Common use of Indemnities by the Borrowers Clause in Contracts

Indemnities by the Borrowers. Without limiting any other rights which any such Person may have hereunder or under applicable law, the Borrowers jointly and severally hereby agree to indemnify the Lender, its Affiliates, successors, permitted transferees and assigns and all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each an “Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement, the other Facility Documents, or any transaction contemplated hereby or thereby excluding, however, (a) Indemnified Amounts to the extent a court of competent jurisdiction determines that they resulted from gross negligence, bad faith or willful misconduct on the part of such Indemnified Party, (b) in the event that the Lender has assigned its rights or delegated its obligations in respect of this Agreement, and the Indemnified Amounts with respect to such assignee exceed the Indemnified Amounts that would otherwise have been payable by the Borrowers to the Lender, the amount of such excess, (c) taxes expressly excluded from Taxes in Section 3.02(a) above (other than any such Taxes that are incremental and arise solely by reason of a breach by a Borrower of its obligations under this Agreement), and (d) any lost profits or indirect, exemplary, punitive or consequential damages of any Indemnified Party. In any suit, proceeding or action brought by the Lender in connection with any Collateral for any sum owing thereunder, or to enforce any provisions of any Collateral, the Borrowers, jointly and severally, will save, indemnify and hold the Lender harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by a Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from such Borrower. The Borrowers also agree to reimburse the Lender as and when billed by the Lender for all the Lender’s out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of the Lender’s rights under this Agreement, the Note, any other Facility Document or any transaction contemplated hereby or thereby, including without limitation the fees and disbursements of its counsel. The Borrowers hereby acknowledge that, notwithstanding the fact that the Note is secured by the Collateral, the obligation of each Borrower under the Note is a recourse obligation of each Borrower. Under no circumstances shall any Indemnified Party be liable to a Borrower for any lost profits or indirect, exemplary, punitive or consequential damages.

Indemnities by the Borrowers. (a) Without limiting any other rights which any such Person that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under applicable lawApplicable Law, the Borrowers each Borrower, jointly and severally severally, hereby agree agrees to indemnify the Lender, its Affiliates, successors, permitted transferees and assigns and all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each an “Borrower Indemnified Party”), forthwith on demand, Party from and against any and all damages, losses, claims, losses and liabilities (including reasonable and related costs and expenses, including attorneys’ fees and disbursements documented Attorney Costs) (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of resulting from this Agreement, the other Facility Documents, Agreement or any transaction contemplated hereby other Transaction Document or thereby the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Collateral; excluding, however, (a) Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction determines holds that they such Borrower Indemnified Amounts resulted solely from the fraud, gross negligence, bad faith negligence or willful misconduct on by the part Borrower Indemnified Party seeking indemnification or material breach by such Borrower Indemnified Party of such Indemnified Partythis Agreement or any other Transaction Document, (b) in the event Taxes that the Lender has assigned its rights or delegated its obligations in respect of this Agreement, and the Indemnified Amounts with respect to such assignee exceed the Indemnified Amounts that would otherwise have been payable are covered by the Borrowers to the Lender, the amount of such excess, (c) taxes expressly excluded from Taxes in Section 3.02(a) above 5.03 (other than any such Taxes that are incremental and arise solely by reason of a breach by a Borrower of its obligations under this Agreement)represent losses, claims, damages, etc. arising from any non-Tax claim) and (dc) any lost profits Borrower Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or indirect, exemplary, punitive other financial inability to pay of the related Obligor. Without limiting or consequential damages of any Indemnified Party. In any suit, proceeding or action brought being limited by the Lender in connection with any Collateral for any sum owing thereunderforegoing, or to enforce any provisions of any Collateral, the Borrowerseach Borrower shall, jointly and severally, pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will savebe made at the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify and hold the Lender harmless such Borrower Indemnified Party from and against any and all expenseBorrower Indemnified Amounts relating to or resulting from any of the following (but excluding Borrower Indemnified Amounts and Taxes described in clauses (a), loss (b) and (c) above): (i) any Pool Receivable which any Borrower or damage suffered the Servicer includes as an Eligible Receivable as part of the Net Receivables Pool Balance but which is not an Eligible Receivable at such time; (ii) any representation, warranty or statement made or deemed made by reason any Borrower (or any of its respective officers) under or in connection with this Agreement, any of the other Transaction Documents, any Information Package, any Interim Report or any other information or report delivered by or on behalf of any defense, set-off, counterclaim, recoupment Borrower pursuant hereto which shall have been untrue or reduction incorrect when made or liability whatsoever deemed made; (iii) the failure by any Borrower to comply with the Federal Assignment of Claims Act (or any other similar Applicable Law) or any Applicable Law with respect to any Pool Receivable or the related Contract; or the failure of any Pool Receivable or the related Contract to conform to any such Applicable Law; (iv) the failure to vest in the Administrative Agent a first priority perfected security interest in all or any portion of the account debtor Collateral, in each case free and clear of any Adverse Claim; (v) the failure to have filed, or obligor thereunderany delay in filing, financing statements, financing statement amendments, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws with respect to any Pool Receivable and the other Collateral and Collections in respect thereof, whether at the time of any Credit Extension or at any subsequent time; (vi) any dispute, claim or defense (other than discharge in bankruptcy) of an Obligor to the payment of any Pool Receivable (including, without limitation, (x) a defense based on such Pool Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms or (y) any dispute between an Advertiser Obligor and the related Agency Obligor as to which Person or Persons are obligated to make payment on a Receivable (whether before or after an Advertiser Obligor remits payment to an Agency Obligor)), or any other claim resulting from or relating to collection activities with respect to such Pool Receivable; (vii) any failure of any Borrower to perform any of its duties or obligations in accordance with the provisions hereof and of each other Transaction Document related to Pool Receivables or to timely and fully comply with the Credit and Collection Policy in regard to each Pool Receivable; (viii) any products liability, environmental or other claim arising out of a breach by a Borrower or in connection with any Pool Receivable or other merchandise, goods or services which are the subject of or related to any obligation thereunder or arising out Pool Receivable; (ix) the commingling of any other agreement, indebtedness or liability Collections of Pool Receivables at any time owing with other funds (including the commingling of Collections of Pool Receivables with Affiliate Collections); (x) any investigation, litigation or proceeding (actual or threatened) related to this Agreement or any other Transaction Document or the use of proceeds of any Credit Extensions or in favor respect of any Pool Receivable or other Collateral or any related Contract; (xi) any failure of any Borrower to comply with its covenants, obligations and agreements contained in this Agreement or any other Transaction Document; (xii) any setoff with respect to any Pool Receivable; (xiii) any funds that are remitted by or on behalf of any Advertiser Obligor to an Agency Obligor with respect to any Sequential Receivable that are not subsequently remitted by or on behalf of such account debtor Agency Obligor to any Originator, any Borrower, the Servicer or obligor any other Person on their behalf within one hundred twenty (120) days of such receipt; (xiv) any claim brought by any Person other than a Borrower Indemnified Party arising from any activity by any Borrower or its successors from such Borrower. The Borrowers also agree any Affiliate of any Borrower in servicing, administering or collecting any Pool Receivable; (xv) any failure of any Borrower or any Originator to reimburse perform any of their respective duties or obligations under any Contract related to any Unperformed Receivable; (xvi) the Lender as and failure by any Borrower to pay when billed by the Lender for all the Lender’s out-of-pocket costs and expenses incurred in connection due any Taxes, including, without limitation, sales, excise or personal property taxes; (xvii) any failure of a Collection Account Bank to comply with the enforcement or the preservation terms of the Lender’s rights under this applicable Account Control Agreement, the Notetermination by a Collection Account Bank of any Account Control Agreement or any amounts (including in respect of an indemnity) payable by the Administrative Agent to a Collection Account Bank under any Account Control Agreement; (xviii) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable (including, without limitation, a defense based on such Pool Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of goods or the rendering of services related to such Pool Receivable or the furnishing or failure to furnish any such goods or services or other similar claim or defense not arising from the financial inability of any Obligor to pay undisputed indebtedness; (xix) any action taken by the Administrative Agent as attorney-in-fact for any Borrower, any other Facility Document Originator or the Servicer pursuant to this Agreement or any transaction other Transaction Document; (xx) the failure or delay of Collections of Pool Receivables mailed to a Mail-Box to be deposited directly into a Collection Account; (xxi) the failure or delay to provide any Obligor with an invoice or other evidence of indebtedness; (xxii) the use of proceeds of any Credit Extension; or (xxiii) any reduction in Capital as a result of the distribution of Collections if all or a portion of such distributions shall thereafter be rescinded or otherwise must be returned for any reason. (b) If for any reason the foregoing indemnification is unavailable to any Borrower Indemnified Party or insufficient to hold it harmless, then the Borrowers shall contribute to such Borrower Indemnified Party the amount paid or payable by such Borrower Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative economic interests of the Borrowers and their Affiliates on the one hand and such Borrower Indemnified Party on the other hand in the matters contemplated hereby by this Agreement as well as the relative fault of the Borrowers and their Affiliates and such Borrower Indemnified Party with respect to such loss, claim, damage or thereby, including without limitation the fees liability and disbursements of its counselany other relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Borrowers hereby acknowledge thatunder this Section shall be in addition to any liability which the Borrowers may otherwise have, notwithstanding shall extend upon the fact that the Note is secured by the Collateral, the obligation of same terms and conditions to each Borrower Indemnified Party, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Borrowers and the Borrower Indemnified Parties. (c) Any indemnification or contribution under this Section shall survive the Note is a recourse obligation termination of each Borrower. Under no circumstances shall any Indemnified Party be liable to a Borrower for any lost profits or indirect, exemplary, punitive or consequential damagesthis Agreement.

Indemnities by the Borrowers. (a) Without limiting any other rights which any such Person that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under applicable lawApplicable Law, the Borrowers each Borrower, jointly and severally severally, hereby agree agrees to indemnify the Lender, its Affiliates, successors, permitted transferees and assigns and all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each an “Borrower Indemnified Party”), forthwith on demand, Party from and against any and all damages, losses, claims, losses and liabilities (including reasonable and related costs and expenses, including attorneys’ fees and disbursements documented Attorney Costs) (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of resulting from this Agreement, the other Facility Documents, Agreement or any transaction contemplated hereby other Transaction Document or thereby the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Collateral; excluding, however, (a) Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction determines holds that they such Borrower Indemnified Amounts resulted solely from the fraud, gross negligence, bad faith negligence or willful misconduct on by the part Borrower Indemnified Party seeking indemnification or material breach by such Borrower Indemnified Party of such Indemnified Partythis Agreement or any other Transaction Document, (b) in the event Taxes that the Lender has assigned its rights or delegated its obligations in respect of this Agreement, and the Indemnified Amounts with respect to such assignee exceed the Indemnified Amounts that would otherwise have been payable are covered by the Borrowers to the Lender, the amount of such excess, (c) taxes expressly excluded from Taxes in Section 3.02(a) above 5.03 (other than any such Taxes that are incremental and arise solely by reason of a breach by a Borrower of its obligations under this Agreement)represent losses, claims, damages, etc. arising from any non-Tax claim) and (dc) any lost profits Borrower Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or indirect, exemplary, punitive other financial inability to pay of the related Obligor. Without limiting or consequential damages of any Indemnified Party. In any suit, proceeding or action brought being limited by the Lender in connection with any Collateral for any sum owing thereunderforegoing, or to enforce any provisions of any Collateral, the Borrowerseach Borrower shall, jointly and severally, pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will savebe made at the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify and hold the Lender harmless such Borrower Indemnified Party from and against any and all expense, loss Borrower Indemnified Amounts relating to or damage suffered by reason of resulting from any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor following (but excluding Borrower Indemnified Amounts and Taxes described in clauses (a), (b) and (c) above): (i) any Pool Receivable which any Borrower or obligor thereunderthe Servicer includes as an Eligible Receivable as part of the Net Receivables Pool Balance but which is not an Eligible Receivable at such time; (ii) any representation, arising out warranty or statement made or deemed made by any Borrower (or any of a breach by a Borrower of any obligation thereunder its respective officers) under or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from such Borrower. The Borrowers also agree to reimburse the Lender as and when billed by the Lender for all the Lender’s out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of the Lender’s rights under this Agreement, any of the Noteother Transaction Documents, any other Facility Document Information Package, any Interim Report or any transaction contemplated hereby other information or thereby, including without limitation report delivered by or on behalf of any Borrower pursuant hereto which shall have been untrue or incorrect when made or deemed made; (iii) the fees and disbursements failure by any Borrower to comply with the Federal Assignment of its counsel. The Borrowers hereby acknowledge that, notwithstanding Claims Act (or any other similar Applicable Law) or any Applicable Law with respect to any Pool Receivable or the fact that related Contract; or the Note is secured by failure of any Pool Receivable or the related Contract to conform to any such Applicable Law; (iv) the failure to vest in the Administrative Agent a first priority perfected security interest in all or any portion of the Collateral, in each case free and clear of any Adverse Claim; (v) the failure to have filed, or any delay in filing, financing statements, financing statement amendments, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws with respect to any Pool Receivable and the other Collateral and Collections in respect thereof, whether at the time of any Credit Extension or at any subsequent time; (vi) any dispute, claim or defense (other than discharge in bankruptcy) of an Obligor to the payment of any Pool Receivable (including, without limitation, (x) a defense based on such Pool Receivable or the related Contract not being a legal, valid and binding obligation of each such Obligor enforceable against it in accordance with its terms or (y) any dispute between an Advertiser Obligor and the related Agency Obligor as to which Person or Persons are obligated to make payment on a Receivable (whether before or after an Advertiser Obligor remits payment to an Agency Obligor)), or any other claim resulting from or relating to collection activities with respect to such Pool Receivable; (vii) any failure of any Borrower under to perform any of its duties or obligations in accordance with the Note is a recourse obligation provisions hereof and of each Borrower. Under no circumstances shall any Indemnified Party be liable other Transaction Document related to a Borrower for any lost profits Pool Receivables or indirect, exemplary, punitive or consequential damages.to timely and fully comply with the Credit and Collection Policy in regard to each Pool Receivable;

Indemnities by the Borrowers. (a) Without limiting any other rights which that any such Person may have hereunder or under applicable lawApplicable Law, the Borrowers hereby jointly and severally hereby agree to indemnify the LenderBackup Servicer, its Affiliatesthe Collateral Custodian, successorsany successor Servicer, permitted transferees the Secured Parties and each of their respective assigns and all officers, directors, shareholders, controlling persons, employees and agents of any of (collectively, the foregoing (each an “Indemnified PartyParties”), 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 of them such Indemnified Party arising out of or as a result of this Agreement, Agreement or the other Facility DocumentsTransaction Documents or the Collateral or in respect of any Receivable included in the Collateral, or any transaction contemplated hereby or thereby excluding, however, (a) Indemnified Amounts to the extent a court of competent jurisdiction determines that they resulted resulting from gross negligence, bad faith or willful misconduct on the part of such Indemnified PartyParty and excluding disputes among the Indemnified Parties. Without limiting the foregoing, the Borrowers shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from: (i) any representation or warranty made or deemed made by any Borrower, the Servicer, the Originator, any Guarantor or any of their respective officers under or in connection with this Agreement or any other Transaction Document, which shall have been false or incorrect when made or deemed made or delivered; (ii) the failure by any Borrower, the Servicer, the Originator or any Guarantor to comply with any term, provision or covenant contained in this Agreement, any of the other Transaction Documents or any agreement executed in connection therewith, or with any Applicable Law, including with respect to any Collateral or the nonconformity of any Collateral with any such Applicable Law; (iii) the failure to vest and maintain vested in the Administrative Agent, as agent for the Secured Parties, a perfected security interest in the Collateral, free and clear of any Lien (other than Permitted Liens) whether existing at the time of any Loan or at any time thereafter (including, without limitation, as the result of the failure to file, or any delay in filing, financing statements, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law with respect to any Collateral); (iv) the failure to maintain, as of the close of business on each Business Day prior to the Termination Date, an amount of Loans Outstanding that is less than or equal to the Maximum Outstanding Loan Amount on such Business Day; (v) any dispute, claim, offset or defense (other than the discharge in bankruptcy of any Obligor) of any Obligor to the payment with respect to any Collateral (including, without limitation, a defense based on the Collateral not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim related to such Collateral; (vi) any failure of any Borrower, the Servicer or the Originator to perform its respective duties under the Transaction Documents with respect to any Collateral; (vii) the failure of any Lockbox Account Bank or Concentration Account Bank to remit any amounts held in a Lockbox Account or the Concentration Account pursuant to the instructions of the Servicer or the Administrative Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof) whether by reason of the exercise of set-off rights or otherwise; (viii) any inability to obtain any judgment in, or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of any Borrower, the Servicer or the Originator to qualify to do business or file any notice or business activity report or any similar report; (ix) any action taken by any Borrower, the Servicer or the Originator in the enforcement or collection of any Collateral; (x) any claim, suit or action of any kind arising out of or in connection with any Environmental Laws, including any vicarious liability; (xi) the failure by any Borrower, the Servicer or the Originator to pay when due any Taxes for which such Person is liable, including without limitation, sales, excise or personal property taxes payable in connection with the Collateral; (xii) any repayment by a Secured Party of any amount previously distributed in reduction of Loans Outstanding or payment of Interest or any other amount due hereunder or under any other Transaction Document, in each case which amount such Secured Party believes in good faith is required to be repaid; (xiii) the commingling of Collections by any Borrower, the Originator or the Servicer on the Collateral at any time with other funds; (xiv) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Loans or the security interest in the Collateral (other than as related to the acts of the Administrative Agent, the Secured Parties, the Backup Servicer or the Collateral Custodian); (xv) any failure by any Borrower to give reasonably equivalent value to the Originator or the Seller, as applicable, in consideration for the transfer to such Borrower of any item of Collateral or any attempt by any Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; or (xvi) the use of the proceeds of any Loan in a manner other than as provided in this Agreement and the applicable Sale Agreement. (b) in Any amounts subject to the event that the Lender has assigned its rights or delegated its obligations in respect indemnification provisions of this Agreement, and the Indemnified Amounts with respect to such assignee exceed the Indemnified Amounts that would otherwise have been payable Section 11.1 shall be paid by the Borrowers to the Lender, Indemnified Party on the amount of Payment Date following such excess, Person’s written demand therefor to the Borrowers setting forth the basis for such Indemnified Amounts in reasonable detail. (c) taxes expressly excluded from Taxes If for any reason the indemnification provided above in this Section 3.02(a) above (11.1 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Borrowers shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Borrowers on the other than hand but also the relative fault of such Indemnified Party as well as any such Taxes that are incremental and arise solely by reason of a breach by a Borrower of its obligations under this Agreement), and other relevant equitable considerations. (d) The obligations of the Borrowers under this Section 11.1 shall survive the resignation or removal of the Administrative Agent, the Servicer, the Backup Servicer, Successor Servicer or the Collateral Custodian and the termination of this Agreement. (e) Notwithstanding the above provisions of this Section 11.1, nothing in this Section shall be construed to require the Borrowers to provide any lost profits indemnification under this Agreement or indirectthe other Transaction Documents for any damages, exemplarylosses, punitive claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements arising out of or consequential damages of any Indemnified Party. In any suit, proceeding or action brought by the Lender in connection with credit losses with respect to any Collateral for any sum owing thereunder, or to enforce any provisions of any Collateral, the Borrowers, jointly and severally, will save, indemnify and hold the Lender harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor Receivables or obligor thereunder, arising out of a breach by a Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from such Borrower. The Borrowers also agree to reimburse the Lender as and when billed by the Lender for all the Lender’s out-of-pocket costs and expenses incurred in connection with the enforcement Related Security or the preservation diminution in market value of the Lender’s rights under this Agreement, the Note, any other Facility Document or any transaction contemplated hereby or thereby, including without limitation the fees and disbursements of its counsel. The Borrowers hereby acknowledge that, notwithstanding the fact that the Note is secured by the Collateral, the obligation of each Borrower under the Note is a recourse obligation of each Borrower. Under no circumstances shall . (f) If any Indemnified Party be liable receives any Indemnified Amount from the Borrowers and is subsequently reimbursed for such amounts by another party, such Indemnified Party hereby agrees to a Borrower promptly reimburse the Borrowers for any lost profits or indirect, exemplary, punitive or consequential damagessuch reimbursed amounts.

Indemnities by the Borrowers. Without limiting any other rights which any such Person may have hereunder or under applicable law, the Borrowers jointly and severally each Borrower hereby agree agrees to indemnify and hold harmless the Administrator, each Group Agent, each Liquidity Provider, each Program Support Provider, each Lender, its each LC Participant, the LC Bank (and any of the LC Bank’s Affiliates, successors, permitted transferees ) and assigns and all their respective officers, directors, shareholders, controlling persons, agents and employees and agents of any of the foregoing (each an “Indemnified Party”), forthwith on demand, ) from and against any and all damages, losses, claims, liabilities and related liabilities, penalties, costs and expenses, expenses (including reasonable and documented attorneys’ fees and disbursements court costs) (all of the foregoing being collectively referred to as collectively, the “Indemnified Amounts”) awarded against at any time imposed on or incurred by any of them Indemnified Party to the extent arising out of or as a result otherwise relating to any Transaction Document or the issuance of this Agreementany Letter of Credit, the other Facility Documentstransactions contemplated thereby or the funding or maintenance of the Loan, or any transaction contemplated hereby action taken or thereby excludingomitted by any of the Indemnified Parties (including any action taken by the Administrator as attorney in fact for such Borrower or any Originator hereunder or under any other Transaction Document), howeverwhether arising by reason of the acts to be performed by such Borrower hereunder or otherwise, (a) excluding only Indemnified Amounts to the extent (a) a final judgment of a court of competent jurisdiction determines that they holds such Indemnified Amounts resulted from gross negligence, bad faith negligence or willful misconduct on of the part of such Indemnified PartyParty seeking indemnification, (b) in the event that the Lender has assigned its rights or delegated its obligations in respect of this Agreement, and the Indemnified Amounts with respect to such assignee exceed the Indemnified Amounts that would otherwise have been payable by the Borrowers due to the Lendercredit risk or financial inability to pay of the Obligor and for which reimbursement would constitute recourse to any Originator, the amount of such excessCB, any Borrower or any Servicer for uncollectible Receivables, (c) taxes such Indemnified Amounts constitute Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim, (d) the same have been fully and finally paid in cash to such Indemnified Party pursuant to any other provision of this Agreement or any other Transaction Document, or (e) the same are expressly excluded from Taxes by any provision of this Agreement or any other Transaction Document; provided, however, that nothing contained in Section 3.02(athis sentence shall limit the liability of any Borrower or any Servicer or limit the recourse of any Indemnified Party to such Borrower or such Servicer for any amounts otherwise specifically provided to be paid by such Borrower or such Servicer hereunder. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (a), (b), (c), (d) above and (e) of the previous sentence, each Borrower shall indemnify each Indemnified Party for Indemnified Amounts (including losses in respect of uncollectible Receivables, regardless, for purposes of these specific matters, of whether reimbursement therefor would constitute recourse to such Borrower or its Servicer) to the extent relating to or resulting from: (i) any representation or warranty made by any Borrower (or any employee or agent of such Borrower) under or in connection with this Agreement, any Information Package or any other information or report delivered by or on behalf of such Borrower pursuant hereto, which shall have been false or incorrect in any respect when made or deemed made; (ii) the failure by any Borrower to comply with any applicable law, rule or regulation related to any Receivable, or the nonconformity of any Receivable with any such applicable law, rule or regulation; (iii) the failure of any Borrower to vest and maintain vested in the Administrator, for the benefit of the Lenders, a perfected security interest in the Pool Assets free and clear of any Adverse Claim; (iv) any commingling of funds to which the Administrator, any Group Agent or any Lender is entitled hereunder with any other funds of any Borrower or their Affiliates, including any commingling with any Monetized Receivable Collections; (v) any failure of a Lock Box Bank to comply with the terms of the applicable Lock Box Agreement; (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable, or any other claim resulting from the sale or lease of goods or the rendering of services related to such Receivable or the furnishing or failure to furnish any such Taxes that are incremental and arise solely by reason goods or services or other similar claim or defense not arising from the credit risk or financial inability of a breach by a Borrower of its obligations under this Agreement), and any Obligor to pay undisputed indebtedness; (dvii) any lost profits or indirect, exemplary, punitive or consequential damages failure of any Indemnified Party. In Borrower to perform its duties or obligations in accordance with the provisions of this Agreement or any suitother Transaction Document to which it is a party; (viii) any action taken by the Administrator as attorney in fact for any Borrower or any Originator pursuant to this Agreement or any other Transaction Document; (ix) any environmental liability claim, proceeding products liability claim or personal injury or property damage suit or other similar or related claim or action brought by the Lender of whatever sort, arising out of or in connection with any Collateral for Receivable or any sum owing thereunderother suit, claim or action of whatever sort relating to enforce any provisions of the Transaction Documents; or (x) any issuance of any Collateral, the Borrowers, jointly and severally, will save, indemnify and hold the Lender harmless from and against all expense, loss or damage suffered by reason Letter of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by a Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from such Borrower. The Borrowers also agree to reimburse the Lender as and when billed by the Lender for all the Lender’s out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of the Lender’s rights under this Agreement, the Note, any other Facility Document or any transaction contemplated hereby or thereby, including without limitation the fees and disbursements of its counsel. The Borrowers hereby acknowledge that, notwithstanding the fact that the Note is secured by the Collateral, the obligation of each Borrower under the Note is a recourse obligation of each Borrower. Under no circumstances shall any Indemnified Party be liable to a Borrower for any lost profits or indirect, exemplary, punitive or consequential damagesCredit.

Indemnities by the Borrowers. Without limiting any other rights which that the Administrative Agent, any such Person Managing Agent, any Lender, any Liquidity Provider, any other Program Support Provider, the Program Administrative Agent or any of their respective Affiliates, agents, employees, officers, and directors (each, an “Indemnified Party”) may have hereunder or under applicable lawLaw, the Borrowers hereby agree jointly and severally hereby agree to indemnify the Lender, its Affiliates, successors, permitted transferees each Indemnified Party and assigns and all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (hold each an “Indemnified Party”), forthwith on demand, Party harmless from and against any and all claims, damages, losses, claims, liabilities and related costs and expenses, costs, losses and liabilities, including attorneys’ fees and disbursements Attorney Costs (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of resulting from this Agreement, the other Facility Documentsuse of proceeds of Advances, or any transaction contemplated hereby interest therein, or thereby excludingthe purchase or other acquisition by the Borrowers of any Pool Receivable, howeverRelated Security or Contract pursuant to the Purchase and Contribution Agreements, or in respect of any other Transaction Document except (a) Indemnified Amounts to the extent a court of competent jurisdiction determines that they resulted resulting from gross negligence, bad faith negligence or willful misconduct on the part of such Indemnified Party, ; (b) for which indemnification would constitute recourse (except as otherwise specifically provided in this Agreement to be paid by the event that the Lender has assigned its rights or delegated its obligations Borrowers hereunder) for uncollectible Pool Receivables; and (c) in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. Without limiting the foregoing, but subject to the exclusions set forth in the preceding sentence, the Borrowers shall pay on demand (which demand shall be accompanied by documentation of the Indemnified Amounts, in reasonable detail) to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following: (i) the failure of any Receivable included in the calculation of the Net Receivables Pool Balance as an Eligible Receivable to be an Eligible Receivable as of the date of such calculation, the failure of any information contained in any Information Package to be true and correct, or the failure of any other information required to be provided to any Lender, Managing Agent or the Administrative Agent with respect to the Receivables or this Agreement to be true and correct; (ii) the failure of any representation or warranty made or deemed made by the Borrowers (or any of its officers, employees or agents) under or in connection with this Agreement, any other Transaction Document to have been true and correct as of the Indemnified Amounts date made or deemed made; (iii) the failure by the Borrowers to comply with any applicable Law with respect to any Pool Receivable or the related Contract, or the failure of any Pool Receivable or the related Contract to conform to any such applicable Law; (iv) the failure to vest in the Administrative Agent, for the benefit of each Lender Group, a First Priority Interest in the Collateral to the extent required under this Agreement; (v) any commingling of funds to which the Administrative Agent, any Managing Agent or any Lender is entitled hereunder with any other funds; (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool (including a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the goods or services related to such Receivable or the furnishing or failure to furnish such goods or services or relating to collection activities with respect to such assignee exceed the Indemnified Amounts that would otherwise have been payable Receivable or any Contract related thereto (if such collection activities were performed by the Borrowers or any of their Affiliates or by any agent or independent contractor retained by the Borrowers or any of their Affiliates); (vii) any failure by either Borrower to perform its duties or obligations in accordance with the Lenderprovisions hereof, any other Transaction Document or under the amount Contracts; (viii) any products liability, environmental or other claim by an Obligor or other third party arising out of such excess, the goods or services which are the subject of any Pool Receivable or the related Contract; (cix) taxes expressly excluded from Taxes in the use of proceeds of Advances or of any funds released pursuant to Section 3.02(a2.4(b) above (other than any such Taxes that are incremental and arise solely by reason of a breach by a Borrower of its obligations under this Agreement), and or (d); (x) the failure by either Borrower to pay when due any lost profits or indirect, exemplary, punitive or consequential damages of any Indemnified Party. In any suit, proceeding or action brought Taxes and other governmental charges payable by the Lender such Borrower in connection with any Collateral for of the Pool Receivables or this Agreement; (xi) any sum owing thereunderinvestigation, litigation or proceeding related to enforce this Agreement, any provisions of the other Transaction Documents or the ownership of the Pool Receivables or any other Collateral; (xii) any failure of an Account Bank (A) to comply with the terms of the applicable Account Control Agreement, (B) in respect of each Concentration Account, to maintain a short term unsecured debt rating of at least A-1 by Standard & Poor’s and P-1 by Xxxxx’x, (C) in respect of each Collection Account - Class A, to maintain a short term unsecured debt rating of at least A-1 by Standard & Poor’s and P-1 by Xxxxx’x, and (D) in respect of each Collection Account - Class B located at an Account Bank that has a short term unsecured debt rating from Standard & Poor’s and/or Xxxxx’x, to maintain such short term unsecured debt rating of at least A-2 by Standard & Poor’s and P-2 by Xxxxx’x; (xiii) any action taken by the Borrowers, jointly and severally, will save, indemnify and hold the Lender harmless from and against all expense, loss Servicer or damage suffered by reason any Originator (or any of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by a Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or their respective Affiliates) in favor of such account debtor or obligor or its successors from such Borrower. The Borrowers also agree to reimburse the Lender as and when billed by the Lender for all the Lender’s out-of-pocket costs and expenses incurred in connection with the enforcement or collection of any Pool Receivable; (xiv) the preservation failure or delay in providing any Obligor with an invoice or other evidence of indebtedness; or (xv) the failure of the Lender’s rights sale or pledge of any Pool Receivable under this Agreement, the Note, any other Facility Document Transaction Documents to comply with the notice requirements of FACA or any transaction contemplated hereby analogous State or thereby, including without limitation the fees and disbursements of its counsel. The Borrowers hereby acknowledge that, notwithstanding the fact that the Note is secured by the Collateral, the obligation of each Borrower under the Note is a recourse obligation of each Borrower. Under no circumstances shall any Indemnified Party be liable to a Borrower for any lost profits or indirect, exemplary, punitive or consequential damageslocal Laws.

Indemnities by the Borrowers. Without limiting any other rights which any such Person may have hereunder or under applicable law, and in consideration of the execution and delivery of this Agreement and the Facility evidenced by the Facility Documents, the Borrowers hereby agree to jointly and severally hereby agree to indemnify the LenderLenders, its the Credit Agent, each Collateral Holder and their respective Affiliates, successors, permitted transferees 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 damages, losses, claims, liabilities liabilities, obligations penalties, causes of action, demands, judgments, suits and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement(a) any transaction financed or to be financed in whole or in part, directly or indirectly, with the other proceeds of any Loan; (b) the entering into and performance of any Facility Document by any of the Indemnified Parties; (c) the Facility Documents, the Loans and the extension of the Commitments, the failure of any Obligor to comply with the terms of the Facility Documents or Requirements of Law, the inaccuracy of any representation or warranty of any Obligor set forth in the Facility Documents or in a certificate, instrument or document delivered in connection therewith, and the use by any Obligor of the proceeds of any Loans; (d) any investigation, litigation or proceeding related to any acquisition or proposed acquisition by any Obligor or any Subsidiary thereof of all or any portion of the capital stock or assets of any Person, whether or not an Indemnified Party is party thereto; and (e) any transaction contemplated hereby or thereby under the Facility Documents; excluding, however, (ai) Indemnified Amounts to the extent a court of competent jurisdiction in a final non-appealable judgment determines that they resulted from gross negligence, bad faith or willful misconduct on the part of such Indemnified Party, ; (b) in the event that the Lender has assigned its rights or delegated its obligations in respect of this Agreement, and the Indemnified Amounts with respect to such assignee exceed the Indemnified Amounts that would otherwise have been payable by the Borrowers to the Lender, the amount of such excess, (c) taxes expressly excluded from Taxes in Section 3.02(a) above (other than any such Taxes that are incremental and arise solely by reason of a breach by a Borrower of its obligations under this Agreement), and (dii) any lost profits (other than in connection with Breakage Costs) or indirect, exemplary, punitive or consequential damages of any Indemnified Party; and (iii) any and all present or future taxes, fees, levies, imposts, deductions, duties, withholdings, assessments or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto, which shall be governed by the terms of Section 3.02. In Without limiting the foregoing, in any suit, proceeding or action brought by the Lender any Indemnified Party in connection with any Collateral for any sum owing thereunder, or to enforce any provisions of any Collateral, the Borrowers, jointly and severally, Borrowers will save, indemnify and hold the Lender applicable Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, 39 Credit Agreement set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by a either Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from such Borrowerthe Borrowers. The Borrowers also agree to reimburse the Lender Indemnified Parties as and when billed by the Lender such party for all the Lender’s out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with the enforcement or the preservation of the Lendersuch party’s rights under this Agreement, the NoteNotes, any other Facility Document, any Security Document, any Underlying Document or any transaction contemplated hereby or thereby, including without limitation the fees and disbursements of its counsel. The Borrowers hereby acknowledge that, notwithstanding the fact that the Note is Notes are secured by the Collateral, the obligation of each Borrower the Borrowers under the Note is a Notes are recourse obligation obligations of each Borrowerthe Borrowers. Under no circumstances shall any Indemnified Party be liable to a Borrower the Borrowers for any lost profits (other than in connection with Breakage Costs) or indirect, exemplary, punitive or consequential damages.

Indemnities by the Borrowers. Without limiting any other rights which any such Person may have hereunder or under applicable law, the Borrowers jointly and severally hereby agree to indemnify indemnify, the Lender, its Affiliates, successors, permitted transferees and assigns and all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each an “Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement, the other Facility Documents, or any transaction contemplated hereby or thereby excluding, however, (a) Indemnified Amounts to the extent a court of competent jurisdiction determines that they resulted from gross negligence, bad faith or willful misconduct on the part of such Indemnified Party, (b) in the event that the Lender has assigned its rights or delegated its obligations in respect of this Agreement, and the Indemnified Amounts with respect to such assignee exceed the Indemnified Amounts that would otherwise have been payable by the Borrowers to the Lender, the amount of such excess, and (c) taxes expressly excluded from Taxes in Section 3.02(a) above (other than any such Taxes that are incremental and arise solely by reason of a breach by a Borrower of its obligations under this Agreement), and (d) any lost profits or indirect, exemplary, punitive or consequential damages of any Indemnified Party. In any suit, proceeding or action brought by the Lender in connection with any Collateral for any sum owing thereunder, or to enforce any provisions of any Collateral, the Borrowers, jointly and severally, Borrowers will save, indemnify and hold the Lender harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by a either Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from such Borrowerthe Borrowers. The Borrowers also agree to reimburse the Lender as and when billed by the Lender for all the Lender’s reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of the Lender’s rights under this Agreement, the Note, any other Facility Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. The Borrowers hereby acknowledge that, notwithstanding the fact that the Note is secured by the Collateral, the obligation of each Borrower the Borrowers under the Note is a recourse obligation of each Borrowerthe Borrowers. Under no circumstances shall any Indemnified Party be liable to a Borrower the Borrowers for any lost profits or indirect, exemplary, punitive or consequential damages.

Indemnities by the Borrowers. Without limiting any other rights which any such Person may have hereunder or under applicable law(a) Each Borrower agrees to hold the Administrative Agent, the Borrowers jointly Lenders, the other Affected Parties and severally hereby agree to indemnify each of their Affiliates and the LenderAdministrative Agent, its the Lenders, the other Affected Parties and their Affiliates, successors, permitted transferees and assigns and all ’ officers, directors, shareholders, controlling personsmembers, employees managers, partners, owners, attorneys, employees, agents, Affiliates and agents of any of the foregoing advisors (each an “Indemnified Party” and collectively the “Indemnified Parties”), forthwith on demand, ) harmless from and indemnify any Indemnified Party against any and all damagesliabilities, losses, claimsdamages, liabilities and related costs and judgments, costs, expenses, including attorneys’ penalties and fines of any kind or nature whatsoever that may be imposed on, incurred by or asserted against such Indemnified Party, including, without limitation, fees and disbursements expenses of counsel (all of collectively, the foregoing being collectively referred to as “Indemnified Amounts”) awarded against ), relating to or incurred by any of them arising out of or as a result of (i) this Agreement, the other Facility Loan Documents, any Loan, any Collateral or any transaction contemplated hereby or thereby excludingthereby, howeveror (ii) any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents, any Loan, any Collateral or any transaction contemplated hereby or thereby, or (iii) any violation of Applicable Law related to any of the foregoing (including, without limitation, violation of securities laws) and any civil penalties or fees assessed by OFAC against, and the reasonable costs and expenses (including fees and expenses of counsel) incurred in connection with the defense thereof by any Indemnified Party as a result of the conduct of any Borrower, any Guarantor or any Consolidated Subsidiary thereof that violates any sanctions enforced by the OFAC, or (iv) any and all Indemnified Amounts arising out of, attributable or relating to, accruing out of, or resulting from (1) a past, present or future violation or alleged violation of any Environmental Laws in connection with any Property or Underlying Mortgaged Property by any Person or other source, whether related or unrelated to any Borrower, any Guarantor or any obligor under a Mortgage Asset, (a2) any presence of any Materials of Environmental Concern in, on, within, above, under, near, affecting or emanating from any Property or Underlying Mortgaged Property, (3) the failure to timely perform any Remedial Work, (4) any past, present or future activity by any Person or other source, whether related or unrelated to any Borrower, any Guarantor or any obligor under a Mortgage Asset in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from any Property or Underlying Mortgaged Property of any Materials of Environmental Concern at any time located in, under, on, above or affecting any Property or Underlying Mortgaged Property, (5) any past, present or future actual Release (whether intentional or unintentional, direct or indirect, foreseeable or unforeseeable) to, from, on, within, in, under, near or affecting any Property or Underlying Mortgaged Property by any Person or other source, whether related or unrelated to any Borrower, any Guarantor or any obligor under a Mortgage Asset, (6) the imposition, recording or filing or the threatened imposition, recording or filing of any Lien on any Property or Underlying Mortgaged Property with regard to, or as a result of, any Materials of Environmental Concern or pursuant to any Environmental Law, or (7) any misrepresentation or inaccuracy in any representation or warranty in any material respect or material breach or failure to perform any covenants or other obligations pursuant to this Agreement, the other Loan Documents or any of the Mortgage Loan Documents or relating to environmental matters in any way including, without limitation, under any of the Mortgage Loan Documents, or (v) any matter or item covered by the indemnification provision contained in Subsection 10.5(b) of the Arbor Credit Agreement, mutatis mutandis, or (vi) any Borrower’s, any Guarantor’s, or any Affiliate’s conduct, duties, actions and/or inactions in connections with, related to or arising out of the foregoing clauses of this Subsection 11.1(a), that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Borrowers agree to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Indemnified Amounts relating to the extent or arising out of any violation or alleged violation of, noncompliance with or liability under any Applicable Law, rule or regulation (including, without limitation, Environmental Laws) with respect to any Property of a court of competent jurisdiction determines that they resulted Borrower or Guarantor or any Collateral that, in each case, results from gross negligence, bad faith or willful misconduct on the part of anything other than such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, (b) litigation or other proceeding to which the indemnity in the event that the Lender has assigned its rights this Section 11.1 applies, such indemnity shall be effective whether or delegated its obligations in respect not such investigation, litigation or proceeding is brought by any Borrower, any Guarantor or any of this Agreementtheir directors, and the shareholders, owners, partners, members, officers, managers, agents, Affiliates or creditors or an Indemnified Amounts with respect to such assignee exceed the Indemnified Amounts that would otherwise have been payable by the Borrowers to the Lender, the amount of such excess, (c) taxes expressly excluded from Taxes in Section 3.02(a) above (Party or any other than any such Taxes that are incremental and arise solely by reason of a breach by a Borrower of its obligations under this Agreement), and (d) any lost profits Person or indirect, exemplary, punitive or consequential damages of any Indemnified PartyParty is otherwise a party thereto and whether any transaction contemplated hereby is consummated. In any suit, proceeding or action brought by the Lender an Indemnified Party in connection with any Collateral for any sum owing thereunder, or to enforce any provisions of any Collateral, the Borrowers, jointly and severally, Borrowers will save, indemnify and hold the Lender such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or of liability whatsoever of the account debtor or obligor thereunder, thereunder arising out of a breach by a any Borrower or any Guarantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from such Borrowerany Borrower or any Guarantor. The Borrowers also agree to reimburse the Lender an Indemnified Party as and when billed by the Lender such Indemnified Party for all the Lendersuch Indemnified Party’s out-of-pocket costs costs, expenses and expenses fees incurred in connection with the enforcement or the preservation of the Lendersuch Indemnified Party’s rights under this Agreement, the Noteother Loan Documents, any other Facility Document or the Loan, the Collateral and any transaction contemplated hereby or thereby, including including, without limitation limitation, the reasonable fees and disbursements of its counsel. The Borrowers hereby acknowledge that, notwithstanding . (b) Any amounts subject to the fact that the Note is secured indemnification provisions of this Section 11.1 shall be paid by the Collateral, Borrowers to the obligation of each Borrower under the Note is a recourse obligation of each Borrower. Under no circumstances shall any Indemnified Party be liable to a Borrower for any lost profits within five (5) Business Days following such Person’s demand therefor. (c) The obligations of the Borrowers under this Section 11.1 shall survive the resignation or indirect, exemplary, punitive or consequential damagesremoval of the Administrative Agent and the survive termination of this Agreement and the payment in full of the Obligations.

Indemnities by the Borrowers. (a) Without limiting any other rights which any such Person that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under applicable lawApplicable Law, the Borrowers each Borrower, jointly and severally severally, hereby agree agrees to indemnify the Lender, its Affiliates, successors, permitted transferees and assigns and all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each an “Borrower Indemnified Party”), forthwith on demand, Party from and against any and all damages, losses, claims, losses and liabilities (including reasonable and related costs and expenses, including attorneys’ fees and disbursements documented Attorney Costs) (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of resulting from this Agreement, the other Facility Documents, Agreement or any transaction contemplated hereby other Transaction Document or thereby the use of proceeds of the Credit Extensions or the security interest in respect of any Pool Receivable or any other Collateral; excluding, however, (a) Borrower Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction determines holds that they such Borrower Indemnified Amounts resulted solely from the fraud, gross negligence, bad faith negligence or willful misconduct on by the part Borrower Indemnified Party seeking indemnification or material breach by such Borrower Indemnified Party of such Indemnified Partythis Agreement or any other Transaction Document, (b) in the event Taxes that the Lender has assigned its rights or delegated its obligations in respect of this Agreement, and the Indemnified Amounts with respect to such assignee exceed the Indemnified Amounts that would otherwise have been payable are covered by the Borrowers to the Lender, the amount of such excess, (c) taxes expressly excluded from Taxes in Section 3.02(a) above 5.03 (other than any such Taxes that are incremental and arise solely by reason of a breach by a Borrower of its obligations under this Agreement)represent losses, claims, damages, etc. arising from any non-Tax claim) and (dc) any lost profits Borrower Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or indirect, exemplary, punitive other financial inability to pay of the related Obligor. Without limiting or consequential damages of any Indemnified Party. In any suit, proceeding or action brought being limited by the Lender in connection with any Collateral for any sum owing thereunderforegoing, or to enforce any provisions of any Collateral, the Borrowerseach Borrower shall, jointly and severally, pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will savebe made at the time and in the order of priority set forth in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify and hold the Lender harmless such Borrower Indemnified Party from and against any and all expense, loss Borrower Indemnified Amounts relating to or damage suffered by reason of resulting from any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor following (but excluding Borrower Indemnified Amounts and Taxes described in clauses (a), (b) and (c) above): indicated, references in this Agreement to any Section, Schedule or obligor thereunder, arising out of a breach by a Borrower of any obligation thereunder Exhibit are to such Section Schedule or arising out of any other agreement, indebtedness or liability at any time owing Exhibit to or in favor of such account debtor or obligor or its successors from such Borrower. The Borrowers also agree to reimburse the Lender as and when billed by the Lender for all the Lender’s out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of the Lender’s rights under this Agreement, as the Notecase may be, and references in any other Facility Document Section, subsection, or clause to any transaction contemplated hereby subsection, clause or therebysubclause are to such subsection, including without limitation the fees and disbursements clause or subclause of its counsel. The Borrowers hereby acknowledge thatsuch Section, notwithstanding the fact that the Note is secured by the Collateral, the obligation of each Borrower under the Note is a recourse obligation of each Borrower. Under no circumstances shall any Indemnified Party be liable to a Borrower for any lost profits subsection or indirect, exemplary, punitive or consequential damagesclause.

Indemnities by the Borrowers. Without limiting any other rights which any such Person may have hereunder or under applicable law, and in consideration of the execution and delivery of this Agreement and the Facility evidenced by the Facility Documents, the Borrowers hereby agree to jointly and severally hereby agree to indemnify the LenderLenders, its the Lender Agent, the First Priority Collateral Agent, the Collateral Control Agent and their respective Affiliates, successors, permitted transferees 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 damages, losses, claims, liabilities liabilities, obligations penalties, causes of action, demands, judgments, suits and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement(a) any transaction financed or to be financed in whole or in part, directly or indirectly, with the other proceeds of any Loan; (b) the entering into and performance of any Facility Document by any of the Indemnified Parties; (c) the Facility Documents, the Loans and the extension of the Commitments, the failure of any Obligor to comply with the terms of the Facility Documents or Requirements of Law, the inaccuracy of any representation or warranty of any Obligor set forth in the Facility Documents or in a certificate, instrument or document delivered in connection therewith, and the use by any Obligor of the proceeds of any Loans; (d) any investigation, litigation or proceeding related to any acquisition or proposed acquisition by any Obligor or any Subsidiary thereof of all or any portion of the capital stock or assets of any Person, whether or not an Indemnified Party is party thereto; and (e) any transaction contemplated hereby or thereby under the Facility Documents; excluding, however, (ai) Indemnified Amounts to the extent a court of competent jurisdiction in a final non-appealable judgment determines that they resulted from gross negligence, bad faith or willful misconduct on the part of such Indemnified Party, ; (b) in the event that the Lender has assigned its rights or delegated its obligations in respect of this Agreement, and the Indemnified Amounts with respect to such assignee exceed the Indemnified Amounts that would otherwise have been payable by the Borrowers to the Lender, the amount of such excess, (c) taxes expressly excluded from Taxes in Section 3.02(a) above (other than any such Taxes that are incremental and arise solely by reason of a breach by a Borrower of its obligations under this Agreement), and (dii) any lost profits (other than in connection with Breakage Costs) or indirect, exemplary, punitive or consequential damages of any Indemnified Party; and (iii) any and all present or future taxes, fees, levies, imposts, deductions, duties, withholdings, assessments or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto, which shall be governed by the terms of Section 3.02. In Without limiting the foregoing, in any suit, proceeding or action brought by the Lender any Indemnified Party in connection with any Collateral for any sum owing thereunder, or to enforce any provisions of any Collateral, the Borrowers, jointly and severally, Borrowers will save, indemnify and hold the Lender applicable Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by a either Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from such Borrowerthe Borrowers. The Borrowers also agree to reimburse the Lender Indemnified Parties as and when billed by the Lender such party for all the Lender’s out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with the enforcement or the preservation of the Lendersuch party’s rights under this Agreement, the NoteNotes, any other Facility Document, any Security Document or any transaction contemplated hereby or thereby, including without limitation the fees and disbursements of its counsel. The Borrowers hereby acknowledge that, notwithstanding the fact that the Note is Notes are secured by the Collateral, the obligation of each Borrower the Borrowers under the Note is a Notes are recourse obligation obligations of each Borrowerthe Borrowers. Under no circumstances shall any Indemnified Party be liable to a Borrower the Borrowers for any lost profits (other than in connection with Breakage Costs) or indirect, exemplary, punitive or consequential damages.

Indemnities by the Borrowers. Without limiting any other rights which any such Person may have hereunder or under applicable law, the Borrowers jointly and severally each Borrower hereby agree agrees to indemnify and hold harmless the Administrator, each Group Agent, each Liquidity Provider, each Program Support Provider, each Lender, its each LC Participant, the LC Bank (and any of the LC Bank’s Affiliates, successors, permitted transferees ) and assigns and all their respective officers, directors, shareholders, controlling persons, agents and employees and agents of any of the foregoing (each an “Indemnified Party”), forthwith on demand, ) from and against any and all damages, losses, claims, liabilities and related liabilities, penalties, costs and expenses, expenses (including reasonable and documented attorneys’ fees and disbursements court costs) (all of the foregoing being collectively referred to as collectively, the “Indemnified Amounts”) awarded against at any time imposed on or incurred by any of them Indemnified Party to the extent arising out of or as a result otherwise relating to any Transaction Document or the issuance of this Agreementany Letter of Credit, the other Facility Documentstransactions contemplated thereby or the funding or maintenance of the Loan, or any transaction contemplated hereby action taken or thereby excludingomitted by any of the Indemnified Parties (including any action taken by the Administrator as attorney in fact for such Borrower or any Originator hereunder or under any other Transaction Document), howeverwhether arising by reason of the acts to be performed by such Borrower hereunder or otherwise, (a) excluding only Indemnified Amounts to the extent (a) a final judgment of a court of competent jurisdiction determines that they holds such Indemnified Amounts resulted from gross negligence, bad faith negligence or willful misconduct on of the part of such Indemnified PartyParty seeking indemnification, (b) in the event that the Lender has assigned its rights or delegated its obligations in respect of this Agreement, and the Indemnified Amounts with respect to such assignee exceed the Indemnified Amounts that would otherwise have been payable by the Borrowers due to the Lendercredit risk or financial inability to pay of the Obligor and for which reimbursement would constitute recourse to any Originator, the amount of such excessCB, any Borrower or any Servicer for uncollectible Receivables, (c) taxes such Indemnified Amounts constitute Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim, (d) the same have been fully and finally paid in cash to such Indemnified Party pursuant to any other provision of this Agreement or any other Transaction Document or (e) the same are expressly excluded from Taxes by any provision of this Agreement or any other Transaction Document; provided, however, that nothing contained in Section 3.02(athis sentence shall limit the liability of any Borrower or any Servicer or limit the recourse of any Indemnified Party to such Borrower or such Servicer for any amounts otherwise specifically provided to be paid by such Borrower or such Servicer hereunder. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (a), (b), (c), (d) above and (e) of the previous sentence, each Borrower shall indemnify each Indemnified Party for Indemnified Amounts (including losses in respect of uncollectible Receivables, regardless, for purposes of these specific matters, of whether reimbursement therefor would constitute recourse to such Borrower or its Servicer) to the extent relating to or resulting from: (i) any representation or warranty made by any Borrower (or any employee or agent of such Borrower) under or in connection with this Agreement, any Information Package or any other information or report delivered by or on behalf of such Borrower pursuant hereto, which shall have been false or incorrect in any respect when made or deemed made; (ii) the failure by any Borrower to comply with any applicable law, rule or regulation related to any Receivable, or the nonconformity of any Receivable with any such applicable law, rule or regulation; (iii) the failure of any Borrower to vest and maintain vested in the Administrator, for the benefit of the Lenders, a perfected security interest in the Pool Assets free and clear of any Adverse Claim; (iv) any commingling of funds to which the Administrator, any Group Agent or any Lender is entitled hereunder with any other funds of any Borrower or their Affiliates, including any commingling with any Monetized Receivable Collections; (v) any failure of a Lock Box Bank to comply with the terms of the applicable Lock Box Agreement; (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable, or any other claim resulting from the sale or lease of goods or the rendering of services related to such Receivable or the furnishing or failure to furnish any such Taxes that are incremental and arise solely by reason goods or services or other similar claim or defense not arising from the credit risk or financial inability of a breach by a Borrower of its obligations under this Agreement), and any Obligor to pay undisputed indebtedness; (dvii) any lost profits or indirect, exemplary, punitive or consequential damages failure of any Indemnified Party. In Borrower to perform its duties or obligations in accordance with the provisions of this Agreement or any suitother Transaction Document to which it is a party; (viii) any action taken by the Administrator as attorney in fact for any Borrower or any Originator pursuant to this Agreement or any other Transaction Document; (ix) any environmental liability claim, proceeding products liability claim or personal injury or property damage suit or other similar or related claim or action brought by the Lender of whatever sort, arising out of or in connection with any Collateral for Receivable or any sum owing thereunderother suit, claim or action of whatever sort relating to enforce any provisions of the Transaction Documents; or (x) any issuance of any Collateral, the Borrowers, jointly and severally, will save, indemnify and hold the Lender harmless from and against all expense, loss or damage suffered by reason Letter of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by a Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from such Borrower. The Borrowers also agree to reimburse the Lender as and when billed by the Lender for all the Lender’s out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of the Lender’s rights under this Agreement, the Note, any other Facility Document or any transaction contemplated hereby or thereby, including without limitation the fees and disbursements of its counsel. The Borrowers hereby acknowledge that, notwithstanding the fact that the Note is secured by the Collateral, the obligation of each Borrower under the Note is a recourse obligation of each Borrower. Under no circumstances shall any Indemnified Party be liable to a Borrower for any lost profits or indirect, exemplary, punitive or consequential damagesCredit.

Indemnities by the Borrowers. (a) Without limiting any other rights which the Lender or its assignee or any such Person of their respective Affiliates may have hereunder or under applicable law, each of the Borrowers jointly shall release, defend, indemnify and severally hereby agree to indemnify hold harmless the Lender, Affiliates of the Lender and its Affiliates, successors, permitted transferees and assigns and all their respective officers, directors, shareholders, controlling personspartners, employees members, owners, employees, agents, attorneys, Affiliates and agents of any of the foregoing advisors (each an “Indemnified PartyPerson” and collectively the “Indemnified Persons”), forthwith on demanda net after-tax basis, from and against any and all damagesliabilities, obligations, losses, claimsdamages, liabilities and related costs penalties, actions, judgments, suits, taxes (other than taxes with respect to which such Borrower is expressly not required to pay Additional Amounts under Section 8.4(a)), fees, costs, expenses (including reasonable legal fees and expenses), including attorneys’ fees and disbursements penalties or fines of any kind that may be imposed on, incurred by or asserted against such Indemnified Person (all of collectively, the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by in any of them way relating to, arising out of or as a result of this Agreementresulting from or in connection with (i) the Transaction Documents, the Tax Liens, the other Facility DocumentsCollateral, the Loans, any Property or related property, or any action taken or omitted to be taken by any Borrower, the Servicer, any Indemnified Person or any of their respective employees, managers, officers, directors or agents in connection with or under any of the foregoing, or any transaction contemplated hereby or thereby excludingthereby, howeveror any amendment, supplement or modification of, or any waiver or consent under or in respect of any Transaction Document, any Loan or any Collateral, (aii) Indemnified Amounts any claims, actions or damages by a Property Owner or lessee with respect to a Tax Lien or the related Property, (iii) any violation or alleged violation of, non-compliance with or liability under any Requirements of Law, (iv) ownership of, Liens on, security interests in or the exercise of rights or remedies under any of the items referred to in the preceding clause (i), (v) any accident, injury to or death of any person or loss of or damage to property occurring in, on or about any Property or on the adjoining sidewalks, curbs, parking areas, streets or ways, (vi) any use, nonuse or condition in, on or about, or possession, alteration, repair, operation, maintenance or management of, any Property or on the adjoining sidewalks, curbs, parking areas, streets or ways, (vii) any failure by any Borrower or the Servicer or any of their respective employees, managers, officers, directors or agents to perform or comply with any Transaction Document, Tax Lien, Requirements of Law or Applicable Statute, (viii) performance of any labor or services or the furnishing of any materials or other property in respect of any Property, (ix) any claim by brokers, finders or similar Persons claiming to be entitled to a commission in connection with any lease or other transaction involving any Transaction Document or Property, (x) any taxes attributable to the extent execution, delivery, filing or recording of any Transaction Document or any memorandum of any of the foregoing, (xi) any Lien or claim arising on or against any item of Collateral or any Property or any liability asserted against the Lender or any Indemnified Person with respect thereto, (xii) (1) a past, present or future violation or alleged violation of any Environmental Laws in connection with any property or Property by any Person or other source, whether related or unrelated to the Borrowers, the Servicer or any Property Owner, (2) any presence of any Materials of Environmental Concern in, on, within, above, under, near, affecting or emanating from any Property, (3) the failure to timely perform any Remedial Work, (4) any past, present or future activity by any Person or other source, whether related or unrelated to the Borrowers, the Servicer or any Property Owner in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from any Property of any Materials of Environmental Concern at any time located in, under, on, above or affecting any Property, (5) any past, present or future actual Release (whether intentional or unintentional, direct or indirect, foreseeable or unforeseeable) to, from, on, within, in, under, near or affecting any Property by any Person or other source, whether related or unrelated to the Borrowers, the Servicer or any Property Owner, (6) the imposition, recording or filing or the threatened imposition, recording or filing of any Lien on any Property with regard to, or as a result of, any Materials of Environmental Concern or pursuant to any Environmental Law, or (7) any misrepresentation or failure to perform any obligations pursuant to any Transaction Document or Tax Lien File to environmental matters in any way, (xiii) any Borrower’s or the Servicer’s conduct, activities, actions and/or inactions in connection with, relating to or arising out of any of the foregoing clauses of this Section 8.1, that, in each case, results from anything whatsoever other than any Indemnified Person’s gross negligence or intentional misconduct, as determined by a court of competent jurisdiction determines that they resulted from gross negligencepursuant to a final, bad faith or willful misconduct on the part of such Indemnified Party, (b) in the event that the Lender has assigned its rights or delegated its obligations in respect of this Agreement, and the Indemnified Amounts with respect to such assignee exceed the Indemnified Amounts that would otherwise have been payable by the Borrowers to the Lender, the amount of such excess, (c) taxes expressly excluded from Taxes in Section 3.02(a) above (other than any such Taxes that are incremental and arise solely by reason of a breach by a Borrower of its obligations under this Agreement), and (d) any lost profits or indirect, exemplary, punitive or consequential damages of any Indemnified Partynon-appealable judgment. In any suit, proceeding or action brought by the Lender any Person in connection with any Collateral for any sum owing thereunder, Tax Lien or to enforce any provisions other item of any Collateral, each of the Borrowers, jointly and severally, will saveBorrowers shall defend, indemnify and hold the Lender each Indemnified Person harmless from and against all expense, loss or damage suffered by reason of any defense, set-offsetoff, counterclaim, recoupment or reduction of liability whatsoever in respect thereof or in connection therewith. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.1 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Borrower, an Indemnified Person or any other Person or any Indemnified Person is otherwise a party thereto and whether or not any Transaction is entered into. (b) If for any reason the indemnification provided in this Section 8.1 is unavailable to the Indemnified Person or is insufficient to hold an Indemnified Person harmless, even though such Indemnified Person is entitled to indemnification under the express terms thereof, then the Borrowers shall contribute to the amount paid or payable by such Indemnified Person as a result of such loss, claim, damage or liability whatsoever in such proportion as is appropriate to reflect the relative benefits received by such Indemnified Person on the one hand and the Borrowers on the other hand, the relative fault of the account debtor or obligor thereundersuch Indemnified Person, arising out of a breach by a Borrower of any obligation thereunder or arising out of and any other agreement, indebtedness or liability relevant equitable considerations. (c) An Indemnified Person may at any time owing send the Borrowers a notice showing in reasonable detail the basis for and calculation of Indemnified Amounts, and the Borrowers shall pay such Indemnified Amounts to or in favor of such account debtor or obligor or its successors from Indemnified Person within fifteen (15) Business Days after the Borrowers receives such Borrowernotice. The Borrowers also agree to reimburse the Lender as and when billed by the Lender for all the Lender’s out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation obligations of the Lender’s rights Borrowers under this Section 8.1 shall apply to Eligible Assignees and survive the termination of this Agreement, the Note, any other Facility Document or any transaction contemplated hereby or thereby, including without limitation the fees and disbursements of its counsel. The Borrowers hereby acknowledge that, notwithstanding the fact that the Note is secured by the Collateral, the obligation of each Borrower under the Note is a recourse obligation of each Borrower. Under no circumstances shall any Indemnified Party be liable to a Borrower for any lost profits or indirect, exemplary, punitive or consequential damages.

Indemnities by the Borrowers. Without limiting any other rights which any such Person may have hereunder or under applicable law, and in consideration of the execution and delivery of this Agreement and the Facility evidenced by the Facility Documents, the Borrowers hereby agree to jointly and severally hereby agree to indemnify the LenderLenders, its the Lender Agent, each Collateral Holder, the “Lender Parties” under and as defined in the Original Loan Agreement and the “Credit Parties” under and as defined in the Original Credit Agreement and their respective Affiliates, successors, permitted transferees 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 damages, losses, claims, liabilities liabilities, obligations penalties, causes of action, demands, judgments, suits and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement(a) any transaction financed or to be financed in whole or in part, directly or indirectly, with the other proceeds of any Loan; (b) the entering into and performance of any Facility Document by any of the Indemnified Parties; (c) the Facility Documents, the Loans and the extension of the Commitments, the failure of any Obligor or Restricted Entity to comply with the terms of the Facility Documents or Requirements of Law, the inaccuracy of any representation or warranty of any Obligor or Restricted Entity set forth in the Facility Documents or in a certificate, instrument or document delivered in connection therewith, and the use by any Obligor of the proceeds of any Loans; (d) any investigation, litigation or proceeding related to any acquisition or proposed acquisition by any Obligor or any Subsidiary thereof of all or any portion of the capital stock or assets of any Person, whether or not an Indemnified Party is party thereto; and (e) any transaction contemplated hereby or thereby under the Facility Documents; excluding, however, 5254878 08048307 41 Line of Credit Agreement (ai) Indemnified Amounts to the extent a court of competent jurisdiction in a final non-appealable judgment determines that they resulted from gross negligence, bad faith or willful misconduct on the part of such Indemnified Party, ; (b) in the event that the Lender has assigned its rights or delegated its obligations in respect of this Agreement, and the Indemnified Amounts with respect to such assignee exceed the Indemnified Amounts that would otherwise have been payable by the Borrowers to the Lender, the amount of such excess, (c) taxes expressly excluded from Taxes in Section 3.02(a) above (other than any such Taxes that are incremental and arise solely by reason of a breach by a Borrower of its obligations under this Agreement), and (dii) any lost profits (other than in connection with Breakage Costs) or indirect, exemplary, punitive or consequential damages of any Indemnified Party. In any suit, proceeding or action brought by the Lender in connection with any Collateral for any sum owing thereunder, or to enforce any provisions of any Collateral, the Borrowers, jointly and severally, will save, indemnify and hold the Lender harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by a Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from such Borrower. The Borrowers also agree to reimburse the Lender as and when billed by the Lender for all the Lender’s out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of the Lender’s rights under this Agreement, the Note, any other Facility Document or any transaction contemplated hereby or thereby, including without limitation the fees and disbursements of its counsel. The Borrowers hereby acknowledge that, notwithstanding the fact that the Note is secured by the Collateral, the obligation of each Borrower under the Note is a recourse obligation of each Borrower. Under no circumstances shall any Indemnified Party be liable to a Borrower for any lost profits or indirect, exemplary, punitive or consequential damages.; and

Indemnities by the Borrowers. Without limiting any other rights which any such Person may have hereunder or under applicable law, and in consideration of the execution and delivery of this Agreement and the Facility evidenced by the Facility Documents, the Borrowers hereby agree to jointly and severally hereby agree to indemnify the LenderLenders, its the Lender Agent and their respective Affiliates, successors, permitted transferees 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 damages, losses, claims, liabilities liabilities, obligations penalties, causes of action, demands, judgments, suits and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement(a) any transaction financed or to be financed in whole or in part, directly or indirectly, with the other proceeds of any Loan; (b) the entering into and performance of any Facility Document by any of the Indemnified Parties; (c) the Facility Documents, the Loans and the extension of the Commitments, the failure of any Obligor to comply with the terms of the Facility Documents or Requirements of Law, the inaccuracy of any representation or warranty of any Obligor set forth in the Facility Documents or in a certificate, instrument or document delivered in connection therewith, and the use by any Obligor of the proceeds of any Loans; (d) any investigation, litigation or proceeding related to any acquisition or proposed acquisition by any Obligor or any Subsidiary thereof of all or any portion of the capital stock or assets of any Person, whether or not an Indemnified Party is party thereto; and (e) any transaction contemplated hereby or thereby under the Facility Documents; excluding, however, (ai) Indemnified Amounts to the extent a court of competent jurisdiction in a final non-appealable judgment determines that they resulted from gross negligence, bad faith or willful misconduct on the part of such Indemnified Party, ; (b) in the event that the Lender has assigned its rights or delegated its obligations in respect of this Agreement, and the Indemnified Amounts with respect to such assignee exceed the Indemnified Amounts that would otherwise have been payable by the Borrowers to the Lender, the amount of such excess, (c) taxes expressly excluded from Taxes in Section 3.02(a) above (other than any such Taxes that are incremental and arise solely by reason of a breach by a Borrower of its obligations under this Agreement), and (dii) any lost profits (other than in connection with Breakage Costs) or indirect, exemplary, punitive or consequential damages of any Indemnified Party; and (iii) any and all present or future taxes, fees, levies, imposts, deductions, duties, withholdings, assessments or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto, which shall be governed by the terms of Section 3.02. In Without limiting the foregoing, in any suit, proceeding or action brought by the Lender any Indemnified Party in connection with any Collateral for any sum owing thereunder, or to enforce any provisions of any Collateral, the Borrowers, jointly and severally, Borrowers will save, indemnify and hold the Lender applicable Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by a either Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from such Borrowerthe Borrowers. The Borrowers also agree to reimburse the Lender Indemnified Parties as and when billed by the Lender such party for all the Lender’s out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with the enforcement or the preservation of the Lendersuch party’s rights under this Agreement, the NoteNotes, any other Facility Document, any Security Document, any Underlying Document or any transaction contemplated hereby or thereby, including without limitation the fees and disbursements of its counsel. The Borrowers hereby acknowledge that, notwithstanding the fact that the Note is Notes are secured by the Collateral, the obligation of each Borrower the Borrowers under the Note is a Notes are recourse obligation obligations of each Borrowerthe Borrowers. Under no circumstances shall any Indemnified Party be liable to a Borrower the Borrowers for any lost profits (other than in connection with Breakage Costs) or indirect, exemplary, punitive or consequential damages.

Indemnities by the Borrowers. Without limiting any other rights which that the Administrative Agent, any such Person Managing Agent, any Lender, any Liquidity Provider, any other Program Support Provider, the Program Administrative Agent or any of their respective Affiliates, agents, employees, officers, and directors (each, an “Indemnified Party”) may have hereunder or under applicable lawLaw, the Borrowers hereby agree jointly and severally hereby agree to indemnify the Lender, its Affiliates, successors, permitted transferees each Indemnified Party and assigns and all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (hold each an “Indemnified Party”), forthwith on demand, Party harmless from and against any and all claims, damages, losses, claims, liabilities and related costs and expenses, costs, losses and liabilities, including attorneys’ fees and disbursements Attorney Costs (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of resulting from this Agreement, the other Facility Documentsuse of proceeds of Advances, or any transaction contemplated hereby interest therein, or thereby excludingthe purchase 162989721 or other acquisition by the Borrowers of any Pool Receivable, howeverRelated Security or Contract pursuant to the Purchase and Contribution Agreements, or in respect of any other Transaction Document except (a) Indemnified Amounts to the extent a court of competent jurisdiction determines that they resulted resulting from gross negligence, bad faith negligence or willful misconduct on the part of such Indemnified Party, ; (b) for which indemnification would constitute recourse (except as otherwise specifically provided in this Agreement to be paid by the event that the Lender has assigned its rights or delegated its obligations Borrowers hereunder) for uncollectible Pool Receivables; and (c) in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. Without limiting the foregoing, but subject to the exclusions set forth in the preceding sentence, the Borrowers shall pay on demand (which demand shall be accompanied by documentation of the Indemnified Amounts, in reasonable detail) to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following: (i. the failure of any Receivable included in the calculation of the Net Receivables Pool Balance as an Eligible Receivable to be an Eligible Receivable as of the date of such calculation, the failure of any information contained in any Information Package to be true and correct, or the failure of any other information required to be provided to any Lender, Managing Agent or the Administrative Agent with respect to the Receivables or this Agreement to be true and correct; (ii. the failure of any representation or warranty made or deemed made by the Borrowers (or any of its officers, employees or agents) under or in connection with this Agreement, and the Indemnified Amounts with respect any other Transaction Document to such assignee exceed the Indemnified Amounts that would otherwise have been payable by the Borrowers to the Lender, the amount of such excess, (c) taxes expressly excluded from Taxes in Section 3.02(a) above (other than any such Taxes that are incremental true and arise solely by reason of a breach by a Borrower of its obligations under this Agreement), and (d) any lost profits or indirect, exemplary, punitive or consequential damages of any Indemnified Party. In any suit, proceeding or action brought by the Lender in connection with any Collateral for any sum owing thereunder, or to enforce any provisions of any Collateral, the Borrowers, jointly and severally, will save, indemnify and hold the Lender harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever correct as of the account debtor date made or obligor thereunder, arising out of a breach by a Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from such Borrower. The Borrowers also agree to reimburse the Lender as and when billed by the Lender for all the Lender’s out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of the Lender’s rights under this Agreement, the Note, any other Facility Document or any transaction contemplated hereby or thereby, including without limitation the fees and disbursements of its counsel. The Borrowers hereby acknowledge that, notwithstanding the fact that the Note is secured by the Collateral, the obligation of each Borrower under the Note is a recourse obligation of each Borrower. Under no circumstances shall any Indemnified Party be liable to a Borrower for any lost profits or indirect, exemplary, punitive or consequential damages.deemed made;

Indemnities by the Borrowers. Without limiting any other rights which that the Administrative Agent, any such Person Managing Agent, any Lender, any Liquidity Provider, any other Program Support Provider, the Program Administrative Agent or any of their respective Affiliates, agents, employees, officers, and directors (each, an “Indemnified Party”) may have hereunder or under applicable lawLaw, the Borrowers hereby agree jointly and severally hereby agree to indemnify the Lender, its Affiliates, successors, permitted transferees each Indemnified Party and assigns and all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (hold each an “Indemnified Party”), forthwith on demand, Party harmless from and against any and all claims, damages, losses, claims, liabilities and related costs and expenses, costs, losses and liabilities, including attorneys’ fees and disbursements Attorney Costs (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of resulting from this Agreement, the other Facility Documentsuse of proceeds of Advances, or any transaction contemplated hereby interest therein, or thereby excludingthe purchase or other acquisition by the Borrowers of any Pool Receivable, howeverRelated Security or Contract pursuant to the Purchase and Contribution Agreements, or in respect of any other Transaction Document except (a) Indemnified Amounts to the extent a court of competent jurisdiction determines that they resulted resulting from gross negligence, bad faith negligence or willful misconduct on the part of such Indemnified Party, ; (b) for which indemnification would constitute recourse (except as otherwise specifically provided in this Agreement to be paid by the event that the Lender has assigned its rights or delegated its obligations Borrowers hereunder) for uncollectible Pool Receivables; and (c) in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. Without limiting the foregoing, but subject to the exclusions set forth in the preceding sentence, the Borrowers shall pay on demand (which demand shall be accompanied by documentation of the Indemnified Amounts, in reasonable detail) to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following: (i) the failure of any Receivable included in the calculation of the Net Receivables Pool Balance as an Eligible Receivable to be an Eligible Receivable as of the date of such calculation, the failure of any information contained in any Information Package to be true and correct, or the failure of any other information required to be provided to any Lender, Managing Agent or the Administrative Agent with respect to the Receivables or this Agreement to be true and correct; (ii) the failure of any representation or warranty made or deemed made by the Borrowers (or any of its officers, employees or agents) under or in connection with this Agreement, any other Transaction Document to have been true and correct as of the Indemnified Amounts date made or deemed made; (iii) the failure by the Borrowers to comply with any applicable Law with respect to any Pool Receivable or the related Contract, or the failure of any Pool Receivable or the related Contract to conform to any such applicable Law; (iv) the failure to vest in the Administrative Agent, for the benefit of each Lender Group, a First Priority Interest in the Collateral to the extent required under this Agreement; (v) any commingling of funds to which the Administrative Agent, any Managing Agent or any Lender is entitled hereunder with any other funds; (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool (including a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the goods or services related to such Receivable or the furnishing or failure to furnish such goods or services or relating to collection activities with respect to such assignee exceed the Indemnified Amounts that would otherwise have been payable Receivable or any Contract related thereto (if such collection activities were performed by the Borrowers or any of their Affiliates or by any agent or independent contractor retained by the Borrowers or any of their Affiliates); (vii) any failure by either Borrower to perform its duties or obligations in accordance with the Lenderprovisions hereof, any other Transaction Document or under the amount Contracts; (viii) any products liability, environmental or other claim by an Obligor or other third party arising out of such excess, the goods or services which are the subject of any Pool Receivable or the related Contract; (cix) taxes expressly excluded from Taxes in the use of proceeds of Advances or of any funds released pursuant to Section 3.02(a2.4(b) above (other than any such Taxes that are incremental and arise solely by reason of a breach by a Borrower of its obligations under this Agreement), and or (d); (x) the failure by either Borrower to pay when due any lost profits or indirect, exemplary, punitive or consequential damages of any Indemnified Party. In any suit, proceeding or action brought Taxes and other governmental charges payable by the Lender such Borrower in connection with any Collateral for of the Pool Receivables or this Agreement; (xi) any sum owing thereunderinvestigation, litigation or proceeding related to enforce this Agreement, any provisions of the other Transaction Documents or the ownership of the Pool Receivables or any other Collateral; (xii) any failure of an Account Bank (A) to comply with the terms of the applicable Account Control Agreement, (B) in respect of each Concentration Account, to maintain a short term unsecured debt rating of at least A-1 by Standard & Poor’s and P-1 by Xxxxx’x, (C) in respect of each Collection Account - Class A, to maintain a short term unsecured debt rating of at least A-1 by Standard & Poor’s and P-1 by Xxxxx’x, and (D) in respect of each Collection Account - Class B located at an Account Bank that has a short term unsecured debt rating from Standard & Poor’s and/or Xxxxx’x, to maintain such short term unsecured debt rating of at least A-2 by Standard & Poor’s and P-2 by Moody’s; (xiii) any action taken by the Borrowers, jointly and severally, will save, indemnify and hold the Lender harmless from and against all expense, loss Servicer or damage suffered by reason any Originator (or any of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by a Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or their respective Affiliates) in favor of such account debtor or obligor or its successors from such Borrower. The Borrowers also agree to reimburse the Lender as and when billed by the Lender for all the Lender’s out-of-pocket costs and expenses incurred in connection with the enforcement or collection of any Pool Receivable; (xiv) the preservation failure or delay in providing any Obligor with an invoice or other evidence of indebtedness; or (xv) the failure of the Lender’s rights sale or pledge of any Pool Receivable under this Agreement, the Note, any other Facility Document Transaction Documents to comply with the notice requirements of FACA or any transaction contemplated hereby analogous State or thereby, including without limitation the fees and disbursements of its counsel. The Borrowers hereby acknowledge that, notwithstanding the fact that the Note is secured by the Collateral, the obligation of each Borrower under the Note is a recourse obligation of each Borrower. Under no circumstances shall any Indemnified Party be liable to a Borrower for any lost profits or indirect, exemplary, punitive or consequential damageslocal Laws.

Indemnities by the Borrowers. Without limiting any other rights which any such Person may have hereunder or under applicable law, the Borrowers jointly and severally each Borrower hereby agree agrees to indemnify and hold harmless the Administrator, each Group Agent, each Liquidity Provider, each Program Support Provider, each Lender, its each LC Participant, the LC Bank (and any of the LC Bank’s Affiliates, successors, permitted transferees ) and assigns and all their respective officers, directors, shareholders, controlling persons, agents and employees and agents of any of the foregoing (each an “Indemnified Party”), forthwith on demand, ) from and against any and all damages, losses, claims, liabilities and related liabilities, penalties, costs and expenses, expenses (including reasonable and documented attorneys’ fees and disbursements court costs) (all of the foregoing being collectively referred to as collectively, the “Indemnified Amounts”) awarded against at any time imposed on or incurred by any of them Indemnified Party to the extent arising out of or as a result otherwise relating to any Transaction Document or the issuance of this Agreementany Letter of Credit, the other Facility Documentstransactions contemplated thereby or the funding or maintenance of the Loan, or any transaction contemplated hereby action taken or thereby excludingomitted by any of the Indemnified Parties (including any action taken by the Administrator as attorney in fact for such Borrower or any Originator hereunder or under any other Transaction Document), howeverwhether arising by reason of the acts to be performed by such Borrower hereunder or otherwise, (a) excluding only Indemnified Amounts to the extent (a) a final judgment of a court of competent jurisdiction determines that they holds such Indemnified Amounts resulted from gross negligence, bad faith negligence or willful misconduct on of the part of such Indemnified PartyParty seeking indemnification, (b) in the event that the Lender has assigned its rights or delegated its obligations in respect of this Agreement, and the Indemnified Amounts with respect to such assignee exceed the Indemnified Amounts that would otherwise have been payable by the Borrowers due to the Lendercredit risk or financial inability to pay of the Obligor and for which reimbursement would constitute recourse to any Originator, the amount of such excessCB, any Borrower or any Servicer for uncollectible Receivables, (c) taxes expressly excluded from such Indemnified Amounts constitute Taxes in Section 3.02(a) above (other than any such Taxes that are incremental and arise solely by reason of a breach by a Borrower of its obligations under this Agreement)represent losses, and claims, damages, etc. arising from any non-Tax claim, (d) the same have been fully and finally paid in cash to such Indemnified Party pursuant to any lost profits other provision of this Agreement or indirectany other Transaction Document, exemplaryor (e) the same are expressly excluded by any provision of this Agreement or any other Transaction Document; provided, punitive however, that nothing contained in this sentence shall limit the liability of any Borrower or consequential damages any Servicer or limit the recourse of any Indemnified Party. In any suit, proceeding Party to such Borrower or action brought by the Lender in connection with any Collateral such Servicer for any sum owing thereunderamounts otherwise specifically provided to be paid by such Borrower or such Servicer hereunder. Without limiting the foregoing indemnification, or but subject to enforce any provisions of any Collateralthe limitations set forth in clauses (a), the Borrowers(b), jointly (c), (d) and severally, will save, indemnify and hold the Lender harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever (e) of the account debtor previous sentence, each Borrower shall indemnify each Indemnified Party for Indemnified Amounts (including losses in respect of uncollectible Receivables, regardless, for purposes of these specific matters, of whether reimbursement therefor would constitute recourse to such Borrower or obligor thereunder, arising out of a breach by a Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing its Servicer) to the extent relating to or in favor of such account debtor or obligor or its successors from such Borrower. The Borrowers also agree to reimburse the Lender as and when billed by the Lender for all the Lender’s out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of the Lender’s rights under this Agreement, the Note, any other Facility Document or any transaction contemplated hereby or thereby, including without limitation the fees and disbursements of its counsel. The Borrowers hereby acknowledge that, notwithstanding the fact that the Note is secured by the Collateral, the obligation of each Borrower under the Note is a recourse obligation of each Borrower. Under no circumstances shall any Indemnified Party be liable to a Borrower for any lost profits or indirect, exemplary, punitive or consequential damages.resulting from:

Indemnities by the Borrowers. Without limiting any other rights which any such Person Indemnified Party (as defined below) may have hereunder or under applicable law, the Borrowers hereby agree, jointly and severally hereby agree severally, to indemnify the LenderAgent, its Affiliatesthe Lenders, successors, permitted transferees each Affected Party and assigns each other Secured Party and all their respective officers, directors, shareholders, controlling persons, agents and employees and agents of any of the foregoing (each an “Indemnified Party”), forthwith on demand, ) from and against any and all damages, losses, claims, liabilities liabilities, costs, expenses and related costs and expensesfor all other amounts payable, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or reasonably incurred by any of them arising out of or as a result of this AgreementAgreement or the acquisition, either directly or indirectly, by any Secured Party of an interest in the other Facility DocumentsAssets, or any transaction contemplated hereby or thereby excluding, however, (a) Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction determines holds that they such Indemnified Amounts resulted from gross negligence, bad faith negligence or willful misconduct on the part of such Indemnified Party. Without limiting the generality of the foregoing indemnification, the Borrowers shall indemnify the Indemnified Parties for Indemnified Amounts (including, without limitation, losses in respect of uncollectible Assets, regardless of whether reimbursement therefor would constitute recourse to the Borrowers, but excluding Indemnified Amounts to the extent final non-appealable judgment of a court of competent jurisdiction holds such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of such Indemnified Party) relating to or resulting from: (a) any representation or warranty made by any GWG Party, any Servicer, any Life Settlement Provider or any Originator or any officer or employee of the foregoing under or in connection with this Agreement any Master Servicer’s Certificate, or any Borrowing Base Certificate or any other Related Document or any other information or report delivered by any such party pursuant to any Related Document, which shall have been false or incorrect when made or deemed made; (b) in the event that failure by any GWG Party, any Servicer, any Life Settlement Provider or any Originator to comply with any applicable law, rule or regulation with respect to any Asset, Other Conveyed Property or Asset Documents related thereto, or the Lender has assigned nonconformity of any Asset, Other Conveyed Property or Asset Documents related thereto with any such applicable law, rule or regulation; (c) any failure of any GWG Party, any Servicer, any Life Settlement Provider or any Originator to perform its rights duties or delegated its obligations in respect accordance with the provisions of this Agreement, and the Indemnified Amounts any other Related Document, any Asset Documents, or any other contract or agreement related to a Asset or Other Conveyed Property with respect to such assignee exceed the Indemnified Amounts that would otherwise have been payable by the Borrowers to the Lender, the amount of such excess, (c) taxes expressly excluded from Taxes in Section 3.02(a) above (other than any such Taxes that are incremental and arise solely by reason of a breach by a Borrower of its obligations under this Agreement), and thereto; (d) any lost profits damage suit or indirect, exemplary, punitive other claim arising out of or consequential damages of any Indemnified Party. In any suit, proceeding or action brought by the Lender in connection with any Collateral for transaction which is the subject of any sum owing thereunderAsset Document, any Asset or Other Conveyed Property with respect thereto; (e) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of any Obligor, any Insured, or any Life Settlement Provider to enforce any provisions the payment of any CollateralAsset (including, the Borrowerswithout limitation, jointly a defense based on such Asset or any related Asset Document not being a legal, valid and severally, will save, indemnify and hold the Lender harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever binding obligation of the account debtor related Obligor, Insured, or obligor thereunderLife Settlement Provider, arising out of a breach by a Borrower of any obligation thereunder as applicable, enforceable against it in accordance with its terms), or arising out of any other agreement, indebtedness claim relating to an Asset or liability any Asset Document with respect thereto, (f) the commingling of Collections at any time owing with other funds; (g) any investigation, litigation or proceeding related to or in favor of such account debtor arising from this Agreement or obligor or its successors from such Borrower. The Borrowers also agree to reimburse the Lender as and when billed by the Lender for all the Lender’s out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of the Lender’s rights under this Agreementany other Related Document, the Note, any other Facility Document or any transaction transactions contemplated hereby or thereby, including without limitation the fees and disbursements use of its counsel. The Borrowers hereby acknowledge that, notwithstanding the fact that the Note is secured by the Collateralproceeds of Advances, the obligation holding of each Borrower under the Note is a recourse obligation of each Borrower. Under no circumstances shall security interest created hereunder or any other investigation, litigation or proceeding relating to any GWG Party, any Servicer, any Life Settlement Provider or any Originator, the Assets or Other Conveyed Property in which any Indemnified Party be liable becomes involved as a result of any of the transactions contemplated hereby or thereby; (h) any failure to vest and maintain vested in the Agent, for the benefit of the Secured Parties, a first priority perfected security interest in the Collateral as described in this Agreement or the existence of any Adverse Claim upon or with respect to the Collateral; or (i) any failure to vest and maintain vested in the applicable Borrower legal and equitable title to, and ownership of, the Assets, the Other Conveyed Property and the Collections, free and clear of any Adverse Claim (other than Adverse Claims created pursuant to this Agreement); or any failure of either Borrower to give reasonably equivalent value to the Seller under the Sale and Servicing Agreement in consideration of the transfer by the Seller of any Asset or any Other Conveyed Property with respect thereto; or any failure of the Seller to give reasonably equivalent value to any Life Settlement Provider, as applicable, in consideration of the transfer by such Life Settlement Provider, as applicable, of any Asset or any Other Conveyed Property with respect thereto; or any attempt by any Person to void any such transfer under statutory provisions or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code. Notwithstanding anything to the contrary in this Agreement, solely for purposes of the indemnification obligations set forth in this Section 8.01, any representations, warranties and covenants made by any GWG Party or any Servicer in this Agreement or the other Related Documents which are qualified by or limited to events or circumstances which have, or are reasonably likely to have, given rise to a Borrower for any lost profits Material Adverse Effect or indirectare qualified or limited by other concepts of materiality, exemplary, punitive shall not be deemed to be so qualified or consequential damageslimited.