Common use of Indemnities by the Borrower Clause in Contracts

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Managing Agents, the Backup Servicer, any Successor Servicer, the Collateral Custodian, any Secured Party or its assignee and each of their respective Affiliates and officers, directors, employees, members and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by, any 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, excluding, however, Indemnified Amounts to the extent resulting from gross negligence 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:

Indemnities by the Borrower. (a) Without limiting any other rights that which any such Person Affected Party may have hereunder or under Applicable Lawapplicable law (including, without limitation, the right to recover damages for breach of contract), the Borrower hereby agrees to indemnify each Lender, the Administrative Program Agent, each Managing Agent, the Managing AgentsServicer (if not an Affiliate of the Borrower), the Backup Servicer, any Successor Servicer, the Collateral Custodian, any Secured Party or its assignee Paying Agent and each of Liquidity Provider, and their respective Affiliates and officers, directors, employees, members officers and agents thereof employees (collectively, the “Indemnified Parties”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable external attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) ), awarded against or incurred by, any by such Indemnified Party to the extent relating to or other non-monetary damages of any such Indemnified Party any of them arising out of from or as a result of this Agreement, excluding, however, Indemnified Amounts Agreement or the funding or maintenance of Loans made by a Lender hereunder subject to the extent resulting from gross negligence or willful misconduct on the part of any Indemnified Partyproviso set forth below. Without limiting the foregoinggenerality of the foregoing indemnification, the Borrower shall indemnify the Indemnified Parties for Indemnified Amounts to the extent relating to or resulting fromfrom any of the following:

Indemnities by the Borrower. (a) Without limiting any other rights that which the Administrative Agent, each Agent, each Lender or its assignee, the Backup Servicer, the Account Bank or any such Person of their respective Affiliates may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agentindemnify, the Managing Agentsprotect, the Backup Servicer, any Successor Servicer, the Collateral Custodian, any Secured Party or defend and hold harmless each such entity (each in its assignee capacity as such and in its individual capacity) and each of their respective Affiliates and officers, directors, employees, members employees and agents thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”), forthwith on demand, ) from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees fees, expenses and disbursements (all of collectively, the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by, any such Indemnified Party or other non-monetary damages of any such Indemnified Party any of them in connection with, arising out of or as a result of this AgreementAgreement or the other Basic Documents, excluding, however, Indemnified Amounts to the extent resulting from the gross negligence negligence, bad faith or willful misconduct on the part of any such Indemnified PartyParty (as determined by a court of competent jurisdiction). Without limiting the foregoing, the Borrower shall indemnify the Indemnified Parties for Indemnified Amounts relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Managing Agents, the Backup Servicer, any Successor Servicer, the Collateral Custodian, any Secured Party or its assignee and each of their respective Affiliates and officers, directors, employees, members and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by, any 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, excluding, however, Indemnified Amounts to the extent finally judicially determined by a court of competent jurisdiction to have been resulting from the gross negligence 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:

Indemnities by the Borrower. (a) Without limiting any other rights that which the Administrative Agent, the Managing Agents, the Lenders, the Liquidity Providers or any such Person of their respective Affiliates may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the each Managing AgentsAgent, the Backup Servicereach Lender, any Successor Servicereach Liquidity Provider, the Collateral Custodianeach of their respective Affiliates, any Secured Party or its assignee and each of their respective Affiliates and directors, officers, directors, employees, members agents and agents thereof attorneys (collectively, all of the foregoing being individually referred to as an “Indemnified Party” and being collectively referred to as “Indemnified Parties”), forthwith on demand, ) from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (excluding Taxes for which provision is made in Section 2.12) (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or actually incurred by, any such Indemnified Party or other non-monetary damages of any such Indemnified Party by any of them arising out of or as a result of this Agreement, excluding, however, Indemnified Amounts to the extent resulting from gross negligence this Agreement or willful misconduct on the part other Facility Documents or the use of proceeds of Advances or remittances or the security interests in the Collateral or in respect of any Indemnified PartyReceivable, Related Security or Contract. Without limiting or being limited by the foregoing, the Borrower shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify the such Indemnified Parties for Party from and against any and all Indemnified Amounts relating to or resulting fromfrom any of the following:

Indemnities by the Borrower. (a) Without limiting any other rights that which the Affected Parties, the Secured Parties, the Administrative Agent, the Lenders, the Collateral Agent or any such Person 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 Managing Agents, the Backup Servicer, any Successor ServicerLenders, the Collateral Custodian, any Secured Party or its assignee Agent and each of their respective Affiliates and Affiliates, assigns, officers, directors, employees, members employees and agents thereof (collectivelyeach, the an “Indemnified PartiesParty”), forthwith on demand, ) from and against any and all damages, losses, claims, liabilities and related reasonably documented costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) ), awarded against or actually incurred by, any by 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 AgreementAgreement 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 any 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 the each Indemnified Parties Party for Indemnified Amounts relating to or resulting from:from any of the 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 that which the Administrative Agent, each Agent, each Lender or its assignee, the Backup Servicer, the Securities Intermediary or any such Person of their respective Affiliates may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agentindemnify, the Managing Agentsprotect, the Backup Servicer, any Successor Servicer, the Collateral Custodian, any Secured Party or defend and hold harmless each such entity (each in its assignee capacity as such and in its individual capacity) and each of their respective Affiliates and officers, directors, employees, members employees and agents thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”), forthwith on demand, ) from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees fees, expenses and disbursements (all of collectively, the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by, any such Indemnified Party or other non-monetary damages of any such Indemnified Party any of them in connection with, arising out of or as a result of this AgreementAgreement or the other Basic Documents, excluding, however, Indemnified Amounts to the extent resulting from the gross negligence negligence, bad faith or willful misconduct on the part of any such Indemnified PartyParty (as determined by a court of competent jurisdiction). Without limiting the foregoing, the Borrower shall indemnify the Indemnified Parties for Indemnified Amounts relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that which the Administrative Agent, each Agent, each Lender or its assignee, the Image File Custodian, the Backup Servicer, the Account Bank or any such Person of their respective Affiliates may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Managing Agents, the Backup Servicer, any Successor Servicer, the Collateral Custodian, any Secured Party or its assignee each such entity and each of their respective Affiliates and officers, directors, employees, members employees and agents thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”), forthwith on demand, ) from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of collectively, the foregoing being collectively referred to as “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 as a result of this Agreement, excluding, however, Indemnified Amounts to the extent resulting from the gross negligence negligence, bad faith or willful misconduct on the part of any such Indemnified Party. Without limiting the foregoing, the Borrower shall indemnify the Indemnified Parties for Indemnified Amounts relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Managing Agents, the Backup Servicer, any Successor Servicer, the Collateral Custodian, any successor Servicer, the Secured Party or its assignee Parties and each of their respective Affiliates assigns and officers, directors, employees, members employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, from and against any and all damages (exclusive of consequential damages), losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by, any by 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 AgreementAgreement or the other Transaction Documents or the Collateral or in respect of any Receivable included in the Collateral, excluding, however, Indemnified Amounts to the extent resulting from gross negligence negligence, bad faith or willful misconduct on the part of any such Indemnified PartyParty and excluding disputes among the Indemnified Parties. Without limiting the foregoing, the Borrower shall indemnify the each Indemnified Parties Party for Indemnified Amounts relating to or resulting from:from (for purposes of this Section 11.1, references to the “Servicer” shall only apply to any Servicer that is an Affiliate of the Borrower):

Indemnities by the Borrower. (a) Without limiting any other rights that which the Agent, the Lenders, the Trustee, the Bank, the Collateral Custodian or any such Person of their respective Affiliates may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Managing AgentsLenders, the Backup ServicerTrustee, any Successor Servicerthe Bank, the Collateral Custodian, any Secured Party or its assignee Custodian and each of their respective Affiliates and Affiliates, assigns, officers, directors, employees, members employees and agents thereof (collectivelyeach, the an “Indemnified Parties”), forthwith on demand, Party” for purposes of this Article VIII) from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) ), awarded against or actually incurred by, any by 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 AgreementAgreement 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 any an Indemnified Party. Without limiting the foregoing, the Borrower shall indemnify the each Indemnified Parties Party for Indemnified Amounts relating to or resulting from:from any of the following (to the extent not resulting from the conditions set forth above):

Indemnities by the Borrower. (a) Without limiting any other rights that which the Agent, the Lender, the Backup Servicer or any such Person of their respective Affiliates may have hereunder or under Applicable Lawapplicable law, the Borrower hereby agrees to indemnify the Administrative Agent, the Managing AgentsLender, the Backup Servicer, any Successor Servicer, the Collateral Custodian, any Secured Party or its assignee Servicer and each of their respective Affiliates and officers, directors, employees, members and agents thereof (collectively, the “each an "Indemnified Parties”), forthwith on demand, Party" for purposes of this Article VIII) from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ ' fees and disbursements (all of the foregoing being collectively referred to as “"Indemnified Amounts”") awarded against or incurred by, any such Indemnified Party or other non-monetary damages of any such Indemnified Party by any of them arising out of or as a result of this AgreementAgreement or in respect of any Pledged Assets, excluding, however, Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of any Indemnified Partythe Agent, the Lender, the Backup Servicer or such Affiliate. Without limiting the foregoing, the Borrower shall indemnify the each Indemnified Parties Party for Indemnified Amounts relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Deal Agent, the Managing Agents, the Backup Servicer, any Successor Servicer, the Collateral Custodian, any other Secured Party or its assignee and each of their respective Affiliates and officers, directors, employees, members employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by, any 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, excluding, however, Indemnified Amounts to the extent resulting from gross negligence 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:

Indemnities by the Borrower. (a) Without limiting any other rights that which the Affected Parties, the Secured Parties, the Administrative Agent, the Lenders, the Collateral Agent or any such Person 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 Managing Agents, the Backup Servicer, any Successor ServicerLenders, the Collateral Custodian, any Secured Party or its assignee Agent and each of their respective Affiliates and Affiliates, assigns, officers, directors, employees, members employees and agents thereof (collectivelyeach, the an “Indemnified Parties”), forthwith on demand, Party” for purposes of this Article VIII) from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) ), awarded against or actually incurred by, any by 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 AgreementAgreement 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 any 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 the each Indemnified Parties Party for Indemnified Amounts relating to or resulting from:from any of the 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 that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Managing Agents, the Backup ServicerManager, any Successor ServicerManager, the Collateral Custodian, any Secured Party or its assignee and each of their respective Affiliates and officers, directors, employees, members and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by, any 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, excluding, however, Indemnified Amounts to the extent (i) resulting from gross negligence or willful misconduct on the part of any Indemnified PartyParty or (ii) arising in respect of Taxes excluded from the definition of Additional Amount pursuant to Section 2.12(a). Notwithstanding anything in this Agreement to the contrary, Indemnified Amounts owed to the Manager shall be paid in accordance with Section 2.7. Without limiting the foregoing, the Borrower shall indemnify the Indemnified Parties for Indemnified Amounts relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Agent, the Lenders, any such Person of their respective Affiliates or members or any of their respective officers, directors, employees or advisors (each, an “Indemnified Party”) may have hereunder or under Applicable Lawapplicable law, the Borrower hereby agrees to indemnify the Administrative Agent, the Managing Agents, the Backup Servicer, any Successor Servicer, the Collateral Custodian, any Secured each Indemnified Party or its assignee and each of their respective Affiliates and officers, directors, employees, members and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, from and against any and all damages, losses, claims, losses and liabilities and related costs and expenses, (including reasonable attorneys’ fees and disbursements fees) (all of the foregoing being collectively referred to as “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 as a result resulting from this Agreement or the other Transaction Documents or the use of this Agreementproceeds of the Loans, excluding, however, (a) Indemnified Amounts to the extent resulting found in a final non-appealable judgment of a court of competent jurisdiction to have resulted from gross negligence or willful misconduct on the part of any such Indemnified Party, or (b) any income taxes or any other tax or fee measured by income incurred by such Indemnified Party arising out of or as a result of this Agreement or the making of Loans. Without limiting or being limited by the foregoing, the Borrower shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify the such Indemnified Parties for Party from and against any and all Indemnified Amounts relating to or resulting fromfrom any of the following:

Indemnities by the Borrower. (a) a. Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Managing Agents, the Backup Servicer, any Successor Servicer, the Collateral Custodian, any the Securities Intermediary, the Secured Party or its assignee Parties, the Lenders and each of their respective Affiliates successors, assigns and directors, officers, directors, employees, members agents and agents thereof advisors (collectively, the “Indemnified Parties”), forthwith on demand, from and against any and all damages, losses, claimsclaims (whether brought by or involving the Borrower or any other third party), liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by, any by such Indemnified Party or and other non-monetary damages of any such Indemnified Party or any of them arising out of or as a result of this AgreementAgreement (including enforcement of the indemnification obligations hereunder) or having an interest in the Collateral or in respect of any Loan included in the Collateral, excluding, however, any Indemnified Amounts to the extent resulting from gross negligence 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:Party as determined by a court of competent jurisdiction in a final non-appealable judgment.

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Managing Agents, the Backup Servicer, any Successor Servicer, the Collateral Custodian, any Secured Party or its assignee Bank and each of their respective assignees, Affiliates and officers, directors, employees, members employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by, any 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 any transaction contemplated by this Agreement, excluding, however, Indemnified Amounts which are determined by a final, non-appealable judgment of a court to have been incurred by reason of the extent resulting from gross negligence or willful misconduct on the part of any such Indemnified Party. Without limiting the foregoing, the Borrower shall indemnify the Indemnified Parties for Indemnified Amounts relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that which the Backup Servicer, the Paying Agent, the Collateral Custodian, the Administrative Agent, the Lender Group Agents, each Lender or its assignee, or any such Person of their respective Affiliates may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Managing Agents, the Backup Servicer, any Successor Servicerthe Paying Agent, the Collateral Custodian, any the Administrative Agent, each Secured Party or its assignee assignee, and each of their respective Affiliates and officers, directors, employees, members employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, ) from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of collectively, the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or 141 incurred 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, excluding, however, Indemnified Amounts to the extent resulting from the gross negligence 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:

Indemnities by the Borrower. (a) Without limiting any other rights that which the Administrative Agent, each Lender or its assignee, the Collateral Custodian, the Backup Servicer, the Account Bank or any such Person of their respective Affiliates may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Managing Agents, the Backup Servicer, any Successor Servicer, the Collateral Custodian, any Secured Party or its assignee each such entity and each of their respective Affiliates and officers, directors, employees, members employees and agents thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”), forthwith on demand, ) from and against any and all fees, damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements and court costs (all of collectively, the foregoing being collectively referred to as “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 as a result of this AgreementAgreement including in connection with any action, claim or suit brought to enforce the Collateral Custodian’s, the Backup Servicer’s or the Account Bank’s right to indemnification, excluding, however, Indemnified Amounts to the extent resulting from the gross negligence negligence, bad faith or willful misconduct on the part of any such Indemnified Party. Without limiting the foregoing, the Borrower shall indemnify the Indemnified Parties for Indemnified Amounts relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Deal Agent, the Managing Agents, the Backup Servicer, any Successor Servicer, the Collateral Custodian, any Secured Party or its assignee and each of their respective Affiliates and officers, directors, employees, members employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by, any 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, excluding, however, Indemnified Amounts to the extent resulting from gross negligence 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:

Indemnities by the Borrower. (a) Without limiting any other rights that the Funding Agent or any such Person Lender or any of their respective Affiliates or its agents (each, an "Indemnified Party") may have hereunder or under Applicable Lawapplicable law, the Borrower hereby agrees to indemnify the Administrative Agent, the Managing Agents, the Backup Servicer, any Successor Servicer, the Collateral Custodian, any Secured each Indemnified Party or its assignee and each of their respective Affiliates and officers, directors, employees, members and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, from and against any and all damages, losses, claims, losses and liabilities and related costs and expenses, (including reasonable attorneys’ fees and disbursements ' fees) (all of the foregoing being collectively referred to as “"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 as a result resulting from this Agreement or the Transaction Documents or in respect of this Agreementany Receivable, Related Contract or Related Security, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful wilful misconduct on the part of any such Indemnified Party, (b) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (c) any income taxes or franchise taxes imposed on such Indemnified Party by the jurisdiction under the laws of which such Indemnified Party is organized or any political subdivision thereof, arising out of or as a result of this Agreement or in respect of any Receivable, Related Contract or Related Security. Without limiting or being limited by the foregoing, the Borrower shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify the such Indemnified Parties for Party from and against any and all Indemnified Amounts relating to or resulting fromfrom any of the following:

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person Indemnified Party may have hereunder or under Applicable Lawapplicable law (including, without limitation, the right to recover damages for breach of contract), the Borrower hereby agrees to indemnify the Administrative Agent, the Managing Agents, the Backup Servicer, any Successor Servicer, the Collateral Custodian, any Secured each Indemnified Party or its assignee and each of their respective Affiliates and officers, directors, employees, members and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by, any such Indemnified Party or other non-monetary damages of any such Indemnified Party any of them Amounts arising out of or as a result resulting from this Agreement or the other Transaction Documents or the use of this Agreementproceeds of the Advances or the security interest granted hereunder or in respect of any Collateral, excluding, however, (a) Indemnified Amounts to the extent resulting found in a final non-appealable judgment of a court of competent jurisdiction to have resulted from (i) gross negligence or willful misconduct on the part of any such Indemnified Party, or (ii) solely from a breach of such Indemnified Party's obligations hereunder, and (b) recourse (except as otherwise specifically provided in this Agreement) for Transferred Assets which are not collected, not paid or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the applicable Obligor. Without limiting or being limited by the foregoing, the Borrower shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify the such Indemnified Parties for Party from and against any and all Indemnified Amounts relating to or resulting fromfrom any of the following:

Indemnities by the Borrower. (a) Without limiting any other rights that which the Administrative Agent, each Lender or its assignee, the Collateral Custodian, the Backup Servicer, the Account Bank or any such Person of their respective Affiliates may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Managing Agents, the Backup Servicer, any Successor Servicer, the Collateral Custodian, any Secured Party or its assignee each such entity and each of their respective Affiliates and officers, directors, employees, members employees and agents thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”), forthwith on demand, ) from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of collectively, the foregoing being collectively referred to as “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 as a result of this Agreement, excluding, however, Indemnified Amounts to the extent resulting from the gross negligence negligence, bad faith or willful misconduct on the part of any such Indemnified Party. Without limiting the foregoing, the Borrower shall indemnify the Indemnified Parties for Indemnified Amounts relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that which any such Person Affected Party may have hereunder or under Applicable Lawapplicable law (including the right to recover damages for breach of contract), the Borrower hereby agrees to indemnify each Lender, the Administrative Agent, each Managing Agent, the Managing AgentsPaying Agent, the Backup Servicer, any Successor Servicer, the Collateral Custodian, any Secured Party or its assignee Custodian and each of Liquidity Provider, and their respective Affiliates and officers, directors, employees, members officers and agents thereof employees (collectively, the “Indemnified Parties”), forthwith on demand, from and DB1/ 121185831.1121185831.9 92 Exhibit 3.1 Execution Version against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable external attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) ), awarded against or incurred by, any by such Indemnified Party to the extent relating to or other non-monetary damages of any such Indemnified Party any of them arising out of from or as a result of this Agreement, excluding, however, Indemnified Amounts Agreement or the funding or maintenance of Loans made by a Lender hereunder subject to the extent resulting from gross negligence or willful misconduct on the part of any Indemnified Partyproviso set forth below. Without limiting the foregoinggenerality of the foregoing indemnification, the Borrower shall indemnify the Indemnified Parties for Indemnified Amounts to the extent relating to or resulting fromfrom any of the following:

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to shall indemnify the Administrative Agent, the Managing Agents, the Backup Servicer, any Successor Servicer, the Collateral Custodian, any Secured Party or its assignee the Document Custodian, the Lenders and each of their respective Affiliates and Affiliates, permitted assigns, officers, directors, employees, members employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, ) from and against any and all damages, losses, judgments, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and documented out-of-pocket fees, expenses and disbursements of agents, attorneys and experts, (including interest, penalties and additions thereto) (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by, any by such Indemnified Party or other non-monetary damages of any such Indemnified Party any of them arising out of or as a result of or enforcement of this AgreementAgreement (whether brought by or involving the Borrower or any third party) or ownership of the Funded Loans under this Agreement or having an interest in the Collateral or in respect of any Collateral Obligation included in the Collateral, excluding, however, any Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of any such Indemnified Party. Without limiting the foregoingThis Section 10.1(a) shall not apply with respect to Taxes other than any Taxes that represent losses, the Borrower shall indemnify the Indemnified Parties for Indemnified Amounts relating to or resulting from:claims, damages, etc. arising from any non-Tax claim.

Indemnities by the Borrower. (a) Without limiting any other rights that the Administrative Agent, the Lender, the Hedge Counterparty, the Custodian, the Affected Parties, the Insurer or any director, officer, employee or agent or incorporator of any such Person party (each an "Indemnified Party") may have hereunder or under Applicable Lawapplicable law, the Borrower hereby agrees to indemnify the Administrative Agent, the Managing Agents, the Backup Servicer, any Successor Servicer, the Collateral Custodian, any Secured each Indemnified Party or its assignee and each of their respective Affiliates and officers, directors, employees, members and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, from and against any and all damagesclaims, losses, claimsliabilities, liabilities obligations, damages, penalties, actions, judgments, suits, and related costs and expensesexpenses of any nature whatsoever, including reasonable attorneys’ ' fees and disbursements (all of the foregoing being collectively referred to as “"Indemnified Amounts”) awarded "), which may be imposed on, incurred by or asserted against or incurred by, any such an Indemnified Party or other non-monetary damages of in any such Indemnified Party any of them way arising out of or as a result of this Agreementrelating to the Transaction Documents, excluding, however, Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of any such Indemnified Party. Without limiting the foregoing, the Borrower shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify the such Indemnified Parties for Party from and against any and all Indemnified Amounts relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person which the Lender may have hereunder or under Applicable Lawapplicable law, the Borrower hereby agrees to indemnify the Administrative AgentLender, the Managing Agents, Liquidity Provider and the Backup Servicer, Credit Support Provider and any Successor Servicer, the Collateral Custodian, any Secured Party or its assignee and each of their permitted assigns and their respective Affiliates and officers, directors, employees, members and agents thereof employees (collectively, the “"Indemnified Parties”), forthwith on demand, ") from and against any and all damages, losses, claims, liabilities and related costs liabilities, costs, and expenses, including reasonable attorneys’ ' fees (which such attorneys may be employees of the Liquidity Provider, the Credit Support Provider, or the Lender) and disbursements (all of the foregoing being collectively referred to as “"Indemnified Amounts”") awarded against or incurred by, any such Indemnified Party or other non-monetary damages of any such Indemnified Party by any of them arising out of or as a result of this Agreement, Loan Agreement or the transactions contemplated hereby excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of any an Indemnified PartyParty or (ii) recourse (except as otherwise specifically provided in this Loan Agreement) for uncollectible Accounts. Without limiting the generality of the foregoing, the Borrower shall indemnify the each Indemnified Parties Party for Indemnified Amounts relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that which the Agent, the Lender, the Backup Servicer, the Collection Account Bank, the Trustee or any such Person of their respective Affiliates may have hereunder or under Applicable Lawapplicable law, the Borrower hereby agrees to indemnify the Administrative Agent, the Managing AgentsLender, the Backup Servicer, any Successor Servicerthe Collection Account Bank, the Collateral Custodian, any Secured Party or its assignee Trustee and each of their respective Affiliates and Affiliates, officers, directors, employeessuccessors, members assigns, employees and agents thereof (collectively, the “each an "Indemnified Parties”), forthwith on demand, Party" for purposes of this Article VIII) from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ ' fees and disbursements (all of the foregoing being collectively referred to as “"Indemnified Amounts”") awarded against or incurred by, any such Indemnified Party or other non-monetary damages of any such Indemnified Party by any of them arising out of or as a result of this AgreementAgreement or any other Transaction Document or in respect of any Pledged Assets, excluding, however, Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of any Indemnified Partythe Agent, the Lender, the Backup Servicer, the Collection Account Bank, the Trustee or such Affiliate. Without limiting the foregoing, but subject to the aforementioned exclusion, the Borrower shall indemnify the each Indemnified Parties Party for Indemnified Amounts relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Deal Agent, the Managing Agents, the Backup Servicer, any Successor Servicer, the Collateral Custodian, any other Secured Party or its assignee and each of their respective Affiliates and officers, directors, employees, members employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by, any 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, excluding, however, Indemnified Amounts to the extent resulting from gross negligence 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:

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Deal Agent, the Managing Agents, the Backup Servicer, any Successor Servicer, the Collateral Custodian, the Liquidity Agent, any Secured Party or its assignee and each of their respective Affiliates and officers, directors, employees, members employees and agents thereof (collectively, the “"Indemnified Parties”"), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ ' fees and disbursements (all of the foregoing being collectively referred to as “"Indemnified Amounts”") awarded against or incurred by, any 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, excluding, however, Indemnified Amounts to the extent resulting from gross negligence 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:

Indemnities by the Borrower. (a) Without limiting any other rights that which the Agent, the Lender, the Back-Up Servicer, the Agent's Bank, the Custodian or any such Person of their respective Affiliates may have hereunder or under Applicable Lawapplicable law, the Borrower hereby agrees to indemnify the Administrative Agent, the Managing AgentsLender, the Backup Servicer, any Successor Servicer, the Collateral Custodian, any Secured Party or its assignee Back-Up Servicer and each of their respective Affiliates and officers(each, directors, employees, members and agents thereof (collectively, the “an "Indemnified Parties”), forthwith on demand, Party" for purposes of this Article VIII) from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ ' fees and disbursements (all of the foregoing being collectively referred to as “"Indemnified Amounts”) "), awarded against or incurred by, any such Indemnified Party or other non-monetary damages of any such Indemnified Party by any of them arising out of or as a result of this AgreementAgreement or in respect of any Pledged Assets, excluding, however, Indemnified Amounts to the extent resulting solely from gross negligence negligence, bad faith or willful misconduct on the part of any an Indemnified Party. Without limiting the foregoing, the Borrower shall indemnify the each Indemnified Parties Party for Indemnified Amounts relating to or resulting fromfrom any of the following:

Indemnities by the Borrower. (a) Without limiting any other rights that which the Deal Agent, each Agent, each Lender or its assignee or any such Person of their respective Affiliates may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Deal Agent, the Managing Agentseach Agent, the Backup Servicer, any Successor Servicer, the Collateral Custodian, any each Secured Party or its assignee and each of their respective Affiliates and officers, directors, employees, members employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, ) from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of collectively, the foregoing being collectively referred to as “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 as a result of this Agreement, excluding, however, Indemnified Amounts to the extent resulting from the gross negligence 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:

Indemnities by the Borrower. (a) Without limiting any other rights that which the Deal Agent, the Liquidity Agent, any such Person Lender or its assignee, or any of their respective Affiliates may have hereunder or under Applicable Lawapplicable law, the Borrower hereby agrees to indemnify the Administrative Deal Agent, the Managing Agents, the Backup Servicer, any Successor Servicer, the Collateral CustodianLiquidity Agent, any Secured Party or its assignee and each of their respective Affiliates and officers, directors, employees, members employees and agents thereof (collectively, the “"Indemnified Parties”), forthwith on demand, ") from and against any and all ------------------- damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ ' fees and disbursements (all of the foregoing being collectively referred to as “"Indemnified Amounts”") awarded against or incurred ------------------- by, any 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, excluding, however, Indemnified Amounts to the extent resulting from gross negligence 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:

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person which the Indemnified Parties may have hereunder hereunder, under any other Transaction Document or under Applicable applicable Law, the Borrower hereby agrees to indemnify the Administrative Liquidity Banks, the Agent, the Managing AgentsAdministrator, the Backup Servicer, any Successor Servicer, the Collateral Custodian, any Secured Party or its assignee each Program Support Provider and each of their respective Affiliates and officers, directors, employees, members counsel and other agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, ) from and against any and all damages, losses, claims, liabilities and related liabilities, costs and expenses, including reasonable attorneys’ fees and disbursements arising out of or as a result of the provision of the Commitments and the making of the Advances under this Agreement, and the execution, delivery and performance of this Agreement, each Program Support Agreement and each other document and instrument entered into in connection herewith or therewith (all of the foregoing being collectively referred to as the “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 as a result of this Agreement), excluding, however, however Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of any such Indemnified Party. Without limiting the foregoing, the Borrower shall indemnify the Indemnified Parties for Indemnified Amounts relating to or resulting from:as finally determined by a court of competent jurisdiction.

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Managing Agents, the Backup Servicer, any Successor Servicer, the Collateral Custodian, any Secured Party or its assignee and each of their respective Affiliates and officers, directors, employees, members employees and agents Administrative Agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by, any 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 any transaction contemplated by this Agreement, excluding, however, Indemnified Amounts which are determined by a final, non-appealable judgment of a court to have been incurred by reason of the extent resulting from gross negligence or willful misconduct on the part of any such Indemnified Party. Without limiting the foregoing, the Borrower shall indemnify the Indemnified Parties for Indemnified Amounts relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative AgentBackup Servicer, the Managing AgentsCollateral Custodian, the Backup ServicerLockbox Bank, the Collection Account Bank, any Successor Servicer, the Collateral Custodian, any Secured Party or its assignee Parties and each of their respective Affiliates assigns and officers, directors, employees, members employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, from and against any and all damages (exclusive of consequential damages), losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by, any by 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 AgreementAgreement or the other Transaction Documents or the Collateral or in respect of any Receivable included in the Collateral, excluding, however, (A) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of any such Indemnified Party, and (B) any income or franchise taxes incurred by such Indemnified Party arising out of or as a result of this Agreement. Without limiting the foregoing, the Borrower shall indemnify the each Indemnified Parties Party for Indemnified Amounts relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that which the Collateral Custodian, the Backup Servicer, the Administrative Agent, the Lender or its assignee or any such Person of their respective Affiliates may have hereunder or under Applicable Lawapplicable law, the Borrower hereby agrees to indemnify the Administrative Agent, the Managing AgentsCollateral Custodian, the Backup Servicer, any Successor Servicerthe Administrative Agent, the Collateral Custodian, any each Secured Party or its assignee and each of their respective Affiliates and officers, directors, employees, members employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, ) from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of collectively, the foregoing being collectively referred to as “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 as a result of this Agreement, excluding, however, Indemnified Amounts to the extent resulting from the breach, gross negligence 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:

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Managing Agents, the Backup Servicer, any Successor Servicer, the Collateral Custodian, any Secured Party or its assignee and each of their respective Affiliates and officers, directors, employees, members employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by, any 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, excluding, however, Indemnified Amounts to the extent resulting from gross negligence 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:

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Managing Agents, the Backup Servicer, any Successor Servicer, the Collateral Custodian, any Affected Party, any Secured Party or any of its assignee respective assignees and each of their respective Affiliates and officers, directors, employees, members and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by, any 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, excluding, however, Indemnified Amounts to the extent (i) resulting from gross negligence or willful misconduct on the part of any Indemnified PartyParty or (ii) arising in respect of Taxes excluded from the definition of Additional Amount pursuant to Section 2.12(a). Notwithstanding anything in this Agreement to the contrary, Indemnified Amounts owed to the initial Servicer shall be paid in accordance with Section 2.7. Without 84 limiting the foregoing, the Borrower shall indemnify the Indemnified Parties for Indemnified Amounts relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that which the Administrative Agent, each Lender or its assignee, the Collateral Custodian, the Backup Servicer or any such Person of their respective Affiliates may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Managing Agents, the Backup Servicer, any Successor Servicereach Secured Party or its assignee, the Collateral Custodian, any Secured Party or its assignee the Backup Servicer and each of their respective Affiliates and officers, directors, employees, members employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, ) from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of collectively, the foregoing being collectively referred to as “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 as a result of this Agreement, excluding, however, Indemnified Amounts to the extent resulting from the gross negligence or willful misconduct on the part of any Indemnified Party. Without limiting the foregoing, the Borrower and the Servicer shall jointly and severally indemnify the Indemnified Parties for Indemnified Amounts relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Managing Agents, the Backup Servicer, any Successor Servicer, the Collateral Custodian, any Secured Party or its assignee and each of their respective Affiliates and officers, directors, employees, members and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by, any 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, excluding, however, Indemnified Amounts to the extent resulting from gross negligence 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:: 106

Indemnities by the Borrower. (a) Without limiting any other rights that which the Deal Agent, the Collateral Agent, the Liquidity Agent, any such Person Secured Party or its assignee, or any of their respective affiliates may have hereunder or under Applicable Lawapplicable law, the Borrower hereby agrees to indemnify the Administrative Deal Agent, the Managing AgentsCollateral Agent, the Backup Servicer, any Successor Servicer, the Collateral CustodianLiquidity Agent, any Secured Party or its assignee and each of their respective Affiliates affiliates and officers, directors, employees, members employees and agents thereof (collectively, the “"Indemnified Parties”), forthwith on demand, ") from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ ' fees and disbursements (all of collectively, the foregoing being collectively referred to as “"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 as a result of this Agreement, excluding, however, Indemnified Amounts to the extent resulting from gross negligence 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:

Indemnities by the Borrower. (a) Without limiting any other rights that which any such Person Affected Party may have hereunder or under Applicable Lawapplicable law, the Borrower hereby agrees to indemnify the Administrative AgentKCCI, the Managing Agentsindividually, the Backup Servicerin its capacity as Agent and in its capacity as Lender, any Successor Servicerother Lender, and any Liquidity Provider (the Collateral Custodian, any Secured Party or its assignee and each of their respective Affiliates and officers, directors, employees, members and agents thereof (collectively, the “Indemnified Parties”"INDEMNIFIED PARTIES"), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ ' fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”"INDEMNIFIED AMOUNTS") awarded against or incurred by, any by 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 AgreementAgreement or the pledge of the Pledged Assets or in respect of any Lease Receivable or any Lease, excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of any Indemnified PartyParty or (ii) recourse for an Obligor's inability for credit reasons to make payments of Lease Receivables. Without limiting the foregoing, the Borrower shall indemnify the each Indemnified Parties Party for Indemnified Amounts relating to or resulting from: