Common use of Indemnities by the Borrower Clause in Contracts

Indemnities by the Borrower. (a) Without limiting any other rights which the Affected Parties, the Secured Parties, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian or any of their respective 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 of their respective Affiliates, assigns, officers, directors, employees and agents (each, an “Indemnified Party” for purposes of this Agreement) from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable and documented attorneys’ fees and disbursements, but excluding Taxes, which are addressed in Section 2.11 (all of the foregoing being collectively referred to as “Indemnified Amounts”), awarded against or actually incurred by such Indemnified Party or other non-monetary damages of any such Indemnified Party arising out of or as a result of this Agreement or in respect of any of the Collateral Portfolio, excluding, however, Indemnified Amounts to the extent resulting solely from gross negligence or willful misconduct on the part of an Indemnified Party. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from any of the following:

Indemnities by the Borrower. (a) Without limiting any other rights which the Affected Parties, the Secured Parties, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian or any of their respective 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 of their respective Affiliates, assigns, officers, directors, employees and agents (each, an “Indemnified Party” for purposes of this AgreementArticle VIII) from and against any and all damages, losses, claims, liabilities and related reasonable costs and expenses, including reasonable and documented attorneys’ fees fees, costs and disbursements, but excluding Taxes, which are addressed in Section 2.11 expenses (all of the foregoing being collectively referred to as “Indemnified Amounts”), awarded against or actually incurred by such Indemnified Party or other non-monetary damages of any such Indemnified Party arising out of or as a result of this Agreement or in respect of any of the Collateral Portfolio, excluding, however, Indemnified Amounts to the extent resulting solely from (a) gross negligence negligence, bad faith or willful misconduct on the part of an Indemnified PartyParty or (b) Loan Assets which are uncollectible due to the Obligor’s financial inability to pay. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from any of the following:following (to the extent not resulting from the conditions set forth in (a) or (b) above):

Indemnities by the Borrower. (a) Without limiting any other rights which the Affected Parties, the Secured Parties, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian or any of their respective 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 of their respective Affiliates, assigns, officers, directors, employees and agents (each, an “Indemnified Party” for purposes of this Agreement”) from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable and documented attorneys’ fees and disbursements, but excluding Taxes, which are addressed in Section 2.11 disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”), awarded against or actually incurred by such Indemnified Party or other non-monetary damages of any such Indemnified Party arising out of or as a result of this Agreement or in respect of any of the Collateral Portfolio, excluding, however, Indemnified Amounts to the extent resulting solely from (x) gross negligence negligence, bad faith or willful misconduct on the part of an Indemnified PartyParty or (y) Loans which are uncollectible due to the Obligor’s financial inability to pay. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from any of the following:following (to the extent not resulting from the conditions set forth in (x) or (y) above):

Indemnities by the Borrower. (a) Without limiting any other rights which the Affected Parties, the Secured Parties, the Administrative Agent, the LendersNote Purchaser, the Lender AgentsTrustee, the Collateral Agent, the Account Bank, the Collateral Custodian or any of their respective Affiliates may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Affected Parties, the Secured Parties, Administrative Agent, the LendersNote Purchaser, the Lender AgentsTrustee, the Collateral Agent, the Account Bank, the Collateral Custodian and each of their respective Affiliates, assigns, officers, directors, employees and agents (each, an “Indemnified Party” for purposes of this AgreementArticle VIII) from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable and documented attorneys’ fees and disbursements, but excluding Taxes, which are addressed in Section 2.11 disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”), awarded against or actually incurred by such Indemnified Party or other non-monetary damages of any such Indemnified Party arising out of or as a result of this Agreement or in respect of any of the Collateral Portfolio, excluding, however, Indemnified Amounts to the extent resulting solely from (a) gross negligence negligence, bad faith or willful misconduct on the part of an Indemnified PartyParty or (b) Loan Assets which are uncollectible due to the Obligor’s financial inability to pay. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from any of the following:following (to the extent not resulting from the conditions set forth in (a) or (b) above):

Indemnities by the Borrower. (a) Without limiting any other rights which the Affected Parties, the Secured Parties, that the Administrative Agent, the LendersCredit Parties, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian or any of Affected Persons and their respective Affiliates assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) 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 of their respective Affiliates, assigns, officers, directors, employees and agents (each, an “Borrower Indemnified Party” for purposes of this Agreement) Party from and against any and all damages, losses, claims, losses and liabilities and related costs and expenses, (including reasonable and documented attorneys’ fees and disbursements, but excluding Taxes, which are addressed in Section 2.11 Attorney Costs) (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”), awarded against or actually incurred by such Indemnified Party or other non-monetary damages of any such Indemnified Party ) arising out of or as a result of resulting from this Agreement or any other Transaction Document or any Credit Extension or the security interest in respect of any of the Collateral Portfolio, Pool Receivable or any other Collateral; excluding, however, (x) Borrower Indemnified Amounts to the extent resulting solely a final non-appealable judgment of a court of competent jurisdiction holds that such Borrower Indemnified Amounts resulted primarily from the gross negligence or willful misconduct on the part of an Indemnified Party. Without limiting the foregoing, by the Borrower shall indemnify each 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 result from a claim by the Borrower against a Borrower Indemnified Party for a material breach by such Borrower Indemnified Amounts relating to or resulting from Party of its obligations under any of the following:Transaction Document, and (z) Taxes that are covered by Section

Indemnities by the Borrower. (a) Without limiting any other rights which the Affected Parties, the Secured Parties, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian Agent or any of their respective 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 Agent and each of their respective Affiliates, assigns, officers, directors, employees and agents (each, an “Indemnified Party” for purposes of this Agreement”) from and against any and all damages, losses, claims, liabilities and related reasonably documented costs and expenses, including reasonable and documented attorneys’ fees and disbursements, but excluding Taxes, which are addressed in Section 2.11 disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”), awarded against or actually incurred by such Indemnified Party or other non-monetary damages of any such Indemnified Party arising out of or as a result of this Agreement or in respect of any of the Collateral Portfolio, excluding, however, Indemnified Amounts to the extent resulting solely from (x) gross negligence negligence, bad faith or willful misconduct on the part of an Indemnified PartyParty or (y) Loan Assets which are uncollectible due to the Obligor’s financial inability to pay. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from any of the following:following (to the extent not resulting from the conditions set forth in (x) or (y) above):

Indemnities by the Borrower. (a) Without limiting any other rights which the Affected Parties, the Secured Parties, that the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian or any of Affected Persons and their respective Affiliates assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) 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 of their respective Affiliates, assigns, officers, directors, employees and agents (each, an “Borrower Indemnified Party” for purposes of this Agreement) Party from and against any and all damages, losses, claims, losses and liabilities (including Attorney Costs (excluding the allocated costs of in house counsel and related costs and expenseslimited to not more than one firm of counsel for all such Borrower Indemnified Parties, including reasonable and documented attorneys’ fees and disbursementstaken as a whole, but excluding Taxesand, which are addressed if necessary, a single local firm of counsel in Section 2.11 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”), awarded against or actually incurred by such Indemnified Party or other non-monetary damages of any such Indemnified Party ) arising out of or as a result of resulting from this Agreement or any other Transaction Document or the use of proceeds of the Loans or the security interest in respect of any of the Collateral Portfolio, Collateral; excluding, however, (i) Borrower Indemnified Amounts to the extent resulting solely from gross negligence or willful misconduct on the part of an Indemnified Party. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from any of the following:a (b) [Reserved].

Indemnities by the Borrower. (a) Without limiting any other --------------------------- rights which the any Affected Parties, the Secured Parties, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian or any of their respective Affiliates Party may have hereunder or under Applicable Lawapplicable law, the Borrower hereby agrees to indemnify the Affected PartiesSecuritization Lender, the Secured PartiesCNAI, Administrative individually and in its capacity as Agent, and any Liquidity Provider (the Lenders"Indemnified Parties"), the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and each of their respective Affiliates, assigns, officers, directors, employees and agents (each, an “Indemnified Party” for purposes of this Agreement) from and against any and all damages, losses, claims, ------------------- liabilities and related costs and expenses, including reasonable and documented attorneys’ ' fees and disbursements, but excluding Taxes, which are addressed in Section 2.11 disbursements (all of the foregoing being collectively referred to as “"Indemnified Amounts”), ") awarded against or actually incurred by such Indemnified Party or other non-monetary damages of any such Indemnified Party arising ------------------- out of or as a result of this Agreement or the pledge of the Pledged Assets or in respect of any of the Collateral PortfolioLease Receivable or any Lease, excluding, however, (i) Indemnified Amounts to the extent resulting solely from gross negligence or willful misconduct on the part of an any Indemnified PartyParty or (ii) recourse (except with respect to payment and performance obligations provided for in this Agreement) for uncollectible Pledged Lease Receivables. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from any of the followingfrom:

Indemnities by the Borrower. (a) Without limiting any other rights which the Affected Parties, the Secured Parties, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian or any of their respective 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 of their respective Affiliates, assigns, officers, directors, employees and agents (each, an “Indemnified Party” for purposes of this AgreementArticle VIII) from and against any and all damages, losses, claims, liabilities and related reasonable costs and expenses, including reasonable and documented attorneys’ fees fees, costs and disbursements, but excluding Taxes, which are addressed in Section 2.11 expenses (all of the foregoing being collectively referred to as “Indemnified Amounts”), awarded against or actually incurred by such Indemnified Party or other non-monetary damages of any such Indemnified Party arising out of or as a result of this Agreement or in respect of any of the Collateral Portfolio, excluding, however, Indemnified Amounts to the extent resulting solely from (a) gross negligence negligence, bad faith or willful misconduct on the part of an Indemnified PartyParty or (b) Loan Assets which are uncollectible due to the Obligor’s financial inability to pay. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from any of the following:following (to the extent not resulting from the conditions set forth in (a) or (b) above):

Indemnities by the Borrower. (a) Without limiting any other rights which the Affected Parties, the Secured Parties, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian or that any of their respective Affiliates such Person 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 Managing Agents, the Collateral AgentBackup Servicer, the Account Bankany Successor Servicer, the Collateral Custodian Custodian, any Secured Party or its assignee and each of their respective Affiliates, assigns, Affiliates and officers, directors, employees employees, members and agents thereof (eachcollectively, an the “Indemnified Party” for purposes of this Agreement) Parties”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable and documented attorneys’ fees and disbursements, but excluding Taxes, which are addressed in Section 2.11 disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”), ) awarded against or actually incurred by by, any such Indemnified Party or other non-monetary damages of any such Indemnified Party any of them arising out of or as a result of this Agreement or in respect of any of the Collateral PortfolioAgreement, excluding, however, Indemnified Amounts to the extent resulting solely from gross negligence or willful misconduct on the part of an any Indemnified Party. Without limiting the foregoing, the Borrower shall indemnify each the Indemnified Party Parties for Indemnified Amounts relating to or resulting from any of the following:from: 106

Indemnities by the Borrower. (a) Without limiting any other rights which the Affected Parties, the Secured Parties, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian Agent or any of their respective 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 Agent and each of their respective Affiliates, assigns, officers, directors, employees and agents (each, an “Indemnified Party” for purposes of this AgreementArticle VIII) from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable and documented attorneys’ fees and disbursements, but excluding Taxes, which are addressed in Section 2.11 disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”), awarded against or actually incurred by such Indemnified Party or other non-monetary damages of any such Indemnified Party arising out of or as a result of this Agreement or in respect of any of the Collateral Portfolio, excluding, however, Indemnified Amounts to the extent resulting solely from (a) gross negligence negligence, bad faith or willful misconduct on the part of an Indemnified PartyParty or (b) Loan Assets which are uncollectible due to the Obligor’s financial inability to pay. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from any of the following:following (to the extent not resulting from the conditions set forth in (a) or (b) above):

Indemnities by the Borrower. (a) Without WithoutExcept for Taxes (other than Taxes that represent losses, claims, damages, etc. arising from any non-tax claim) which shall not be covered by this Section 8.01 and without limiting any other rights which the Affected Parties, the Secured Parties, the Administrative Agent, the Lenders, the Lender AgentsTrustee, the Collateral Agent, the Account Bank, the Collateral Custodian or any of their respective 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 AgentsTrustee, the Collateral Agent, the Account Bank, the Collateral Custodian and each of their respective Affiliates, assigns, officers, directors, employees and agents (each, an “Indemnified Party” for purposes of this AgreementArticle VIII) from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable and documented attorneys’ fees and disbursements, but excluding Taxes, which are addressed in Section 2.11 disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”), awarded against or actually incurred by such Indemnified Party or other non-monetary damages of any such Indemnified Party arising out of or as a result of this Agreement or in respect of any of the Collateral Portfolio, excluding, however, Indemnified Amounts to the extent resulting solely from gross negligence negligence, bad faith or willful misconduct on the part of an Indemnified Party. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from any of the following:Amounts

Indemnities by the Borrower. (a) Without limiting any other rights which the Affected Parties, the Secured Parties, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian or any of their respective 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 of their respective Affiliates, assigns, officers, directors, employees and agents (each, an “Indemnified Party” for purposes of this AgreementArticle VIII) from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable and documented attorneys’ fees and disbursements, but excluding Taxes, which are addressed in Section 2.11 disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”), awarded against or actually incurred by such Indemnified Party or other non-monetary damages of any such Indemnified Party arising out of or as a result of this Agreement Agreement, any of the other Transaction Documents or in respect of any of the Collateral Portfolio, excluding, however, Indemnified Amounts to the extent resulting solely from (a) gross negligence negligence, bad faith or willful misconduct on the part of an such Indemnified PartyParty or (b) Loan Assets which are uncollectible due to the Obligor’s financial inability to pay. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from any of the following:following (to the extent not resulting from the conditions set forth in (a) or (b) above):

Indemnities by the Borrower. (a) Without limiting any other rights which the Affected Parties, the Secured Parties, that the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian or any of Affected Persons and their respective Affiliates assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) 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 of their respective Affiliates, assigns, officers, directors, employees and agents (each, an “Borrower Indemnified Party” for purposes of this Agreement) Party from and against any and all damages, losses, claims, losses and liabilities (including Attorney Costs (excluding the allocated costs of in house counsel and related costs and expenseslimited to not more than one firm of counsel for all such Borrower Indemnified Parties, including reasonable and documented attorneys’ fees and disbursementstaken as a whole, but excluding Taxesand, which are addressed if necessary, a single local firm of counsel in Section 2.11 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”), awarded against or actually incurred by such Indemnified Party or other non-monetary damages of any such Indemnified Party ) arising out of or as a result of resulting from this Agreement or any other Transaction Document or the use of proceeds of the Loans or the security interest in respect of any of the Collateral Portfolio, Collateral; excluding, however, (i) Borrower Indemnified Amounts to the extent resulting solely from gross negligence or willful misconduct on the part of an Indemnified Party. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from any of the following:a

Indemnities by the Borrower. (a) Without Except, in the case of the Administrative Agent and Lenders and their respective related Indemnified Parties, for Taxes (other than Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim) and without limiting any other rights which the Affected Parties, the Secured Parties, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian or any of their respective 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 Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and each of their respective Affiliates, assigns, officers, directors, employees and agents (each, an “"Indemnified Party” " for purposes of this AgreementArticle VIII) from against, and against to hold each Indemnified Party harmless from, any and all damages, losses, claims, liabilities and related reasonable and documented costs and expenses, including reasonable and documented attorneys’ ' fees and disbursements, but excluding Taxes, which are addressed in Section 2.11 disbursements (all of the foregoing being collectively referred to as “"Indemnified Amounts”"), awarded against or actually incurred by such Indemnified Party or other non-monetary damages of any such Indemnified Party arising out of of, in any way connected with, or as a result of this Agreement Agreement, any of the other Transaction Documents or in respect of any of the Collateral Portfolioor any claim, excludinglitigation, however, Indemnified Amounts investigation or proceeding relating to the extent resulting solely from gross negligence or willful misconduct on the part any of an Indemnified Party. Without limiting the foregoing, the Borrower shall indemnify each regardless of whether any such Indemnified Party for Indemnified Amounts relating to or resulting from any of the following:is