Common use of Indemnities by the Borrower Clause in Contracts

Indemnities by the Borrower. (a) Without limiting any other rights that the Affected Parties or any of their respective officers, directors, employees, attorneys, agents, representatives, transferees, successors or assigns (each, an “Indemnified Person”) may have hereunder or under applicable law, the Borrower hereby agrees to indemnify and hold harmless each Indemnified Person from and against any and all Indemnified Amounts that may be claimed or asserted against or incurred by any such Indemnified Person in connection with or arising out of the transactions contemplated under this Agreement or under any other Related Document or any actions or failures to act in connection therewith, including any and all Rating Agency costs and any and all legal costs and expenses; provided that the Borrower shall not be liable for any indemnification to an Indemnified Person to the extent that any such Indemnified Amount (x) results from such Indemnified Person’s gross negligence or willful misconduct, in each case as finally determined by a court of competent jurisdiction or (y) constitutes recourse for uncollectible or uncollected Transferred Receivables as a result of the insolvency, bankruptcy or the failure (without cause or justification) or inability on the part of the related Obligor to perform its obligations thereunder. Without limiting the generality of the foregoing, the Borrower shall pay on demand to each Indemnified Person any and all Indemnified Amounts relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Affected Parties or any of their respective officers, directors, employees, attorneys, agents, representatives, transferees, successors or assigns (each, an “Indemnified Person”) may have hereunder or under applicable law, the Borrower hereby agrees to indemnify and hold harmless each Indemnified Person from and against any and all Indemnified Amounts that may be claimed or asserted against or incurred by any such Indemnified Person in connection with or arising out of the transactions contemplated under this Agreement or under any other Related Document or any actions or failures to act in connection therewith, including any and all Rating Agency costs and any and all legal costs and expenses; provided that the Borrower shall not be liable for any indemnification to an Indemnified Person to the extent that any such Indemnified Amount (x) results from such Indemnified Person’s gross negligence negligence, bad faith or willful misconduct, in each case as finally determined by a court of competent jurisdiction or jurisdiction, (y) constitutes recourse for uncollectible or uncollected Transferred Receivables as a result of the insolvency, bankruptcy or the failure (without cause or justification) or inability on the part of the related Obligor to perform its obligations thereunderthereunder or (z) results from the compliance or non-compliance of the transactions contemplated by the Related Documents with the Securitisation Regulations, including for the avoidance of doubt any increased cost or any reduction in rate of return on capital that is required or directed to be maintained by an Indemnified Person in relation to its interest in or exposure in respect of any Receivables (including by application of an additional risk weight pursuant to Article 270a of Regulation (EU) No. 575/2013, as amended). Without limiting the generality of the foregoing, the Borrower shall pay on demand to each Indemnified Person any and all Indemnified Amounts relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Affected Parties Lenders or the Administrative Agent or any of their respective officers, directors, employees, attorneys, agents, representatives, transferees, successors or assigns (each, an “Indemnified Person”) may have hereunder or under applicable law, the Borrower hereby agrees to indemnify and hold harmless each Indemnified Person from and against any and all Indemnified Amounts that may be claimed or asserted against or incurred by any such Indemnified Person in connection with or arising out of the transactions contemplated under this Agreement or under any other Related Transaction Document or any actions or failures to act in connection therewith, including any and all Rating Agency costs and any and all legal costs and expensesexpenses arising out of or incurred in connection with disputes between or among any parties to any of the Transaction Documents; provided provided, that the Borrower shall not be liable for any indemnification to an Indemnified Person to the extent that any such Indemnified Amount (x) results from such Indemnified Person’s gross negligence or willful misconduct, in each case as finally Credit and Security Agreement determined by a court of competent jurisdiction or (y) constitutes recourse for uncollectible or uncollected Transferred Receivables as a result of the insolvency, bankruptcy or the failure (without cause or justificationjustification triggered by the actions of the Borrower or any Affiliate) or inability on the part of the related Obligor to perform its obligations thereunder. Without limiting the generality of the foregoing, the Borrower shall pay on demand to each Indemnified Person any and all Indemnified Amounts relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Affected Parties Lenders or the Administrative Agent or any of their respective officers, directors, employees, attorneys, agents, representatives, transferees, successors agents or assigns representatives (each, an “"Indemnified Person”") may have hereunder or under applicable law, the Borrower hereby agrees to indemnify and hold harmless each Indemnified Person from and against any and all Indemnified Amounts that may be claimed or asserted against or incurred by any such Indemnified Person in connection with or arising out of the transactions contemplated under this Agreement or under any other Related Document or any actions or failures to act in connection therewith, including any and all Rating Agency costs and any and all reasonable legal costs and expensesreasonable expenses arising out of or incurred in connection with disputes between or among any parties to any of the Related Documents; provided provided, that the Borrower shall not be liable for any indemnification to an Indemnified Person to the extent that any such Indemnified Amount (x) results from such Indemnified Person’s 's gross negligence or willful misconduct, in each case as finally determined by a court of competent jurisdiction or (y) constitutes recourse for uncollectible or uncollected Transferred Receivables as a result of the insolvency, bankruptcy or the failure (without cause or justification) or inability on the part of the related Obligor to perform its obligations thereunder. Without limiting the generality of the foregoing, the Borrower shall pay on demand to each Indemnified Person any and all Indemnified Amounts relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Affected Parties or any of their respective officers, directors, employees, attorneys, agents, representatives, transferees, successors or assigns (each, an “Indemnified Person”) such Person may have hereunder or under applicable lawApplicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral Custodian, the Document Custodian, the Securities Intermediary, the Secured Parties, the Lenders and hold harmless each of their respective successors, assigns and directors, officers, employees, agents and advisors (collectively, the “Indemnified Person Parties”), forthwith on the next Payment Date following demand therefor, from and against any and all damages, losses, claims (whether brought by or involving the Borrower or any other third party), liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (limited to one firm of outside counsel and such one firm of local counsel) (all of the foregoing being collectively referred to as the “Indemnified Amounts that may be claimed or asserted Amounts”) awarded against or incurred by any such Indemnified Person in connection with or Party arising out of the transactions contemplated under or as a result of this Agreement (including enforcement of the indemnification obligations hereunder) or under having an interest in the Collateral or in respect of any other Related Document or Loan included in the Collateral, excluding, however, any actions or failures to act in connection therewith, including any and all Rating Agency costs and any and all legal costs and expenses; provided that the Borrower shall not be liable for any indemnification to an Indemnified Person Amounts to the extent that any such Indemnified Amount resulting from (x) results from such Indemnified Person’s the nonpayment by any Obligor of an amount due and payable with respect to Collateral, any deterioration in the credit quality or market value of the Loans or other Collateral or otherwise to the extent constituting recourse for uncollectible or uncollected amounts in respect of any Collateral or (y) the gross negligence or willful misconduct, in each case misconduct on the part of any Indemnified Party as finally determined by a court of competent jurisdiction or (y) constitutes recourse for uncollectible or uncollected Transferred Receivables as in a result of the insolvency, bankruptcy or the failure (without cause or justification) or inability on the part of the related Obligor to perform its obligations thereunder. Without limiting the generality of the foregoing, the Borrower shall pay on demand to each Indemnified Person any and all Indemnified Amounts relating to or resulting from:final non-appealable judgment.

Indemnities by the Borrower. (a) Without limiting any other rights that the Affected Parties Lenders or the Administrative Agent or any of their respective officers, directors, employees, attorneys, agents, representatives, transferees, successors or assigns (each, an “Indemnified Person”) may have hereunder or under applicable law, the Borrower hereby agrees to indemnify and hold harmless each Indemnified Person from and against any and all Indemnified Amounts that may be claimed or asserted against or incurred by any such Indemnified Person in connection with or arising out of the transactions contemplated under this Agreement or under any other Related Transaction Document or any actions or failures to act in connection therewith, including any and all Rating Agency costs and any and all legal costs and expensesexpenses arising out of or incurred in connection with disputes between or among any parties to any of the Transaction Documents; provided provided, that the Borrower shall not be liable for any indemnification to an Indemnified Person to the extent that any such Indemnified Amount (x) results from such Indemnified Person’s gross negligence or willful misconduct, in each case as finally determined by a court of competent jurisdiction or (y) constitutes recourse for uncollectible or uncollected Transferred Receivables as a result of the insolvency, bankruptcy or the failure (without cause or justificationjustification triggered by the actions of the Borrower or any Affiliate) or inability on the part of the related Obligor to perform its obligations thereunder. Without limiting the generality of the foregoing, the Borrower shall pay on demand to each Indemnified Person any and all Indemnified Amounts relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Affected Parties or any of their respective officers, directors, employees, attorneys, agents, representatives, transferees, successors or assigns (each, an “Indemnified Person”) such Person may have hereunder or under applicable lawApplicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Managing Agents, the Servicer, the Backup Servicer, any Successor Servicer, the Trustee, any Secured Party or its assignee and hold harmless each of their respective Affiliates and officers, directors, employees, members and agents thereof (collectively, the “Indemnified Person 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 that may be claimed or asserted Amounts”) awarded against or incurred by by, any such Indemnified Person in connection with Party or other non-monetary damages of any such Indemnified Party any of them arising out of the transactions contemplated under or as a result of this Agreement or under any other Related Document or any actions or failures to act in connection therewithAgreement, including any and all Rating Agency costs and any and all legal costs and expenses; provided that the Borrower shall not be liable for any indemnification to an excluding, however, Indemnified Person Amounts to the extent that any such Indemnified Amount (xi) results resulting from such Indemnified Person’s gross negligence or willful misconduct, in each case as finally determined by a court of competent jurisdiction or (y) constitutes recourse for uncollectible or uncollected Transferred Receivables as a result of the insolvency, bankruptcy or the failure (without cause or justification) or inability misconduct on the part of any Indemnified Party or (ii) arising in respect of Taxes excluded from the related Obligor definition of Additional Amount pursuant to perform its obligations thereunderSection 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 limiting the generality of the foregoing, the Borrower shall pay on demand to each indemnify the Indemnified Person any and all Parties for Indemnified Amounts relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Affected Parties or any of their respective officers, directors, employees, attorneys, agents, representatives, transferees, successors or assigns (each, an “Indemnified Person”) such Person may have hereunder or under applicable lawApplicable Law, the Borrower hereby agrees to indemnify the Secured Parties and hold harmless each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Indemnified Person Parties”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related reasonable and documented out-of-pocket costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts that may be claimed Amounts”) awarded against, incurred by or asserted against or incurred by any such Indemnified Person in connection with Party or any of them arising out of the transactions contemplated under this Agreement or under any other Related Document or any actions or failures to act in connection therewith, including any and all Rating Agency costs and any and all legal costs and expenses; provided that the Borrower shall not be liable for any indemnification to an Indemnified Person to the extent that any such Indemnified Amount (x) results from such Indemnified Person’s gross negligence or willful misconduct, in each case as finally determined by a court of competent jurisdiction or (y) constitutes recourse for uncollectible or uncollected Transferred Receivables as a result of this Agreement or having an interest in the insolvencyCollateral or in respect of any Loan included in the Collateral, bankruptcy or excluding, however, any Indemnified Amounts to the failure (without cause or justification) or inability extent resulting from gross negligence, willful misconduct, on the part of any Indemnified Party. If the related Obligor Borrower has made any indemnity payment pursuant to perform its obligations thereunder. Without limiting this Section 10.1 or Section 10.3 and such payment fully indemnified the generality recipient thereof and the recipient thereafter collects any payments from others in respect of the foregoingsuch Indemnified Amounts then, the recipient shall repay to the Borrower shall pay on demand an amount equal to each the amount it has collected from others in respect of such Indemnified Person any and all Indemnified Amounts relating to or resulting from:Amounts.

Indemnities by the Borrower. (a) Without limiting any other rights that the Affected Parties Administrative Agent, the Lenders or any of their respective Affiliates or members or any of their respective officers, directors, employees, attorneys, agents, representatives, transferees, successors employees or assigns advisors (each, an “Indemnified PersonParty”) may have hereunder or under applicable law, the Borrower hereby agrees to indemnify and hold harmless each Indemnified Person Party from and against any and all claims, losses and liabilities (including reasonable attorneys’ fees) (all of the foregoing being collectively referred to as “Indemnified Amounts that may be claimed or asserted against or incurred by any such Indemnified Person in connection with or Amounts”) arising out of the transactions contemplated under or resulting from this Agreement or under the other Transaction Documents or the use of proceeds of the Loans or the security interest granted hereunder or in respect of any other Related Document Transferred Asset or any actions or failures to act in connection therewithContract, including any and all Rating Agency costs and any and all legal costs and expenses; provided that the Borrower shall not be liable for any indemnification to an excluding, however, (a) Indemnified Person Amounts to the extent that any such Indemnified Amount (x) results from such Indemnified Person’s gross negligence or willful misconduct, found in each case as finally determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from gross negligence or willful misconduct on the part of such Indemnified Party, (yb) constitutes recourse (except as otherwise specifically provided in this Agreement) for Transferred Assets which are not collected, not paid or uncollectible or uncollected Transferred Receivables as a result on account of the insolvency, bankruptcy or the failure (without cause or justification) or financial inability on the part to pay of the related applicable Obligor to perform its obligations thereunderor (c) any income taxes or franchise taxes measured by income 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 security interest granted hereunder or in respect of any Transferred Asset or any Contract. Without limiting the generality of or being limited by the foregoing, the Borrower shall pay on demand to each Indemnified Person Party any and all amounts necessary to indemnify such Indemnified 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 the Affected Parties LC Lenders, the Lenders or the Administrative Agent or any of their respective officers, directors, employees, attorneys, agents, representatives, permitted transferees, successors or permitted assigns (each, an “Indemnified Person”) may have hereunder or under applicable law, the Borrower hereby agrees to indemnify and hold harmless each Indemnified Person from and against any and all Indemnified Amounts that may be claimed or asserted against or incurred by any such Indemnified Person in connection with or arising out of the transactions contemplated under this Agreement or under any other Related Transaction Document or any actions or failures to act in connection therewith, including any and all Rating Agency costs and any and all reasonable and documented legal costs and expensesout-of-pocket expenses arising out of or incurred in connection with disputes between or among any parties to any of the Transaction Documents; provided provided, that the Borrower shall not be liable for any indemnification to an Indemnified Person to the extent that any such Indemnified Amount (x) results from such Indemnified Person’s gross negligence or willful misconduct, in each case as finally determined by a court of competent jurisdiction or (y) constitutes recourse for uncollectible or uncollected Transferred Receivables as a result of jurisdiction. Subject to the insolvencyproviso in the immediately preceding sentence, bankruptcy or the failure (but without cause or justification) or inability on the part of the related Obligor to perform its obligations thereunder. Without limiting the generality of the foregoing, the Borrower shall pay on demand in accordance with subsection (b) below to each Indemnified Person any and all Indemnified Amounts relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Affected Parties Lenders or the Administrative Agent or any of their respective Affiliates, officers, directors, employees, attorneys, agents, representatives, transferees, successors or assigns representatives and agents (each, an “Indemnified Person”) may have hereunder or under applicable law, the Borrower hereby agrees to indemnify and hold harmless each Indemnified Person from and against any and all Indemnified Amounts that may be claimed or asserted against or incurred by any such Indemnified Person in connection with or arising out of the transactions contemplated under this Agreement or under any other Related Document or any actions or failures to act in connection therewith, including any and all Rating Agency costs and any and all reasonably legal costs and expensesexpenses arising out of or incurred in connection with disputes between or among any parties to any of the Related Documents; provided provided, that the Borrower shall not be liable for any indemnification to an Indemnified Person to the extent that any such Indemnified Amount (x) results from such Indemnified Person’s gross negligence or willful misconduct, in each case as finally determined by a court of competent jurisdiction or (y) constitutes recourse for uncollectible or uncollected Transferred Receivables as a result of the insolvency, bankruptcy or the failure (without cause or justification) or inability on the part of the related Obligor to perform its obligations thereunder. Without limiting the generality of the foregoing, the Borrower shall pay on demand to each Indemnified Person any and all Indemnified Amounts relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Affected Parties Lenders or the Administrative Agent or any of their respective officers, directors, employees, attorneys, agents, representatives, transferees, successors agents or assigns representatives (each, an “"Indemnified Person”") may have ------------------ hereunder or under applicable law, the Borrower hereby agrees to indemnify and hold harmless each Indemnified Person from and against any and all Indemnified Amounts that may be claimed or asserted against or incurred by any such Indemnified Person in connection with or arising out of the transactions contemplated under this Agreement or under any other Related Document or any actions or failures to act in connection therewith, including any and all Rating Agency costs and any and all reasonable legal costs and expensesreasonable expenses arising out of or incurred in connection with disputes between or among any parties to any of the Related Documents; provided provided, that the Borrower shall not be liable for any -------- indemnification to an Indemnified Person to the extent that any such Indemnified Amount (x) results from (i) such Indemnified Person’s 's gross negligence or willful misconduct, in each case as finally determined by a court of competent jurisdiction or (yii) constitutes recourse for uncollectible such Indemnified Persons' breach of any provision of this Agreement or uncollected Transferred Receivables any other Related Document applicable to it, as finally determined by a result court of the insolvency, bankruptcy or the failure (without cause or justification) or inability on the part of the related Obligor to perform its obligations thereundercompetent jurisdiction. Without limiting the generality of the foregoing, the Borrower shall pay on demand to each Indemnified Person any and all Indemnified Amounts relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Affected Parties Lenders or the Administrative Agent or any of their respective officers, directors, employees, attorneys, agents, representatives, transferees, successors or assigns (each, an “Indemnified Person”) may have hereunder or under applicable law, the Borrower hereby agrees to indemnify and hold harmless each Indemnified Person from and against any and all Indemnified Amounts that may be claimed or asserted against or incurred by any such Indemnified Third Amended and Restated Credit and Security Agreement Person in connection with or arising out of the transactions contemplated under this Agreement or under any other Related Transaction Document or any actions or failures to act in connection therewith, including any and all Rating Agency costs and any and all legal costs and expensesexpenses arising out of or incurred in connection with disputes between or among any parties to any of the Transaction Documents; provided provided, that the Borrower shall not be liable for any indemnification to an Indemnified Person to the extent that any such Indemnified Amount (x) results from such Indemnified Person’s gross negligence or willful misconduct, in each case as finally determined by a court of competent jurisdiction or (y) constitutes recourse for uncollectible or uncollected Transferred Receivables as a result of the insolvency, bankruptcy or the failure (without cause or justificationjustification triggered by the actions of the Borrower or any Affiliate) or inability on the part of the related Obligor to perform its obligations thereunder. Without limiting the generality of the foregoing, the Borrower shall pay on demand to each Indemnified Person any and all Indemnified Amounts relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Affected Parties Conduit Lender, the Committed Lender, the Administrative Agent, the Collateral Agent, the Liquidity Agent, any Liquidity Lender, the Letter of Credit Agent or any Letter of Credit Provider or any of their respective officers, directors, employees, attorneys, agents, representatives, transferees, successors agents or assigns representatives (each, an “"Indemnified Person”") may have hereunder or under applicable law, the Borrower hereby agrees to indemnify and hold harmless each Indemnified Person from and against any and all Indemnified Amounts that may be claimed or asserted against or incurred by any such Indemnified Person in connection with or arising out of the transactions contemplated under this Agreement or under any other Related Document or any actions or failures to act in connection therewith, including any and all Rating Agency costs and any and all legal costs and expensesexpenses arising out of or incurred in connection with disputes between or among any parties to any of the Related Documents; provided provided, that the Borrower shall not be liable for any indemnification to an Indemnified Person to the extent that any such Indemnified Amount (x) results from (i) with respect to any Indemnified Person other than the Conduit Lender, such Indemnified Person’s 's gross negligence or (ii) with respect to any Indemnified Person, such Indemnified Person's willful misconduct, in each case as finally determined by a court of competent jurisdiction or (y) constitutes recourse for uncollectible or uncollected Transferred Receivables as a result of the insolvency, bankruptcy or the failure (without cause or justification) or inability on the part of the related Obligor to perform its obligations thereunderReceivables. Without limiting the generality of the foregoing, the Borrower shall pay on demand to each Indemnified Person any and all Indemnified Amounts relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Affected Parties Lenders or the Administrative Agent or any of their respective officers, directors, employees, attorneys, agents, representatives, transferees, successors or assigns (each, an “Indemnified Person”) may have hereunder or under applicable law, the Borrower hereby agrees to indemnify and hold harmless each Indemnified Person from and against any and all Indemnified Amounts that may be claimed or asserted against or incurred by any such Indemnified Person in connection with or arising out of the transactions contemplated under this Agreement or under any other Related Document or any actions or failures to act in connection therewith, including any and all Rating Agency costs and any and all reasonably legal costs and expensesexpenses arising out of or incurred in connection with disputes between or among any parties to any of the Related Documents; provided provided, that the Borrower shall not be liable for any indemnification to an Indemnified Person to the extent that any such Indemnified Amount (x) results from such Indemnified Person’s gross negligence or willful misconduct, in each case as finally determined by a court of competent jurisdiction or (y) constitutes recourse for uncollectible or uncollected Transferred Receivables as a result of the insolvency, bankruptcy or the failure (without cause or justification) or inability on the part of the related Obligor to perform its obligations thereunder. Without limiting the generality of the foregoing, the Borrower shall pay on demand to each Indemnified Person any and all Indemnified Amounts relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Affected Parties Lenders, the Group Agents or the Administrative Agent or any of their respective officers, directors, employees, attorneys, agents, representatives, transferees, successors or assigns (each, an “Indemnified Person”) may have hereunder or under applicable law, the Borrower hereby agrees to indemnify and hold harmless each Indemnified Person from and against any and all Indemnified Amounts that may be claimed or asserted against or incurred by any such Indemnified Person in connection with or arising out of the transactions contemplated under this Agreement or under any other Related Document or any actions or failures to act in connection therewith, including any and all Rating Agency costs and any and all legal costs and expensesexpenses arising out of or incurred in connection with disputes between or among any parties to any of the Related Documents; provided provided, that the Borrower shall not be liable for any indemnification to an Indemnified Person to the extent that any such Indemnified Amount (x) results from such Indemnified Person’s gross negligence or willful misconduct, in each case as finally determined by a court of competent jurisdiction or jurisdiction, (y) constitutes recourse for uncollectible or uncollected Transferred Receivables as a result of the insolvency, bankruptcy or the failure (without cause or justification) or inability on the part of the related Obligor to perform its obligations thereunderthereunder or (z) constitutes Excluded Taxes. Without limiting the generality of the foregoing, the Borrower shall pay on demand to each Indemnified Person any and all Indemnified Amounts relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other --------------------------- rights that which the Affected Parties Agent, the Lender or any of their respective officers, directors, employees, attorneys, agents, representatives, transferees, successors or assigns (each, an “Indemnified Person”) Affiliates may have hereunder or under applicable law, the Borrower hereby agrees to indemnify the Agent, the Lender, and hold harmless each Indemnified Person of their respective Affiliates 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 that may be claimed or asserted Amounts") awarded against or ------------------- incurred by any such Indemnified Person in connection with or of them arising out of the transactions contemplated under or as a result of this Agreement or under the ownership of Pledged Assets or in respect of any other Loan Receivable, Purchased Receivable or Related Document or any actions or failures to act in connection therewithSecurity, including any and all Rating Agency costs and any and all legal costs and expenses; provided that the Borrower shall not be liable for any indemnification to an excluding, however, (a) Indemnified Person Amounts to the extent that any such Indemnified Amount (x) results resulting from such Indemnified Person’s gross negligence or willful misconduct, in each case as finally determined by a court of competent jurisdiction or (y) constitutes recourse for uncollectible or uncollected Transferred Receivables as a result of the insolvency, bankruptcy or the failure (without cause or justification) or inability misconduct on the part of the related Obligor to perform its obligations thereunderAgent, the Lender or such Affiliate or (b) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Pledged Receivables. Without limiting the generality of the foregoing, the Borrower shall pay on demand to indemnify the Agent, the Lender and each Indemnified Person any and all of their respective Affiliates for Indemnified Amounts relating to or resulting from:

Indemnities by the Borrower. (a) GENERAL INDEMNITY Without limiting any other rights that the Affected Parties or which any of their respective officers, directors, employees, attorneys, agents, representatives, transferees, successors or assigns (each, an “Indemnified Person”) such Person may have hereunder or under applicable law, the Borrower hereby agrees to indemnify each of the Agent, the Lenders, the Liquidity Banks, each of their respective Affiliates, and hold harmless each Indemnified Person all successors, transferees, participants and assigns and all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each, an "INDEMNIFIED PARTY"), forthwith on demand, from and against any and all Indemnified Amounts that may be claimed or asserted 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 Person in connection with or of them arising out of or relating to the transactions contemplated under this Agreement Transaction Documents, the Obligations or under any other Related Document or any actions or failures to act in connection therewiththe Collateral, including any and all Rating Agency costs and any and all legal costs and expenses; provided that the Borrower shall not be liable for any indemnification to an EXCLUDING, HOWEVER, (x) Indemnified Person Amounts to the extent that any such Indemnified Amount (x) results from such Indemnified Person’s gross negligence or willful misconduct, in each case as finally determined by a court of competent jurisdiction to have resulted from bad faith, gross negligence or willful misconduct on the part of such Indemnified Party or (y) constitutes recourse (except as otherwise specifically provided in this Agreement) for Indemnified Amounts to the extent the same includes losses in respect of Receivables which are uncollectible or uncollected Transferred Receivables as a result on account of the insolvency, bankruptcy or the failure (without cause or justification) or inability on the part lack of creditworthiness of the related Obligor to perform its obligations thereunderObligor. Without limiting the generality of the foregoing, the Borrower shall pay on demand to indemnify each Indemnified Person any and all Party for Indemnified Amounts arising out of or relating to or resulting fromto:

Indemnities by the Borrower. (a) Without limiting any other rights that the Affected Parties Administrative Agent, the Lenders, the Intermediate Transferor or any of their respective officers, directors, agents, employees, attorneys, agents, representatives, transferees, successors controlling Persons or assigns Affiliates of any of the foregoing (each, an “Indemnified PersonParty”) may have hereunder hereunder, under any other Transaction Document or under applicable law, Law the Borrower hereby agrees to indemnify and hold harmless each Indemnified Person Party from and against any and all damages, losses, claims, 45 liabilities, deficiencies, costs, disbursements and expenses, including interest, penalties, amounts paid in settlement and reasonable internal and external attorneys’ fees and out-of-pocket expenses (all of the foregoing being collectively referred to as “Indemnified Amounts that may be claimed or asserted against or Amounts”) incurred by any such Indemnified Person Party (including in connection with or relating to any investigation by an Official Body, litigation or lawsuit (actual or threatened) or order, consent decree, judgment, claim or other action of whatever sort (including the preparation of any defense with respect thereto)), in each case, arising out of the transactions contemplated under or resulting from this Agreement or under any other Related Transaction Document or any actions transaction contemplated hereby or failures to act in connection therewiththereby, including any and all Rating Agency costs and any and all legal costs and expenses; provided that the Borrower shall not be liable for any indemnification to an excluding, however (a) Indemnified Person Amounts to the extent that any such Indemnified Amount (x) results Amounts resulted from such Indemnified Person’s the gross negligence negligence, fraud or willful misconduct, in each case as finally determined by a court of competent jurisdiction or (y) constitutes recourse for uncollectible or uncollected Transferred Receivables as a result of the insolvency, bankruptcy or the failure (without cause or justification) or inability wilful misconduct on the part of such Indemnified Party, (b) recourse (except as otherwise specifically provided in this Agreement or any other Transaction Document) for uncollectible Pool Receivables and Related Security with respect thereto, (c) any Excluded Taxes, and (d) any Indemnified Amount to the related Obligor extent the same has been fully and finally paid in cash to perform its obligations thereunder. Without limiting the generality such Indemnified Party pursuant to any other provision of the foregoing, the Borrower shall pay on demand to each Indemnified Person this Agreement or any and all Indemnified Amounts relating to or resulting from:other Transaction Document.

Indemnities by the Borrower. (a) Without limiting any other rights that the Affected Parties Lenders or the Administrative Agent or any of their respective Affiliates, officers, directors, employees, attorneys, agents, representatives, transferees, successors or assigns representatives and agents (each, an “Indemnified Person”) may have hereunder or under applicable law, the Borrower hereby agrees to indemnify and hold harmless each Indemnified Person from and against any and all Indemnified Amounts that may be claimed or asserted against or incurred by any such Indemnified Person in connection with or arising out of the transactions contemplated under this Agreement or under any other Related Document or any actions or failures to act in connection therewith, including any and all Rating Agency costs and any and all reasonably legal costs and expensesexpenses arising out of or incurred in connection with disputes between or among any parties to any of the Related Documents; provided Receivables Funding and Administration Agreement provided, that the Borrower shall not be liable for any indemnification to an Indemnified Person to the extent that any such Indemnified Amount (x) results from such Indemnified Person’s gross negligence or willful misconduct, in each case as finally determined by a court of competent jurisdiction or (y) constitutes recourse for uncollectible or uncollected Transferred Receivables as a result of the insolvency, bankruptcy or the failure (without cause or justification) or inability on the part of the related Obligor to perform its obligations thereunder. Without limiting the generality of the foregoing, the Borrower shall pay on demand to each Indemnified Person any and all Indemnified Amounts relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Affected Parties or any of their respective officers, directors, employees, attorneys, agents, representatives, transferees, successors or assigns (each, an “Indemnified Person”) Lender may have hereunder or under applicable law, the Borrower hereby agrees to indemnify the Lender and hold harmless each any of its agents, officers, directors and employees (each, a "Lender Indemnified Person Person") from and against any and all Indemnified Amounts that may be claimed or asserted awarded against or incurred by any such Lender Indemnified Person in connection with the entering into or arising out performance of the transactions contemplated under this Agreement or under any other Related Document (other than any action successfully brought by or on behalf of the Borrower with respect to any determination by the Lender not to fund any Advance or any actions action by the Lender to terminate or failures to act reduce the Commitment in connection therewithviolation of the terms of this Agreement); provided, including any and all Rating Agency costs and any and all legal costs and expenses; provided that the Borrower shall not be liable for any indemnification to an a Lender Indemnified Person (1) to the extent that any such Indemnified Amount (x) results from such Lender Indemnified Person’s 's gross negligence or willful misconduct, (2) to the extent otherwise provided for in each case as finally determined by Sections 2.08(f) and 2.09, (3) in respect of special, punitive, exemplary or consequential damages under this Section 12.01, except to the extent that such damages are imposed on a court of competent jurisdiction or (y) constitutes recourse for uncollectible or uncollected Transferred Receivables Lender Indemnified Person as a result of the insolvency, bankruptcy or the failure (without cause or justification) or inability on the part claims in respect of Indemnified Amounts asserted by an unaffiliated Person not party to any of the related Obligor to perform its obligations thereunder. Without limiting the generality Related Documents or any of the foregoingtransactions contemplated thereby, or (4) to the Borrower shall pay on demand to each extent that any such Indemnified Person Amount constitutes recourse (except as otherwise specifically provided herein or in any and all Indemnified Amounts relating to or resulting from:other Related Document) for Charged-Off Receivables.

Indemnities by the Borrower. (a) Without limiting any other rights that the Affected Parties or any of their respective officers, directors, employees, attorneys, agents, representatives, transferees, successors or assigns (each, an “Indemnified Person”) may have hereunder or under applicable law, the Borrower hereby agrees to indemnify and hold harmless each Indemnified Person from and against any and all Indemnified Amounts that may be claimed or asserted against or incurred by any such Indemnified Person in connection with or arising out of the transactions contemplated under this Agreement or under any other Related Document or any actions or failures to act in connection therewith, including any and all Rating Agency costs and any and all legal costs and expenses; provided that the Borrower shall not be liable for any indemnification to an Indemnified Person to the extent that any such Indemnified Amount (x) results from such Indemnified Person’s gross negligence negligence, bad faith or willful misconduct, in each case as finally determined by a court of competent jurisdiction or jurisdiction, (y) constitutes recourse for uncollectible or uncollected Transferred 48 Receivables as a result of the insolvency, bankruptcy or the failure (without cause or justification) or inability on the part of the related Obligor to perform its obligations thereunderthereunder or (z) results from the compliance or non-compliance of the transactions contemplated by the Related Documents with the Securitisation Regulations, including for the avoidance of doubt any increased cost or any reduction in rate of return on capital that is required or directed to be maintained by an Indemnified Person in relation to its interest in or exposure in respect of any Receivables (including by application of an additional risk weight pursuant to Article 270a of Regulation (EU) No. 575/2013, as amended). Without limiting the generality of the foregoing, the Borrower shall pay on demand to each Indemnified Person any and all Indemnified Amounts relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Affected Parties Lenders or the Administrative Agent or any of their respective officers, directors, employees, attorneys, agents, representatives, transferees, successors or assigns (each, an “Indemnified Person”) may have hereunder or under applicable law, the Borrower hereby agrees to indemnify and hold harmless each Indemnified Person from and against any and all Indemnified Amounts that may be claimed or asserted against or incurred by any such Indemnified Person in connection with or arising out of the transactions contemplated under this Agreement or under any other Related Document or any actions or failures to act in connection therewith, including any and all Rating Agency costs and any and all legal costs and expensesexpenses arising out of or incurred in connection with disputes between or among any parties to any of the Related Documents; provided provided, that the Borrower shall not be liable for any indemnification to an Indemnified Person to the extent that any such Indemnified Amount (x) results from such Indemnified Person’s gross negligence or willful misconduct, in each case as finally determined by a court of competent jurisdiction or (y) constitutes recourse for uncollectible or uncollected Transferred Receivables as a result of the insolvency, bankruptcy or the failure (without cause or justification) or inability on the part of the related Obligor to perform its obligations thereunder. Without limiting the generality of the foregoing, the Borrower shall pay on demand to each Indemnified Person any and all Indemnified Amounts relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Affected Parties Lenders or the Administrative Agent or any of their respective officers, directors, employees, attorneys, agents, representatives, transferees, successors or assigns (each, an “Indemnified Person”) may have hereunder or under applicable law, the Borrower hereby agrees to indemnify and hold harmless each Indemnified Person from and against any and all Indemnified Amounts that may be claimed or asserted against or incurred by any such Indemnified Person in connection with or arising out of the transactions contemplated under this Agreement or under any other Related Document or any actions or failures to act in connection therewith, including any and all Rating Agency costs reasonable out-of-pocket and any and all documented legal costs and expensesexpenses arising out of or incurred in connection with disputes between or among any parties to any of the Related Documents; provided provided, that the Borrower shall not be liable for any indemnification to an Indemnified Person to the extent that any such Indemnified Amount (x) results from such Indemnified Person’s gross negligence or willful misconduct, in each case as finally determined by a court of competent jurisdiction or (y) constitutes recourse for uncollectible or uncollected Transferred Receivables as a result of the insolvency, bankruptcy or the failure (without cause or justification) or inability on the part of the related Obligor to perform its obligations thereunder. Without limiting the generality of the foregoing, the Borrower shall pay on demand to each Indemnified Person any and all Indemnified Amounts relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Affected Parties Lenders or the Administrative Agent or any of their respective officers, directors, employees, attorneys, agents, representatives, transferees, successors or assigns (each, an “Indemnified Person”) may have hereunder or under applicable law, the Borrower hereby agrees to indemnify and hold harmless each Indemnified Person from and against any and all Indemnified Amounts that may be claimed or asserted against or incurred by any such Indemnified Person in connection with or arising out of the transactions contemplated under this Agreement or under any other Related Document or any actions or failures to act in connection therewith, including any and all Rating Agency costs and any and all reasonably legal costs and expensesexpenses arising out of or incurred in connection with disputes between or among any parties to any of the Related Documents; provided provided, that the Borrower shall not be liable for any indemnification to an Indemnified Person to the extent that any such Indemnified Amount (x) results from such Indemnified Person’s gross negligence or willful misconduct, in each case as finally determined by a court of competent jurisdiction or (y) constitutes recourse for uncollectible or uncollected Transferred Receivables as a result of the insolvency, bankruptcy or the failure (without cause or justification) or inability on the part of the related Obligor to perform its obligations thereunder. Without limiting the generality of the foregoing, the Borrower shall pay on demand to each Indemnified Person any and all Indemnified Amounts relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that the Affected Parties Lenders or the Administrative Agent or any of their respective officers, directors, employees, attorneys, agents, representatives, transferees, successors agents or assigns representatives (each, an “Indemnified Person”) may have hereunder or under applicable law, the Borrower hereby agrees to indemnify and hold harmless each Indemnified Person from and against any and all Indemnified Amounts that may be claimed or asserted against or incurred by any such Indemnified Person in connection with or arising out of the transactions contemplated under this Agreement or under any other Related Document or any actions or failures to act in connection therewith, including any and all Rating Agency costs and any and all legal costs and expensesexpenses arising out of or incurred in connection with disputes between or among any parties to any of the Related Documents; provided provided, that the Borrower shall not be liable for any indemnification to an Indemnified Person to the extent that any such Indemnified Amount (x) results from such Indemnified Person’s gross negligence or willful misconduct, in each case as finally determined by a court of competent jurisdiction or (y) constitutes recourse for uncollectible or uncollected Transferred Receivables as a result of the insolvency, bankruptcy or the failure (without cause or justification) or inability on the part of the related Obligor to perform its obligations thereunder. Without limiting the generality of the foregoing, the Borrower shall pay on demand to each Indemnified Person any and all Indemnified Amounts relating to or resulting from:

Indemnities by the Borrower. (a) Without limiting any other rights that which the Affected Parties Agent, the Lender or any of their respective officers, directors, employees, attorneys, agents, representatives, transferees, successors or assigns (each, an “Indemnified Person”) Affiliates may have hereunder or under applicable law, the Borrower hereby agrees to indemnify the Agent, the Lender, and hold harmless each Indemnified Person of their respective Affiliates 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 that may be claimed or asserted Amounts") awarded against or incurred by any such Indemnified Person in connection with or of them arising out of the transactions contemplated under or as a result of this Agreement or under the ownership of Pledged Assets or in respect of any other Related Document Receivable or any actions or failures to act in connection therewithcontract, including any and all Rating Agency costs and any and all legal costs and expenses; provided that the Borrower shall not be liable for any indemnification to an excluding, however, (a) Indemnified Person Amounts to the extent that any such Indemnified Amount (x) results resulting from such Indemnified Person’s gross negligence or willful misconduct, in each case as finally determined by a court of competent jurisdiction or (y) constitutes recourse for uncollectible or uncollected Transferred Receivables as a result of the insolvency, bankruptcy or the failure (without cause or justification) or inability misconduct on the part of the related Obligor Agent, the Lender or such Affiliate or (b) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Pledged Receivables; provided, however, that the liability for Indemnified Amounts partially attributable to perform its obligations thereunderother Persons from whom the Lender purchases receivables or to whom the Lender makes loans shall be reasonably allocated between the Borrower and such other Persons by the Lender. Without limiting the generality of the foregoing, the Borrower shall pay on demand to indemnify the Agent, the Lender and each Indemnified Person any and all of their respective Affiliates for Indemnified Amounts relating to or resulting from:;