a) and (b) above):

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify each Borrower Indemnified Party from and against any and all claims, losses and liabilities (including Attorney Costs) (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) arising out of or resulting from this Agreement or any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Collateral; excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted from the bad faith, gross negligence or willful misconduct by the Borrower Indemnified Party seeking indemnification and (b) Taxes that are covered by Section 5.03 (other than as described in clause (xiv) below or any Taxes that represent losses, claims or damages claims, damages, etc. arising from any non-Tax claim). Without limiting or being limited by the foregoing, the Borrower shall pay on within 10 days of demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause clauses (a) and (b) above):

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Agents (in their capacities as such or, if applicable, in their capacities as structuring or placement agents with respect to this Agreement), the Lenders, the Backup Servicer, any Successor Servicer, the Collateral Custodian, the Securities Custodian, any Secured Party or its assignee and each Borrower of their respective Affiliates and officers, directors, employees, members and agents thereof (collectively, the “Indemnified Party Parties”), with a copy to the Documentation Agent, from and against any and all damages, losses, claims, losses liabilities and liabilities (related costs and expenses, including Attorney Costs) reasonable and documented attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”” and calculated without duplication of Indemnified Amounts paid by the Servicer pursuant to Section 9.2) awarded against or incurred by, any such Indemnified Party arising out of or resulting from as a result of this Agreement or (including the structuring hereof and syndication of commitments hereunder to the extent that any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Collateral; such Indemnified Party had been engaged therefor), excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent resulting from (x) gross negligence, willful misconduct or bad faith on the part of any Indemnified Party or (y) a claim brought by the Borrower or the Servicer against an Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Transaction Document (including, in each case, the structuring hereof or syndication of commitments hereunder) as to which such breach shall have been found to have occurred by final non-appealable judgment order of a court of competent jurisdiction holds that or (z) without limitation of the Borrower’s obligations under Section 2.13, under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such portion of such Borrower Indemnified Amounts resulted from the bad faith, gross negligence or willful misconduct by the Borrower Indemnified Party seeking indemnification and (b) Taxes other than as described in clause (xiv) below or Taxes that represent losses, claims or damages arising from connection herewith to any non-Tax claimtaxing authority. Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at indemnify the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Parties for Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral Custodian, the Securities Intermediary, the Secured Parties, the Lenders and each Borrower of their respective assigns and directors, officers, employees, agents and advisors (collectively, the “Indemnified Party Parties”), forthwith on demand, from and against any and all damages, losses, claims, losses liabilities and liabilities (related costs and expenses, including Attorney Costs) reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Borrower Indemnified Amounts”) awarded against or incurred by such Indemnified Party and other non-monetary damages of any such Indemnified Party or any of them arising out of or resulting from as a result of this Agreement or any other Transaction Document having an interest in the Collateral or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Loan included in the Collateral; , excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted resulting from the bad faith, gross negligence or willful misconduct by on the Borrower part of any Indemnified Party seeking indemnification and or in respect of Taxes (b) Taxes other than as those described in clause (xivxii) below of this Section 10.1(a) or Taxes that represent lossesin Section 2.12, claims Section 2.13, or damages arising Section 12.9). If the Borrower has made any indemnity payment pursuant to this Section 10.1 and Section 10.3 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from any non-Tax claimothers in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting or being limited by the foregoing, the Borrower shall pay indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligence or willful misconduct on demand (it being understood that if any portion the part of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts Party) relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify each Borrower Indemnified Party from and against any and all claims, losses and liabilities (including Attorney Costs) (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) arising out of or resulting from this Agreement or any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Collateral; excluding, however, (ax) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted from the bad faith, gross negligence or willful misconduct by the Borrower Indemnified Party seeking indemnification indemnification, (y) Borrower Indemnified Amounts resulting from a claim brought by the Borrower, any Originator, the Servicer, or the Performance Guarantor against an Borrower Indemnified Party for breach in bad faith of such Borrower Indemnified Party’s obligations hereunder or under any other Transaction Document, if such party has obtained a final and nonappealable judgment in its favor on such claim against the Borrower Indemnified Party as determined by a court of competent jurisdiction and (bz) Taxes that are either (i) indemnified by Section 5.03 or (ii) Taxes other than as Taxes arising from any non-Tax Borrower Indemnified Amount (provided that this clause (z) shall not operate to exclude from Borrower Indemnified Amounts any Taxes described in clause (xiv) below or Taxes that represent losses, claims or damages arising from any non-Tax claimbelow). Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause clauses (bx) through (z) above):

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify each Borrower Indemnified Party from and against any and all claims, losses and liabilities (including Attorney Costs) (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) arising out of or resulting from this Agreement or any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Collateral; excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted from the bad faith, gross negligence or willful misconduct by the Borrower Indemnified Party seeking indemnification and (b) Taxes other than as described in clause (xiv) below or Taxes that represent losses, claims or damages arising from any non-Tax claimare covered by Section 5.03. Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause clauses (a) and (b) above):

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify each Borrower Indemnified Party from and against any and all claims, losses and liabilities (including Attorney Costs) (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) arising out of or resulting from this Agreement or any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Collateral; excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted from the bad faith, gross negligence or willful misconduct by the Borrower Indemnified Party seeking indemnification and (b) Taxes that are covered by Section 4.03 (other than as described in clause (xivA) below or any Taxes that represent losses, claims or damages claims, damages, etc. arising from any non-Tax claimclaim or (B) Taxes specifically enumerated below). Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.013.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause clauses (a) and (b) above):

Indemnities by the Borrower. (a) Without Except for Taxes (other than Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim) and without limiting any other rights that which the Affected Parties, the Secured Parties, the Administrative Agent, the Credit PartiesLenders, the Affected Persons and Collateral Agent, the Account Bank, the Collateral Custodian or any of their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) Affiliates may have hereunder or under Applicable Law, the Borrower Loan Parties hereby agrees agree to indemnify indemnify, jointly and severally, the Affected Parties, the Secured Parties, the Administrative Agent, the Lenders, the Collateral Agent, the Account Bank, the Collateral Custodian and each Borrower of their respective Affiliates, assigns, officers, directors, employees and agents (each, an "Indemnified Party" for purposes of this Article VIII) against, and to hold each Indemnified Party from and against harmless from, any and all damages, losses, claims, losses liabilities and liabilities related costs and expenses, including attorneys' fees and disbursements of (including Attorney Costsx) one outside counsel to the Administrative Agent (and any Lender Affiliated with the Administrative Agent) and the Lenders (subject to clause (z) below), (y) one outside counsel to the Collateral Agent, the Account Bank and the Collateral Custodian, and (z) one counsel per foreign or local jurisdiction deemed reasonably necessary by the Administrative Agent or the Collateral Agent, as applicable (all of the foregoing being collectively referred to as “Borrower "Indemnified Amounts”) "), awarded against or actually incurred by such Indemnified Party arising out of, in any way connected with, or as a result of this Agreement, any of the other Transaction Documents or resulting from in respect of any of the Collateral or any claim, litigation, investigation or proceeding relating to any of the foregoing, including the enforcement of this Agreement or any other Transaction Document against the Borrower, regardless of whether any such Indemnified Party is a party thereto (and regardless of whether such matter is initiated by a third party or by the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable Borrower or any other Collateralof its Affiliates or shareholders); excluding, however, (a) any portion of Borrower provided that Indemnified Amounts shall not be available to an Indemnified Party to the extent a final non-appealable judgment of that such damages, losses, claims, liabilities and related costs and expenses (i) are determined by a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts by a final and nonappealable judgment to have resulted solely from the bad faith, gross negligence or willful misconduct by on the Borrower part of such Indemnified Party seeking indemnification and or (bii) Taxes other than as described in clause (xiv) below or Taxes that represent losses, claims or damages arising result from any non-Tax claim. Without limiting or being limited by Loan Assets which are uncollectible due to the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), Obligor’s financial inability to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):pay.

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Secured Parties and the Independent Manager and each Borrower of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Indemnified Party Parties”), forthwith on demand, from and against any and all claimsdamages, losses losses, claims (whether brought by or involving the Borrower or any third party), liabilities and liabilities (related reasonable out-of-pocket costs and expenses, including Attorney Costs) reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Borrower Indemnified Amounts”) awarded against, incurred by or asserted against such Indemnified Party or any of them arising out of or resulting from as a result of this Agreement (including the enforcement of any provision hereof) or any other Transaction Document having an interest in the Collateral or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Loan included in the Collateral; , excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted resulting from the bad faith, gross negligence or willful misconduct by on the part of any Indemnified Party. If the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Party seeking indemnification and (b) Taxes other than as described Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in clause (xiv) below or Taxes that represent losses, claims or damages arising from any non-Tax claimrespect of such Indemnified Amounts. Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to indemnify each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower for Indemnified Amounts (except to the extent resulting from gross negligence or willful misconduct on the part of any Indemnified Party) relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) which any such Person may have hereunder or under Applicable Lawapplicable law, the Borrower hereby agrees to indemnify indemnify, the Lender, its Affiliates, successors, permitted transferees and assigns and all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each Borrower an “Indemnified Party Party”), forthwith on demand, from and against any and all damages, losses, claims, losses liabilities and liabilities (related costs and expenses, including Attorney Costs) attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) awarded against or incurred by any of them arising out of or resulting from as a result of this Agreement Agreement, the other Facility Documents, or any other Transaction Document transaction contemplated hereby or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Collateral; thereby excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds determines that such portion of such Borrower Indemnified Amounts they resulted from the gross negligence, bad faith, gross negligence faith or willful misconduct on the part of such Indemnified Party, (b) in the event that the Lender has assigned its rights or delegated its obligations in respect of this Agreement, and the Indemnified Amounts with respect to such assignee exceed the Indemnified Amounts that would otherwise have been payable by the Borrower Indemnified Party seeking indemnification to the Lender, the amount of such excess, (c) taxes expressly excluded from Taxes in Section 3.02(a) above (other than any such Taxes that are incremental and arise solely by reason of a breach by the Borrower of its obligations under this Agreement), and (bd) Taxes other than as described in clause (xiv) below any lost profits or Taxes that represent lossesindirect, claims exemplary, punitive or consequential damages arising from of any non-Tax claimIndemnified Party. Without limiting In any suit, proceeding or being limited action brought by the foregoingLender in connection with any Collateral for any sum owing thereunder, or to enforce any provisions of any Collateral, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collectionswill save, such payment will be made at indemnify and hold the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party Lender harmless from and against all expense, loss or damage suffered by reason of any and all defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by the Borrower Indemnified Amounts relating of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or resulting in favor of such account debtor or obligor or its successors from any the Borrower. The Borrower also agrees to reimburse the Lender as and when billed by the Lender for all the Lender’s out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of the following (but excluding Lender’s rights under this Agreement, the Note, any other Facility Document or any transaction contemplated hereby or thereby, including without limitation the fees and disbursements of its counsel. The Borrower hereby acknowledges that, notwithstanding the fact that the Note is secured by the Collateral, the obligation of the Borrower under the Note is a recourse obligation of the Borrower. Under no circumstances shall any Indemnified Amounts and Taxes described in clause (b) above):Party be liable to the Borrower for any lost profits or indirect, exemplary, punitive or consequential damages.

Indemnities by the Borrower. (a) Without limiting any other rights that The Borrower agrees to hold the Administrative Lender, the Agent, the Credit PartiesCustodian, the Affected Persons Collection Account Bank, the Lockbox Account Bank, the Backup Servicer, any successor servicer and each Liquidity Provider, and their respective assignsdirectors, officers, directors, agents advisors and employees (each, a an “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to harmless from and indemnify each Borrower Indemnified Party from against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party in any and all claimssuit, losses and liabilities (including Attorney Costs) (all of the foregoing being collectively referred action, claim or proceeding relating to as “Borrower Indemnified Amounts”) or arising out of or resulting from this Agreement Agreement, any other Loan Document, any Collateral or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Transaction Document Loan Document, any Collateral or any transaction contemplated hereby or thereby, including, without limitation, (i) any Medallion Loan pledged hereunder not constituting an Eligible Medallion Loan, (ii) the use offering or effectuation of any securitization, or (iii) the commingling of the proceeds of the Credit Extensions or the security interest Collateral at any time with other funds, except, in respect of any Pool Receivable or any other Collateral; excludingeach case, however, (a) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that arising from such portion of such Borrower Indemnified Amounts resulted from the bad faith, Party’s gross negligence or willful misconduct misconduct. In any suit, proceeding or action brought by the Agent or any other Secured Party in connection with any Collateral for any sum owing thereunder, or to enforce any provisions of such Collateral, the Borrower will save, indemnify and hold such Secured Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by the Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from the Borrower. The Borrower also agrees to reimburse the Agent and the Lender as and when billed by the Agent or the Lender for all of such Person’s reasonable costs and expenses incurred in connection with the enforcement or the preservation of such Person’s rights under this Agreement, any other Loan Document, any Collateral or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel (including reasonable fees and disbursements incurred in any action or proceeding between the Borrower and an Indemnified Party seeking indemnification or between an Indemnified Party and (b) Taxes other than as described in clause (xiv) below or Taxes any third party relating hereto). The Borrower hereby acknowledges that, notwithstanding the fact that represent losses, claims or damages arising from any non-Tax claim. Without limiting or being limited the Secured Obligations are secured by the foregoingCollateral, the Borrower shall pay on demand (it being understood that if any portion of such payment each Secured Obligation is a recourse obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):Borrower.

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral Custodian, the Document Custodian, the Account Bank, the Secured Parties, the Lenders and each Borrower of their respective assigns and directors, officers, employees, agents and advisors (collectively, the “Indemnified Party Parties”), forthwith on demand, from and against any and all claimsdamages, losses losses, claims (whether brought by or involving the Borrower or any other third party), liabilities and liabilities (related costs and expenses, including Attorney Costs) reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Borrower Indemnified Amounts”) awarded against or incurred by such Indemnified Party and other non-monetary damages of any such Indemnified Party or any of them arising out of or resulting from as a result of (including any enforcement of) this Agreement or any other Transaction Document having an interest in the Collateral or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Loan included in the Collateral; , excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted resulting from the bad faith, gross negligence or willful misconduct by on the Borrower part of any Indemnified Party seeking indemnification and or in respect of Taxes (b) Taxes other than as those described in clause (xivxii) below of this Section 10.1(a) or Taxes that represent lossesin Section 2.12, claims Section 2.13, or damages arising Section 12.9). If the Borrower has made any indemnity payment pursuant to this Section 10.1 and Section 10.3 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from any non-Tax claimothers in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting or being limited by the foregoing, the Borrower shall pay indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligence or willful misconduct on demand (it being understood that if any portion the part of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts Party) relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify each Borrower Indemnified Party from and against any and all claims, losses and liabilities (including Attorney Costs) (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) arising out of or resulting from this Agreement or any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Collateral; excluding, however, (a) any portion of Borrower Indemnified Amounts to (x) resulted solely from the extent gross negligence or willful misconduct by the Borrower Indemnified Party seeking indemnification, as determined by a final non-appealable judgment of a court of competent jurisdiction holds that such portion jurisdiction, (y) resulting from a material breach of any Transaction Document on the part of such Borrower Indemnified Amounts resulted from Party, as determined by a final non-appealable judgment of a court of competent jurisdiction, or (z) that constitute recourse with respect to a Pool Receivable by reason of an Event of Bankruptcy or insolvency, or the bad faithfinancial or credit condition or financial default, gross negligence or willful misconduct by of the Borrower Indemnified Party seeking indemnification related Obligor, and (b) Taxes (other than as described in clause (xiv) below or any Taxes that represent losses, claims or damages claims, damages, etc. arising from any non-Tax claimClaim). Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause clauses (a) and (b) above):): any Pool Receivable which the Borrower or the Servicer includes as an Eligible Receivable as part of the Net Pool Balance but which is not an Eligible Receivable at such time; any representation, warranty or statement made or deemed made by the Borrower (or any of its officers) under or in connection with this Agreement, any of the other Transaction Documents, any Information Package, any Purchase Report or any 95 against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other reasonable and documented out-of-pocket costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) Servicer Indemnified Amounts (x) resulted solely from the gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnification, as determined by a final non-appealable judgment of a court of competent jurisdiction holds that such Servicer Indemnified Amounts, (y) resulting from a material breach of any Transaction Document on the part of such Servicer Indemnified Party, as determined by a final non-appealable judgment of a court of competent jurisdiction, or (z) that constitute recourse with respect to a Pool Receivable by reason of an Event of Bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor, (ii) Taxes (other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax Claim), and (iii) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above): any Pool Receivable which the Servicer includes as an Eligible Receivable as part of the Net Pool Balance but which is not an Eligible Receivable at such time; any representation, warranty or statement made or deemed made by the Servicer (or any of its respective officers) under or in connection with this Agreement, any of the other Transaction Documents, any Information Package, any Purchase Report or any other information or report delivered by or on behalf of the Servicer pursuant hereto which shall have been untrue or incorrect when made or deemed made; the failure by the Servicer to comply with any Applicable Law with respect to any Pool Receivable or the related Contract; or the failure of any Pool Receivable or the related Contract to conform to any such Applicable Law; any failure of the Servicer to perform any of its duties or obligations under any Contract related to any Receivable; the commingling of Collections of Pool Receivables at any time with other funds; or any failure of the Servicer to comply with its covenants, obligations and agreements contained in this Agreement or any other Transaction Document. 98 THEMUFG BANK OF TOKYO-MITSUBISHI UFJ, LTD.,(Missing Graphic Reference) NEW YORK BRANCH, as Administrative Agent By:(Missing Graphic Reference) Name: Title: THEMUFG BANK OF TOKYO-MITSUBISHI UFJ, LTD.,(Missing Graphic Reference) NEW YORK BRANCH, as Group Agent for the BTMUMUFG Group By:(Missing Graphic Reference) Name: Title: THEMUFG BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as a Committed Lender By:(Missing Graphic Reference) Name: Title: S- 2 Loan and Security Agreement EXHIBIT A Form of Loan Request [Letterhead of Borrower] [Date] [Administrative Agent] [Group Agents] Re: Loan Request Ladies and Gentlemen: Reference is hereby made to that certain Loan and Security Agreement, dated as of May 5, 2017 among Hill-Rom Finance Company LLC (the “Borrower”), Hill-Rom Company, Inc., as Servicer (the “Servicer”), the Lenders party thereto, the Group Agents party thereto and MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, LTD., New York BranchLtd.), as Administrative Agent (in such capacity, the “Administrative Agent”) (as amended, supplemented or otherwise modified from time to time, the “Agreement”). Capitalized terms used in this Loan Request and not otherwise defined herein shall have the meanings assigned thereto in the Agreement. This letter constitutes a Loan Request pursuant to Section 2.02(a) of the Agreement. The Borrower hereby request a Loan in the amount of [$_______] to be made on [_____, 20__] and for a Tranche Period of [one] [two] [three] [month[s]]. The proceeds of such Loan should be deposited to [Account number], at [Name, Address and ABA Number of Bank]. After giving effect to such Loan, the Aggregate Capital will be [$_______]. The Borrower hereby represents and warrants as of the date hereof, and after giving effect to such Credit Extension, as follows: the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 and 7.02 of the Agreement are true and correct in all material respects on and as of the date of such Credit Extension as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date; no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Credit Extension; no Borrowing Base Deficit exists or would exist after giving effect to such Credit Extension; the Aggregate Capital will not exceed the Facility Limit; Exhibit A- 1 EXHIBIT B Form of Reduction Notice [LETTERHEADOF BORROWER] [Date] [Administrative Agent] [Group Agents] Re: Reduction Notice Ladies and Gentlemen: Reference is hereby made to that certain Loan and Security Agreement, dated as of May 5, 2017 among Hill-Rom Finance Company LLC, as borrower (the “Borrower”), Hill-Rom Company, Inc., as Servicer (the “Servicer”), the Lenders party thereto, and MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, LTD., New York BranchLtd.), as Administrative Agent (in such capacity, the “Administrative Agent”) (as amended, supplemented or otherwise modified from time to time, the “Agreement”). Capitalized terms used in this Reduction Notice and not otherwise defined herein shall have the meanings assigned thereto in the Agreement. This letter constitutes a Reduction Notice pursuant to Section 2.02(d) of the Agreement. The Borrower hereby notifies the Administrative Agent and the Lenders that it shall prepay the outstanding Capital of the Lenders in the amount of [$_______] to be made on [_____, 201_]. After giving effect to such prepayment, the Aggregate Capital will be [$_______]. The Borrower hereby represents and warrants as of the date hereof, and after giving effect to such reduction, as follows: the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 and 7.02 of the Agreement are true and correct in all material respects on and as of the date of such prepayment as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date; no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such prepayment; no Borrowing Base Deficit exists or would exist after giving effect to such prepayment; the Aggregate Capital will not exceed the Facility Limit; no Performance Test is then being breached; and Exhibit B- 1 EXHIBIT C [Form of Assignment and Acceptance Agreement] Dated as of ___________, 20__ Section 1. Commitment assigned: $[_____] Assignor’s remaining Commitment: $[_____] Capital allocable to Commitment assigned: $[_____] Assignor’s remaining Capital: $[_____] Interest (if any) allocable to Capital assigned: $[_____] Interest (if any) allocable to Assignor’s remaining Capital: $[_____] Section 2. Effective Date of this Assignment and Acceptance Agreement: [__________] Upon execution and delivery of this Assignment and Acceptance Agreement by the assignee and the assignor and the satisfaction of the other conditions to assignment specified in Section 14.03(b) of the Agreement (as defined below), from and after the effective date specified above, the assignee shall become a party to, and, to the extent of the rights and obligations thereunder being assigned to it pursuant to this Assignment and Acceptance Agreement, shall have the rights and obligations of a Committed Lender under that certain Loan and Security Agreement, dated as of May 5, 2017 among Hill-Rom Finance Company LLC, Hill-Rom Company, Inc., as Servicer, the Lenders party thereto, the Group Agents party thereto and MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, LTD., New York BranchLtd.), as Administrative Agent (as amended, supplemented or otherwise modified from time to time, the “Agreement”). (Signature Pages Follow) Exhibit C- 1 ASSIGNOR: [_________] By: Name: Title ASSIGNEE: [_________] By:(Missing Graphic Reference) Name: Title: [Address] Accepted as of date first above written: THE BANK OF TOKYO-MITSUBISHI UFJ, MUFG BANK, LTD., NEW YORK BRANCH, as Administrative Agent By:(Missing Graphic Reference) Name: Title: HILL-ROM FINANCE COMPANY LLC By:(Missing Graphic Reference) Name: Title:] Exhibit C- 2 EXHIBIT D [Form of Assumption Agreement] THIS ASSUMPTION AGREEMENT (this “Agreement”), dated as of [______ __, ____], is among ____________________ (the “Borrower”), [________], as conduit lender (the “[_____] Conduit Lender”), [________], as the Related Committed Lender (the “[______] Committed Lender” and together with the Conduit Lender, the “[_____] Lenders”), and [________], as group agent for the [_____] Lenders (the “[______] Group Agent” and together with the [_____] Lenders, the “[_______] Group”). BACKGROUND The Borrower and various others are parties to a certain Loan and Security Agreement, dated as of May 5, 2017 among Hill-Rom Finance Company LLC, Hill-Rom Company, Inc., as Servicer, the Lenders party thereto, the Group Agents party thereto and MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, LTD., New York BranchLtd.), as Administrative Agent (as amended, supplemented or otherwise modified from time to time, the “Loan and Security Agreement”). Capitalized terms used and not otherwise defined herein have the respective meaning assigned to such terms in the Agreement.

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify each Borrower Indemnified Party from and against any and all claims, losses and liabilities (including Attorney Costs) (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) arising out of or resulting from this Agreement or any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Collateral; excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted primarily from the bad faith, gross negligence or willful misconduct by the Borrower Indemnified Party seeking indemnification and indemnification, (b) Taxes (other than as described in clause (xiv) below or any Taxes that represent losses, claims or damages claims, damages, etc. arising from any non-Tax claim) and (c) Borrower Indemnified Amounts arising from a claim by one Borrower Indemnified Party against another Borrower Indemnified Party (other than actions against the Administrative Agent in its capacity as Administrative Agent or similar capacity and also excluding any action, claim or dispute involving the Borrower or any of its Affiliates or resulting from any action or inaction by the Borrower or any of its Affiliates). Without limiting or being limited by the foregoing, the Borrower shall pay on written demand (which demand shall be accompanied by documentation of the Borrower Indemnified Amounts in reasonable detail) (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause clauses (a), (b) and (c) above):

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Trustee, the Purchaser Agents, the Backup Servicer, the Secured Parties, the Affected Parties and each Borrower of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Indemnified Party Parties”), forthwith on demand, from and against any and all damages, losses, claims, losses liabilities and liabilities (related costs and expenses, including Attorney Costs) reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Borrower Indemnified Amounts”) awarded against or incurred by such Indemnified Party arising out of or resulting from as a result of this Agreement or any other Transaction Document the ownership of an interest in the Collateral or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Loan included in the Collateral; , excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted resulting from the bad faith, gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification; provided, however, that nothing contained in this sentence shall limit the liability of the Borrower or limit the recourse of the Secured Parties to the Borrower for amounts otherwise specifically provided to be paid by the Borrower under the terms of this Agreement. If the Borrower has made any indemnity payment pursuant to this Section 11.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Party seeking indemnification and (b) Taxes other than as described Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in clause (xiv) below or Taxes that represent losses, claims or damages arising from any non-Tax claimrespect of such indemnified amounts. Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to indemnify each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower for Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Secured Parties and each Borrower of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Indemnified Party Parties”), forthwith on demand, from and against any and all claimsdamages, losses losses, claims (whether brought by or involving the Borrower or any third party), liabilities and liabilities (related costs and expenses, including Attorney Costs) reasonable fees and disbursements of attorneys and experts (all of the foregoing being collectively referred to as the “Borrower Indemnified Amounts”) awarded against, incurred by or asserted against such Indemnified Party or any of them arising out of or resulting from as a result of this Agreement (including the enforcement of any provision hereof) or any other Transaction Document having an interest in the Collateral or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Loan included in the Collateral; , excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted resulting from the bad faith, gross negligence or willful misconduct by on the part of any Indemnified Party. If the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others (including insurance companies) in respect of such Indemnified Party seeking indemnification and (b) Taxes other than as described Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in clause (xiv) below or Taxes that represent losses, claims or damages arising from any non-Tax claimrespect of such Indemnified Amounts. Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to indemnify each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower for Indemnified Amounts (except to the extent resulting from gross negligence or willful misconduct on the part of any Indemnified Party) relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Secured Parties, the Affected Parties and each Borrower of their respective Affiliates, assigns and officers, directors, employees and agents thereof (collectively, the "Indemnified Party Parties"), forthwith on demand, from and against any and all damages, losses, claims, losses liabilities and liabilities (related costs and expenses, including Attorney Costs) reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as “Borrower the "Indemnified Amounts”") awarded against or incurred by such Indemnified Party and other non-monetary damages of any such Indemnified Party or any of them arising out of or resulting from as a result of this Agreement or any other Transaction Document having an interest in the Collateral or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Loan included in the Collateral; , excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted resulting solely from the bad faith, (x) gross negligence or willful misconduct by on the Borrower part of any Indemnified Party seeking indemnification and or (by) in respect of Taxes (other than as described in clause (xiv) below or any Taxes that represent damages, losses, claims or damages claims, liabilities and related costs and expenses arising from any non-Tax claimclaim and other than those described in clause (xiii) of this Section 11.1(a)). Without limiting or being limited by the foregoing, the Borrower shall pay on demand indemnify each Indemnified Party for Indemnified Amounts (it being understood that if any portion of such payment obligation is made except to the extent resulting from Collections, such payment will be made at the time and in the order of priority conditions set forth in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts clauses (x) or (y) above) relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Deal Agent, the Backup Servicer, the Collateral Agent, the Successor Servicer, the Secured Parties, and each Borrower of their respective Affiliates and officers, directors, employees and agents thereof (collectively, the “Indemnified Party Parties”), forthwith on demand, from and against any and all damages, losses, claims, losses liabilities and liabilities (related costs and expenses, including Attorney Costs) reasonable and documented attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Borrower Indemnified Amounts”) awarded against or incurred by such Indemnified Party or other non-monetary damages of any such Indemnified Party any of them arising out of or resulting from as a result of this Agreement or any other Transaction Document the financing or the use of proceeds maintenance of the Credit Extensions Capital or the security interest in respect of any Pool Receivable Loan or any Contract (including any reasonable and documented legal fees and expenses incurred in connection with any action or suit brought by an Indemnified Party to enforce any indemnification or other Collateral; obligation of the Borrower by such Indemnified Party for any indemnification or other obligation of the Borrower), excluding, however, (ax) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted resulting from the bad faith, gross negligence or willful misconduct by on the part of such Indemnified Party or (y) Indemnified Amounts that have the effect of recourse for non-payment of the Loans due to credit problems of the Obligors (except as otherwise specifically provided in this Agreement). If the Borrower has made any indemnity payment pursuant to this Section 11.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Party seeking indemnification and (b) Taxes other than as described Amounts, then the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in clause (xiv) below or Taxes that represent losses, claims or damages arising from any non-Tax claimrespect of such indemnified amounts. Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to indemnify each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower for Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify each Borrower Indemnified Party from and against any and all claims, losses and liabilities (including Attorney Costs) (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) arising out of or resulting from this Agreement or any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Collateral; excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted solely from the bad faith, gross negligence or willful misconduct by the Borrower Indemnified Party seeking indemnification and (b) Taxes (other than as described (x) Taxes enumerated below in clause (xiv) below or and (y) any Taxes that represent losses, claims or damages claims, damages, etc. arising from any non-Tax claim). Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause clauses (a) and (b) above):

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Deal Agent, the Backup Servicer, the Collateral Agent, the Successor Servicer, the Lenders, the other Secured Parties, and each Borrower of their respective Affiliates and officers, directors, employees and agents thereof (collectively, the “Indemnified Party Parties”), forthwith on demand, from and against any and all damages, losses, claims, losses liabilities and liabilities (related costs and expenses, including Attorney Costs) attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Borrower Indemnified Amounts”) awarded against or incurred by such Indemnified Party or other non‑monetary damages of any such Indemnified Party any of them arising out of or resulting from as a result of this Agreement or any other Transaction Document the financing or the use of proceeds maintenance of the Credit Extensions Aggregate Loan Amount or the security interest in respect of any Pool Receivable Loan or any other Collateral; Contract, excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted resulting from the bad faith, gross negligence or willful misconduct by on the Borrower part of an Indemnified Party seeking indemnification and or (b) Taxes other than Indemnified Amounts that have the effect of recourse for non‑payment of the Loans due to credit problems of the Obligors (except as described otherwise specifically provided in clause (xiv) below or Taxes that represent lossesthis Agreement). If the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, claims or damages arising the recipient shall repay to the Borrower an amount equal to the amount it has collected from any non-Tax claimothers in respect of such Indemnified Amounts. Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to indemnify each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower for Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Trustee, the Secured Parties, the Affected Parties and each Borrower of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Indemnified Party Parties”), forthwith on demand, from and against any and all damages, losses, claims, losses liabilities and liabilities (related costs and expenses, including Attorney Costs) reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Borrower Indemnified Amounts”) awarded against or incurred by such Indemnified Party or any of them arising out of or resulting from as a result of this Agreement or any other Transaction Document holding an interest in the Collateral or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Loan included in the Collateral; , excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted resulting from the bad faith, gross negligence or willful misconduct by on the part of such Indemnified Party. If the Borrower has made any indemnity payment pursuant to this Section 11.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Party seeking indemnification and (b) Taxes other than as described Amounts, then the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in clause (xiv) below or Taxes that represent losses, claims or damages arising from any non-Tax claimrespect of such indemnified amounts. Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to indemnify each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower for Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):from:

Indemnities by the Borrower. (a) Without limiting any other rights that which any Indemnified Party (as defined below) may have hereunder or under applicable law, the Administrative Borrower hereby agrees to indemnify the Agent, the Credit PartiesLender, the each Affected Persons Party, each Hedge Counterparty and each other Secured Party and their respective assigns, officers, directors, agents and employees (each, a each an “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify each Borrower Indemnified Party from and against any and all damages, losses, claims, losses liabilities, costs, expenses and liabilities for all other amounts payable, including reasonable attorneys’ fees (including Attorney Costswhich attorneys may be employees of the Agent or the Lender) and disbursements (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) awarded against or reasonably incurred by any of them arising out of or resulting from as a result of this Agreement or the acquisition, either directly or indirectly, by any other Transaction Document or the use Secured Party of proceeds of the Credit Extensions or the security an interest in respect of any Pool Receivable or any other Collateral; the Loans, excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted from the bad faith, gross negligence or willful misconduct by on the Borrower part of such Indemnified Party seeking indemnification and (b) Taxes other than as described in clause (xiv) below or Taxes that represent losses, claims or damages arising from any non-Tax claimParty. Without limiting or being limited by the foregoinggenerality of the foregoing indemnification, the Borrower shall pay indemnify the Indemnified Parties for Indemnified Amounts (including, without limitation, losses in respect of uncollectible Loans, regardless of whether reimbursement therefor would constitute recourse to the Borrower, but excluding Indemnified Amounts to the extent final judgment of a court of competent jurisdiction holds such Indemnified Amounts resulted from gross negligence or willful misconduct on demand (it being understood that if any portion the part of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts Party) relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify each Borrower Indemnified Party from and against any and all claims, losses and liabilities (including Attorney Costs) (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) arising out of or resulting from this Agreement or any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Collateral; excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted from the bad faith, gross negligence or willful misconduct by the Borrower Indemnified Party seeking indemnification and (b) Taxes other than as described in clause (xiv) below or Taxes that represent losses, claims or damages arising from any non-Tax claim. Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts described in clause (a) above and Taxes described in clause (bclause(b) above):

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify each Borrower Indemnified Party from and against any and all claims, losses and liabilities (including Attorney Costs) (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) arising out of or resulting from this Agreement or any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Collateral; excluding, however, (ax) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted primarily from the bad faith, gross negligence or willful misconduct by the Borrower Indemnified Party seeking indemnification and (by) Taxes other than as described in clause that are not attributable to either (xivA) below or Taxes that represent losses, claims or damages arising from any a non-Tax claimTax-related Borrower Indemnified Amount or (B) a Tax-related Borrower Indemnified Amount specified below. Without limiting or being limited by the foregoing, the Borrower shall pay on written demand (which demand shall be accompanied by documentation of the Borrower Indemnified Amounts in reasonable detail) (it being understood that if any portion of such payment obligation is made from Collections or Deemed Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause clauses (bx) and (y) above):

Indemnities by the Borrower. (a) Without Except for Taxes (other than Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim) and without limiting any other rights that which the Affected Parties, the Secured Parties, the Administrative Agent, the Credit PartiesLenders, the Affected Persons and Collateral Agent, the Account Bank, the Collateral Custodian or any of their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) Affiliates may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Affected Parties, the Secured Parties, the Administrative Agent, the Lenders, the Collateral Agent, the Account Bank, the Collateral Custodian and each Borrower of their respective Affiliates, assigns, officers, directors, employees and agents (each, an "Indemnified Party" for purposes of this Article VIII) against, and to hold each Indemnified Party from and against harmless from, any and all damages, losses, claims, losses liabilities and liabilities (related costs and expenses, including Attorney Costs) attorneys' fees and disbursements (all of the foregoing being collectively referred to as “Borrower "Indemnified Amounts”) "), awarded against or actually incurred by such Indemnified Party arising out of, in any way connected with, or as a result of or resulting from this Agreement or Agreement, any of the other Transaction Document Documents or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable of the Collateral or any other Collateralclaim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any such Indemnified Party is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower or any of its Affiliates or shareholders); excluding, however, (a) any portion of Borrower provided that Indemnified Amounts shall not be available to an Indemnified Party to the extent a final non-appealable judgment of that such damages, losses, claims, liabilities and related costs and expenses are determined by a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts by a final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct by on the Borrower Indemnified Party seeking indemnification and (b) Taxes other than as described in clause (xiv) below or Taxes that represent losses, claims or damages arising from any non-Tax claim. Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion part of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):Party.

Indemnities by the Borrower. (a) Without Except for Taxes (other than Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim) and without limiting any other rights that which the Affected Parties, the Secured Parties, the Administrative Agent, the Credit PartiesLenders, the Affected Persons and Collateral Agent, the Account Bank, the Collateral Custodian or any of their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) Investment Affiliates may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Affected Parties, the Secured Parties, the Administrative Agent, the Lenders, the Collateral Agent, the Account Bank, the Collateral Custodian and each Borrower of their respective Investment Affiliates, assigns, officers, directors, employees and agents (each, an “Indemnified Party” for purposes of this Article VIII) against, and to hold each Indemnified Party from and against harmless from, any and all damages, losses, claims, losses liabilities and liabilities related costs and expenses, including attorneys’ fees and disbursements of (including Attorney Costsx) one outside counsel to the Administrative Agent and the Lenders, (y) one outside counsel to the Collateral Agent, the Account Bank and the Collateral Custodian, and (z) one counsel per foreign or local jurisdiction (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) ), awarded against or actually incurred by such Indemnified Party arising out of, in any way connected with, or as a result of this Agreement, any of the other Transaction Documents or resulting from in respect of any of the Collateral Portfolio or any claim, litigation, investigation or proceeding relating to any of the foregoing, including the enforcement of this Agreement or any other Transaction Document against the Borrower, regardless of whether any such Indemnified Party is a party thereto (and regardless of whether such matter is initiated by a third party or by the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable Borrower or any other Collateralof its Investment Affiliates or shareholders); excluding, however, (a) any portion of Borrower provided that Indemnified Amounts shall not be available to an Indemnified Party to the extent a final non-appealable judgment of that such damages, losses, claims, liabilities and related costs and expenses (i) are determined by a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts by a final and nonappealable judgment to have resulted solely from the bad faith, gross negligence or willful misconduct by on the Borrower part of such Indemnified Party seeking indemnification and or (bii) Taxes other than as described in clause (xiv) below or Taxes that represent losses, claims or damages arising result from the uncollectibility of any non-Tax claim. Without limiting or being limited by Loan due to the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), Obligor’s financial inability to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):pay.

Indemnities by the Borrower. (a) Without limiting any other rights that which any Indemnified Party (as defined below) may have hereunder or under applicable law, the Administrative Borrower hereby agrees to indemnify the Agent, the Credit PartiesLenders, the each Affected Persons Party and each other Secured Party and their respective assigns, officers, directors, agents and employees (each, a each an “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify each Borrower Indemnified Party from and against any and all damages, losses, claims, losses liabilities, costs, expenses and liabilities (for all other amounts payable, including Attorney Costs) reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) awarded against or reasonably incurred by any of them arising out of or resulting from as a result of this Agreement or the acquisition, either directly or indirectly, by any other Transaction Document or the use Secured Party of proceeds of the Credit Extensions or the security an interest in respect of any Pool Receivable or any other Collateral; the Assets, excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted from the bad faith, gross negligence or willful misconduct by on the Borrower part of such Indemnified Party seeking indemnification and (b) Taxes other than as described in clause (xiv) below or Taxes that represent losses, claims or damages arising from any non-Tax claimParty. Without limiting or being limited by the foregoinggenerality of the foregoing indemnification, the Borrower shall pay indemnify the Indemnified Parties for Indemnified Amounts (including, without limitation, losses in respect of uncollectible Assets, regardless of whether reimbursement therefor would constitute recourse to the Borrower, but excluding Indemnified Amounts to the extent final non-appealable judgment of a court of competent jurisdiction holds such Indemnified Amounts resulted from gross negligence or willful misconduct on demand (it being understood that if any portion the part of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts Party) relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify each Borrower Indemnified Party from and against any and all claims, expenses, damages, losses and liabilities suffered or sustained (including Attorney Costs) (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) arising out of of, relating to or resulting from in connection this Agreement or any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Collateral; excluding, however, (ax) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion Borrower Indemnified Amounts resulted solely from the gross negligence, bad faith, willful misconduct by the Borrower Indemnified Party seeking indemnification, (y) Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such Borrower Indemnified Amounts resulted solely from the bad faith, gross negligence or willful misconduct a material breach of a Transaction Document by the Borrower Indemnified Party seeking indemnification and (bz) Taxes other than as described in clause (xiv) below or Taxes that represent losses, claims or damages arising from any non-Tax claimare covered by Section 4.03. Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.013.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause clauses (bx), (y) and (z) above):

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify each Borrower Indemnified Party from and against any and all claims, losses and liabilities (including Attorney Costs) (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) arising out of or resulting from this Agreement or any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Collateral; excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted solely from the bad faith, gross negligence or willful misconduct by the Borrower Indemnified Party seeking indemnification and indemnification, (b) Taxes Borrower Indemnified Amounts that result from a claim brought by the Borrower against a Borrower Indemnified Party for breach of such Borrower Indemnified Party’s obligations under this Agreement or under any other than Transaction Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as described in clause determined by a court of competent jurisdiction, and (xivc) below or Taxes that represent losses, claims or damages arising from any non-Tax claimare covered by Section 5.03. Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes amounts described in clause clauses (a), (b) and (c) above):

Indemnities by the Borrower. (a) Without Except for Taxes (other than Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim) and without limiting any other rights that which the Affected Parties, the Secured Parties, the Administrative Agent, the Credit PartiesLenders, the Affected Persons and Collateral Agent, the Account Bank, the Collateral Custodian or any of their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) Affiliates may have hereunder or under Applicable Law, but without duplication of any amounts payable pursuant to Section 12.07, the Borrower hereby agrees to indemnify the Affected Parties, the Secured Parties, the Administrative Agent, the Lenders, the Collateral Agent, the Account Bank, the Collateral Custodian and each Borrower of their respective Affiliates, assigns, officers, directors, employees and agents (each, an “Indemnified Party” for purposes of this Article VIII) against, and to hold each Indemnified Party from and against harmless from, any and all damages, losses, claims, losses liabilities and liabilities related costs and expenses (including Attorney Costslimited, solely in the case of amounts owing to the Administrative Agent in respect of attorney’s fees and expenses, to the reasonable and documented attorneys’ fees and disbursements) (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) ), awarded against or actually incurred by such Indemnified Party arising out of, in any way connected with, or as a result of this Agreement, any of the other Transaction Documents or resulting from in respect of any of the Collateral or any claim, litigation, investigation or proceeding relating to any of the foregoing, including the enforcement of this Agreement or any other Transaction Document against the Borrower, regardless of whether any such Indemnified Party is a party thereto (and regardless of whether such matter is initiated by a third party or by the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable Borrower or any other Collateralof its Affiliates or shareholders); excluding, however, (a) any portion of Borrower provided that Indemnified Amounts shall not be available to an Indemnified Party to the extent a final non-appealable judgment of that such damages, losses, claims, liabilities and related costs and expenses (i) are determined by a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts by a final and nonappealable judgment to have resulted solely from the gross negligence, bad faith, gross negligence faith or willful misconduct by on the Borrower part of such Indemnified Party seeking indemnification and (bii) Taxes other than as described in clause (xiv) below or Taxes that represent losses, claims or damages arising from any non-Tax claim. Without limiting or being limited by the foregoingcase of the Collateral Agent, the Borrower shall pay on demand (it being understood that if Account Bank and the Collateral Custodian, result from the uncollectibility of any portion of such payment obligation is made from Collections, such payment will be made at Loan due to the time and in the order of priority set forth in Section 4.01), Obligor’s financial inability to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):pay.

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral Custodian, the Collateral Administrator, the Securities Intermediary, the Secured Parties, the Lenders and each Borrower of their respective assigns and directors, officers, employees, agents and advisors (collectively, the “Indemnified Party Parties”), forthwith on demand, from and against any and all claimsdamages, losses losses, claims (whether brought by or involving the Borrower or any other third party), liabilities and liabilities related costs and expenses, including reasonable attorneys’ fees and disbursements (including Attorney Costslimited to one primary counsel and such other local or special counsel as may be necessary) (all of the foregoing being collectively referred to as the “Borrower Indemnified Amounts”) awarded against or incurred by such Indemnified Party and other non-monetary damages of any such Indemnified Party or any of them arising out of or resulting from as a result of this Agreement or any other Transaction Document or the use of proceeds (including enforcement of the Credit Extensions indemnification obligations hereunder) or having an interest in the security interest Collateral or in respect of any Pool Receivable or any other Loan included in the Collateral; , excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction in a final non-appealable judgment of a court of competent jurisdiction holds that judgment. If the Borrower has made any indemnity payment pursuant to this Section 10.1 and Section 10.3 and such portion payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Borrower Indemnified Amounts resulted from then, the bad faith, gross negligence or willful misconduct by recipient shall repay to the Borrower Indemnified Party seeking indemnification and (b) Taxes other than as described an amount equal to the amount it has collected from others in clause (xiv) below or Taxes that represent losses, claims or damages arising from any non-Tax claimrespect of such indemnified amounts. Without limiting or being limited by the foregoing, the Borrower shall pay indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligence or willful misconduct on demand (it being understood that if any portion the part of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts Party) relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Deal Agent, the Backup Servicer, the Collateral Agent, the Successor Servicer, the Secured Parties, and each Borrower of their respective Affiliates and officers, directors, members, employees and agents thereof (collectively, the “Indemnified Party Parties”), forthwith on demand, from and against any and all damages, losses, claims, losses liabilities and liabilities (related costs and expenses, including Attorney Costs) attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Borrower Indemnified Amounts”) awarded against or incurred by such Indemnified Party or other non-monetary damages of any such Indemnified Party any of them arising out of or resulting from as a result of this Agreement or any other Transaction Document the financing or the use of proceeds maintenance of the Credit Extensions Capital or the security interest in respect of any Pool Receivable Loan or any other Collateral; Contract, excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted resulting from the bad faith, gross negligence or willful misconduct by on the Borrower part of such Indemnified Party seeking indemnification and or (b) Taxes other than as described in clause (xiv) below or Taxes Indemnified Amounts that represent losses, claims or damages arising from any have the effect of recourse for non-Tax claimpayment of the Loans due to credit problems of the Obligors (except as otherwise specifically provided in this Agreement). If the Borrower has made any indemnity payment pursuant to this Section 11.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to indemnify each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower for Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Structuring Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify each Borrower Indemnified Party from and against any and all claims, expenses, damages, losses and liabilities (including Attorney Costs) (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) arising out of of, relating to or resulting from in connection this Agreement or any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Collateral; excluding, however, (ai) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted solely from the bad faith, gross negligence or willful misconduct by the Borrower Indemnified Party seeking indemnification and indemnification, (bii) Taxes (other than as described in clause (xiv) below or Taxes that represent losses, claims or damages claims, damages, etc. arising from any non-Tax claim) and (iii) Borrower Indemnified Amounts arising from a claim by one Borrower Indemnified Party against another Borrower Indemnified Party (other than actions against the Administrative Agent in its capacity as Administrative Agent or similar capacity or as a result of the actions or inaction of the Borrower). Without limiting or being limited by the foregoing, the Borrower shall pay pay, without duplication, on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause clauses (bi), (ii) and (iii) above):

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the any Credit PartiesParty, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify each Borrower Indemnified Party from and against any and all claims, expenses, damages, losses and liabilities suffered or sustained (including Attorney Costs) (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) arising out of of, relating to or resulting from in connection this Agreement or any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Collateral; excluding, however, (ax) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted from the gross negligence, bad faith, gross negligence or willful misconduct by the Borrower Indemnified Party seeking indemnification indemnification, and (by) Taxes other than as described in clause (xiv) below or Taxes that represent losses, claims or damages arising from any non-Tax claimare covered by Section 4.03. Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.013.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause clauses (bx) and (y) above):

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Agent, the Backup Servicer (including in its capacity as Successor Servicer, if applicable), the Trustee, any other Secured Party or its assignee and each Borrower of their respective Affiliates and officers, directors, employees and agents thereof (collectively, the “Indemnified Party Parties”), forthwith on demand, from and against any and all damages, losses, claims, losses liabilities and liabilities (related costs and expenses, including Attorney Costs) reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) awarded against or incurred by, any such Indemnified Party or other non-monetary damages of any such Indemnified Party any of them arising out of or resulting from as a result of this Agreement or any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Collateral; Agreement, excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted resulting from the bad faithfraud, gross negligence or willful misconduct by on the Borrower part of any Indemnified Party seeking indemnification Party, and (b) Taxes under any Federal, state or local income or franchise taxes or any other than as described in clause Tax imposed on or measured by income (xiv) below or Taxes that represent losses, claims any interest or damages penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any non-Tax claimtaxing authority. The provisions of this indemnity shall run directly to and be enforceable by the applicable Indemnified Party subject to the limitations hereof. If the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at indemnify the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Parties for Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) which any such Person may have hereunder or under Applicable Lawapplicable law, the Borrower each Borrower, jointly and severally, hereby agrees to indemnify indemnify, the Lender, its Affiliates, successors, permitted transferees and assigns and all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each Borrower an “Indemnified Party Party”), forthwith on demand, from and against any and all damages, losses, claims, losses liabilities and liabilities (related costs and expenses, including Attorney Costs) reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) awarded against or incurred by any of them arising out of or resulting from as a result of this Agreement Agreement, the other Facility Documents (including without limitation, any Acknowledgement Agreement), or any other Transaction Document transaction contemplated hereby or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Collateral; thereby excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds determines that such portion of such Borrower Indemnified Amounts they resulted from the gross negligence, bad faith, gross negligence faith or willful misconduct by on the Borrower part of such Indemnified Party seeking indemnification and Party, (b) in the event that the Lender has assigned its rights or delegated its obligations in respect of this Agreement, and the Indemnified Amounts with respect to such assignee exceed the Indemnified Amounts that would otherwise have been payable by any Borrower to the Lender, the amount of such excess, (c) Excluded Taxes (other than as described in clause any incremental Taxes arising solely by reason of a breach by any Borrower Party of its obligations under this Agreement), and (xivd) below any lost profits or Taxes that represent lossesindirect, claims exemplary, punitive or consequential damages arising from of any non-Tax claimIndemnified Party. Without limiting In any suit, proceeding or being limited action brought by the foregoingLender in connection with any Collateral for any sum owing thereunder, the Borrower shall pay on demand (it being understood that if or to enforce any portion provisions of such payment obligation is made from Collectionsany Collateral, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party any will save, indemnify and all amounts necessary to indemnify such Borrower Indemnified Party hold the Lender harmless from and against all expense, loss or damage suffered by reason of any and all defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by any Borrower Indemnified Amounts relating of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or resulting in favor of such account debtor or obligor or its successors from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):Borrower.

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify each Borrower Indemnified Party from and against any and all claims, losses and liabilities (including Attorney Costs) (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) arising out of or resulting from this Agreement or any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Collateral; excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted from the bad faith, gross negligence or willful misconduct by the Borrower Indemnified Party seeking indemnification and (b) Taxes other than as described in clause (xiv) below or Taxes that represent losses, claims or damages arising from any non-Tax claim. Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.013.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit PartiesLenders, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify each Borrower Indemnified Party from and against any and all claims, losses and liabilities (including Attorney CostsCosts (excluding the allocated costs of in house counsel and limited to not more than one firm of counsel for all such Borrower Indemnified Parties, taken as a whole, and, if necessary, a single local firm of counsel in each appropriate jurisdiction for all such Borrower Indemnified Parties, taken as a whole (and, in the case of an actual or perceived conflict of interest, of another firm of counsel for such affected Borrower Indemnified Party)) (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) arising out of or resulting from this Agreement or any other Transaction Document or the use of proceeds of the Credit Extensions Loans or the security interest in respect of any Pool Receivable or any other of the Collateral; excluding, however, (ai) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted solely from the bad faithfraud, gross negligence or willful misconduct by the Borrower Indemnified Party seeking indemnification and (ii) Borrower Indemnified Amounts to the extent arising from a claim, action, litigation, investigation, or other proceeding that does not arise from any act or omission by any Bird Transaction Party or any officer, partner, director, trustee, employee, or agent of any Bird Transaction Party and that is brought by any Borrower Indemnified Party against another Borrower Indemnified Party (other than any such claim, action, litigation, investigation, or other proceeding brought against the Administrative Agent in its capacity as such). (b) Taxes other than as described in clause [Reserved]. (xivc) below If for any reason the foregoing indemnification is unavailable to any Borrower Indemnified Party or Taxes that represent lossesinsufficient to hold it harmless, claims or damages arising from any non-Tax claim. Without limiting or being limited by the foregoing, then the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), contribute to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all the amount paid or payable by such Borrower Indemnified Amounts relating Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to or resulting from any reflect the relative economic interests of the following (but excluding Borrower and its Affiliates on the one hand and such Borrower Indemnified Amounts Party on the other hand in the matters contemplated by this Agreement as well as the relative fault of the Borrower and Taxes described in clause (b) above):its Affiliates and such Borrower Indemnified Party with respect to such loss, claim, damage or liability and any other relevant equitable considerations. The reimbursement, indemnity and contribution

Indemnities by the Borrower. (a) Without limiting any other rights that which the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) Parties may have hereunder or under Applicable applicable Law, the Borrower hereby agrees to indemnify each Borrower the Lenders and any commercial paper issuer that finances the Lenders, the Bank Investors, the Agent, the Managing Agents, the Surety Provider and their respective officers, directors, employees, counsel and other agents (collectively, “Indemnified Party Parties”) from and against any and all damages, losses, claims, losses liabilities, costs and liabilities expenses, including reasonable attorneys’ fees (including Attorney Costswhich such attorneys may be employees of the Bank Investors, the Agent, the Managing Agents or the Lenders and any commercial paper issuer that finances the Lenders, as applicable) and disbursements (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) awarded against or incurred by any of them in any action or proceeding between the Borrower) and any of the Indemnified Parties or between any of the Indemnified Parties and any third party or otherwise arising out of or resulting from as a result of this Agreement Loan Agreement, the other Operative Documents, the funding or maintenance, either directly or indirectly, by the Agent, the Managing Agents, the Lenders (including through any Program Support Provider) or any other Transaction Document or the use of proceeds Bank Investor of the Credit Extensions or the security interest in respect of any Pool Receivable Net Investment or any of the other Collateral; transactions contemplated hereby or thereby, excluding, however, (ai) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted resulting from the bad faith, gross negligence or willful misconduct by on the Borrower part of such Indemnified Party seeking indemnification and Party, or (bii) Taxes other than recourse (except as described otherwise specifically provided in clause (xivthis Agreement) below or Taxes that represent losses, claims or damages arising from any non-Tax claimfor uncollectible Accounts. Without limiting or being limited by the generality of the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to indemnify each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower for Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral Custodian, the Secured Parties, the Affected Parties and each Borrower of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Indemnified Party Parties”), forthwith on demand, from and against any and all damages, losses, claims, losses liabilities and liabilities (related costs and expenses, including Attorney Costs) reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Borrower Indemnified Amounts”) awarded against or incurred by such Indemnified Party and other non-monetary damages of any such Indemnified Party or any of them arising out of or resulting from as a result of this Agreement or any other Transaction Document having an interest in the Collateral or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Loan included in the Collateral; , excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted resulting from the gross negligence, bad faith, gross negligence faith or willful misconduct by on the Borrower part of any Indemnified Party seeking indemnification and or in respect of Taxes (b) Taxes other than as those described in clause (xivxiii) below or Taxes that represent lossesof this Section 10.1(a)). If the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, claims or damages arising the recipient shall repay to the Borrower an amount equal to the amount it has collected from any non-Tax claimothers in respect of such indemnified amounts. Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to indemnify each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower for Indemnified Amounts (except to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party) relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Deal Agent, the Collateral Agent, the Successor Servicer, the Lender, the Secured Parties, and each Borrower of their respective Affiliates and officers, directors, employees and agents thereof (collectively, the “Indemnified Party Parties”), forthwith on demand, from and against any and all damages, losses, claims, losses liabilities and liabilities (related costs and expenses, including Attorney Costs) attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Borrower Indemnified Amounts”) awarded against or incurred by such Indemnified Party or other non-monetary damages of any such Indemnified Party, any of them arising out of or resulting from as a result of this Agreement or any other Transaction Document the financing or the use of proceeds maintenance of the Credit Extensions Aggregate Loan Amount or the security interest in respect of any Pool Receivable Loan or any other Collateral; Contract, excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted resulting from the bad faith, gross negligence or willful misconduct by on the Borrower part of such Indemnified Party seeking indemnification and or (b) Taxes other than as described in clause (xiv) below or Taxes Indemnified Amounts that represent losses, claims or damages arising from any have the effect of recourse for non-Tax claimpayment of the Loans due to credit problems of the Obligors (except as otherwise specifically provided in this Agreement). If the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, then the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to indemnify each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower for Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify hold harmless and indemnify, without duplication, the Lender, the Deal Agent, the Backup Servicer, any Successor Servicer, the Trustee, the Hedge Counterparty, the Secured Parties, and each Borrower of their respective Affiliates, shareholders, officers, directors, employees and agents thereof (collectively, the “Indemnified Party Parties”), forthwith on demand, from and against any and all damages, losses, claims, losses liabilities and liabilities (related costs and expenses, including Attorney Costs) reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Borrower Indemnified Amounts”) ), awarded against or incurred by such Indemnified Party of any such Indemnified Party any of them arising out of or resulting from as a result of this Agreement or any other Transaction Document or the use of proceeds ownership of the Credit Extensions Note or the security interest making any Advance or in respect of any Pool Receivable Asset or any other Collateral; Contract, excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted resulting from the bad faith, gross negligence or willful misconduct by on the part of such Indemnified Party. If the Borrower has made any indemnity payment pursuant to this Section 11.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Party seeking indemnification and (b) Taxes other than as described Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in clause (xiv) below or Taxes that represent losses, claims or damages arising from any non-Tax claimrespect of such indemnified amounts. Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to indemnify each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower for Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative AgentAgent or any Lender may have hereunder or under applicable law, the Credit Parties, Borrower hereby agrees to indemnify the Affected Persons Agent and their each Lender and its respective assigns, officers, directors, agents and employees (each, a “Borrower each an "Indemnified Party”") may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify each Borrower Indemnified Party from and against any and all damages, losses, claims, losses liabilities, costs and liabilities expenses, including reasonable attorneys' fees (including Attorney Costswhich such attorneys may be employees of the Agent, any Lender, or any assignee, if any) and disbursements (all of the foregoing being collectively referred to as “Borrower "Indemnified Amounts”Losses") awarded against or incurred by any of them arising out of or resulting from as a result of this Agreement or any other Transaction Document or the use of proceeds acquisition, either directly or indirectly, by the Agent, for the benefit of the Credit Extensions Lenders, of the Secured Interest or the security interest in respect of any Pool Receivable action taken by the Borrower or any other Collateral; Originator (whether acting as Collection Agent or otherwise) relative to any Receivable, excluding, however, (ai) any portion of Borrower Indemnified Amounts Losses to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts Losses resulted solely from the bad faith, gross negligence or willful misconduct by on the Borrower part of the Indemnified Party seeking indemnification or (ii) Indemnified Losses to the extent the same include losses in respect of uncollectible Receivables solely due to the credit risk of the Obligor and (b) Taxes other than as described reimbursement therefor would constitute recourse to the Borrower or the Collection Agent for the amount of uncollectible Receivables; provided, however, that nothing contained in clause (xiv) below this sentence shall limit the liability of the Borrower or Taxes that represent lossesthe Collection Agent or limit the recourse of the Agent and each Lender to the Borrower or the Collection Agent for any amounts otherwise specifically provided to be paid by the Borrower or the Collection Agent under the terms of this Agreement, claims or damages arising from any non-Tax claimincluding under the terms of the next succeeding sentence. Without limiting or being limited by the foregoinggenerality of the foregoing indemnification, the Borrower shall pay on demand indemnify the Agent and each Lender for Indemnified Losses (it being understood that if any portion including losses in respect of such payment obligation is made from Collectionsuncollectible Receivables, such payment will be made at regardless of whether reimbursement therefor would constitute recourse to the time and in Borrower or the order of priority set forth in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts Collection Agent) relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):from:

Indemnities by the Borrower. (a) Without Except for Taxes (other than Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim) and without limiting any other rights that which the Affected Parties, the Secured Parties, the Administrative Agent, the Credit PartiesLenders, the Affected Persons and Collateral Agent, the Account Bank, the Collateral Custodian or any of their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) Affiliates may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Affected Parties, the Secured Parties, the Administrative Agent, the Lenders, the Collateral Agent, the Account Bank, the Collateral Custodian and each Borrower of their respective Affiliates, assigns, officers, directors, employees and agents (each, an "Indemnified Party" for purposes of this Article VIII) against, and to hold each Indemnified Party from and against harmless from, any and all damages, losses, claims, losses liabilities and liabilities (related reasonable and documented costs and expenses, including Attorney Costs) reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as “Borrower "Indemnified Amounts”) "), awarded against or actually incurred by such Indemnified Party arising out of, in any way connected with, or as a result of or resulting from this Agreement or Agreement, any of the other Transaction Document Documents or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable of the Collateral or any other Collateralclaim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any such Indemnified Party is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower or any of its Affiliates or shareholders); excluding, however, (a) any portion of Borrower provided that Indemnified Amounts shall not be available to an Indemnified Party to the extent a final non-appealable judgment of that such damages, losses, claims, liabilities and related costs and expenses are determined by a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts by a final and non-appealable judgment to have resulted from the gross negligence, bad faith, gross negligence fraud or willful misconduct by on the Borrower Indemnified Party seeking indemnification and (b) Taxes other than as described in clause (xiv) below or Taxes that represent losses, claims or damages arising from any non-Tax claim. Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion part of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):Party.

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Deal Agent, the Backup Servicer, the Collateral Agent, the Successor Servicer, the Secured Parties, and each Borrower of their respective Affiliates and officers, directors, employees and agents thereof (collectively, the “Indemnified Party Parties”), forthwith on demand, from and against any and all damages, losses, claims, losses liabilities and liabilities related costs and expenses (including Attorney Costsreasonable and documented attorneys' fees and disbursements and court costs) including those incurred in connection with any enforcement (including any action, claim or suit brought) by an Indemnified Party of any indemnification or other obligation of the Borrower or any other Person (all of the foregoing being collectively referred to as the “Borrower Indemnified Amounts”) awarded against or incurred by such Indemnified Party or other non-monetary damages of any such Indemnified Party, any of them arising out of or resulting from as a result of this Agreement or any other Transaction Document the financing or the use of proceeds maintenance of the Credit Extensions Capital or the security interest in respect of any Pool Receivable Loan or any other Collateral; Contract, excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted resulting from the bad faith, gross negligence or willful misconduct on the part of such Indemnified Party, as determined by the Borrower Indemnified Party seeking indemnification and a court of competent jurisdiction, or (b) Taxes other than as described in clause (xiv) below or Taxes Indemnified Amounts that represent losses, claims or damages arising from any have the effect of recourse for non-Tax claimpayment of the Loans due to credit problems of the Obligors (except as otherwise specifically provided in this Agreement). The indemnification provided for in this Section shall be paid to the Indemnified Parties until such time as such court enters a judgment as to the extent and effect of the alleged gross negligence or willful misconduct, at which time the Indemnified Parties, as applicable, shall, to the extent required pursuant to such court's determination, promptly return to the Borrower any such indemnification amounts so received but not owed as determined by such court. If the Borrower has made any indemnity payment pursuant to this Section 11.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such Indemnified Amounts. Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to indemnify each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower for Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify each Borrower Indemnified Party from and against any and all claims, losses and liabilities (including Attorney Costs) (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) arising out of or resulting from this Agreement or any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Collateral; excluding, however, (a) any portion of Borrower Indemnified Amounts to (x) resulted solely from the extent gross negligence or willful misconduct by the Borrower Indemnified Party seeking indemnification, as determined by a final non-appealable judgment of a court of competent jurisdiction holds that such portion jurisdiction, (y) resulting from a material breach of any Transaction Document on the part of such Borrower Indemnified Amounts resulted from Party, as determined by a final non-appealable judgment of a court of competent jurisdiction, or (z) that constitute recourse with respect to a Pool Receivable by reason of an Event of Bankruptcy or insolvency, or the bad faithfinancial or credit condition or financial default, gross negligence or willful misconduct by of the Borrower Indemnified Party seeking indemnification related Obligor, and (b) Taxes (other than as described in clause (xiv) below or any Taxes that represent losses, claims or damages claims, damages, etc. arising from any non-Tax claimClaim). Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause clauses (a) and (b) above):

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify each Borrower Indemnified Party from and against any and all claims, losses and liabilities (including reasonable and documented Attorney Costs) (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) arising out of or resulting from this Agreement or any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Collateral; excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted solely from the bad faith, gross negligence or willful misconduct by the Borrower Indemnified Party seeking indemnification and (b) Taxes that are covered by Section 5.03 (other than as described in clause (xiv) below or any Taxes that represent losses, claims or damages claims, damages, etc. arising from any non-Tax claim). Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such 107762333169 19631658 762333169 19631658 payment will be made at the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause clauses (a) and (b) above):): (i) any Pool Receivable which the Borrower or the Servicer includes as an Eligible Receivable as part of the Net Receivables Pool Balance but which is not an Eligible Receivable at such time; (ii) any representation, warranty or statement made or deemed made by the Borrower (or any of its respective officers) under or in connection with this Agreement, any of the other Transaction Documents, any Information Package, any Interim Report or any other information or report delivered by or on behalf of the Borrower pursuant hereto which shall have been untrue or incorrect when made or deemed made; (iii) the failure by the Borrower to comply with any Applicable Law with respect to any Pool Receivable or the related Contract; or the failure of any Pool Receivable or the related Contract to conform to any such Applicable Law; (iv) the failure to vest in the Administrative Agent a first priority perfected security interest in all or any portion of the Collateral, in each case free and clear of any Adverse Claim; (v) the failure to have filed, or any delay in filing, financing statements (including as-extracted collateral filings), financing statement amendments, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws with respect to any Pool Receivable and the other Collateral and Collections in respect thereof, whether at the time of any Credit Extension or at any subsequent time; (vi) any dispute, claim or defense (other than discharge in bankruptcy) of an Obligor to the payment of any Pool Receivable (including, without limitation, a defense based on such Pool 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 or relating to collection activities with respect to such Pool Receivable; (vii) any failure of the Borrower to perform any of its duties or obligations in accordance with the provisions hereof and of each other Transaction Document related to Pool Receivables or to timely and fully comply with the Credit and Collection Policy in regard to each Pool Receivable; (viii) any products liability, environmental or other claim arising out of or in connection with any Pool Receivable or other merchandise, goods or services which are the subject of or related to any Pool Receivable; 108762333169 19631658 762333169 19631658 (ix) the commingling of Collections of Pool Receivables at any time with other funds; (x) any investigation, litigation or proceeding (actual or threatened) related to this Agreement or any other Transaction Document or the use of proceeds of any Credit Extensions or in respect of any Pool Receivable or other Collateral or any related Contract; (xi) any failure of the Borrower to comply with its covenants, obligations and agreements contained in this Agreement or any other Transaction Document; (xii) any setoff with respect to any Pool Receivable; (xiii) any claim brought by any Person other than a Borrower Indemnified Party arising from any activity by the Borrower or any Affiliate of the Borrower in servicing, administering or collecting any Pool Receivable; (xiv) the failure by the Borrower to pay when due any Taxes, including, without limitation, sales, excise or personal property taxes; (xv) any failure of a Collection Account Bank to comply with the terms of the applicable Account Control Agreement, the termination by a Collection Account Bank of any Account Control Agreement or any amounts (including in respect of an indemnity) payable by the Administrative Agent to a Collection Account Bank under any Account Control Agreement; (xvi) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable (including, without limitation, a defense based on such Pool 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 goods or the rendering of services related to such Pool Receivable or the furnishing or failure to furnish any such goods or services or other similar claim or defense not arising from the financial inability of any Obligor to pay undisputed indebtedness; (xvii) any action taken by the Administrative Agent as attorney-in-fact for the Borrower, any Originator or the Servicer pursuant to this Agreement or any other Transaction Document; (xviii) the failure or delay to provide any Obligor with an invoice or other evidence of indebtedness; (xix) the maintenance of any Linked Account with respect to any Collection Account or the debiting against any Collection Account of amounts as a result of any Settlement Item that originated in any Linked Account or any other account other than a Collection Account; 109762333169 19631658 762333169 19631658 (xx) the failure or delay to make any filings under the Federal Assignment of Claims Act (or any other similar Applicable Law, including any state or municipal law or regulation) with respect to Receivables from Obligors that are Governmental Entities (whether or not such filing is requested by the Administrative Agent); (xxi) the use of proceeds of any Credit Extension; or (xxii) any reduction in Loan Amount as a result of the distribution of Collections if all or a portion of such distributions shall thereafter be rescinded or otherwise must be returned for any reason.; (b) any failure by the Borrower to pay any premium or other amount when due under the terms of any Credit Insurance Policy, to keep any Credit Insurance Policy in force or to make or perfect any claim for reimbursement under any Credit Insurance Policy; in each case, to the extent required pursuant to Section 9.07; or (c) any insurance premium payments paid by the Administrative Agent on any Credit Insurance Policy in accordance with this Agreement. (b) Notwithstanding anything to the contrary in this Agreement, solely for purposes of the Borrower’s indemnification obligations in clauses (ii), (iii), (vii) and (xi) of this Article XIII, any representation, warranty or covenant qualified by the occurrence or non-occurrence of a material adverse effect or similar concepts of materiality shall be deemed to be not so qualified. (c) If for any reason the foregoing indemnification is unavailable to any Borrower Indemnified Party or insufficient to hold it harmless, then the Borrower shall contribute to such Borrower Indemnified Party the amount paid or payable by such Borrower Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative economic interests of the Borrower and its Affiliates on the one hand and such Borrower Indemnified Party on the other hand in the matters contemplated by this Agreement as well as the relative fault of the Borrower and its Affiliates and such Borrower Indemnified Party with respect to such loss, claim, damage or liability and any other relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Borrower under this Section shall be in addition to any liability which the Borrower may otherwise have, shall extend upon the same terms and conditions to each Borrower Indemnified Party, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Borrower and the Borrower Indemnified Parties. (d) Any indemnification or contribution under this Section shall survive the termination of this Agreement. SECTION 13.02.

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit PartiesLenders, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify each Borrower Indemnified Party from and against any and all claims, losses and liabilities (including Attorney CostsCosts (excluding the allocated costs of in house counsel and limited to not more than one firm of counsel for all such Borrower Indemnified Parties, taken as a whole, and, if necessary, a single local firm of counsel in each appropriate jurisdiction for all such Borrower Indemnified Parties, taken as a whole (and, in the case of an actual or perceived conflict of interest, of another firm of counsel for such affected Borrower Indemnified Party)) (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) arising out of or resulting from this Agreement or any other Transaction Document or the use of proceeds of the Credit Extensions Loans or the security interest in respect of any Pool Receivable or any other of the Collateral; excluding, however, (ai) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted solely from the bad faithfraud, gross negligence or willful misconduct by the Borrower Indemnified Party seeking indemnification and (ii) Borrower Indemnified Amounts to the extent arising from a claim, action, litigation, investigation, or other proceeding that does not arise from any act or omission by any Bird Transaction Party or any officer, partner, director, trustee, employee, or agent of any Bird Transaction Party and that is brought by any Borrower Indemnified Party against another Borrower Indemnified Party (other than any such claim, action, litigation, investigation, or other proceeding brought against the Administrative Agent in its capacity as such). (b) Taxes other than as described in clause [Reserved]. (xivc) below If for any reason the foregoing indemnification is unavailable to any Borrower Indemnified Party or Taxes that represent lossesinsufficient to hold it harmless, claims or damages arising from any non-Tax claim. Without limiting or being limited by the foregoing, then the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), contribute to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all the amount paid or payable by such Borrower Indemnified Amounts relating Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to or resulting from any reflect the relative economic interests of the following (but excluding Borrower and its Affiliates on the one hand and such Borrower Indemnified Amounts and Taxes described in clause (b) above):Party on the

Indemnities by the Borrower. (a) Without Except for Taxes (other than Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim) and without limiting any other rights that which the Affected Parties, the Secured Parties, the Administrative Agent, the Credit PartiesLenders, the Affected Persons and Collateral Agent, the Account Bank, the Collateral Custodian, the Collateral Administrator or any of their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) Affiliates may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Affected Parties, the Secured Parties, the Administrative Agent, the Lenders, the Collateral Agent, the Account Bank, the Collateral Custodian and each Borrower of their respective Affiliates, assigns, officers, directors, employees and agents (each, an “Indemnified Party” for purposes of this Article VIII) against, and to hold each Indemnified Party from and against harmless from, any and all damages, losses, claims, losses liabilities and liabilities (related costs and expenses, including Attorney Costs) attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) ), awarded against or actually incurred by such Indemnified Party arising out of, in any way connected with, or as a result of this Agreement, any of the other Transaction Documents or resulting from in respect of any of the Collateral or any claim, litigation, investigation or proceeding relating to any of the foregoing, including the enforcement of this Agreement or any other Transaction Document against the Borrower, regardless of whether any such Indemnified Party is a party thereto (and regardless of whether such matter is initiated by a third party or by the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable Borrower or any other Collateralof its Affiliates or shareholders); excluding, however, (a) any portion of Borrower provided that Indemnified Amounts shall not be available to an Indemnified Party to the extent a final non-appealable judgment of that such damages, losses, claims, liabilities and related costs and expenses (i) are determined by a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts by a final and nonappealable judgment to have resulted solely from the gross negligence, bad faith, gross negligence faith or willful misconduct by on the Borrower part of such Indemnified Party seeking indemnification and or (bii) Taxes other than as described in clause (xiv) below or Taxes that represent losses, claims or damages arising result from the uncollectibility of any non-Tax claim. Without limiting or being limited by Loan Asset due to the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), Obligor’s financial inability to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):pay.

Indemnities by the Borrower. (a) Without Except for Taxes (other than Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim) and without limiting any other rights that which the Affected Parties, the Secured Parties, the Administrative Agent, the Credit PartiesLenders, the Affected Persons and Collateral Agent, the Account Bank, the Collateral Custodian or any of their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) Affiliates may have hereunder or under Applicable Law, the Borrower Loan Parties hereby agrees agree to indemnify indemnify, jointly and severally, the Affected Parties, the Secured Parties, the Administrative Agent, the Lenders, the Collateral Agent, the Account Bank, the Collateral Custodian and each Borrower of their respective Affiliates, assigns, officers, directors, employees and agents (each, an “Indemnified Party” for purposes of this Article VIII) against, and to hold each Indemnified Party from and against harmless from, any and all damages, losses, claims, losses liabilities and liabilities related costs and expenses, including attorneys' fees and disbursements of (including Attorney Costsx) one outside counsel to the Administrative Agent (and any Lender Affiliated with the Administrative Agent) and the Lenders (subject to clause (z) below), (y) one outside counsel to the Collateral Agent, the Account Bank and the Collateral Custodian, and (z) one counsel per foreign or local jurisdiction deemed reasonably necessary by the Administrative Agent or the Collateral Agent, as applicable (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) ), awarded against or actually incurred by such Indemnified Party arising out of, in any way connected with, or as a result of this Agreement, any of the other Transaction Documents or resulting from in respect of any of the Collateral or any claim, litigation, investigation or proceeding relating to any of the foregoing, including the enforcement of this Agreement or any other Transaction Document against the Borrower, regardless of whether any such Indemnified Party is a party thereto (and regardless of whether such matter is initiated by a third party or by the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable Borrower or any other Collateralof its Affiliates or shareholders); excluding, however, (a) any portion of Borrower provided that Indemnified Amounts shall not be available to an Indemnified Party to the extent a final non-appealable judgment of that such damages, losses, claims, liabilities and related costs and expenses (i) are determined by a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts by a final and nonappealable judgment to have resulted solely from the bad faith, gross negligence or willful misconduct by on the Borrower part of such Indemnified Party seeking indemnification and or (bii) Taxes other than as described in clause (xiv) below or Taxes that represent losses, claims or damages arising result from any non-Tax claimLoan Assets which are uncollectible due to the Obligo’s financial inability to pay. Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):137

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative any Managing Agent, the Credit PartiesLender or Liquidity Provider or any director, the Affected Persons and their respective assignsmanager, officersofficer, directorsemployee or agent, agents and employees organizer or incorporator of any Managing Agent, Lender or Liquidity Provider (each, each a “Borrower Lender Indemnified PartyPerson”) may have hereunder or under Applicable Lawapplicable law, the Borrower hereby agrees to indemnify each Borrower Lender Indemnified Party Person from and against any and all claims, losses and liabilities (including Attorney Costs) (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) , which may be awarded against or incurred by any Lender Indemnified Person to the extent arising out of or resulting from relating to (i) any breach of the Borrower’s obligations under this Agreement, (ii) the financing of, or maintenance of the financing with respect to, the Class A Notes, or (iii) this Agreement or any other Transaction Document or and the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Collateral; transactions contemplated hereby, excluding, however, (aA) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted resulting from the bad faith, gross negligence or willful misconduct on the part of such Lender Indemnified Person or the breach by any Lender Indemnified Person of any representation, covenant or other obligation in this Agreement or any other Related Document, (B) Indemnified Amounts to the extent such Indemnified Amounts relates to Taxes or other amounts payable by the Borrower Indemnified Party seeking indemnification and under Sections 2.8 or 2.9, (bC) Taxes recourse for the payment of principal of or interest on, or other than amounts due in respect of, the Class A Notes as described in clause (xiv) below or Taxes that represent losses, claims or damages arising from any non-Tax claima result of nonpayment by Obligors on the Receivables. Without limiting or being limited by the foregoing, but subject to the exclusions in the preceding sentence, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Borrower affected Lender Indemnified Party Person any and all amounts necessary to indemnify such Borrower Lender Indemnified Party Person from and against any and all Borrower Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):from:

Indemnities by the Borrower. (a) Without Except for Taxes (other than Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim) and without limiting any other rights that which the Affected Parties, the Secured Parties, the Administrative Agent, the Credit PartiesLenders, the Affected Persons and Collateral Agent, the Account Bank, the Collateral Custodian or any of their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) Affiliates may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Affected Parties, the Secured Parties, the Administrative Agent, the Lenders, the Collateral Agent, the Account Bank, the Collateral Custodian and each Borrower of their respective Affiliates, assigns, officers, directors, employees and agents (each, an “Indemnified Party” for purposes of this Article VIII) against, and to hold each Indemnified Party from and against harmless from, any and all damages, losses, claims, losses liabilities and liabilities (related costs and expenses, including Attorney Costs) attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) ), awarded against or actually incurred by such Indemnified Party arising out of, in any way connected with, or as a result of this Agreement, any of the other Transaction Documents or resulting from in respect of any of the Collateral or any claim, litigation, investigation or proceeding relating to any of the foregoing, including the enforcement of this Agreement or any other Transaction Document against the Borrower, regardless of whether any such Indemnified Party is a party thereto (and regardless of whether such matter is initiated by a third party or by the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable Borrower or any other Collateralof its Affiliates or shareholders); excluding, however, (a) any portion of Borrower provided that Indemnified Amounts shall not be available to an Indemnified Party to the extent a final non-appealable judgment of that such damages, losses, claims, liabilities and related costs and expenses are determined by a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts by a final and nonappealable judgment to have resulted solely from the bad faith, gross negligence or willful misconduct by on the Borrower Indemnified Party seeking indemnification and (b) Taxes other than as described in clause (xiv) below or Taxes that represent losses, claims or damages arising from any non-Tax claim. Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion part of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):Party.

Indemnities by the Borrower. (a) Without limiting any other rights that which the Administrative Agent, the Credit Partieseach Lender or its assignee, the Affected Persons and Image File Custodian, the Backup Servicer, the Successor Servicer, the Paying Agent, the Borrower Loan Trustee or any of their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) Affiliates may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify indemnify, protect, defend and hold harmless each Borrower such entity (each in its capacity as such and in its individual capacity) and each of their respective Affiliates and officers, directors, employees and agents thereof (each, an “Indemnified Party Party” and collectively, the “Indemnified Parties”) from and against any and all damages, losses, claims, losses actions, suits, liabilities and liabilities related costs and expenses, including reasonable attorneys’ fees, expenses and disbursements (including Attorney Costs) (all of collectively, the foregoing being collectively referred to as “Borrower Indemnified Amounts”) awarded against or incurred by, any such Indemnified Party in connection with, arising out of or resulting from as a result of this Agreement or any the other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Collateral; Basic Documents, excluding, however, (ai)(a) any portion of Borrower other than with respect to the Successor Servicer, Indemnified Amounts to the extent a final non-appealable judgment resulting from the gross negligence, bad faith or willful misconduct on the part of such Indemnified Party (as determined by a court of competent jurisdiction holds that such portion of such Borrower jurisdiction) and, (b) with respect to the Successor Servicer, Indemnified Amounts resulted to the extent resulting from the negligence, bad faith, gross negligence or willful misconduct by or violation of Applicable Law on the Borrower Indemnified Party seeking indemnification part of the Successor Servicer and (bii) Taxes other than as described Indemnified Amounts to the extent the same include losses in clause (xiv) below respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or Taxes that represent losses, claims or damages arising from any non-Tax claimlack of creditworthiness of the related Obligor. Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at indemnify the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Parties for Indemnified Amounts relating to or resulting from from: (i) any Receivable represented by the Borrower to be an Eligible Receivable which is not at the applicable time, an Eligible Receivable; (ii) reliance on any written representation or warranty made or deemed made by the Borrower, the Servicer, any of their respective Affiliates or any of their respective officers under or in connection with this Agreement, which shall have been false or incorrect in any material respect when made or deemed made or delivered; (iii) the following failure by the Borrower or any other Heights/SouthernCo Entity to comply with any term, provision or covenant contained in this Agreement or any other Basic Document or a failure by the Borrower or any Heights/SouthernCo Entity to comply with any term, provision or covenant contained in any agreement executed in connection with this Agreement or any other Basic Document, or with any Applicable Law with respect to any Contract or Receivable, or the non-conformity of any Contract with any such Applicable Law and any failure by the Borrower or any other Heights/SouthernCo Entity to perform its respective duties under the Contracts and Receivables included as part of the Collateral; (but excluding Borrower Indemnified Amounts iv) the failure to vest and Taxes described maintain vested in clause (b) above):the Collateral Agent a valid and enforceable first priority perfected security interest in any or all of the Collateral, except for Permitted Liens;

Indemnities by the Borrower. (ab) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify each Borrower Indemnified Party from and against any and all claims, losses and liabilities (including Attorney Costs) (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) arising out of or resulting from this Agreement or any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Collateral; excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted solely from the bad faith, gross negligence or willful misconduct by the Borrower Indemnified Party seeking indemnification and (b) Taxes (other than as described (x) Taxes enumerated below in clause (xiv) below or and (y) any Taxes that represent losses, claims or damages claims, damages, etc. arising from any non-Tax claim) and (c) Borrower Indemnified Amounts arising from a claim by one Borrower Indemnified Party against another Borrower Indemnified Party (other than actions against the Administrative Agent in its capacity as Administrative Agent or similar capacity or as a result of the action or inaction of the Borrower). Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):or

Indemnities by the Borrower. (a) Without limiting any other rights that which the Administrative Agent, the Credit Partieseach Agent, each Lender or its assignee, the Affected Persons and Backup Servicer (including in its capacity as Successor Servicer), the Account Bank, the Collateral Custodian (if not DFC), the Servicer (if not DFC) or any of their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) Affiliates may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, each Borrower Agent, each Secured Party, the Backup Servicer, including if it is then acting as Successor Servicer, the Account Bank, the Collateral Custodian (if not DFC) and each of their respective Affiliates and officers, directors, employees and agents thereof (collectively, the "Indemnified Party Parties") from and against any and all reasonable and documented fees, damages, losses, claims, losses liabilities and liabilities related costs and expenses, including reasonable attorneys' fees, court costs, and expenses (including Attorney Costs) (all of collectively, the foregoing being collectively referred to as “Borrower "Indemnified Amounts”") awarded against or incurred by, any such Indemnified Party arising out of or as a result of this Agreement, excluding, however, Indemnified Amounts to the extent resulting from the gross negligence, bad faith, or willful misconduct on the part of any Indemnified Party. Without limiting the foregoing, the Borrower shall indemnify the Indemnified Parties for Indemnified Amounts relating to or resulting from: (i) any Receivable represented by the Borrower to be an Eligible Receivable which is not at the applicable time an Eligible Receivable; (ii) reliance on any representation or warranty made or deemed made by the Borrower or any of its respective officers under or in connection with this Agreement or any other Transaction Document Basic Document, which shall have been false or incorrect in any material respect when made or deemed made or delivered; (iii) the failure by the Borrower to comply with any term, provision or covenant contained in this Agreement or any other Basic Document, or a 115 147032870v2 failure by the Borrower to comply with any Applicable Law with respect to any Contract or Receivable, the related Financed Vehicle or the non-conformity of any Contract with any such Applicable Law; (iv) the failure to vest and maintain vested in the Administrative Agent a valid and enforceable security interest in any or all of the Collateral or a valid and enforceable first priority perfected security interest in any or all of the Collateral; (v) the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws with respect to the Collateral, whether at the time of a Loan or at any subsequent time and as required by the Basic Documents; (vi) any dispute, claim, offset or defense (other than the discharge in bankruptcy of the related Obligor) of an Obligor to the payment of any Receivable comprising a portion of the Collateral which is, or is purported to be, an Eligible Receivable (including a defense based on the 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 or financing of the Financed Vehicle related to such Receivable (other than as a result of the bankruptcy or insolvency of the related Obligor); (vii) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with any Contract or the related Financed Vehicle; (viii) the failure by the Borrower to pay when due any Taxes for which the Borrower is liable, including sales, excise or personal property taxes payable in connection with the Collateral; (ix) any repayment or disgorgement by any Agent or a Secured Party of any amount previously distributed in reduction of the Loans Outstanding or payment of Interest, any other Obligation or any other amount due hereunder or under any Hedging Agreement, in each case which amount such entity believes in good faith is required to be repaid or disgorged; (x) any litigation, proceeding or investigation relating to arising from the Basic Documents, the transactions contemplated hereby and thereby, the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable Loans or any other Collateralinvestigation, litigation or proceeding relating to the Borrower in which any Indemnified Party becomes involved as a result of any of the transactions contemplated by the Basic Documents; excluding, however, (axi) the use of the proceeds of any Loan; (xii) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted from the bad faith, gross negligence or willful misconduct failure by the Borrower Indemnified Party seeking indemnification and (b) Taxes other than as described to give reasonably equivalent value to the Seller in clause (xiv) below or Taxes that represent losses, claims or damages arising from any non-Tax claim. Without limiting or being limited consideration for the transfer by the foregoing, Seller to the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts Receivables and Taxes described in clause (b) above):the related Collateral or any attempt by any Person to void or

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Trustee, the Secured Parties, the Lenders and each Borrower of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Indemnified Party Parties”), forthwith on demand, from and against any and all damages, losses, claims, losses liabilities and liabilities (related costs and expenses, including Attorney Costs) reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Borrower Indemnified Amounts”) awarded against, incurred by or asserted by the Borrower or any third party against such Indemnified Party or any of them arising out of or resulting from as a result of this Agreement or any other Transaction Document having an interest in the Collateral or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Loan included in the Collateral; , excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted resulting from the bad faith, gross negligence or willful misconduct by on the Borrower part of any Indemnified Party seeking indemnification and (bor resulting from negligence on the part of the Trustee under circumstances in which the Trustee is subject to a negligence standard) or in respect of Taxes (other than as those described in clause (xivxiii) below of this Section 10.1(a) or Taxes that represent lossesin Section 2.12, claims Section 2.13, or damages arising Section 13.9). If the Borrower has made any indemnity payment pursuant to this Section 10.1 and Section 10.3 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from any non-Tax claimothers in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such Indemnified Amounts. Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to indemnify each Borrower Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligence or willful misconduct on the part of any and all amounts necessary to indemnify such Borrower Indemnified Party or resulting from and against any and all Borrower Indemnified Amounts negligence on the part of the Trustee under circumstances in which the Trustee is subject to a negligence standard) relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Lender Agents, the Trustee, the Secured Parties, the Affected Parties and each Borrower of their respective assigns and officers, directors, employees and agents (collectively, the “Indemnified Party Parties”), forthwith on demand, from and against any and all damages, losses, claims, losses liabilities and liabilities (related costs and expenses, including Attorney Costs) reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Borrower Indemnified Amounts”) awarded against or incurred by such Indemnified Party or any of them arising out of or resulting from as a result of this Agreement or any other Transaction Document interest in the Collateral or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Loan included in the Collateral; , excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted resulting from the bad faith, gross negligence or willful misconduct by on the part of such Indemnified Party. If the Borrower has made any indemnity payment pursuant to this Section 11.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Party seeking indemnification and (b) Taxes other than as described Amounts, then the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in clause (xiv) below or Taxes that represent losses, claims or damages arising from any non-Tax claimrespect of such indemnified amounts. Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to indemnify each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower for Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral Custodian, the Securities Intermediary, the Secured Parties, the Lenders and each Borrower of their respective assigns and directors, officers, employees, agents and advisors (collectively, the “Indemnified Party Parties”), forthwith on demand, from and against any and all damages, losses, claims, losses liabilities and liabilities (related costs and expenses, including Attorney Costs) reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Borrower Indemnified Amounts”) awarded against or incurred by such Indemnified Party and other non-monetary damages of any such Indemnified Party or any of them arising out of or resulting from as a result [Investcorp] Loan and Security Agreement of this Agreement or any other Transaction Document having an interest in the Collateral or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Loan included in the Collateral; , excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted resulting from the bad faith, gross negligence or willful misconduct by on the Borrower part of any Indemnified Party seeking indemnification and or in respect of Taxes (b) Taxes other than as those described in clause (xivxii) below of this Section 10.1(a) or Taxes that represent lossesin Section 2.12, claims Section 2.13, or damages arising Section 12.9). If the Borrower has made any indemnity payment pursuant to this Section 10.1 and Section 10.3 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from any non-Tax claimothers in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting or being limited by the foregoing, the Borrower shall pay indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligence or willful misconduct on demand (it being understood that if any portion the part of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts Party) relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):from:

Indemnities by the Borrower. (a) a. Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Agents (in their capacities as such or, if applicable, in their capacities as structuring or placement agents with respect to this Agreement), the Lenders, the Backup Servicer, any Successor Servicer, the Collateral Custodian, the Securities Custodian, any Secured Party or its assignee and each Borrower of their respective Affiliates and officers, directors, employees, members and agents thereof (collectively, the “Indemnified Party Parties”), from and against any and all damages, losses, claims, losses liabilities and liabilities (related costs and expenses, including Attorney Costs) reasonable and documented attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”” and calculated without duplication of Indemnified Amounts paid by the Servicer pursuant to Section 9.2) awarded against or incurred by, any such Indemnified Party arising out of or resulting from as a result of this Agreement or (including the structuring hereof and syndication of commitments hereunder to the extent that any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Collateral; such Indemnified Party had been engaged therefor), excluding, however, (a) any portion of Borrower Indemnified Amounts with respect to an Indemnified Party to the extent resulting from (x) gross negligence, willful misconduct or bad faith on the part of such Indemnified Party as determined in a final and non-appealable judgment or order of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted from the bad faith, gross negligence or willful misconduct (y) a claim brought by the Borrower or the Servicer against such Indemnified Party seeking indemnification for breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Transaction Document (including, in each case, the structuring hereof or syndication of commitments hereunder) as to which such breach shall have been found to have occurred by a final and non-appealable judgment or order of a court of competent jurisdiction or (bz) Taxes without limitation of the Borrower’s obligations under Section 2.13, under any Federal, state or local income or franchise taxes or any other than as described in clause Tax imposed on or measured by income (xiv) below or Taxes that represent losses, claims any interest or damages penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any non-Tax claimtaxing authority. Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at indemnify the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Parties for Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Deal Agent, the Backup Servicer, the Collateral Agent, the Successor Servicer, the Secured Parties, and each Borrower of their respective Affiliates and officers, directors, employees and agents thereof (collectively, the “Indemnified Party Parties”), forthwith on demand, from and against any and all damages, losses, claims, losses liabilities and liabilities related costs and expenses, including reasonable and documented attorneys’ fees and disbursements, including, without limitation, any reasonable and documented legal fees, costs and expenses incurred in connection with any enforcement (including Attorney Costsany action, claim or suit brought) by an Indemnified Party of any indemnification or other obligation of the Borrower or any other Person (all of the foregoing being collectively referred to as the “Borrower Indemnified Amounts”) awarded against or incurred by such Indemnified Party or other non-monetary damages of any such Indemnified Party, any of them arising out of or resulting from as a result of this Agreement or any other Transaction Document the financing or the use of proceeds maintenance of the Credit Extensions Capital or the security interest in respect of any Pool Receivable Loan or any other Collateral; Contract, excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted resulting from the bad faith, gross negligence or willful misconduct on the part of such Indemnified Party, as determined by the Borrower Indemnified Party seeking indemnification and a court of competent jurisdiction, or (b) Taxes other than as described in clause (xiv) below or Taxes Indemnified Amounts that represent losses, claims or damages arising from any have the effect of recourse for non-Tax claimpayment of the Loans due to credit problems of the Obligors (except as otherwise specifically provided in this Agreement). The indemnification 21894287.12 provided for in this Section shall be paid to the Indemnified Parties until such time as such court enters a judgment as to the extent and effect of the alleged gross negligence or willful misconduct, at which time the Indemnified Parties, as applicable, shall, to the extent required pursuant to such court’s determination, promptly return to the Borrower any such indemnification amounts so received but not owed as determined by such court. If the Borrower has made any indemnity payment pursuant to this Section 11.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such Indemnified Amounts. Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to indemnify each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower for Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) which any such Person may have hereunder or under Applicable Requirements of Law, but except as otherwise set forth herein, the Borrower hereby agrees to indemnify and hold harmless, the Administrative Agent, the Lenders, their Affiliates, successors, permitted transferees and assigns and all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each Borrower an “Indemnified Party Party”), forthwith on demand, from and against any and all damages, losses, claims, losses liabilities, obligations, penalties, judgments and liabilities (related costs and expenses, including Attorney Costs) reasonable and documented attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) awarded against or incurred by any of them arising out of or resulting from this Agreement Agreement, the other Loan Documents, or any transaction contemplated hereby or thereby or arising out of or relating to the Borrower’s origination and servicing practices or failure to maintain any governmental approvals or licensing with respect to the Mortgage Loans, other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Collateral; excluding, however, than (a) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds determines (in a final, non-appealable determination) that such portion of such Borrower Indemnified Amounts they resulted from the gross negligence, bad faith, gross negligence faith or willful misconduct on the part of such Indemnified Party, (b) Excluded Taxes (other than any incremental Taxes arising solely by reason of a breach by the Borrower of its obligations under this Agreement), and (c) any lost profits or indirect, exemplary, punitive or consequential damages of any Indemnified Party. In any suit, proceeding or action brought by any Lender in connection with any Collateral for any sum owing thereunder, or to enforce any provisions of any Collateral, the Borrower will save, indemnify and hold the Administrative Agent and the Lenders harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by the Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from the Borrower. Under no circumstances shall any Indemnified Party seeking indemnification and (b) be liable to the Borrower for any lost profits or indirect, exemplary, punitive or consequential damages. This Section shall not apply with respect to Taxes other than as described in clause (xiv) below or any Taxes that represent losses, claims or damages claims, damages, etc. arising from any non-Tax claim. Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):.

Indemnities by the Borrower. (a) Without limiting any other rights that which the Affected Parties, the Secured Parties, the Administrative Agent, the Credit PartiesLenders, the Affected Persons and Lender Agents, the Collateral Agent, the Account Bank, the Collateral Administrator, the Backup Servicer, the Collateral Custodian or any of their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) Affiliates may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Affected Parties, the Secured Parties, Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Backup Servicer, the Account Bank, the Backup Servicer, the Collateral Administrator, the Collateral Custodian, any Conduit Trustee and each Borrower of their respective Affiliates, assigns, officers, directors, employees and agents 148 DMSLIBRARY01\32370595.v1 (each, an “Indemnified Party Party” for purposes of this Article IX) from and against any and all damages, losses, claims, losses liabilities and liabilities (related reasonable and documented out-of-pocket costs and expenses, including Attorney Costs) attorneys’ fees and disbursements of one firm of counsel to the Administrative Agent and the Lenders and, if necessary, one firm of local counsel in each appropriate jurisdiction (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) ), awarded against or actually incurred by such Indemnified Party arising out of or resulting from as a result of this Agreement or any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Collateral; of the Collateral Portfolio, excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent resulting solely from (a) gross negligence, bad faith or willful misconduct on the part of an Indemnified Party as determined in a final non-appealable judgment of decision by a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted from the bad faith, gross negligence or willful misconduct by the Borrower Indemnified Party seeking indemnification and (b) Taxes other than as described in clause (xiv) below or Taxes that represent losses, claims or damages arising from any non-Tax claimLoan Assets which are uncollectible due to the Obligor’s financial inability to pay. Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to indemnify each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower for Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described to the extent not resulting from the conditions set forth in clause (a) or (b) above):

Indemnities by the Borrower. (a) Without limiting any other rights that which any Indemnified Party (as defined below) may have hereunder or under applicable law, the Administrative Borrower hereby agrees to indemnify the Agent, the Credit PartiesLenders, the each Affected Persons Party and each other Secured Party and their respective assigns, officers, directors, agents and employees (each, a each an “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify each Borrower Indemnified Party from and against any and all damages, losses, claims, losses liabilities, costs, expenses and liabilities (for all other amounts payable, including Attorney Costs) reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) awarded against or reasonably incurred by any of them arising out of or resulting from as a result of this Agreement or the acquisition, either directly or indirectly, by any other Transaction Document or the use Secured Party of proceeds of the Credit Extensions or the security an interest in respect of any Pool Receivable or any other Collateral; the Assets, excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted from the bad faith, gross negligence or willful misconduct by on the Borrower part of such Indemnified Party seeking indemnification and (b) Taxes other than as described in clause (xiv) below or Taxes that represent losses, claims or damages arising from any non-Tax claimParty. Without limiting or being limited by the foregoinggenerality of the foregoing indemnification, the Borrower shall pay indemnify the Indemnified Parties for Indemnified Amounts (including, without limitation, losses in respect of uncollectible Assets, regardless of whether reimbursement therefor would constitute recourse to the Borrower, but excluding Indemnified Amounts to the extent final non-appealable judgment of a court of competent jurisdiction holds such Indemnified Amounts resulted from gross negligence or willful misconduct on demand (it being understood that if any portion the part of such Indemnified Party) relating to or resulting from: (a) any representation or warranty made by any GWG Party, any Servicer, any Life Settlement Provider or any Originator or any officer or employee of the foregoing under or in connection with this Agreement any Master Servicer’s Certificate, or any Borrowing Base Certificate or any other Related Document or any other information or report delivered by any such party pursuant to any Related Document, which shall have been false or incorrect when made or deemed made; 59 (b) the failure by any GWG Party, any Servicer, any Life Settlement Provider or any Originator to comply with any applicable law, rule or regulation with respect to any Asset, Other Conveyed Property or Asset Documents related thereto, or the nonconformity of any Asset, Other Conveyed Property or Asset Documents related thereto with any such applicable law, rule or regulation; (c) any failure of any GWG Party, any Servicer, any Life Settlement Provider or any Originator to perform its duties or obligations in accordance with the provisions of this Agreement, any other Related Document, any Asset Documents, or any other contract or agreement related to a Asset or Other Conveyed Property with respect thereto; (d) any damage suit or other claim arising out of or in connection with any transaction which is the subject of any Asset Document, any Asset or any Other Conveyed Property with respect thereto; (e) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of any Obligor, any Insured, or any Life Settlement Provider to the payment of any Asset (including, without limitation, a defense based on such Asset or any related Asset Document not being a legal, valid and binding obligation is made of the related Obligor, Insured, or Life Settlement Provider, as applicable, enforceable against it in accordance with its terms), or any other claim relating to a Asset or any Asset Document, (f) the commingling of Collections at any time with other funds; (g) any investigation, litigation or proceeding related to or arising from this Agreement or any other Related Document, the transactions contemplated hereby or thereby, the use of the proceeds of Advances, the holding of the security interest created hereunder or any other investigation, litigation or proceeding relating to any GWG Party, any Servicer, any Life Settlement Provider or any Originator, the Assets or Other Conveyed Property in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby or thereby; (h) any failure to vest and maintain vested in the Agent, for the benefit of the Secured Parties, a first priority perfected security interest in the Collateral as described in this Agreement or the existence of any Adverse Claim upon or with respect to the Collateral; or (i) any failure to vest and maintain vested in the Borrower legal and equitable title to, and ownership of, the Assets, the Other Conveyed Property and the Collections, free and clear of any Adverse Claim (other than Adverse Claims created pursuant to this Agreement); or any failure of the Borrower to give reasonably equivalent value to the Seller under the Sale and Servicing Agreement in consideration of the transfer by the Seller of any Asset or any Other Conveyed Property with respect thereto; or any failure of the Seller to give reasonably equivalent value to any Life Settlement Provider, as applicable, in consideration of the transfer by such payment will be made at Life Settlement Provider, as applicable, of any Asset or any Other Conveyed Property with respect thereto; or any attempt by any Person to void any such transfer under statutory provisions or common law or equitable action, including, without limitation, any provision of the time and Bankruptcy Code. 60 Notwithstanding anything to the contrary in this Agreement, solely for purposes of the order of priority indemnification obligations set forth in this Section 4.01)8.01, any representations, warranties and covenants made by any GWG Party or any Servicer in this Agreement or the other Related Documents which are qualified by or limited to events or circumstances which have, or are reasonably likely to have, given rise to a Material Adverse Effect or are qualified or limited by other concepts of materiality, shall not be deemed to be so qualified or limited. Section 8.02 Indemnities by the Seller and the Performance Guarantor. Without limiting any other rights which the Agent or the Lenders may have hereunder or under applicable law, the Seller and the Performance Guarantor hereby jointly and severally agree to indemnify each Borrower Indemnified Party any and all amounts necessary to indemnify such the Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts relating to awarded against or resulting from incurred by any of them arising out of or as a result of: (a) any representation or warranty made by any GWG Party, any Servicer, any Life Settlement Provider or any Originator or any officer or employee of the following (but excluding Borrower Indemnified Amounts and Taxes described foregoing under or in clause connection with this Agreement, any Master Servicer’s Certificate, any Borrowing Base Certificate or any other Related Document or Asset Document or any other information or report delivered by GWG Party, any Servicer, any Life Settlement Provider or any Originator or any officer or employee of the foregoing pursuant to any Related Document or Asset Document, which shall have been false or incorrect when made or deemed made; (b) above):the failure by any GWG Party, any Servicer, any Life Settlement Provider or any Originator to comply with any applicable law, rule or regulation with respect to any Asset, Other Conveyed Property or Asset Documents related thereto, or the nonconformity of any Asset, Other Conveyed Property or Asset Documents related thereto with any such applicable law, rule or regulation; (c) any failure of any GWG Party, any Servicer, any Life Settlement Provider or any Originator to perform its duties or obligations in accordance with the provisions of this Agreement, any other Related Document, any Asset Documents, or any other contract or agreement related to a Asset or Other Conveyed Property with respect thereto; (d) any damage suit or other claim arising out of or in connection with any transaction which is the subject of any Asset Document, any Asset or any Other Conveyed Property with respect thereto, in each case to the extent such suit or claim relates to or arose out of (A) events or circumstances that occurred or existed prior to the applicable Purchase Date or (B) any actual or alleged act or omission on the part of any GWG Party, any Servicer, any Life Settlement Provider or any Originator; (e) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of any Obligor, any Insured, or any Life Settlement Provider to the payment of any Asset (including, without limitation, a defense based on such Asset or the related Asset Documents not being a legal, valid and binding obligation of such Obligor, Insured, Initial Lender or Life Settlement Provider, as applicable, enforceable against it in accordance with its terms), or any other claim relating to a Asset, in each case to the extent such dispute, claim, offset or defense relates to or arose out of (A) events or circumstances that occurred or existed prior to the applicable Purchase Date or (B) any actual or alleged act or omission on the part of any GWG Party, any Servicer, any Life Settlement Provider or any Originator; 61 (f) the commingling of Collections at any time with other funds; (g) any investigation, litigation or proceeding related to or arising from (A) this Agreement, any other Related Document, any Asset Document, the transactions contemplated hereby or thereby, the use of the proceeds of Advances or the holding of the security interest created hereunder, (B) any GWG Party, any Servicer, any Life Settlement Provider or any Originator or any of their respective Affiliates, or (C) the Assets or Other Conveyed Property, in each case to the extent such investigation, litigation or proceeding relates to or arose out of (A) events or circumstances that occurred or existed prior to the applicable Purchase Date or (B) any actual or alleged act or omission on the part of any GWG Party, any Servicer, any Life Settlement Provider or any Originator; or (h) any failure to vest and maintain vested in the Agent, for the benefit of the Secured Parties, a first priority perfected security interest in the Collateral as described in this Agreement or the existence of any Adverse Claim upon or with respect to the Collateral. Notwithstanding anything to the contrary in this Agreement, solely for purposes of the indemnification obligations set forth in this Section 8.02, any representations, warranties and covenants made by a GWG Party or a Servicer in this Agreement or any other Related Document which are qualified by or limited to events or circumstances which have, or are reasonably likely to have, given rise to a Material Adverse Effect or are qualified or limited by other concepts of materiality, shall not be deemed to be so qualified or limited. Section 8.03

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Deal Agent, the Backup Servicer, the Collateral Agent, the Successor Servicer, the Liquidity Agents, the Secured Parties, and each Borrower of their respective Affiliates and officers, directors, employees and agents thereof (collectively, the "Indemnified Party Parties"), forthwith on demand, from and against any and all damages, losses, claims, losses liabilities and liabilities (related costs and expenses, including Attorney Costs) attorneys' fees and disbursements (all of the foregoing being collectively referred to as “Borrower the "Indemnified Amounts”") awarded against or incurred by such Indemnified Party or other non-monetary damages of any such Indemnified Party any of them arising out of or resulting from as a result of this Agreement or any other Transaction Document the financing or the use of proceeds maintenance of the Credit Extensions Capital or the security interest in respect of any Pool Receivable Loan or any other Collateral; Contract, excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted resulting from the bad faith, gross negligence or willful misconduct by on the Borrower part of such Indemnified Party seeking indemnification and or (b) Taxes other than as described in clause (xiv) below or Taxes Indemnified Amounts that represent losses, claims or damages arising from any have the effect of recourse for non-Tax claimpayment of the Loans due to credit problems of the Obligors (except as otherwise specifically provided in this Agreement). If the Borrower has made any indemnity payment pursuant to this Section 11.1 and such payment fully indemnified the recipient thereof 81 and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to indemnify each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower for Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Deal Agent, the Backup Servicer, the Collateral Agent, the Successor Servicer, the Liquidity Agents, the Secured Parties, and each Borrower of their respective Affiliates and officers, directors, employees and agents thereof (collectively, the "Indemnified Party Parties"), forthwith on demand, from and against any and all damages, losses, claims, losses liabilities and liabilities (related costs and expenses, including Attorney Costs) attorneys' fees and disbursements (all of the foregoing being collectively referred to as “Borrower the "Indemnified Amounts”") awarded against or incurred by such Indemnified Party or other non-monetary damages of any such Indemnified Party any of them arising out of or resulting from as a result of this Agreement or any other Transaction Document the financing or the use of proceeds maintenance of the Credit Extensions Capital or the security interest in respect of any Pool Receivable Loan or any other Collateral; Contract, excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted resulting from the bad faith, gross negligence or willful misconduct by on the Borrower part of such Indemnified Party seeking indemnification and or (b) Taxes other than as described in clause (xiv) below or Taxes Indemnified Amounts that represent losses, claims or damages arising from any have the effect of recourse for non-Tax claimpayment of the Loans due to credit problems of the Obligors (except as otherwise specifically provided in this Agreement). If the Borrower has made any indemnity payment pursuant to this Section 11.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to indemnify each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower for Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Deal Agent, the Collateral Agent, the Liquidity Agent, the Secured Parties, and each Borrower of their respective Affiliates and officers, directors, employees and agents thereof (collectively, the “Indemnified Party Parties”), forthwith on demand, from and against any and all damages, losses, claims, losses liabilities and liabilities (related costs and expenses, including Attorney Costs) attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Borrower Indemnified Amounts”) awarded against or incurred by such Indemnified Party or other non-monetary damages of any such Indemnified Party any of them arising out of or resulting from as a result of this Agreement or any other Transaction Document the financing or the use of proceeds maintenance of the Credit Extensions Capital or the security interest in respect of any Pool Receivable or any other of the Collateral; , excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted resulting from the bad faith, gross negligence or willful misconduct by on the Borrower part of such Indemnified Party seeking indemnification and or (b) Taxes other than as described in clause (xiv) below or Taxes Indemnified Amounts that represent losses, claims or damages arising from any have the effect of recourse for non-Tax claimpayment of the Underlying Class B Note (except as otherwise specifically provided in this Agreement). If the Borrower has made any indemnity payment pursuant to this Section 11.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to indemnify each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower for Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):from:

Indemnities by the Borrower. (a) i. Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral Custodian, the Collateral Administrator, the Securities Intermediary, the Secured Parties, the Lenders and each Borrower of their respective assigns and directors, officers, employees, agents and advisors (collectively, the “Indemnified Party Parties”), forthwith on demand, from and against any and all claimsdamages, losses losses, claims (whether brought by or involving the Borrower or any other third party), liabilities and liabilities related costs and expenses, including reasonable attorneys’ fees and disbursements (including Attorney Costslimited to one primary counsel and such other local or special counsel as may be necessary) (all of the foregoing being collectively referred to as the “Borrower Indemnified Amounts”) awarded against or incurred by such Indemnified Party and other non‑monetary damages of any such Indemnified Party or any of them arising out of or resulting from as a result of this Agreement or any other Transaction Document or the use of proceeds (including enforcement of the Credit Extensions indemnification obligations hereunder) or having an interest in the security interest Collateral or in respect of any Pool Receivable or any other Loan included in the Collateral; , excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction in a final non-appealable judgment of a court of competent jurisdiction holds that judgment. If the Borrower has made any indemnity payment pursuant to this Section 10.1 and Section 10.3 and such portion payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Borrower Indemnified Amounts resulted from then, the bad faith, gross negligence or willful misconduct by recipient shall repay to the Borrower Indemnified Party seeking indemnification and (b) Taxes other than as described an amount equal to the amount it has collected from others in clause (xiv) below or Taxes that represent losses, claims or damages arising from any non-Tax claimrespect of such indemnified amounts. Without limiting or being limited by the foregoing, the Borrower shall pay indemnify each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligence or willful misconduct on demand (it being understood that if any portion the part of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts Party) relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify each Borrower Indemnified Party from and against any and all claims, losses and liabilities (including Attorney Costs) (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) arising out of or resulting from this Agreement or any other Transaction Document or the use of proceeds of the any Credit Extensions Extension or the security interest in respect of any Pool Receivable or any other Collateral; excluding, however, (ax) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted primarily from the bad faith, gross negligence or willful misconduct by the Borrower Indemnified Party seeking indemnification indemnification, (y) Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such Borrower Indemnified Amounts result from a claim by the Borrower against a Borrower Indemnified Party for a material breach by such Borrower Indemnified Party of its obligations under any Transaction Document, and (bz) Taxes other than as described in clause (xiv) below or Taxes that represent losses, claims or damages arising from any non-Tax claimare covered by Section 5.03. Without limiting or being limited by the foregoing, the Borrower shall pay on written demand (which demand shall be accompanied by documentation of the Borrower Indemnified Amounts in reasonable detail) (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):be

Indemnities by the Borrower. (a) Without limiting any other rights that which the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) Company or each Bank Investors may have hereunder or under Applicable Lawapplicable law, the Borrower hereby agrees to indemnify each Borrower the Company, the Bank Investors, the Agent, the Administrative Agent, the Collateral Agent, the Liquidity Provider and the Credit Support Provider and any successors and permitted assigns and their respective officers, directors and employees (collectively, "Indemnified Party Parties") from and against any and all damages, losses, claims, losses liabilities, costs and liabilities expenses, including, without limitation, reasonable external attorneys' fees (including Attorney Costswhich such attorneys may be employees of the Liquidity Provider, the Credit Support Provider, the Agent, the Administrative Agent or the Collateral Agent, as applicable) and disbursements (all of the foregoing being collectively referred to as “Borrower "Indemnified Amounts”") awarded against or incurred by any of them in any action or proceeding between the Borrower, the Parent or the Master Servicer (if an Affiliate of the Borrower) and any of the Indemnified Parties or between any of the Indemnified Parties and any third party or otherwise arising out of or resulting from as a result of this Agreement Agreement, the other Transaction Documents, the ownership or maintenance, either directly or indirectly, by the Agent, the Company or any other Transaction Document or the use of proceeds Bank Investor of the Credit Extensions or the security interest in respect of any Pool Receivable Net Investment or any of the other Collateral; transactions contemplated hereby or thereby, excluding, however, (ai) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted resulting from the bad faith, gross negligence or willful misconduct by on the Borrower part of an Indemnified Party seeking indemnification and or (bii) Taxes other than recourse (except as described otherwise specifically provided in clause (xivthis Agreement) below for uncollectible or Taxes that represent losses, claims or damages arising from any non-Tax claimuncollected Receivables. Without limiting or being limited by the generality of the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to indemnify each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower for Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit PartiesLenders (or their respective permitted assigns), any Affected Party, the Affected Persons and their respective assignsCheck Processing Bank, officersthe Lockbox Account Bank, directorsthe Collection Account Bank or any director, agents and employees officer, employee or agent or incorporator of such party (each, a an “Borrower Indemnified Party”) may have hereunder or under Applicable Lawapplicable law, the Borrower hereby agrees to indemnify indemnify, defend and hold harmless each Borrower Indemnified Party on an after-tax basis from and against any and all claims, losses losses, liabilities, obligations, damages, penalties, actions, judgments, suits, and liabilities (related costs and expenses of any nature whatsoever, including Attorney Costs) reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) which may be imposed on, incurred by or asserted against an Indemnified Party in any way arising out of or resulting from relating to (i) this Agreement Agreement, the other Basic Documents and the other documents and agreements contemplated hereby or thereby, the performance by the Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby, (ii) any other Transaction claim, litigation, investigation or proceeding relating to any of the foregoing whether or not any Indemnified Party is a party thereto, (iii) any breach of any representation, warranty or covenant by or on behalf of the Borrower under any Basic Document to which it is a party, (iv) the financing or the use pledge of proceeds any of the Credit Extensions Collateral, or the security interest in respect of (v) any Pool Receivable or any other CollateralReceivable; excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted resulting solely from the bad faith, gross negligence or willful misconduct by on the Borrower part of such Indemnified Party seeking indemnification and (b) Taxes other than as described in clause (xiv) below or Taxes that represent losses, claims or damages arising from any non-Tax claimParty. Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify indemnify, defend and hold harmless such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Deal Agent, the Collateral Agent, the Successor Servicer, the Lender, the Secured Parties, and each Borrower of their respective Affiliates and officers, directors, employees and agents thereof (collectively, the “Indemnified Party Parties”), forthwith on demand, from and against any and all damages, losses, claims, losses liabilities and liabilities (related costs and expenses, including Attorney Costs) attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Borrower Indemnified Amounts”) awarded against or incurred by such Indemnified Party or other non‑monetary damages of any such Indemnified Party, any of them arising out of or resulting from as a result of this Agreement or any other Transaction Document the financing or the use of proceeds maintenance of the Credit Extensions Aggregate Loan Amount or the security interest in respect of any Pool Receivable Loan or any other Collateral; Contract, excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted resulting from the bad faith, gross negligence or willful misconduct by on the Borrower part of such Indemnified Party seeking indemnification and or (b) Taxes other than Indemnified Amounts that have the effect of recourse for non‑payment of the Loans due to credit problems of the Obligors (except as described otherwise specifically provided in clause (xiv) below or Taxes that represent lossesthis Agreement). If the Borrower has made any indemnity payment pursuant to this Section 10.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, claims or damages arising then the recipient shall repay to the Borrower an amount equal to the amount it has collected from any non-Tax claimothers in respect of such indemnified amounts. Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to indemnify each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower for Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):from:

Indemnities by the Borrower. (a) Without limiting any other rights that which the Administrative Agent, the Credit Secured Parties, the Affected Persons and Collateral Custodian or any of their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) Affiliates may have hereunder or under Applicable Law, the Borrower hereby agrees to shall indemnify the Secured Parties, the Collateral Custodian and each Borrower of their respective Affiliates, assigns, officers, directors, employees and agents (each, an “Indemnified Party Party” for purposes of this Article X) from and against any and all damages, losses, claims, losses liabilities and liabilities (related costs and expenses, including Attorney Costs) reasonable external attorneys’ fees and disbursements and court costs (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) ), incurred by or asserted against such Indemnified Party arising out of or resulting from as a result of (i) this Agreement or the other Transaction Documents or in respect of the transactions contemplated thereby or with respect to any of the Collateral, (ii) any actions taken or omitted to be taken by any Indemnified Party under this Agreement or any other Transaction Document Document, (iii) any Advance or the use of proceeds or proposed use of the Credit Extensions proceeds therefrom, (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the security interest in respect of any Pool Receivable foregoing, whether based on contract, tort or any other Collateral; theory, whether brought by a third party or by the Borrower, and regardless of whether any Indemnified Party is a party thereto or (v) any action, claim or suit brought by an Indemnified Party to enforce its right to indemnification, excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent resulting from gross negligence, bad faith or willful misconduct on the part of an Indemnified Party as determined in a final non-appealable judgment of decision by a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted from the bad faith, gross negligence or willful misconduct by the Borrower Indemnified Party seeking indemnification and (bjurisdiction. This Section 10.01(a) does not apply with respect to Taxes other than as described in clause (xiv) below or any Taxes that represent losses, claims or damages claims, damages, etc. arising from any non-Tax claim. Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):.

Indemnities by the Borrower. (a) Without limiting any other rights that which the Administrative Agent, the Credit Partieseach Agent, each Lender or its assignee, the Affected Persons and Backup Servicer (including in its capacity as Successor Servicer), the Account Bank, the Collateral Custodian (if not DFC), the Servicer (if not DFC) or any of their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) Affiliates may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, each Borrower Agent, each Secured Party, the Backup Servicer, including if it is then acting as Successor Servicer, the Account Bank, the Collateral Custodian (if not DFC) and each of their respective Affiliates and officers, directors, employees and agents thereof (collectively, the "Indemnified Party Parties") from and against any and all reasonable and documented fees, damages, losses, claims, losses liabilities and liabilities related costs and expenses, including reasonable attorneys’ fees, court costs, and expenses (including Attorney Costs) (all of collectively, the foregoing being collectively referred to as “Borrower "Indemnified Amounts”") awarded against or incurred by, any such Indemnified Party arising out of or resulting from as a result of this Agreement or any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Collateral; Agreement, excluding, however, (a) any portion of Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Borrower Indemnified Amounts resulted resulting from the gross negligence, bad faith, gross negligence or willful misconduct by on the Borrower part of any Indemnified Party seeking indemnification and (b) Taxes other than as described in clause (xiv) below or Taxes that represent losses, claims or damages arising from any non-Tax claimParty. Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at indemnify the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party from and against any and all Borrower Parties for Indemnified Amounts relating to or resulting from from: (i) any Receivable represented by the Borrower to be an Eligible Receivable which is not at the applicable time an Eligible Receivable; (ii) reliance on any representation or warranty made or deemed made by the Borrower or any of its respective officers under or in connection with this Agreement or any other Basic Document, which shall have been false or incorrect in any material respect when made or deemed made or delivered; (iii) the following failure by the Borrower to comply with any term, provision or covenant contained in this Agreement or any other Basic Document, or a failure by the Borrower to comply with any Applicable Law with respect to any Contract or Receivable, the related Financed Vehicle or the non-conformity of any Contract with any such Applicable Law; (but excluding Borrower Indemnified Amounts iv) the failure to vest and Taxes described maintain vested in clause (b) above):the Administrative Agent a valid and enforceable security interest in any or all of the Collateral or a valid and enforceable first priority perfected security interest in any or all of the Collateral;

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the other Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) and any WT Indemnified Parties may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify indemnify, defend, release and hold harmless each Borrower Indemnified Party and each WT Indemnified Party from and against any and all claims, losses actions, suits, losses, liabilities, proceedings at law or in equity, and liabilities related costs (including in respect of any claims brought by any DSG Party) and any other expenses, fees or charges of any character or nature (including, without limitation, Attorney CostsCosts and the costs of enforcement of this Agreement, any Transaction Document or any provision thereof) (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) arising out of which a Borrower Indemnified Party or WT Indemnified Party may incur or which may be asserted against it resulting from this Agreement or any other Transaction Document or the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Collateral; excluding, however, (a) any portion of Borrower Indemnified Amounts to (x) resulting from the extent gross negligence or willful misconduct of the Borrower Indemnified Party or WT Indemnified Party seeking indemnification, as determined by a final non-appealable judgment of a court of competent jurisdiction holds that such portion jurisdiction, (y) solely with respect to the Borrower Indemnified Parties (other than the Back-up Servicer), resulting solely from a material breach of any Transaction Document on the part of such Borrower Indemnified Amounts resulted from the bad faithParty, gross negligence as determined by a final non-appealable judgment of a court of competent jurisdiction, or willful misconduct by (z) solely with respect to the Borrower Indemnified Party seeking indemnification Parties (other than the Back-up Servicer), that constitute recourse with respect to a Pool Receivable by reason of an Event of Bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor, and (b) Taxes solely with respect to the Borrower Indemnified Parties (other than as described in clause the Back-up Servicer), Taxes (xiv) below or other than any Taxes that represent losses, claims or damages claims, damages, etc. arising from any non-Tax claimClaim). Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 4.013.01), to each Borrower Indemnified Party and each WT Indemnified Party any and all amounts necessary to indemnify such Borrower Indemnified Party or WT Indemnified Party from and against any and all Borrower Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clause clauses (a) and (b) above):