Common use of Indemnities by the Servicer Clause in Contracts

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement or (iv) any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (c) The obligations of the Servicer under this Section 9.2 shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable by the Servicer pursuant to this Section 9.2.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a partyDocument, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement, (iv) the failure by the Servicer to comply with any of the covenants relating to any Hedging Agreement in accordance with the Transaction Documents, or (ivv) any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason Any amounts subject to the indemnification provided above in provisions of this Section 9.2 is unavailable 11.2 shall be paid by the Servicer to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to within five Business Days following 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerationsPerson’s demand therefor. (c) The Servicer shall have no liability for making indemnification hereunder to the extent any such indemnification constitutes recourse for uncollectible or uncollected Assets. (d) The obligations of the Servicer under this Section 9.2 11.2 shall survive the resignation or removal of the Administrative Agent Agent, the Backup Servicer or any Managing Agents the Collateral Custodian and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any Any indemnification payable by the Servicer pursuant to this Section 9.211.2 shall not be payable from the Collateral.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person which the Indemnified Parties may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each the Indemnified Party, forthwith on demand, Parties from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by by, any such Indemnified Party by reason or other non-monetary damages of any acts, omissions such Indemnified Party relating to or alleged acts or omissions arising from any of the Servicerfollowing, includingexcluding, but not limited however, Indemnified Amounts to the extent resulting from the gross negligence, bad faith or willful misconduct on the part of any Indemnified Party: (i) reliance on any representation or warranty made or deemed made by the Servicer Borrower, the Servicer, any of their respective Affiliates or any of their respective officers under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant heretothis Agreement, which shall have been false, false or incorrect or misleading in any material respect when made or deemed made, made or delivered; (ii) the failure by the Servicer to comply with (a) any term, provision or covenant contained in this Agreement or any other Basic Document or (b) any term, provision or covenant contained in any agreement executed in connection with this Agreement or any other Basic Document, or with any Applicable LawLaw with respect to any Receivable, the non-conformity of any Receivable with any such Applicable Law and any failure by the Originator to perform its respective duties under the Receivables or (c) any Applicable Law in the operation of Regional Management; (iii) the any failure of by the Servicer to comply with perform any of its other duties or obligations in accordance with the provisions of this Agreement or any of the other Basic Documents; (iv) the failure to vest and maintain vested in the Administrative Agent a valid and enforceable first priority perfected security interest in the Collateral; (v) the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws with respect to the Collateral, whether at the time of a Loan or at any subsequent time and as required by the Basic Documents; (vi) any litigation, proceedings proceeding or investigation against the Servicer, excluding, however, (a) Indemnified Amounts before any Governmental Authority (1) in respect of any Receivable included as part of the Collateral, (2) relating to the extent use of the proceeds of the Loan or (3) related to this Agreement (A) that is not commenced by the Indemnified Party or (B) if so commenced, in which such Indemnified Party is not the prevailing party; provided, that no Indemnified Party shall be entitled to any indemnification for any item described in this clause resulting from such Indemnified Party’s gross negligence or willful misconduct on the part of such Indemnified Party, and or (b) under any Federalrelating to or arising from the Basic Documents, state or local income or franchise taxes the transactions contemplated hereby and thereby, the use of proceeds of the Loan by the Servicer or any other Tax imposed on investigation, litigation or measured proceeding relating to the Borrower or the Servicer in which any Indemnified Party becomes involved as a result of any of the transactions contemplated by income the Basic Documents; (vii) entering into or giving or withholding any amendments or supplements or waivers or consents (including review and analysis thereof) with respect to the Basic Documents or any interest other document or instrument delivered pursuant hereto or thereto (whether or not the same is finally agreed to) if the same is requested by the Servicer, or is required or necessary under the Basic Documents; (viii) any and all civil penalties with respect thereto or arising from a failure to comply therewithfines assessed by OFAC against, and all reasonable costs and expenses (including attorneys’ fees and disbursements) required to be paid by such Indemnified Party incurred in connection herewith to with the defense thereof by any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to such Indemnified Party as a result of such loss, claim, damage funding all or liability in such proportion as is appropriate to reflect not only any portion of the relative benefits received by such Indemnified Party on Loan or the one hand and Servicer on acceptance of payments or of Collateral due under the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations.Basic Documents; or (cix) The obligations of the commingling by the Servicer under this of any Collections with other funds. Any amounts subject to the indemnification provisions of Section 9.2 11.01 payable by the Servicer, to the extent not promptly paid by the Servicer, shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that be paid pursuant to the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan2.08. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable by the Servicer pursuant to this Section 9.2.

Indemnities by the Servicer. (a) Without limiting any other rights that the Administrator, any such Person Purchaser Agent, any Purchaser or any other Indemnified Party may have hereunder or under Applicable applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, Party and hold each Indemnified Party harmless from and against any and all Indemnified Amounts (calculated without duplication arising out of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to (i) any representation or warranty made resulting from a breach by the Servicer of any of its obligations or representations and warranties under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate this Agreement or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement or (iv) any litigation, proceedings or investigation against the Servicer, excluding, however, Transaction Document except (a) Indemnified Amounts to the extent resulting from fraud, gross negligence or willful misconduct on the part of such Indemnified Party, and ; (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income for which indemnification would constitute recourse (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required except as otherwise specifically provided in this Agreement to be paid by the Servicer hereunder) for uncollectible Receivables; and (c) in respect of Taxes. Without limiting the foregoing, but subject to the exclusions set forth in the preceding sentence, the Seller shall pay within five (5) Business Days after written 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 in connection herewith from and against any and all Indemnified Amounts relating to or resulting from any taxing authority. The provisions of this indemnity shall run directly to and be enforceable the following: (i) the failure of any information provided by an injured party subject to the limitations hereof. If or on behalf of the Servicer has made for inclusion in any indemnity payment pursuant Information Package to this Section 9.2 be true and such payment fully indemnified correct, or the recipient thereof and the recipient thereafter collects failure of any payments from others in respect of such Indemnified Amounts, the recipient shall repay other information required to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason the indemnification be provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to such Indemnified Party by, or on behalf of, the Servicer to be true and correct; (ii) the failure of any representation, warranty or statement made or deemed made by the Servicer (or any of its officers) under or in connection with this Agreement to have been true and correct as a result of such lossthe date made or deemed made; (iii) the failure by the Servicer to comply with any applicable law, rule or regulation with respect to any Pool Receivable or the related Contract; (iv) any dispute, claim, damage offset or liability in such proportion as is appropriate defense of the Obligor to reflect not only the relative benefits received by such Indemnified Party on payment of any Receivable in, or purporting to be in, the one hand and Servicer on Receivables Pool resulting from or related to the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (c) The obligations collection activities of the Servicer under this Section 9.2 shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement.with respect to such Receivable; (dv) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable commingling by the Servicer pursuant of Collections at any time with other funds; or (vi) any failure to this Section 9.2perform the Servicer’s duties or obligations in accordance with the provisions hereof or any other Transaction Document to which it is a party.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to to: (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a partyDocument, any Monthly Report, Servicer’s Certificate Report or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, ; (ii) the failure by the Servicer to comply with any Applicable Law, ; (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the this Agreement or any other Transaction Document to which it is a party; (iv) any litigation, proceedings or investigation against the Servicer, excluding, however, ; (av) Indemnified Amounts the commingling of Collections at any time with other funds; or (vi) the failure of the Servicer or any of its agents or representatives to remit to the extent resulting from gross negligence Collection Account, the Deal Agent, the Lenders or willful misconduct on the part Collateral Agent any Collections or Proceeds of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authoritythe Collateral. The provisions of this indemnity shall run directly to and be enforceable by an injured party Indemnified Party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason Any amounts subject to the indemnification provided above in provisions of this Section 9.2 is unavailable 10.2 shall be paid by the Servicer to the relevant Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to within five (5) Business Days following 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerationsPerson’s demand therefor. (c) The Servicer shall have no liability for making indemnification hereunder to the extent any such indemnification constitutes recourse for uncollectible Contracts. (d) The obligations of the Servicer under this Section 9.2 10.2 shall survive the resignation or removal of the Administrative Agent Deal Agent, the Collateral Agent, the Successor Servicer, any Lender or any Managing Agents the Backup Servicer and the assignment or termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any Any indemnification payable by the Servicer pursuant to this Section 9.210.2 shall not be payable from the Collateral.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to to: (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a partyDocument, any Monthly Report, Servicer’s Certificate Report or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, ; (ii) the failure by the Servicer to comply with any Applicable Law, ; (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the this Agreement or any other Transaction Document to which it is a party; (iv) any litigation, proceedings or investigation against the Servicer, excluding, however, ; (av) Indemnified Amounts the commingling of Collections at any time with other funds; or (vi) the failure of the Servicer or any of its agents or representatives to remit to the extent resulting from gross negligence Collection Account, Deal Agent or willful misconduct on Collateral Agent any Collections or Proceeds of the part of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authorityCollateral. The provisions of this indemnity shall run directly to and be enforceable by an injured party Indemnified Party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason Any amounts subject to the indemnification provided above in provisions of this Section 9.2 is unavailable to 11.2 shall not be payable from the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerationsCollateral. (c) The Servicer shall have no liability for making indemnification hereunder to the extent any such indemnification constitutes recourse for uncollectible Contracts. (d) The obligations of the Servicer under this Section 9.2 11.2 shall survive the resignation or removal of the Administrative Agent Servicer, the Deal Agent, the Collateral Agent, the Successor Servicer, any Lender or any Managing Agents the Backup Servicer and the termination or assignment of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any Any indemnification payable by the Servicer pursuant to this Section 9.211.2, to the extent not paid by the Servicer, shall be paid to the relevant Indemnified Party on the next Payment Date pursuant to Section 2.7(a).

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the The Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Party for Indemnified Amounts (calculated without duplication to the extent arising out of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by resulting from any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to following: (i) the failure of any Pledged Contract represented by the Servicer to be an Eligible Contract hereunder to be an “Eligible Contract” at the time of such representation; (ii) reliance on any representation or warranty made or deemed made by the Servicer under this Agreement or in connection with any Transaction Documents other Facility Document to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, false or incorrect or misleading in any material respect when made or deemed made, ; (iiiii) the failure by the Servicer to comply with any Applicable Lawterm, provision or covenant contained in this Agreement, the Purchase Agreement or any Facility Document to which it is party or with any applicable law, rule or regulation with respect to any Pledged Contract or other Collateral; (iiiiv) any action or omission by the Servicer which reduces or impairs the rights or interests of the Program Agent, the Managing Agents or any Lender with respect to any Collateral or the value of any Collateral; (v) any claim brought by any Person arising from any activity by the Servicer in servicing, administering or collecting any Pledged Contract; (vi) the failure of the Servicer to comply furnish accurate and complete documentation (including, without limitation, a Contract or invoice) to any Contract Debtor; (vii) the commingling of Collections with its duties or obligations in accordance with the Agreement or other funds; (ivviii) any litigation, proceedings Material Adverse Change with respect to the Servicer which causes any Pledged Contract to cease to be an Eligible Contract or investigation against hinders the Servicer, excluding’s ability to carry out its obligations under this Agreement; provided, however, (a) that the Servicer shall not be required to indemnify any Indemnified Amounts Party to the extent of any amounts (x) resulting from the gross negligence or willful misconduct on the part of such Indemnified Party, and or (by) under any Federalconstituting credit recourse for the failure of a Contract Debtor to pay a Pledged Contract, state or local (z) constituting net income or franchise taxes that are imposed by the United States or any other Tax franchise taxes or net income taxes that are imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to by the state or foreign jurisdiction under the laws of which such Indemnified Party is organized or any taxing authoritypolitical subdivision thereof. The provisions of this indemnity shall run directly to and be enforceable by an injured party Any amounts subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (c) The obligations of the Servicer under this Section 9.2 shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 8.02 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable paid by the Servicer pursuant to this Section 9.2the related Indemnified Party within 10 Business Days following written demand therefor.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person Indemnified Party may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify and hold harmless each Indemnified Party, forthwith on demand, Party from and against any and all Indemnified Amounts incurred by any of them and arising out of, relating to or in connection with (calculated without duplication i) any breach of Indemnified Amounts paid any representation, warranty or agreement by the Borrower pursuant Servicer in any Transaction Document; (ii) the failure of any information contained in an Information Package to Section 9.1 above) awarded against be true and correct, or incurred by the failure of any other information provided to any such Indemnified Party by reason of any actsby, omissions or alleged acts or omissions of the Servicer, including, but not limited to (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of of, the Servicer pursuant hereto, which shall have been false, incorrect or misleading (in any material respect when made capacity) to be true and correct; (iii) any gross negligence or deemed madewillful misconduct on the Servicer’s (in any capacity) part arising out of, relating to, in connection with, or affecting any transaction contemplated by the Transaction Documents, any Pool Receivable or any Related Asset; (iiiv) the failure by the Servicer (in any capacity) to comply with any Applicable Law, rule or regulation with respect to any Pool Receivable or the related Contract or its servicing thereof; or (iiiv) any commingling of any funds by the failure Servicer (in any capacity) with any of the Servicer Servicer’s funds or the funds of any other Person; provided that such indemnity shall not, as to comply with its duties or obligations in accordance with the Agreement or (iv) any litigationIndemnified Party, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts be available to the extent resulting that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction in a final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct on the part of such Indemnified Party, and (by) result from a claim brought by the Servicer against an Indemnified Party for breach of such Indemnified Party’s obligations hereunder or under any Federalother Transaction Document, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If if the Servicer has made any indemnity payment pursuant obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) constitute recourse with respect to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (c) The obligations of the Servicer under this Section 9.2 shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss Pool Receivable by reason of the bankruptcy or insolvency (or other credit condition) ofinsolvency, or default bythe financial or credit condition or financial default, of the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable by the Servicer pursuant to this Section 9.2.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the The Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Party for Indemnified Amounts (calculated without duplication to the extent arising out of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by resulting from any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to following: (i) the failure of any Pledged Contract represented by the Servicer to be an Eligible Contract hereunder to be an “Eligible Contract” at the time of such representation; (ii) reliance on any representation or warranty made or deemed made by the Servicer under this Agreement or in connection with any Transaction Documents other Facility Document to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, false or incorrect or misleading in any material respect when made or deemed made, ; (iiiii) the failure by the Servicer to comply with any Applicable Lawterm, provision or covenant contained in this Agreement, the Purchase Agreement or any Facility Document to which it is party or with any applicable law, rule or regulation with respect to any Pledged Contract or other Collateral; (iiiiv) any action or omission by the Servicer which reduces or impairs the rights or interests of the Program Agent, the Managing Agents or any Lender with respect to any Collateral or the value of any Collateral; (v) any claim brought by any Person arising from any activity by the Servicer in servicing, administering or collecting any Pledged Contract; (vi) the failure of the Servicer to comply furnish accurate and complete documentation (including, without limitation, a Contract or invoice) to any Contract Debtor; (vii) the commingling of Collections with its duties or obligations in accordance with the Agreement or other funds; or (ivviii) any litigation, proceedings Material Adverse Effect with respect to the Servicer which causes any Pledged Contract to cease to be an Eligible Contract or investigation against hinders the Servicer, excluding’s ability to carry out its obligations under this Agreement; provided, however, (a) that the Servicer shall not be required to indemnify any Indemnified Amounts Party to the extent of any amounts (x) resulting from the gross negligence or willful misconduct on the part of such Indemnified Party, and or (by) under any Federalconstituting credit recourse for the failure of a Contract Debtor to pay a Pledged Contract, state or local (z) constituting net income or franchise taxes that are imposed by the United States or any other Tax franchise taxes or net income taxes that are imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to by the state or foreign jurisdiction under the laws of which such Indemnified Party is organized or any taxing authoritypolitical subdivision thereof. The provisions of this indemnity shall run directly to and be enforceable by an injured party Any amounts subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (c) The obligations of the Servicer under this Section 9.2 shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 8.02 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable paid by the Servicer pursuant to this Section 9.2the related Indemnified Party within 10 Business Days, following written demand therefor.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a partyDocument, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement, (iv) the failure by the Servicer to comply with any of the covenants relating to any Hedging Agreement in accordance with the Transaction Documents, or (ivv) any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason Any amounts subject to the indemnification provided above in provisions of this Section 9.2 is unavailable 11.2 shall be paid by the Servicer to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to within five Business Days following 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerationsPerson’s demand therefor. (c) The Servicer shall have no liability for making indemnification hereunder to the extent any such indemnification constitutes recourse for uncollectible or uncollected Assets. (d) The obligations of the Servicer under this Section 9.2 11.2 shall survive the resignation or removal of the Administrative Agent Agent, the Purchaser Agents, the Backup Servicer or any Managing Agents the Collateral Custodian and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any Any indemnification payable by the Servicer pursuant to this Section 9.211.2 shall not be payable from the Collateral.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the The Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Party for Indemnified Amounts (calculated without duplication to the extent arising out of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by resulting from any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to following: (i) the failure of any Pledged Contract represented by the Servicer to be an Eligible Contract hereunder to be an “Eligible Contract” at the time of such representation; (ii) reliance on any representation or warranty made or deemed made by the Servicer under this Agreement or in connection with any Transaction Documents other Facility Document to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, false or incorrect or misleading in any material respect when made or deemed made, ; (iiiii) the failure by the Servicer to comply with any Applicable Lawterm, provision or covenant contained in this Agreement, the Purchase Agreement or any Facility Document to which it is party or with any applicable law, rule or regulation with respect to any Pledged Contract or other Collateral; (iiiiv) any action or omission by the Servicer which reduces or impairs the rights or interests of the Lender with respect to any Collateral or the value of any Collateral; (v) any claim brought by any Person arising from any activity by the Servicer in servicing, administering or collecting any Pledged Contract; (vi) the failure of the Servicer to comply furnish accurate and complete documentation (including, without limitation, a Contract or invoice) to any Contract Debtor; (vii) the commingling of Collections with its duties or obligations in accordance with the Agreement or other funds; (ivviii) any litigation, proceedings Material Adverse Change with respect to the Servicer which causes any Pledged Contract to cease to be an Eligible Contract or investigation against hinders the Servicer, excluding’s ability to carry out its obligations under this Agreement; provided, however, (a) that the Servicer shall not be required to indemnify any Indemnified Amounts Party to the extent of any amounts (x) resulting from the gross negligence or willful misconduct on the part of such Indemnified Party, and or (by) under any Federalconstituting credit recourse for the failure of a Contract Debtor to pay a Pledged Contract, state or local (z) constituting net income or franchise taxes that are imposed by the United States or any other Tax franchise taxes or net income taxes that are imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to by the state or foreign jurisdiction under the laws of which such Indemnified Party is organized or any taxing authoritypolitical subdivision thereof. The provisions of this indemnity shall run directly to and be enforceable by an injured party Any amounts subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (c) The obligations of the Servicer under this Section 9.2 shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable paid by the Servicer pursuant to this Section 9.2the related Indemnified Party within 10 Business Days following written demand therefor.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person Affected Party may have hereunder or under Applicable applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, Party and hold each Indemnified Party harmless from and against any and all Indemnified Amounts (calculated without duplication arising out of or resulting from a breach by the Servicer of any of its obligations or representations and warranties under this Agreement or any other Facility Document and for Indemnified Amounts paid by to the Borrower pursuant to Section 9.1 above) awarded against extent arising out of or incurred by resulting from any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to following: (i) the failure of any Pool Receivable represented by the Servicer to be an Eligible Receivable hereunder (including in any Monthly Report) to be an “Eligible Receivable” at the time of such representation; (ii) reliance on any representation or warranty made or deemed made by the Servicer under this Agreement or in connection with any Transaction Documents other Facility Document to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, false or incorrect or misleading in any material respect when made or deemed made, ; (iiiii) the failure by the Servicer to comply with any Applicable Lawterm, provision or covenant contained in this Agreement, the Receivables Sale Agreement or any Facility Document to which it is party or with any applicable law, tariff, rule or regulation with respect to any Pool Receivable or the Related Security (iiiincluding, without limitation, the covenants with respect to commingling of Collections set forth in Section 5.04(h)); (iv) the failure of any Payment Processor, Sub-Servicer or any other third party with a contractual relationship with the Servicer or any of its Affiliates for the acceptance or processing of Collections, to remit any Collections received by it to a Lock-Box or a Deposit Account within two (2) Business Days of receipt; or (v) any action or omission by the Servicer which reduces or impairs the rights or interests of the Administrative Agent, the Facility Agents or any Lender with respect to any Collateral or the value of any Collateral; (vi) any claim brought by any Person arising from any activity by the Servicer in servicing, administering or collecting any Pool Receivable; (vii) the failure of any information provided by or on behalf of the Servicer for inclusion in any Monthly Report to be true and correct, or the failure of any other information required to be provided to such Indemnified Party by, or on behalf of, the Servicer to be true and correct; (viii) the failure to cause the payment when due of any Direct Taxes, energy surcharges or other governmental charges payable by a Transaction Party in connection with the Pool Receivables or the Facility Documents; (ix) any dispute, claim, offset or defense of the Obligor to the payment of any Pool Receivable in resulting from or related to the collection activities of the Servicer with respect to such Receivable; or (x) the failure of the Servicer to comply with its duties furnish accurate and complete documentation (including, without limitation, a Contract or obligations in accordance with the Agreement or (ivinvoice) to any litigation, proceedings or investigation against the Servicer, excludingObligor; provided, however, (a) that the Servicer shall not be required to indemnify any Indemnified Amounts Party to the extent of any amounts (x) resulting from the gross negligence or willful misconduct on the part of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well determined by a final, non-appealable order of a court of law; (y) for which indemnification would constitute recourse (except as otherwise specifically provided in this Agreement to be paid by the Borrower hereunder) for uncollectible Receivables or with respect to an Obligor’s financial inability to pay; or (z) in respect of Taxes other than any other relevant equitable considerations. (c) The obligations of Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. Any amounts subject to the Servicer under this Section 9.2 shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that the indemnification provisions of this Section 9.2 8.02 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable paid by the Servicer pursuant to this Section 9.2the related Indemnified Party within five (5) Business Days following demand therefor. In no event, however, shall the Servicer be liable on any theory of liability for any special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings); provided, however, that the forgoing is not intended to limit any obligation of any Transaction Party to reimburse any Indemnified Party hereunder for any special, indirect, consequential or punitive damages which such Indemnified Party is required to pay to any Person.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the ServicerServicer in violation of the Transaction Documents, including, but not limited to (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the this Agreement or (iv) any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified PartyParty (as determined in a final, non-appealable adjudication by a court of competent jurisdiction), and (b) under any FederalTaxes (other than Taxes that represent damages, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or losses, claims, etc. arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authoritynon-Tax claim). The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (c) The obligations of the Servicer under this Section 9.2 shall survive the resignation or removal of the Administrative Agent or Agent, any Managing Agents or any other Secured Party and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable by the Servicer pursuant to this Section 9.2.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to to: (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a partyDocument, any Monthly Report, Servicer’s Certificate Report or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, ; (ii) the failure by the Servicer to comply with any Applicable Law, ; (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the this Agreement or any other Transaction Document to which it is a party; (iv) any litigation, proceedings or investigation against the Servicer, excluding, however, ; (av) Indemnified Amounts the commingling of Collections at any time with other funds; or (vi) the failure of the Servicer or any of its agents or representatives to remit to the extent resulting from gross negligence Collection Account, the Deal Agent or willful misconduct on the part Collateral Agent any Collections or Proceeds of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authoritythe Collateral. The provisions of this indemnity shall run directly to and be enforceable by an injured party Indemnified Party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason Any amounts subject to the indemnification provided above in provisions of this Section 9.2 is unavailable 10.2 shall be paid by the Servicer to the relevant Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to within five (5) Business Days following 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerationsPerson’s demand therefor. (c) The Servicer shall have no liability for making indemnification hereunder to the extent any such indemnification constitutes recourse for uncollectible Contracts. (d) The obligations of the Servicer under this Section 9.2 10.2 shall survive the resignation or removal of the Administrative Agent Deal Agent, the Collateral Agent, the Successor Servicer or any Managing Agents the Lender and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any Any indemnification payable by the Servicer pursuant to this Section 9.210.2 shall not be payable from the Collateral.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to to: (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a partyDocument, any Monthly Report, Servicer’s Certificate Report or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, ; (ii) the failure by the Servicer to comply with any Applicable Law, ; (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement or any other Transaction Document to which it is a party; (iv) any litigation, proceedings or investigation against the Servicer, excluding, however, ; (av) Indemnified Amounts the commingling of Collections at any time with other funds; or (vi) the failure of the Servicer or any of its agents or representatives to remit to the extent resulting from gross negligence Collection Account, Deal Agent or willful misconduct on Collateral Agent any Collections or Proceeds of the part of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authorityCollateral. The provisions of this indemnity shall run directly to and be enforceable by an injured party Indemnified Party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason Any amounts subject to the indemnification provided above in provisions of this Section 9.2 is unavailable 11.2 shall be paid by the Servicer to the relevant Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to within five (5) Business Days following 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerationsPerson’s demand therefor. (c) The Servicer shall have no liability for making indemnification hereunder to the extent any such indemnification constitutes recourse for uncollectible Contracts. (d) The obligations of the Servicer under this Section 9.2 11.2 shall survive the resignation or removal of the Administrative Agent Deal Agent, the Collateral Agent, the Successor Servicer, any Liquidity Agent, any Lender or any Managing Agents the Backup Servicer and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any Any indemnification payable by the Servicer pursuant to this Section 9.211.2 shall not be payable from the Collateral.

Indemnities by the Servicer. (a) Without limiting any other rights that the Administrative Agent or any such Person Purchaser may have hereunder or under Applicable Lawapplicable law, the Servicer hereby agrees to indemnify (and pay upon demand to) each Indemnified Party, forthwith on demand, Party from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys’ fees (which attorneys may be employees of the Administrative Agent or such Purchaser) and disbursements (all of the foregoing being collectively referred to as “Servicer Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 aboveAmounts”) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions them arising out of or alleged acts or omissions as a result of the Servicer, including, but not limited to (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with duly and punctually perform its duties or obligations in accordance with the under this Agreement or (iv) any litigation, proceedings or investigation against the Servicer, excluding, however, in all of the foregoing instances: (a) Servicer Indemnified Amounts to the extent resulting a final judgment of a court of competent jurisdiction holds that such Servicer Indemnified Amounts resulted from gross negligence or willful misconduct on the part of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such the Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts.seeking indemnification; and (b) If for any reason Servicer Indemnified Amounts to the indemnification provided above extent the same includes losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; provided, however, that nothing contained in this Section 9.2 is unavailable sentence shall limit the liability of Servicer or limit the recourse of the Purchasers to Servicer for Collections received by the Servicer and required to be remitted by it under the terms of this Agreement. Without limiting the generality of the foregoing indemnification, Servicer shall indemnify the Indemnified Parties for Servicer Indemnified Amounts (including, without limitation, losses in respect of uncollectible receivables, regardless of whether reimbursement therefor would constitute recourse to the Servicer) relating to or resulting from: (i) any representation or warranty made by Servicer (or any officers of Servicer) under or in connection with this Agreement, any other Transaction Document or any other information or report delivered by any such Person pursuant hereto or thereto, which shall have been false or incorrect when made or deemed made; (ii) the failure by Servicer to comply with any applicable law, rule or regulation with respect to the collection of any Receivable or Related Security; (iii) any failure of Servicer to perform its duties, covenants or other obligations in accordance with the provisions of this Agreement or any other Transaction Document; (iv) the commingling by the Servicer of Collections of Receivables or funds or other assets arising therefrom at any time with other funds; (v) any investigation, litigation or proceeding relating to Servicer in which any Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to such Indemnified Party becomes involved as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only any of the relative benefits received by such Indemnified Party on the one hand and Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations.transactions contemplated hereby; (cvi) The obligations any Amortization Event of the described in Section 9.1(f) with respect to Servicer; and (vii) any action or omission by Servicer under this Section 9.2 shall survive relating to its obligations hereunder which reduces or impairs the resignation or removal rights of the Administrative Agent or the Purchasers with respect to any Managing Agents and Receivable or the termination value of this Agreementany such Receivable. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable by the Servicer pursuant to this Section 9.2.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement or (iv) any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (c) The obligations of the Servicer under this Section 9.2 shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable by the Servicer pursuant to this Section 9.2.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person Indemnified Party may have hereunder or under Applicable Lawapplicable law, the Servicer hereby agrees to indemnify and hold harmless each Indemnified Party, forthwith on demand, Party from and against any and all Indemnified Amounts to the extent arising out of or resulting from (calculated without duplication whether directly or indirectly): (a) the failure of Indemnified Amounts paid by any information contained in any single Information Package when taken as a whole, as of the Borrower date such Information Package is delivered pursuant to Section 9.1 aboveSections 1(a)(ii) awarded against and 2(a)(iv) of Exhibit IV to be true and correct, or incurred by the failure of any other information provided to such Indemnified Party by reason by, or on behalf of, the Servicer to be true and correct, (b) the failure of any actsrepresentation, omissions warranty or alleged acts statement made or omissions of the Servicer, including, but not limited to (i) any representation or warranty deemed made by the Servicer (or any of its officers) under or in connection with this Agreement or any other Transaction Documents Document to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf to have been true and correct as of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when date made or deemed made, (iic) the failure by the Servicer to comply with any Applicable Lawapplicable law, rule or regulation with respect to any Pool Receivable or the related Contract, (iiid) any dispute, claim, offset or defense of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool resulting from or related to the collection activities with respect to such Receivable and not arising from the financial inability of the Obligor to pay, or (e) any failure of the Servicer to comply with perform its duties or obligations in accordance with the Agreement provisions hereof or (iv) any litigation, proceedings or investigation against other Transaction Document to which it is a party; excluding only such amounts to the Servicer, excluding, however, extent (a) Indemnified Amounts to the extent resulting a final judgment of a court of competent jurisdiction holds that such amounts resulted from gross negligence or willful misconduct on of the part of such Indemnified PartyParty seeking indemnification, and (b) under due to the credit risk of the Obligor and for which reimbursement would constitute recourse to any FederalOriginator, state CB, the Borrower or local income or franchise taxes the Servicer for uncollectible Receivables, (c) such 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 Tax imposed on Transaction Document or measured (e) the same are expressly excluded by income (any provision of this Agreement or any interest other Transaction Document; provided, however, that nothing contained in this sentence shall limit the liability of the Borrower or penalties with respect thereto the Servicer or arising from a failure limit the recourse of any Indemnified Party to comply therewith) required the Borrower or the Servicer for any amounts otherwise specifically provided to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If Borrower or the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amountshereunder. (b) If for any reason CB, as Performance Guarantor, hereby acknowledges that each of the indemnification provided above Transaction Documents has been made available to and has been reviewed by Performance Guarantor. Performance Guarantor hereby unconditionally reaffirms its obligations under the Performance Guaranty and acknowledges and agrees that such obligations continue in this Section 9.2 is unavailable full force and effect (including, without limitation, with respect to the Indemnified Party Guaranteed Obligations) and the Performance Guaranty is hereby ratified and confirmed. Performance Guarantor hereby represents and warrants that each of the representations and warranties made by it in the Performance Guaranty are true and correct as of the day hereof and after the effect of this Agreement (unless stated to relate solely to an earlier date, in which case such representations or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to such Indemnified Party warranties were true and correct 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerationsearlier date). (c) The obligations of the Servicer under this Section 9.2 shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable by the Servicer pursuant to this Section 9.2.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person which the Servicer Indemnified Parties may have hereunder or under Applicable applicable Law, the Servicer hereby agrees agrees, to indemnify each the Indemnified PartyParties and their successors, forthwith on demandtransferees and assigns and all officers, directors, shareholders, controlling persons, employees, counsel and other agents of any of the foregoing (collectively, “Servicer Indemnified Parties”) from and against any and all damages, losses, claims, liabilities, costs and expenses, including reasonable attorneys’ fees (which attorneys may be employees of any Servicer Indemnified Amounts Party) and disbursements (calculated without duplication all of the foregoing being collectively referred to as “Servicer Indemnified Amounts paid by the Borrower pursuant to Section 9.1 aboveAmounts”) awarded against or incurred by any such Indemnified Party by reason of them in any acts, omissions action or alleged acts or omissions proceeding between the Servicer and any of the ServicerServicer Indemnified Parties or between any of the Servicer Indemnified Parties and any third party arising out of the following clauses (a) through (j), includingexcluding however, but not limited to (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement or (iv) any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Servicer Indemnified Party, and as finally determined by a court of competent jurisdiction, (ii) recourse for uncollectible Receivables or (iii) any Taxes which are covered by Section 9.4 or any Excluded Taxes. The Servicer shall indemnify each Servicer Indemnified Party for Servicer Indemnified Amounts relating to or resulting from: (a) any representation or warranty made by the Servicer or any of its officers under or in connection with this Agreement, any of the other Transaction Documents, any Servicer Report or any other information or report delivered by the Servicer pursuant hereto, or pursuant to any of the other Transaction Documents which shall have been incomplete, false or incorrect in any respect when made or confirmed; (b) under the failure by the Servicer to comply with any Federalapplicable Law with respect to any Receivable or the related Contract; (c) the failure by the Servicer to file, state or local income or franchise taxes or any delay in filing, financing statements, continuation statements, or other Tax imposed on similar instruments or measured documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any of the Affected Assets, if such filings were previously requested in writing to be filed by income the Agent; (d) any failure of the Servicer to perform its duties or obligations in accordance with the provisions hereof; (e) the failure by the Servicer to comply with any term, provision or covenant contained in this Agreement or any interest of the other Transaction Documents to which it is a party or penalties to perform any of its servicing duties or obligations under the Receivables or related Contracts; (f) the commingling by the Servicer of Collections at any time with respect thereto any other funds; (g) any inability to obtain any judgment in or arising from utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of the Servicer to comply therewithqualify to do business or file any notice of business activity report or any similar report; (h) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions dispute, claim, offset or defense of this indemnity shall run directly to and be enforceable by an injured party subject Obligor to the limitations hereof. If payment of any Receivable resulting from or related to the collection activities of the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, Receivable (unless such action is directed by the recipient shall repay to the Servicer an amount equal to the amount it has collected from others Agent or Investors in respect of such indemnified amounts.bad faith or with gross negligence or willful misconduct); (bi) If for any reason the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (c) The obligations of the Servicer under this Section 9.2 shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable action taken by the Servicer in the enforcement or collection of any Receivable (unless such action is directed by the Agent or Investors in bad faith or with gross negligence or willful misconduct); or (j) any claim or demand for indemnification made by any Blocked Account Bank to any Indemnified Party pursuant to this Section 9.2any Blocked Account Agreement.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person Indemnified Party may have hereunder or under Applicable Lawapplicable law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, Party from and against any and all Indemnified Amounts arising out of or resulting from (calculated without duplication whether directly or indirectly): (a) the failure of Indemnified Amounts paid by any information contained in an Information Package to be true and correct, or the Borrower pursuant failure of any other information provided to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason by, or on behalf of, the Servicer to be true and correct, (b) the failure of any actsrepresentation, omissions warranty or alleged acts statement made or omissions of the Servicer, including, but not limited to (i) any representation or warranty deemed made by the Servicer (or any of its officers) under or in connection with this Agreement or any other Transaction Documents Document to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf party to have been true and correct as of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when date made or deemed made in all respects when made, (iic) the failure by the Servicer to comply with any Applicable Lawapplicable law, rule or regulation with respect to any Pool Receivable or the related Contract, (iiid) any dispute, claim, offset or defense of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool resulting from or related to the collection activities with respect to such Receivable, (e) any failure of the Servicer to comply with perform its duties or obligations in accordance with the Agreement or (iv) any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes provisions hereof or any other Tax imposed on or measured by income Transaction Document to which it is a party, (f) the failure to have filed, or any interest delay in filing, financing statements or penalties other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect thereto to any Receivables in, or arising from a failure to comply therewith) required purporting to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to in, the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof Receivables Pool and the recipient thereafter collects other Pool Assets, whether at the time of any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for purchase or reinvestment or at any reason the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (c) The obligations of the Servicer under this Section 9.2 shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) ofsubsequent time, or default by, the related Obligor, on (g) any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable commingling by the Servicer pursuant to this Section 9.2of Collections at any time with other funds.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to to: (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a partyDocument, any Monthly Report, Servicer’s Certificate Report or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any respect (or if the Backup Servicer becomes the Successor Servicer hereunder, in any material respect respect) when made or deemed made, ; (ii) the failure by the Servicer to comply with any Applicable Law, ; (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement or any other Transaction Document to which it is a party; (iv) any litigation, proceedings or investigation against the Servicer, excluding, however, ; (av) Indemnified Amounts the commingling of Collections at any time with other funds; or (vi) the failure of the Servicer or any of its agents or representatives to remit to the extent resulting from gross negligence Collection Account, Deal Agent or willful misconduct on Collateral Agent any Collections or Proceeds of the part of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authorityCollateral. The provisions of this indemnity shall run directly to and be enforceable by an injured party Indemnified Party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason Any amounts subject to the indemnification provided above in provisions of this Section 9.2 is unavailable 11.2 shall be paid by the Servicer to the relevant Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to within five (5) Business Days following 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerationsPerson’s demand therefor. (c) The Servicer shall have no liability for making indemnification hereunder to the extent any such indemnification constitutes recourse for uncollectible Contracts. (d) The obligations of the Servicer under this Section 9.2 11.2 shall survive the resignation or removal of the Administrative Agent Deal Agent, the Collateral Agent, the Servicer, the Successor Servicer, the Lender or any Managing Agents the Backup Servicer and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any Any indemnification payable by the Servicer pursuant to this Section 9.211.2 shall not be payable from the Collateral.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement Agreement, or (iv) any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (c) The obligations of the Servicer under this Section 9.2 shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related ObligorObligor on, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any Any indemnification payable by the Servicer pursuant to this Section 9.29.2 shall not be payable from the Collateral.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement Agreement, (iv) the failure by the Servicer to comply with any of the covenants relating to the Hedging Agreements in accordance with the Transaction Documents or (ivv) any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party the applicable Indemnified Party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 10.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) Any amounts subject to the indemnification provisions of this Section 10.2 shall be paid by the Servicer within two Business Days following such Person’s demand therefor. (c) If for any reason the indemnification provided above in this Section 9.2 10.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (cd) The obligations of the Servicer under this Section 9.2 10.2 shall survive the resignation or removal of the Administrative Agent Deal Agent, the Backup Servicer or any Managing Agents the Collateral Custodian and the termination of this Agreement. (de) The parties hereto agree that the provisions of this Section 9.2 10.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related ObligorObligor on, on any Transferred Loan. (ef) The Servicer shall not be permitted to liquidate any of the Collateral to pay any Any indemnification payable by the Servicer pursuant to this Section 9.210.2 shall not be payable from the Collateral.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, with a copy to the Documentation Agent, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party (i) by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to including (iA) any representation or warranty made by the Servicer under or in connection with any Transaction Documents (including the structuring hereof and syndication of commitments hereunder to the extent that any such Indemnified Party had been engaged therefore) to which it is a party, any Monthly Report, Servicer’s Certificate Required Report or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (iiB) the failure by the Servicer to comply with any Applicable Law, (iiiC) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement Agreement, or (ivD) any litigation, proceedings or investigation against the Servicer, or (ii) the structuring of this Agreement or the syndication of commitments hereunder and to the extent that any such Indemnified Party had been engaged therefor, in each case excluding, however, (a) Indemnified Amounts to the extent resulting from (A) gross negligence or negligence, willful misconduct or bad faith on the part of any Indemnified Party, (B) a claim brought by the Servicer or the Borrower against an Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Transaction Document as to which such breach shall have been found to have occurred by final order of a court of competent jurisdiction, and or (bC) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made makes any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others other persons in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others other persons in respect of such indemnified amountsIndemnified Amounts. (b) If for any reason the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (c) The obligations of the Servicer under this Section 9.2 shall survive the resignation or removal of the Administrative any Agent or any Managing Agents and the termination of this AgreementAgreement but only with respect to any actions or omissions prior to such resignation or removal. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related ObligorObligor on, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any Any indemnification payable by the Servicer pursuant to this Section 9.29.2 shall not be payable from the Collateral.

Indemnities by the Servicer. (a) Without limiting any other rights that the Administrative Agent, the MERS Agent, any such Person Lender or Managing Agent or any of their respective Affiliates (each, a “Special Indemnified Party”) may have hereunder or under Applicable Lawapplicable law, and in consideration of its appointment as Servicer, the Servicer hereby agrees to indemnify each Special Indemnified Party, forthwith on demand, Party from and against any and all Indemnified Amounts claims, losses and liabilities (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 aboveincluding attorneys’ fees) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions (all of the Servicer, including, but not limited foregoing being collectively referred to (ias “Special Indemnified Amounts”) arising out of or resulting from any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, following (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement or (iv) any litigation, proceedings or investigation against the Servicer, excluding, however, (ax) Special Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Special Indemnified Party, and (by) under recourse for Mortgage Assets that are not collected, not paid or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the applicable Obligor or (z) any Federal, state or local income or franchise taxes or any other Tax imposed on tax or fee measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid incurred by such Special Indemnified Party arising out of or as a result of this Agreement or the Borrowings hereunder): (a) any representation or warranty or statement made or deemed made by the Servicer under or in connection herewith to with this Agreement that shall have been incorrect in any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts.when made; (b) If for the failure by the Servicer to comply in any reason material respect with any applicable law, rule or regulation with respect to any Mortgage Asset or the indemnification provided above in this Section 9.2 is unavailable failure of any Mortgage Loan to the Indemnified Party conform to any such applicable law, rule or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations.regulation; (c) The obligations the failure to have filed, or any delay in filing, financing statements, Mortgages or assignments of Mortgages under the applicable laws of any applicable jurisdiction with respect to any Mortgage Assets and the other Collateral and Collections in respect thereof, whether at the time of any purchase under the Repurchase Agreement or at any subsequent time; (d) any failure of the Servicer under to perform its duties or obligations in accordance with the provisions of this Section 9.2 shall survive Agreement; (e) the resignation commingling of Collections at any time by the Servicer with other funds; (f) any action or removal omission by the Servicer reducing or impairing the rights of the Administrative Agent or the Lenders with respect to any Managing Agents and Mortgage Asset or the termination value of this Agreement.any Mortgage Asset; (dg) The parties hereto agree that any Servicer Fees or other costs and expenses payable to any replacement Servicer, to the provisions extent in excess of this Section 9.2 shall not be interpreted to provide recourse the Servicer Fees payable to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan.hereunder; or (eh) The Servicer shall not be permitted to liquidate any of the Collateral to pay claim brought by any indemnification payable Person other than a Special Indemnified Party arising from any activity by the Servicer pursuant to this Section 9.2or its Affiliates in servicing, administering or collecting any Mortgage Asset.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of (1) the Servicer, including, but not limited to (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a partyDocument, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement Agreement, or (iv) any litigation, proceedings or investigation against the ServicerServicer and (2) any Affiliate of CapitalSource Inc., excluding, however, including but not limited to in connection with (ai) Indemnified Amounts to its actions as collateral agent of the extent resulting from gross negligence or willful misconduct on security and payment agent for holders of Agented Loans and (ii) its origination of Loans and the part subsequent transfer of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure Loans to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authorityCapitalSource Finance. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason Any amounts subject to the indemnification provided above in provisions of this Section 9.2 is unavailable 11.2 shall be paid by the Servicer to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to within five Business Days following 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerationsPerson’s demand therefor. (c) The Servicer shall have no liability for making indemnification hereunder to the extent any such indemnification constitutes recourse for uncollectible or uncollected Loans. (d) The obligations of the Servicer under this Section 9.2 11.2 shall survive the resignation or removal of the Administrative Agent Agent, the Purchaser Agents, the Backup Servicer or any Managing Agents the Collateral Custodian and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any Any indemnification payable by the Servicer pursuant to this Section 9.211.2 shall not be payable from the Collateral.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the ServicerServicer (other than with respect to disputes among Indemnified Parties), including, but not limited to (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a partyDocument, any Monthly Servicing Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties covenants under this Agreement or obligations in accordance with the Agreement other Transaction Documents, or (iv) any litigation, proceedings or investigation against the ServicerServicer (other than as related to acts of bad faith, excludingbreach of contract, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on of the part of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified AmountsAdministrative Agent, the recipient shall repay to Secured Parties or the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amountsCollateral Custodian). (b) If for any reason Any amounts subject to the indemnification provided above in provisions of this Section 9.2 is unavailable 11.2 shall be paid by the Servicer to the Indemnified Party or is insufficient to hold an within ten (10) Business Days following such Person’s written demand (setting forth the basis for such Indemnified Party harmless, then Servicer shall contribute Amounts in reasonable detail) therefor to the amount paid or payable to 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerationsServicer. (c) The obligations of the Servicer under this Section 9.2 11.2 shall survive the resignation or removal of the Administrative Agent Agent, the Backup Servicer or any Managing Agents Successor Servicer or the Collateral Custodian and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any Any indemnification payable by the Servicer pursuant to this Section 9.211.2 shall not be payable from the Collateral. (e) Notwithstanding the above provisions of this Section 11.1, nothing in this Section shall be construed to require the Servicer to provide any indemnification under this Agreement or the other Transaction Documents for any damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements arising out of or in connection with credit losses with respect to any of the Receivables or any Related Security or the diminution in market value of the Collateral. (f) If any Indemnified Party receives any Indemnified Amount from the Servicer and is subsequently reimbursed for such amounts by another party, such Indemnified Party hereby agrees to promptly reimburse the Servicer for such reimbursed amounts.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a partyDocument, any Monthly Servicing Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement, (iv) the failure by the Servicer to comply with any of the covenants relating to the Hedging Agreement in accordance with the Transaction Documents, or (ivv) any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts . The parties agree that the provisions of this Section 11.2 shall not be interpreted to provide recourse to the extent resulting from gross negligence Servicer against loss by reason of the bankruptcy, insolvency or willful misconduct on the part lack of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties creditworthiness of an Obligor with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authorityan Asset. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason Any amounts subject to the indemnification provided above in provisions of this Section 9.2 is unavailable 11.2 shall be paid by the Servicer to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to within five Business Days following 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerationsPerson’s demand therefor. (c) The Servicer shall have no liability for making indemnification hereunder to the extent any such indemnification constitutes recourse for uncollectible or uncollected Assets. (d) The obligations of the Servicer under this Section 9.2 11.2 shall survive the resignation or removal of the Administrative Agent Agent, the Purchaser Agents, the Trustee or any Managing Agents the Backup Servicer and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any Any indemnification payable by the Servicer pursuant to this Section 9.211.2 shall not be payable from the Collateral.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person an Indemnified Party may have hereunder or under Applicable Lawapplicable law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, Party from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or that may be imposed on, incurred by any such or asserted against an Indemnified Party by reason in any way arising out of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to relating to: (ia) any representation or warranty made by the Servicer (or any officers of Servicer) under or in connection with any Transaction Documents to which it is a partythis Agreement, any Monthly Report, Servicer’s Certificate other Transaction Document or any other written information or report delivered by or on behalf of the Servicer pursuant heretohereto or thereto, which shall have been false, false or incorrect or misleading in any material respect when made or deemed made, ; (iib) the failure by the Servicer to comply with any Applicable Lawapplicable law, rule or regulation with respect to any Receivable or Contract related thereto, the violation of which shall cause the Receivables to be uncollectible or unenforceable by Seller, the Administrative Agent, the Managing Agents or the Purchasers in whole or in part; (iiic) the any failure of the Servicer to comply with perform its duties duties, covenants or other obligations in accordance with the provisions of this Agreement or any other Transaction Document; (ivd) the commingling of Collections of Receivables at any time with other funds; (e) any litigationaction or omission by the Servicer (other than in accordance with or as contemplated by this Agreement or any other Transaction Document) which reduces or impairs the rights of the Administrative Agent, proceedings the Managing Agents or investigation against the Servicer, Purchasers with respect to any Receivable and the Related Security and Collections with respect thereto or the value of any Receivable and the Related Security and Collections with respect thereto; and (f) the failure of any Receivable treated as or represented by the Servicer to be an Eligible Receivable to be an Eligible Receivable at the time so treated or represented; excluding, however, (a) in all of the foregoing instances Indemnified Amounts to the extent resulting a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerationsseeking indemnification. (c) The obligations of the Servicer under this Section 9.2 shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable by the Servicer pursuant to this Section 9.2.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of (1) the Servicer, including, but not limited to (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a partyDocument, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement, (iv) the failure by the Servicer to comply with any of the covenants relating to any Hedging Agreement in accordance with the Transaction Documents, or (ivv) any litigation, proceedings or investigation against the ServicerServicer and (2) any Affiliate of CapitalSource Inc., excluding, however, including but not limited to in connection with (ai) Indemnified Amounts to its actions as collateral agent of the extent resulting from gross negligence or willful misconduct on security and payment agent for holders of Agented Loans and (ii) its origination of Assets and the part subsequent transfer of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure Assets to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authorityCSE Mortgage. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason Any amounts subject to the indemnification provided above in provisions of this Section 9.2 is unavailable 11.2 shall be paid by the Servicer to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to within five Business Days following 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerationsPerson’s demand therefor. (c) The Servicer shall have no liability for making indemnification hereunder to the extent any such indemnification constitutes recourse for uncollectible or uncollected Assets. (d) The obligations of the Servicer under this Section 9.2 11.2 shall survive the resignation or removal of the Administrative Agent Agent, the Purchaser Agents, the Backup Servicer or any Managing Agents the Collateral Custodian and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any Any indemnification payable by the Servicer pursuant to this Section 9.211.2 shall not be payable from the Collateral.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Lawapplicable law (but subject to such limitations as may be included in the Basic Documents concerning the Servicer's obligations to repurchase Commercial Loans), the Servicer hereby agrees to indemnify each of the Deal Agents, the Administrative Agent, the Secured Parties, and each of their respective Affiliates and officers, directors, employees and agents thereof, together with their respective successors and permitted assigns (each of the foregoing Persons being individually called a "Servicer Indemnified Party, forthwith on demand, ") from and against any and all actual damages, losses, claims, liabilities and related reasonable costs and expenses, including reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as "Servicer Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 aboveAmounts") awarded against or incurred by any such Indemnified Party by reason of any actsthem arising out of, omissions or alleged acts or omissions of resulting from the Servicer, including, but not limited to (i) any representation or warranty made breach by the Servicer under of any representation, warranty, covenant or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf obligation of the Servicer pursuant heretoof, which shall have been falsethis Agreement, incorrect any Basic Document or misleading in any material respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement or (iv) any litigation, proceedings or investigation against the ServicerClass A Notes, excluding, however, (ai) Servicer Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such any related Servicer Indemnified Party, Party or any Affiliate thereof and (bii) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising losses resulting from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions the credit risk of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If Obligors of the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amountsCommercial Loans. (b) If for any reason the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to such Indemnified Party as a result of any breach by the Issuer of any representation, warranty, covenant or obligation of the Issuer of this Agreement, any Basic Document or the Class A Notes, any Servicer Indemnified Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such lossServicer Indemnified Party in connection with this Agreement or the funding or maintenance of Purchases hereunder, claim, damage the Issuer shall pay to such Servicer Indemnified Party such additional amount or liability in such proportion amounts as is appropriate may be necessary to reflect not only the relative benefits received by reimburse such Indemnified Party for any amounts paid by it, excluding, however, amounts resulting from the gross negligence or willful misconduct on the one hand and Servicer on the other hand but also the relative fault part of such Servicer Indemnified Party as well as Party, such bank or other financial institution or any other relevant equitable considerationsAffiliate thereof. (c) The obligations of Any amounts subject to the Servicer under this Section 9.2 shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that the indemnification provisions of this Section 9.2 6.2 shall not be interpreted to provide recourse paid by the Servicer to the Servicer against loss by reason of Indemnified Party within ten (10) Business Days following the bankruptcy or insolvency (or other credit condition) ofIndemnified Party's demand therefor, or default by, setting forth in reasonable detail the related Obligor, on any Transferred Loanbasis therefor. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable by the Servicer pursuant to this Section 9.2.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement or Agreement, (iv) any litigation, proceedings or investigation against the Servicer, or (v) the occurrence of a Subordination Event, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (c) The obligations of the Servicer under this Section 9.2 shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related ObligorObligor on, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any Any indemnification payable by the Servicer pursuant to this Section 9.29.2 shall not be payable from the Collateral.

Indemnities by the Servicer. (a) Without limiting any other rights that any such a Buyer Indemnified Person may have hereunder or under Applicable Lawapplicable law, the Servicer hereby agrees to indemnify and hold harmless each Buyer Indemnified Party, forthwith on demand, Person from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded that may be claimed or asserted against or incurred by any such Buyer Indemnified Party by reason Person in connection with or arising out of the collection activities of the Servicer hereunder or out of any actsbreach by the Servicer of its obligations hereunder or under any other Related Document; provided that the Servicer shall not be liable for any indemnification to a Buyer Indemnified Person to the extent that any such Indemnified Amount (x) results from such Buyer Indemnified Person’s gross negligence or willful misconduct, omissions in each case as finally determined by a court of competent jurisdiction, or alleged acts (y) constitutes recourse for uncollectible or omissions uncollected Transferred Receivables as a result of the Servicerinsolvency, includingbankruptcy or the failure (without cause or justification) or inability on the part of the related Obligor to perform its obligations thereunder. Without limiting the generality of the foregoing, but not limited the Servicer shall pay on demand to each Buyer Indemnified Person any and all Indemnified Amounts relating to or resulting from: (i) reliance on any representation or warranty made or deemed made by the Servicer (or any of its officers) under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate this Agreement or any other Related Document (without regard to any qualifications concerning the occurrence or non-occurrence of a Material Adverse Effect or similar concepts of materiality) or on any other information or report delivered by or on behalf of the Servicer pursuant hereto, which hereto or thereto that shall have been false, incorrect or misleading in any material respect when made or deemed made, made or delivered; (ii) the failure by the Servicer to comply with any Applicable Lawterm, provision or covenant contained in this Agreement, any other Related Document or any agreement executed in connection herewith or therewith (without regard to any qualifications concerning the occurrence or non-occurrence of a Material Adverse Effect or similar concepts of materiality), any applicable law, rule or regulation with respect to any Transferred Receivable or the Contract therefor, or the nonconformity of any Transferred Receivable or the Contract therefor with any such applicable law, rule or regulation; (iii) the failure imposition of any Adverse Claim with respect to any Transferred Receivable or the Servicer to comply with its duties or obligations in accordance with Borrower Collateral as a result of any action taken by the Agreement or Servicer; (iv) any litigation, proceedings or investigation against amounts payable by the Servicer, excluding, however, (a) Indemnified Amounts Administrative Agent to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, and (b) any Bank under any Federal, state Account Agreement; or (v) the commingling of Collections with respect to Transferred Receivables by the Servicer at any time with its other funds or local income or franchise taxes or the funds of any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amountsPerson. (b) If for any reason Any Indemnified Amounts subject to the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (c) The obligations of the Servicer under this Section 9.2 shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 5.02 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable paid by the Servicer pursuant to this Section 9.2the Buyer Indemnified Person entitled thereto within five Business Days following demand therefor.

Indemnities by the Servicer. (a) Without limiting any other rights that the Program Agent, any such Person Administrative Agent or any Lender may have hereunder or under Applicable Lawapplicable law, the Servicer hereby agrees to indemnify (and pay upon demand to) each Indemnified Party, forthwith on demand, Party from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party of them arising out of or by reason of any acts, omissions or alleged acts or omissions of (i) the Servicer's failure to perform any of its servicing duties, includingcovenants or other obligations in accordance with the provisions of this Agreement or any other Facility Document, but not limited to (iii) any representation or warranty made by the Servicer (or any officers of the Servicer), in its capacity as servicer, under or in connection with any Transaction Documents to which it is a partythis Agreement, any Monthly Report, Servicer’s Certificate other Facility Document or any other written information or report delivered by or on behalf of the Servicer pursuant heretohereto or thereto, which shall have been false, false or incorrect or misleading in any material respect when made or deemed made, (iiiii) any statement set forth in Sections 4.02(a), 4.02(e), 4.02(l) or 4.02(o) (deleting for this purpose any exception or qualification otherwise contained therein referring to material adverse effect or any similar concept) not being true and accurate on the date the related representation and warranty is made, or (iv) the Servicer's failure to obtain licenses in the appropriate jurisdictions required to service the Contracts, without giving effect to any materiality qualifiers, including without limitation, Indemnified Amounts based on or resulting from: (i) the failure by the Servicer to comply with any Applicable Lawapplicable law, rule or regulation with respect to any Contract; (ii) the commingling of Collections of Contracts with other funds; (iii) any investigation, litigation or proceeding related to or arising from this Agreement or any other Facility Document, the transactions contemplated hereby, or any other investigation, litigation or proceeding relating to the Servicer and its servicing duties hereunder in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby; (iv) any action or omission by the Servicer which reduces or impairs the rights of the Program Agent or the Secured Parties (or any of their respective assigns) with respect to any Collateral or the value of any Collateral; (v) the failure of the Servicer to comply with its duties remit any Collections to the Collection Account or obligations otherwise in accordance with the Agreement instruction of the Program Agent, whether by reason of the exercise of setoff rights or otherwise. (ivb) Notwithstanding anything to the contrary contained in Section 8.02(a), the Servicer shall have no obligation to indemnify (and shall not indemnify) any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Party for Indemnified Amounts to the extent resulting that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerationsseeking indemnification. (c) The obligations of the Servicer under this Section 9.2 shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable by the Servicer pursuant to this Section 9.2.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person Indemnified Party may have hereunder or under Applicable Lawapplicable law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, Party from and against any and all Indemnified Amounts arising out of or resulting from (calculated without duplication whether directly or indirectly): (a) the failure of Indemnified Amounts paid by any information contained in an Information Package to be true and correct on the Borrower pursuant date thereof (or, if such information is stated therein to Section 9.1 above) awarded against be as of a different date, on such different date), or incurred by the failure of any other information provided to any such Indemnified Party by reason by, or on behalf of, the Servicer to be true and correct on the date thereof (or, if such information is stated therein to be as of a different date, on such different date), (b) the failure of any actsrepresentation, omissions warranty or alleged acts statement made or omissions of the Servicer, including, but not limited to (i) any representation or warranty deemed made by the Servicer (or any of its officers) under or in connection with this Agreement or any other Transaction Documents Document to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf party to have been true and correct as of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when date made or deemed made when made, (iic) the failure by the Servicer to comply with any Applicable Lawapplicable law, rule or regulation with respect to any Pool Receivable or the related Contract, (iiid) any dispute, claim, offset or defense of the Obligor (other than as a result of discharge in bankruptcy with respect to such Obligor) to the payment of any Receivable in, or purporting to be in, the Receivables Pool resulting from or related to the collection activities with respect to such Receivable, or (e) any failure of the Servicer to comply with perform its duties or obligations in accordance with the Agreement provisions hereof or (iv) any litigationother Transaction Document to which it is a party, proceedings or investigation against the Servicer, excluding, however, (a) excluding only Indemnified Amounts to the extent resulting extent: (a) a final non-appealable judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on of the part of such Indemnified Party, and Party seeking indemnification or (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject due to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (c) The obligations credit risk of the Servicer under this Section 9.2 shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this AgreementObligor. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable by the Servicer pursuant to this Section 9.2.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person which the Servicer Indemnified Parties (as defined below) may have hereunder or under Applicable applicable Law, the Servicer hereby agrees to indemnify each the Indemnified PartyParties, forthwith on demandthe SPV (collectively, “Servicer Indemnified Parties”) from and against any and all damages, losses, claims, liabilities, costs and expenses, including reasonable attorneys’ fees (which attorneys may be employees of any Servicer Indemnified Amounts Party) and disbursements (calculated without duplication all of the foregoing being collectively referred to as “Servicer Indemnified Amounts paid by the Borrower pursuant to Section 9.1 aboveAmounts”) awarded against or incurred by any such Indemnified Party by reason of them in any acts, omissions action or alleged acts or omissions of the Servicer, including, but not limited to (i) any representation or warranty made by proceeding between the Servicer under or in connection with and any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect Indemnified Parties or misleading in between any material respect when made or deemed made, (ii) the failure by of the Servicer to comply with Indemnified Parties and any Applicable Law, (iii) the third party or otherwise arising out of or as a result of any failure of the Servicer to comply with perform its duties or obligations in accordance with the provisions of this Agreement or (iv) any litigation, proceedings or investigation against the Servicerother Transaction Documents, excluding, however, (ai) Servicer Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Servicer Indemnified Party, and as finally determined by a court of competent jurisdiction, or (ii) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables. Without limiting the generality of the foregoing, the Servicer shall indemnify each Servicer Indemnified Party for Servicer Indemnified Amounts relating to or resulting from: (a) any representation or warranty made by the Servicer or any of its officers under or in connection with this Agreement, any of the other Transaction Documents, any Servicer Report or any other information or report delivered by the Servicer pursuant hereto, or pursuant to any of the other Transaction Documents which shall have been incomplete, false or incorrect in any respect when made or confirmed; (b) under the failure by the Servicer to comply with any Federalapplicable Law with respect to any Receivable or the related Contract, state or local income the nonconformity of any Receivable or franchise taxes the related Contract with any such applicable Law; (c) the failure by the Servicer to file, or any delay in filing, financing statements, continuation statements, or other Tax imposed similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any of the Affected Assets; (d) the failure of any information contained in any Servicer Report (to the extent produced by the Servicer) to be true and correct in all material respects, or the failure of any other information provided to any Indemnified Party by, or on behalf of, the Servicer to be true and correct in all material respects; (e) the failure by the Servicer to comply with any term, provision or measured by income (covenant contained in this Agreement or any interest of the other Transaction Documents to which it is a party or penalties to perform any of its duties or obligations under the Receivables or related Contracts; (f) the commingling by the Servicer of Collections at any time with respect thereto any other funds; (g) any inability to obtain any judgment in or arising from utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of the Servicer to comply therewithqualify to do business or file any notice of business activity report or any similar report; (h) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions dispute, claim, offset or defense of this indemnity shall run directly to and be enforceable by an injured party subject Obligor to the limitations hereof. If payment of any Receivable resulting from or related to the collection activities of the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts.Receivable; or (bi) If for any reason the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (c) The obligations of the Servicer under this Section 9.2 shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable action taken by the Servicer pursuant to this Section 9.2in the enforcement or collection of any Receivable.

Indemnities by the Servicer. (a) Without limiting any other rights that the Program Agent, any such Person Administrative Agent or any Lender may have hereunder or under Applicable Lawapplicable law, the Servicer hereby agrees to indemnify (and pay upon demand to) each Indemnified Party, forthwith on demand, Party from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party of them arising out of or by reason of any acts, omissions or alleged acts or omissions of (i) the Servicer’s failure to perform any of its servicing duties, includingcovenants or other obligations in accordance with the provisions of this Agreement or any other Facility Document, but not limited to (iii) any representation or warranty made by the Servicer (or any officers of the Servicer), in its capacity as servicer, under or in connection with any Transaction Documents to which it is a partythis Agreement, any Monthly Report, Servicer’s Certificate other Facility Document or any other written information or report delivered by or on behalf of the Servicer pursuant heretohereto or thereto, which shall have been false, false or incorrect or misleading in any material respect when made or deemed made, (iiiii) any statement set forth in Sections 4.02(a), 4.02(e), 4.02(l) or 4.02(o) (deleting for this purpose any exception or qualification otherwise contained therein referring to material adverse effect or any similar concept) not being true and accurate on the date the related representation and warranty is made, or (iv) the Servicer’s failure to obtain licenses in the appropriate jurisdictions required to service the Contracts, without giving effect to any materiality qualifiers, including without limitation, Indemnified Amounts based on or resulting from: (i) the failure by the Servicer to comply with any Applicable Lawapplicable law, rule or regulation with respect to any Contract; (ii) the commingling of Collections of Contracts with other funds; (iii) any investigation, litigation or proceeding related to or arising from this Agreement or any other Facility Document, the transactions contemplated hereby, or any other investigation, litigation or proceeding relating to the Servicer and its servicing duties hereunder in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby; (iv) any action or omission by the Servicer which reduces or impairs the rights of the Program Agent or the Secured Parties (or any of their respective assigns) with respect to any Collateral or the value of any Collateral; (v) the failure of the Servicer to comply with its duties remit any Collections to the Collection Account or obligations otherwise in accordance with the Agreement instruction of the Program Agent, whether by reason of the exercise of setoff rights or otherwise. (ivb) Notwithstanding anything to the contrary contained in Section 8.02(a), the Servicer shall have no obligation to indemnify (and shall not indemnify) any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Party for Indemnified Amounts to the extent resulting that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerationsseeking indemnification. (c) The obligations of the Servicer under this Section 9.2 shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable by the Servicer pursuant to this Section 9.2.

Indemnities by the Servicer. (a) Without limiting any other rights that the Agent, the Purchaser, any such other Affiliated Person or any of their respective Affiliates (each, a "Special Indemnified Party") may have hereunder or under Applicable Lawapplicable law, the Servicer and in consideration of its appointment as Servicer, Columbia Gas of Ohio hereby agrees to indemnify each Special Indemnified Party, forthwith on demand, Party from and against any and all claims, losses and liabilities (including reasonable attorneys' fees) (all of the foregoing being collectively referred to as "Special Indemnified Amounts") arising out of or resulting from any of the following (excluding, however, (a) Special Indemnified Amounts resulting from gross negligence or willful misconduct on the part of such Special Indemnified Party, and (calculated without duplication of Indemnified Amounts paid b) any income taxes or any other tax or fee measured by the Borrower pursuant to Section 9.1 above) awarded against or income incurred by any such Special Indemnified Party by reason arising out of or as a result of this Agreement or the ownership of Receivable Interests or in respect of any acts, omissions Receivable or alleged acts or omissions of the Servicer, including, but not limited to any Contract): (i) any representation or warranty or statement made or deemed made by the Servicer under or in connection with any Transaction Documents to which it is a partythis Agreement, the Sale Agreement or any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, Report which shall have been false, incorrect or misleading in any material respect when made or deemed made, ; (ii) the failure by the Servicer to comply with any Applicable Lawapplicable law, rule or regulation with respect to any Receivable or Contract; (iii) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivables, the Contracts and the Related Security and Collections in respect thereof, whether at the time of any purchase or reinvestment or at any subsequent time; (iv) any failure of the Servicer to comply with perform its duties or obligations in accordance with the provisions of this Agreement or any other Transaction Document; (v) the commingling of Collections of Receivables at any time by the Servicer with other funds; (vi) any action by the Servicer (other than an action required by the Transaction Documents) reducing or impairing the rights of the Agent or the Purchaser with respect to any Receivable or the value of any Receivable; (vii) if Columbia Gas of Ohio has been terminated by the Agent as the Servicer prior to the occurrence of a Servicer Default, any Servicer Fees or other costs and expenses payable to any replacement Servicer, to the extent in excess of the Servicer Fees payable to Columbia Gas of Ohio in its capacity as Servicer hereunder; (viii) any claim brought by any Person other than a Special Indemnified Party arising from any activity by the Servicer or its Affiliates in servicing, administering or collecting any Receivable; or (ix) any change in the Credit and Collection Policy which impairs the collectibility of any Receivable or the ability of the Servicer to perform its obligations under this Agreement. Notwithstanding anything to the contrary in this Agreement, solely for purposes of the Servicer's indemnification obligations in clauses (i) and (iv) any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (c) The obligations of the Servicer under this Section 9.2 shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy 6.06, any representation, warranty or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable covenant qualified by the Servicer pursuant occurrence or non-occurrence of a Material Adverse Effect or similar concepts of materiality shall be deemed to this Section 9.2be not so qualified.

Indemnities by the Servicer. (a) Without limiting any other rights that any such a Buyer Indemnified Person may have hereunder or under Applicable Lawapplicable law, the Servicer hereby agrees to indemnify and hold harmless each Buyer Indemnified Party, forthwith on demand, Person from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded that may be claimed or asserted against or incurred by any such Buyer Indemnified Party by reason Person in connection with or arising out of the collection activities of the Servicer hereunder or out of any actsbreach by the Servicer of its obligations hereunder or under any other Related Document; provided that the Servicer shall not be liable for any indemnification to a Buyer Indemnified Person to the extent that any such Indemnified Amount (x) results from such Buyer Indemnified Person’s gross negligence or willful misconduct, omissions in each case as finally determined by a court of competent jurisdiction, or alleged acts (y) constitutes recourse for uncollectible or omissions uncollected Transferred Receivables as a result of the Servicerinsolvency, includingbankruptcy or the failure (without cause or justification) or inability on the part of the related Obligor to perform its obligations thereunder. Without limiting the generality of the foregoing, but not limited the Servicer shall pay on demand to each Buyer Indemnified Person any and all Indemnified Amounts relating to or resulting from: (i) reliance on any representation or warranty made or deemed made by the Servicer (or any of its officers) under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate this Agreement or any other Related Document (without regard to any qualifications concerning the occurrence or non-occurrence of a Material Adverse Effect or similar concepts of materiality) or on any other information or report delivered by or on behalf of the Servicer pursuant hereto, which hereto or thereto that shall have been false, incorrect or misleading in any material respect when made or deemed made, made or delivered; (ii) the failure by the Servicer to comply with any Applicable Lawterm, provision or covenant contained in this Agreement, any other Related Document or any agreement executed in connection herewith or therewith (without regard to any qualifications concerning the occurrence or non-occurrence of a Material Adverse Effect or similar concepts of materiality), any applicable law, rule or regulation with respect to any Transferred Receivable or the Contract therefor, or the nonconformity of any Transferred Receivable or the Contract therefor with any such applicable law, rule or regulation; (iii) the failure imposition of any Adverse Claim with respect to any Transferred Receivable or the Servicer to comply with its duties or obligations in accordance with Borrower Collateral as a result of any action taken by the Agreement or Servicer; or (iv) the commingling of Collections with respect to Transferred Receivables by the Servicer at any litigation, proceedings time with its other funds or investigation against the Servicer, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part funds of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amountsPerson. (b) If for any reason Any Indemnified Amounts subject to the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (c) The obligations of the Servicer under this Section 9.2 shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 5.02 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable paid by the Servicer pursuant to this Section 9.2the Buyer Indemnified Person entitled thereto within five Business Days following demand therefor.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the The Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Party for Indemnified Amounts (calculated without duplication to the extent arising out of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by resulting from any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to following: (i) the failure of any Pool Receivable represented by the Servicer to be an Eligible Receivable hereunder to be an “Eligible Receivable” at the time of such representation; (ii) reliance on any representation or warranty made or deemed made by the Servicer under this Agreement or in connection with any Transaction Documents other Facility Document to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, false or incorrect or misleading in any material respect when made or deemed made, ; (iiiii) the failure by the Servicer to comply with any Applicable Lawterm, provision or covenant contained in this Agreement, the Purchase Agreement or any Facility Document to which it is party or with any applicable law, tariff, rule or regulation with respect to any Pool Receivable or the Related Security (iiiincluding, without limitation, the covenants with respect to commingling of Collections set forth in Section 5.04(g)); (iv) the failure of any Lock-Box Processor, Approved Sub-servicer or any other third party with a contractual relationship with the Servicer or any of its Affiliates for the acceptance or processing of Collections, to remit any Collections received by it to a Lock-Box or a Deposit Account within two (2) Business Days of receipt; or (v) any action or omission by the Servicer which reduces or impairs the rights or interests of the Program Agent, the Managing Agents or any Lender with respect to any Collateral or the value of any Collateral; (vi) any claim brought by any Person arising from any activity by the Servicer in servicing, administering or collecting any Pool Receivable; (vii) the failure of the Servicer to comply with its duties furnish accurate and complete documentation (including, without limitation, a Contract or obligations in accordance with the Agreement or (ivinvoice) to any litigation, proceedings or investigation against the Servicer, excludingObligor; provided, however, (a) that the Servicer shall not be required to indemnify any Indemnified Amounts Party to the extent of any amounts (x) resulting from the gross negligence or willful misconduct on the part of such Indemnified Party, and or (by) under any Federalconstituting credit recourse for the failure of an Obligor to pay a Pool Receivable, state or local (z) constituting net income or franchise taxes that are imposed by the United States or any other Tax franchise taxes or net income taxes that are imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to by the state or foreign jurisdiction under the laws of which such Indemnified Party is organized or any taxing authoritypolitical subdivision thereof. The provisions of this indemnity shall run directly to and be enforceable by an injured party Any amounts subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (c) The obligations of the Servicer under this Section 9.2 shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 8.02 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable paid by the Servicer pursuant to this Section 9.2the related Indemnified Party within thirty (30) days following demand therefor.

Indemnities by the Servicer. (a) Without limiting any other rights that which the Administrative Agent, each Agent, each Lender or its assignee, the Backup Servicer, the Account Bank, the Collateral Custodian (if not DFC) or any such Person of their respective Affiliates may have hereunder or under Applicable Law, the initial Servicer hereby agrees to indemnify each the Indemnified Party, forthwith on demand, Parties from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by by, any such Indemnified Party by reason arising out of or as a result of the failure of the initial Servicer to perform its obligations under this Agreement, excluding, however, Indemnified Amounts to the extent resulting from the gross negligence, bad faith or willful misconduct on the part of any actsIndemnified Party. Without limiting the foregoing, omissions the initial Servicer shall indemnify the Indemnified Parties for Indemnified Amounts relating to or alleged acts or omissions of the Servicer, including, but not limited to resulting from: (i) reliance on any representation or warranty made or deemed made by the Servicer or any of its respective officers under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate this Agreement or any other information or report delivered by or on behalf of the Servicer pursuant heretoBasic Document, which shall have been false, false or incorrect or misleading in any material respect when made or deemed made, made or delivered; (ii) the failure by the Servicer to comply with any Applicable Lawterm, (iii) the provision or covenant contained in this Agreement or any other Basic Document to which it is a party or a failure of by the Servicer to comply with any term, provision or covenant contained in any agreement executed in connection with this Agreement or any other Basic Document, or with any Applicable Law with respect to any Contract or Receivable, the related Financed Vehicle or the non-conformity of any Contract with any such Applicable Law and any failure by DFC to perform its respective duties under the Contracts and Receivables included as a part of the Collateral; (iii) for so long as DFC is the Servicer, the failure to vest and maintain vested in the Administrative Agent a valid and enforceable security interest in any or obligations all of the Collateral or a valid and enforceable first priority perfected security interest in any or all of the Collateral; (iv) for so long as DFC is the Servicer, the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws with respect to the Collateral, whether at the time of a Loan or at any subsequent time and as required by the Basic Documents; (v) any dispute, claim, offset or defense (other than the discharge in bankruptcy of the related Obligor) of an Obligor to the payment of any Receivable comprising a portion of the Collateral which is, or is purported to be, an Eligible Receivable (including a defense based on the Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with the Agreement or (ivits terms) any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on claim resulting from the sale or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions financing of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable Financed Vehicle related to such Indemnified Party Receivable (other than 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (c) The obligations of the Servicer under this Section 9.2 shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, of the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable by the Servicer pursuant to this Section 9.2.); 131

Indemnities by the Servicer. (a) Without limiting any other rights that any such an Indemnified Person may have hereunder or under Applicable Lawapplicable law, the Servicer hereby agrees to indemnify and hold harmless each Indemnified Party, forthwith on demand, Person from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded that may be claimed or asserted against or incurred by any such Indemnified Party by reason Person in connection with or arising out of any actsbreach by the Servicer of its obligations hereunder or under any other Related Document; provided, omissions that the Servicer shall not be liable for any indemnification to an Indemnified Person to the extent that any such Indemnified Amount (x) results from such Indemnified Person's gross negligence or alleged acts willful misconduct, in each case as finally determined by a court of competent jurisdiction, or omissions (y) constitutes recourse for uncollectible or uncollected Transferred Receivables as a result of the Servicerinsolvency, includingbankruptcy or lack of creditworthiness of any Obligor. Without limiting the generality of the foregoing, but not limited the Servicer shall pay on demand to each Indemnified Person any and all Indemnified Amounts relating to or resulting from: (i) reliance on any representation or warranty made or deemed made by the Servicer (or any of its officers) under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate this Agreement or any other Related Document or on any other information or report delivered by or on behalf of the Servicer pursuant hereto, which hereto or thereto that shall have been false, incorrect or misleading in any material respect when made or deemed made, made or delivered; (ii) the failure by the Servicer to comply with any Applicable Lawterm, provision or covenant contained in this Agreement, any other Related Document or any agreement executed in connection herewith or therewith, any applicable law, rule or regulation with respect to any Transferred Receivable or the Contract therefor, or the nonconformity of any Transferred Receivable or the Contract therefor with any such applicable law, rule or regulation; (iii) the failure imposition of any Adverse Claim with respect to any Transferred Receivable or the Servicer to comply with its duties or obligations in accordance with Borrower Collateral as a result of any action taken by the Agreement or Servicer; or (iv) the commingling of Collections with respect to Transferred Receivables by the Servicer at any litigation, proceedings time with its other funds or investigation against the Servicer, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part funds of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amountsPerson. (b) If for any reason Any Indemnified Amounts subject to the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (c) The obligations of the Servicer under this Section 9.2 shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 12.02 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable paid by the Servicer pursuant to this Section 9.2the Indemnified Person entitled thereto within five Business Days following demand therefor.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason of any acts, acts or omissions or alleged acts or omissions of the ServicerServicer under the Transaction Documents, including, but not limited to (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the this Agreement or any other Transaction Document, or (iv) any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts to the extent resulting from fraud, gross negligence or willful misconduct on the part of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. Notwithstanding anything contained in this Section 10.2, (x) no Successor Servicer shall be liable for the actions or omissions (or claims arising out of the alleged acts or omissions) of a predecessor Servicer, and (y) no Servicer shall be so required to indemnify an Indemnified Party or to otherwise be liable to an Indemnified Party for any losses in respect of the non-performance of the Transferred Loans, the creditworthiness of the Obligors with respect to the Transferred Loans, changes in the market value of the Transferred Loans or other similar investment risks associated with the Transferred Loans arising from a breach of any representation or warranty if the effect of such indemnity would be to provide credit recourse for the performance of the Transferred Loans. The provisions of this indemnity shall run directly to and be enforceable by an injured party the applicable Indemnified Party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 10.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) Any amounts subject to the indemnification provisions of this Section 10.2 shall be paid by the Servicer within 10 Business Days following such Person’s demand therefor. (c) If for any reason the indemnification provided above in this Section 9.2 10.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (cd) The obligations of the Servicer under this Section 9.2 10.2 shall survive the resignation or removal of the Administrative Agent Agent, the Backup Servicer or any Managing Agents the Trustee and the execution, delivery, performance and termination of this AgreementAgreement for a period of three years following the Termination Date, regardless of any investigation made by the Lenders or the Agent. (de) The parties hereto agree that the provisions of this Section 9.2 10.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related ObligorObligor on, on any Transferred Loan. (ef) The Servicer shall not be permitted to liquidate any of the Collateral to pay any Any indemnification payable by the Servicer pursuant to this Section 9.210.2 shall not be payable from the Collateral.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a partyDocument, any Monthly Servicing Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement Agreement, or (iv) any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts . The parties agree that the provisions of this Section 11.2 shall not be interpreted to provide recourse to the extent resulting from gross negligence Servicer against loss by reason of the bankruptcy, insolvency or willful misconduct on the part lack of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties creditworthiness of an Obligor with respect thereto or arising from to a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authorityLoan. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason Any amounts subject to the indemnification provided above in provisions of this Section 9.2 is unavailable 11.2 shall be paid by the Servicer to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to within five Business Days following 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerationsPerson’s demand therefor. (c) The Servicer shall have no liability for making indemnification hereunder to the extent any such indemnification constitutes recourse for uncollectible or uncollected Loans. (d) The obligations of the Servicer under this Section 9.2 11.2 shall survive the resignation or removal of the Administrative Agent or any Managing Agents the Trustee and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any Any indemnification payable by the Servicer pursuant to this Section 9.211.2 shall not be payable from the Collateral.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person Indemnified Party may have hereunder or under Applicable Lawapplicable law, the Servicer hereby agrees to indemnify and hold harmless each Indemnified Party, forthwith on demand, Party from and against any and all Indemnified Amounts arising out of or resulting from (calculated without duplication whether directly or indirectly): (a) the failure of Indemnified Amounts paid by any information contained in any Information Package or Weekly Report, as of the Borrower date such Information Package or Weekly Report is delivered pursuant to Section 9.1 aboveSections 1(a)(ii) awarded against and 2(a)(ii) or incurred by Sections 1(a)(iii) and 2(a)(iii), as applicable, of Exhibit IV to be true and correct, or the failure of any other information provided to such Indemnified Party by reason by, or on behalf of, the Servicer to be true and correct in all material respects, (b) the failure of any actsrepresentation, omissions warranty or alleged acts statement made or omissions of the Servicer, including, but not limited to (i) any representation or warranty deemed made by the Servicer (or any of its officers) under or in connection with this Agreement or any other Transaction Documents Document to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf to have been true and correct as of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when date made or deemed made, (iic) the failure by the Servicer to comply with any Applicable Lawapplicable law, rule or regulation with respect to any Pool Receivable or the related Contract, (iiid) any dispute, claim, offset or defense of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool resulting from or related to the collection activities with respect to such Receivable or (e) any failure of the Servicer to comply with perform its duties or obligations in accordance with the Agreement provisions hereof or (iv) any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts other Transaction Document to which it is a party; excluding only such amounts to the extent resulting a final judgment of a court of competent jurisdiction holds that such amounts resulted from gross negligence or willful misconduct on of the part Indemnified Party seeking indemnification; provided, however that nothing contained in this sentence shall limit the liability of such Seller or the Servicer or limit the recourse of any Indemnified Party, and (b) under Party to the Seller or the Servicer for any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required amounts otherwise specifically provided to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If Seller or the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amountshereunder. (b) If for any reason the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (c) The obligations of the Servicer under this Section 9.2 shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable by the Servicer pursuant to this Section 9.2.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of (1) the Servicer, including, but not limited to (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a partyDocument, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement, (iv) the failure by the Servicer to comply with any of the covenants relating to any Hedging Agreement in accordance with the Transaction Documents, or (ivv) any litigation, proceedings or investigation against the ServicerServicer and (2) any Affiliate of CapitalSource Inc., excluding, however, including but not limited to in connection with (ai) Indemnified Amounts to its actions as collateral agent of the extent resulting from gross negligence or willful misconduct on security and payment agent for holders of Agented Loans and (ii) its origination of Assets and the part subsequent transfer of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure Assets to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authorityCapitalSource Finance. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason Any amounts subject to the indemnification provided above in provisions of this Section 9.2 is unavailable 11.2 shall be paid by the Servicer to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to within five Business Days following 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerationsPerson’s demand therefor. (c) The Servicer shall have no liability for making indemnification hereunder to the extent any such indemnification constitutes recourse for uncollectible or uncollected Assets. (d) The obligations of the Servicer under this Section 9.2 11.2 shall survive the resignation or removal of the Administrative Agent Agent, the Purchaser Agents, the Backup Servicer or any Managing Agents the Collateral Custodian and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any Any indemnification payable by the Servicer pursuant to this Section 9.211.2 shall not be payable from the Collateral.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the The Servicer hereby agrees to indemnify each and hold harmless the Borrower, the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party, forthwith on demand”), from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against loss, liability, expense, damage or incurred by any such Indemnified Party injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions of the Servicerevents referenced in clauses (i) through (vii) below, includingincluding any judgment, but not limited award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”): (i) any representation representation, warranty or warranty statement made or deemed made by the Servicer (or any of its respective officers) under or in connection with any Transaction Documents to which it is a partythis Agreement, any Monthly Reportof the other Transaction Documents, Servicer’s Certificate any Information Package or any other written information or report (other than projections, forward-looking statements and information of a general economic or industry nature) delivered by or on behalf of the Servicer pursuant hereto, hereto which shall have been false, untrue or incorrect or misleading in any material respect when made or deemed made, ; (ii) the failure by the Servicer to comply with any Applicable Law with respect to any Pool Receivable or the related Contract, or the failure of any Pool Receivable or the related Contract to conform to any such Applicable Law, ; (iii) the any failure of the Servicer to comply with its duties or covenants, obligations and agreements contained in accordance with the this Agreement or any other Transaction Document to which it is a party in its capacity as Servicer; (iv) the commingling of Collections and Deemed Collections of Pool Receivables at any litigation, proceedings time with other funds; (v) any failure of a Collection Account Bank to comply with the terms of the applicable Account Control Agreement or investigation against any amounts payable by the Servicer, Administrative Agent to a Collection Account Bank under any Account Control Agreement; (vi) any failure or delay in invoicing any Pool Receivable; or (vii) any Pool Receivable which the Servicer includes as an Eligible Receivable on any Information Package as part of the Net Receivables Pool Balance but which is not an Eligible Receivable at such time of such Information Package; excluding, howeverin each case above, (ax) Servicer Indemnified Amounts to the extent resulting a final judgment of a court of competent jurisdiction holds that such Servicer Indemnified Amounts resulted from the bad faith, gross negligence or willful misconduct on by the part of such Servicer Indemnified PartyParty seeking indemnification, (y) Taxes that are both (A) covered by Section 5.03 and (bB) under any Federal, state or local income or franchise taxes or any other not attributable to a non-Tax imposed on or measured by income Servicer Indemnified Amount and (or any interest or penalties with respect thereto or arising from a failure to comply therewithz) required to be paid by such Servicer Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject Amounts to the limitations hereof. If extent the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others same includes losses in respect of such Indemnified AmountsPool Receivables that are uncollectible solely on account of the insolvency, bankruptcy or lack of creditworthiness of the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amountsrelated Obligor. (b) If for any reason the foregoing indemnification provided above in this Section 9.2 is unavailable to the any Servicer Indemnified Party or is insufficient to hold an Indemnified Party it harmless, then the Servicer shall contribute to the amount paid or payable to by such Servicer 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 economic interests of the Servicer on the one hand and such Servicer Indemnified Party on the other hand but also in the matters contemplated by this Agreement as well as the relative fault of the Servicer and such Servicer Indemnified Party as well as with respect to such loss, claim, damage or liability and any other relevant equitable considerations. (c) . The reimbursement, indemnity and contribution obligations of the Servicer under this Section 9.2 shall be in addition to any liability which the Servicer may otherwise have, shall extend upon the same terms and conditions to Servicer Indemnified Party, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Servicer and the Servicer Indemnified Parties. (c) Any indemnification or contribution under this Section shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable by the Servicer pursuant to this Section 9.2.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the The Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Party for Indemnified Amounts (calculated without duplication arising out of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by resulting from any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to following: (i) reliance on any representation or warranty made or deemed made by the Servicer under this Agreement or in connection with any Transaction Documents other Facility Document to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, false or incorrect or misleading in any material respect when made or deemed made, ; and (ii) the failure by the Servicer to comply with any Applicable Lawterm, provision or covenant contained in this Agreement, the Sale Agreement or any Facility Document to which it is party or with any applicable law, rule or regulation with respect to any Transferred Receivable or the Related Security (iii) including, without limitation, the failure covenants with respect to commingling of Collections set forth in Section 5.04(a)(vii)). provided, that the Servicer shall not be required to comply with its duties or obligations in accordance with the Agreement or (iv) indemnify any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts Party to the extent of any amounts (w) resulting from the gross negligence or willful misconduct on the part of such Indemnified Party or any member of such Indemnified Party's Purchase Group, and or (bx) under any Federalconstituting recourse for, state the lack of creditworthiness of an Obligor or local the failure of an Obligor to pay a Transferred Receivable due to bankruptcy, insolvency or the financial inability of such Obligor to pay such Transferred Receivable, or (y) constituting net income taxes that are imposed by the United States or franchise taxes or any other Tax net income taxes that are imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions by the state or foreign jurisdiction under the laws of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to which such Indemnified Party is organized or in which it is otherwise doing business or any political subdivision thereof, arising out of or as a result of such lossthis Agreement or the ownership of Purchased Interests or in respect of any Transferred Receivable or any Contract, claim, damage or liability in such proportion as is appropriate to reflect (z) which other provisions of this Agreement expressly provide are not only the relative benefits received payable by such Indemnified Party on the one hand and Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (c) The obligations of the Servicer under this Section 9.2 shall survive hereunder. Any amounts subject to the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that the indemnification provisions of this Section 9.2 8.02 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable paid by the Servicer pursuant to this Section 9.2the related Indemnified Party within five (5) Business Days following demand therefor.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, Party forthwith on demand, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the ServicerServicer arising out of a breach of its obligations and duties under this Agreement and each other Transaction Document to which it is a party, including, but not limited to (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate Document or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with this Agreement and the Agreement other Transaction Documents to which it is a party, (iv) any gross negligence, willful misconduct, bad faith or fraud on the part of the Servicer or (ivv) any litigation, proceedings or investigation against the Servicer in connection with any Transaction Document or its role as Servicer hereunder solely to the extent arising from the Servicer, ’s breach of its obligations and duties under this Agreement or any other Transaction Document to which it is a party excluding, however, (a) any Indemnified Amounts to the extent resulting from gross negligence or negligence, willful misconduct or fraud on the part of such any Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party Indemnified Party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason Any amounts subject to the indemnification provided above in provisions of this Section 9.2 is unavailable 10.2 shall be paid by the Servicer to the applicable Indemnified Party or is insufficient to hold an Indemnified Party harmless, then within ten (10) Business Days following receipt by the Servicer shall contribute to of the amount paid or payable to 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerationsAdministrative Agent’s written demand therefor. (c) For the avoidance of doubt, the Servicer shall have no liability for making indemnification hereunder to the extent any such indemnification constitutes recourse for uncollectible or uncollected Loans. (d) The obligations of the Servicer under this Section 9.2 10.2 shall survive the resignation or removal of the Administrative Agent, the Collateral Agent or any Managing Agents and the termination of this Agreement. (de) The parties hereto agree that the provisions of Any indemnification pursuant to this Section 9.2 10.2 shall not be interpreted to provide recourse to payable from the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred LoanCollateral. (ef) The Notwithstanding anything contained in this Section 10.2 or otherwise in this Agreement or in any other Transaction Document, the Servicer shall not be permitted liable to liquidate the Administrative Agent, the Lenders, any of the Collateral to pay Secured Parties or any indemnification payable by the Servicer pursuant to other Person for any consequential (including loss of profit), indirect, special or punitive damages of any kind whatsoever under this Section 9.2Agreement or any other Transaction Document.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person Indemnified Party may have hereunder or under Applicable Lawapplicable law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, Party from and against any and all Indemnified Amounts arising out of or resulting from (calculated without duplication whether directly or indirectly): (a) the failure of Indemnified Amounts paid by any information contained in a Servicer Report to be true and correct in any material respect, or the Borrower pursuant failure of any other information provided to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason in connection with this Agreement and the other Transaction Documents by, or on behalf of, the Servicer to be true and correct in any material respect, (b) the failure of any actsrepresentation, omissions warranty or alleged acts statement made or omissions of the Servicer, including, but not limited to (i) any representation or warranty deemed made by the Servicer (or any of its officers) under or in connection with this Agreement or any other Transaction Documents Document to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf party to have been true and correct in all material respects as of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when date made or deemed made, (iic) the failure by the Servicer to comply with any Applicable Lawapplicable law, rule or regulation with respect to any Pool Receivable or the related Contract, (iiid) any dispute, claim, offset or defense of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool resulting from or related to the collection activities of the Servicer with respect to such Receivable, (e) the commingling of Collections at any time with any other funds, or (f) any failure of the Servicer to comply with perform its duties or obligations in accordance with the Agreement provisions hereof or (iv) any litigationother Transaction Document to which it is a party; provided, proceedings or investigation against that in no event shall the Servicer, excluding, however, (a) Servicer be required to indemnify any Indemnified Party in respect of Indemnified Amounts to the extent resulting from the gross negligence or willful misconduct on of the part of such Indemnified PartyParty seeking indemnification; and provided, and (b) under any Federalfurther, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required that no Indemnified Party shall be entitled to be paid indemnified for the same Indemnified Amounts by such Indemnified Party in connection herewith to any taxing authorityeach of the Seller and the Servicer. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment Indemnification pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to be payable directly by the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (c) The obligations of the Servicer under this Section 9.2 shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to payable from the Servicer against loss by reason of Pool Receivables or the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred LoanPool Assets. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable by the Servicer pursuant to this Section 9.2.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a partyDocument, any Monthly Servicing Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement, (iv) the failure by the Servicer to comply with any of the covenants relating to the Hedging Agreement in accordance with the Transaction Documents, or (ivv) any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason Any amounts subject to the indemnification provided above in provisions of this Section 9.2 is unavailable 11.2 shall be paid by the Servicer to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to within five Business Days following 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerationsPerson’s demand therefor. (c) The Servicer shall have no liability for making indemnification hereunder to the extent any such indemnification constitutes recourse for uncollectible or uncollected Loans. (d) The obligations of the Servicer under this Section 9.2 11.2 shall survive the resignation or removal of the Administrative Agent Agent, the Purchaser Agents, the Backup Servicer or any Managing Agents the Trustee and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any Any indemnification payable by the Servicer pursuant to this Section 9.211.2 shall not be payable from the Collateral.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person the Indemnified Parties may have hereunder or under Applicable Lawapplicable law, and in consideration of its appointment as Servicer, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, Party from and against any and all damages, losses, claims, liabilities, deficiencies, costs, disbursements and expenses, including, without limitation, interest, penalties, amounts paid in settlement and reasonable attorneys' fees (all of the foregoing being collectively referred to as "Special Indemnified Amounts") arising out of or resulting from any of the following (excluding, however, (a) Special Indemnified Amounts (calculated without duplication to the extent a final non-appealable judgment of a court of competent jurisdiction finds that such Special Indemnified Amounts paid by resulted from gross negligence or willful misconduct on the Borrower pursuant to Section 9.1 above) awarded against or incurred by any part of such Indemnified Party and (b) any income taxes or any other tax or fee measured by reason income incurred by such Indemnified Party arising out of or as a result of this Agreement or the ownership of Receivable Interests or in respect of any acts, omissions Receivable or alleged acts or omissions of the Servicer, including, but not limited to any Contract): (i) any representation representation, warranty, certification, report or warranty other statement made or deemed made by the Servicer under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate this Agreement or any other information or report delivered by or on behalf of the Servicer pursuant hereto, Transaction Document which shall have been false, incorrect or misleading in any material respect when made or deemed made, ; (ii) the failure by the Servicer to comply with any Applicable Law, applicable Law with respect to any Receivable or Contract; (iii) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivables, the Contracts and the Related Security and Collections in respect thereof, whether at the time of any purchase or reinvestment or at any subsequent time; (iv) any failure of the Servicer to comply with perform its duties or obligations in accordance with the provisions of this Agreement or any other Transaction Document; (v) the commingling of Collections of Receivables at any time by the Servicer or any of its Affiliates (other than the Seller) with other funds; (vi) any action by the Servicer (other than an action required by the Transaction Documents) reducing or impairing the rights of the Administrative Agent, the Conduit Purchasers or the Committed Purchasers with respect to any Receivable or the value of any Receivable; (vii) any Servicing Fees or other costs and expenses payable to any replacement Servicer, to the extent in excess of the Servicing Fees payable to Medco in its capacity as Servicer hereunder; (viii) any claim brought by any Person other than an Indemnified Party arising from any activity by the Servicer or its Affiliates in servicing, administering, billing or collecting any Receivable; or (ix) any change in the Credit and Collection Policy which impairs the collectibility of any Receivable or the ability of the Servicer to perform its obligations under this Agreement. Notwithstanding anything to the contrary in this Agreement, solely for purposes of the Servicer's indemnification obligations in clauses (i) and (iv) of this Section 6.06, any litigationrepresentation, proceedings warranty or investigation against covenant qualified by the Serviceroccurrence or non-occurrence of a Material Adverse Effect or similar concepts of materiality shall be deemed to be not so qualified. It is expressly agreed and understood by the parties hereto (x) that the foregoing indemnification is not intended to, excludingand shall not, howeverconstitute a guarantee of collectibility or payment of the Receivables and (y) that nothing in this Section 6.06 shall require the Servicer to indemnify any Person for Receivables that are not collected, (a) Indemnified Amounts not paid or uncollectible solely on account of the insolvency, bankruptcy, or financial inability to pay of the applicable Obligor except to the extent resulting from gross negligence or willful misconduct on the part of such any Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or Amounts arising from a failure to comply therewith) required to be paid by the improper characterization of any such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amountsReceivables as Eligible Receivables. (b) If for any reason the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (c) The obligations of the Servicer under this Section 9.2 shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable by the Servicer pursuant to this Section 9.2.

Indemnities by the Servicer. (a) Without limiting any other rights that the Program Agent, any such Person Administrative Agent or any Lender may have hereunder or under Applicable Lawapplicable law, the Servicer hereby agrees to indemnify (and pay upon demand to) each Indemnified Party, forthwith on demand, Party from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party of them arising out of or by reason of any acts, omissions or alleged acts or omissions of (i) the Servicer’s failure to perform any of its servicing duties, includingcovenants or other obligations in accordance with the provisions of this Agreement or any other Facility Document, but not limited to (iii) any representation or warranty made by the Servicer (or any officers of the Servicer), in its capacity as servicer, under or in connection with any Transaction Documents to which it is a partythis Agreement, any Monthly Report, Servicer’s Certificate other Facility Document or any other written information or report delivered by or on behalf of the Servicer pursuant heretohereto or thereto, which shall have been false, false or incorrect or misleading in any material respect when made or deemed made, (iiiii) any statement set forth in Sections 4.02(a), 4.02(e), 4.02(l) or 4.02(o) (deleting for this purpose any exception or qualification otherwise contained therein referring to material adverse effect or any similar concept) not being true and accurate on the date the related representation and warranty is made, or (iv) the Servicer’s failure to obtain licenses in the appropriate jurisdictions required to service the Contracts, without giving effect to any materiality qualifiers, including without limitation, Indemnified Amounts based on or resulting from: (1) the failure by the Servicer to comply with any Applicable Lawapplicable law, rule or regulation with respect to any Contract; (iii2) the commingling of Collections of Contracts with other funds; (3) any investigation, litigation or proceeding related to or arising from this Agreement or any other Facility Document, the transactions contemplated hereby, or any other investigation, litigation or proceeding relating to the Servicer and its servicing duties hereunder in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby; (4) any action or omission by the Servicer which reduces or impairs the rights of the Program Agent or the Secured Parties (or any of their respective assigns) with respect to any Collateral or the value of any Collateral; or (5) the failure of the Servicer to comply with its duties remit any Collections to the Collection Account or obligations otherwise in accordance with the Agreement instruction of the Program Agent, whether by reason of the exercise of setoff rights or otherwise. (ivb) Notwithstanding anything to the contrary contained in Section 8.02(a), the Servicer shall have no obligation to indemnify (and shall not indemnify) any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Party for Indemnified Amounts to the extent resulting that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerationsseeking indemnification. (c) The obligations of the Servicer under this Section 9.2 shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable by the Servicer pursuant to this Section 9.2.

Indemnities by the Servicer. (a) Without limiting any other rights that which the Program Agent or any such Person Purchaser may have hereunder or under Applicable Lawapplicable law, the Servicer hereby agrees to indemnify the Program Agent and each Purchaser and their respective officers, directors, agents and employees (each an "Indemnified Party, forthwith on demand, ") from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys' fees (which attorneys may be employees of the Program Agent or such Purchaser) and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 aboveAmounts") awarded against or incurred by any of them arising out of or as a result of Transaction Documents, excluding, however: (i) Indemnified Amounts to the extent that final judgment of a court of competent jurisdiction holds such Indemnified Party by reason of any acts, omissions Amounts resulted from gross negligence or alleged acts or omissions willful misconduct on the part of the ServicerIndemnified Party seeking indemnification; or (ii) Indemnified Amounts to the extent the same includes losses in respect of Eligible Receivables which are wholly or partially uncollectible on account of the insolvency, includingbankruptcy or lack of credit worthiness of the related Obligor or the failure of such Collections to cover interest and principal owed to a Class A Certificateholder; provided, but not limited however, that nothing contained in this sentence shall limit the liability of the Servicer or limit the recourse of the Purchasers to the Servicer for amounts otherwise specifically provided to be paid by the Servicer under the terms of the Transaction Documents. Without limiting the generality of the foregoing indemnification, the Servicer shall indemnify the Program Agent and the Purchasers for Indemnified Amounts resulting from: (i) any representation or warranty made by the Servicer (or any officers of the Servicer) under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate Document or any other information or report delivered by or on behalf of the Servicer pursuant heretothereto, which shall have having been false, false or incorrect or misleading in any material respect when made or deemed made, ; (ii) the failure by the Servicer to comply with any Applicable Lawapplicable law, rule or regulation with respect to any Receivable related thereto, or the nonconformity of any Receivable included therein with any such applicable law, rule or regulation; (iii) the any material failure of the Servicer to comply with perform its duties or obligations in accordance with the Agreement or provisions of any Transaction Document; (iv) any litigation, proceedings offset or investigation against defense (other than discharge in bankruptcy of the Servicer, excluding, however, (aObligor) Indemnified Amounts of the Obligor to the extent resulting from gross negligence or willful misconduct payment of any Receivable (including, without limitation, a defense based on the part such Receivable not being a legal, valid and binding obligation of such Indemnified PartyObligor enforceable against it in accordance with its terms), and or any Credit Memo granted (bother than for credit losses) under or any Federalproducts liability or warranty claim arising out of or in connection with the sale of merchandise which gave rise to the Receivable, state or local income or franchise taxes or any other Tax imposed on claim relating to the furnishing or measured failure to furnish such merchandise; (v) the commingling of Collections of Receivables at any time with other funds; (vi) any investigation, litigation or proceeding brought by income (or any interest or penalties with respect thereto a third party related to or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof Transaction Document and the recipient thereafter collects transactions contemplated thereby, or any payments from others in respect of such Indemnified Amountsother investigation, the recipient shall repay litigation or proceeding brought by a third party relating to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for which any reason the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to such Indemnified Party becomes involved 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (c) The obligations of the Servicer under this Section 9.2 shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay transactions contemplated thereby other than any indemnification payable by investigation or proceeding arising from (i) the Servicer pursuant to this Section 9.2.gross negligence or wilful misconduct of the Program Agent and/or one or more of the Purchasers or (ii) the unlawful conduct of the Program Agent and/or one or more of the Purchasers; and

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person Indemnified Party may have hereunder or under Applicable Lawapplicable law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, Party from and against any and all Indemnified Amounts arising out of, relating to or resulting from (calculated without duplication whether directly or indirectly): (a) the failure of Indemnified Amounts paid by any information contained in an Information Package to be true and correct, or the Borrower pursuant failure of any other information provided to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason by, or on behalf of, the Servicer to be true and correct, (b) the failure of any actsrepresentation, omissions warranty or alleged acts statement made or omissions of the Servicer, including, but not limited to (i) any representation or warranty deemed made by the Servicer (or any of its officers) under or in connection with this Agreement or any other Transaction Documents Document to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf party to have been true and correct as of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when date made or deemed made in all respects when made, (iic) the failure by the Servicer to comply with any Applicable Lawapplicable law, rule or regulation with respect to any Pool Receivable or the related Contract and the servicing thereof, (iiid) any dispute, claim, offset or defense of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool resulting from or related to the collection activities with respect to such Receivable, (e) any failure of the Servicer to comply with perform its duties or obligations in accordance with the Agreement or (iv) any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes provisions hereof or any other Tax imposed on or measured by income Transaction Document to which it is a party, (f) the failure to have filed, or any interest delay in filing, financing statements or penalties other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect thereto to any Receivables in, or arising from a failure to comply therewith) required purporting to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to in, the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof Receivables Pool and the recipient thereafter collects other Pool Assets, whether at the time of any payments from others in respect of such Indemnified AmountsPurchase or reinvestment or at any subsequent time, that are necessary to perfect on a first priority basis the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (c) The obligations security interest of the Servicer under this Section 9.2 shall survive the resignation Administrator therein or removal of the Administrative Agent or (g) any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable commingling by the Servicer pursuant to this Section 9.2of Collections at any time with other funds.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person which the Indemnified Parties may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each the Indemnified Party, forthwith on demand, Parties from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by by, any such Indemnified Party by reason or other non-monetary damages of any acts, omissions such Indemnified Party relating to or alleged acts or omissions arising from any of the Servicerfollowing, includingexcluding, but not limited however, Indemnified Amounts to the extent resulting from the gross negligence, bad faith or willful misconduct on the part of any Indemnified Party: (i) reliance on any representation or warranty made or deemed made by the Servicer Borrower, the Servicer, any of their respective Affiliates or any of their respective officers under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant heretothis Agreement, which shall have been false, false or incorrect or misleading in any material respect when made or deemed made, made or delivered; (ii) the failure by the Servicer to comply with (a) any term, provision or covenant contained in this Agreement or any other Basic Document or (b) any term, provision or covenant contained in any agreement executed in connection with this Agreement or any other Basic Document, or with any Applicable LawLaw with respect to any Receivable, the non-conformity of any Receivable with any such Applicable Law and any failure by the Originator to perform its respective duties under the Receivables or (c) any Applicable Law in the operation of Regional Management; (iii) the any failure of by the Servicer to comply with perform any of its other duties or obligations in accordance with the Agreement or provisions of this Agreement; (iv) the failure to vest and maintain vested in the Administrative Agent a valid and enforceable first priority perfected security interest in the Collateral; (v) the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws with respect to the Collateral, whether at the time of a Loan or at any subsequent time and as required by the Basic Documents; (vi) any litigation, proceedings proceeding or investigation against the Servicer, excluding, however, (a) Indemnified Amounts before any Governmental Authority (1) in respect of any Receivable included as part of the Collateral, (2) relating to the extent use of the proceeds of the Loan or (3) related to this Agreement (A) that is not commenced by the Indemnified Party or (B) if so commenced, in which such Indemnified Party is not the prevailing party; provided, that no Indemnified Party shall be entitled to any indemnification for any item described in this clause resulting from such Indemnified Party’s gross negligence or willful misconduct on the part of such Indemnified Party, and or (b) under any Federalrelating to or arising from the Basic Documents, state or local income or franchise taxes the transactions contemplated hereby and thereby, the use of proceeds of the Loan by the Servicer or any other Tax imposed on investigation, litigation or measured proceeding relating to the Borrower or the Servicer in which any Indemnified Party becomes involved as a result of any of the transactions contemplated by income the Basic Documents; (vii) entering into or giving or withholding any amendments or supplements or waivers or consents (including review and analysis thereof) with respect to the Basic Documents or any interest other document or instrument delivered pursuant hereto or thereto (whether or not the same is finally agreed to) if the same is requested by the Servicer, or is required or necessary under the Basic Documents; (viii) any and all civil penalties with respect thereto or arising from a failure to comply therewithfines assessed by OFAC against, and all reasonable costs and expenses (including attorneys’ fees and disbursements) required to be paid by such Indemnified Party incurred in connection herewith to with the defense thereof by any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to such Indemnified Party as a result of such loss, claim, damage funding all or liability in such proportion as is appropriate to reflect not only any portion of the relative benefits received by such Indemnified Party on Loan or the one hand and Servicer on acceptance of payments or of Collateral due under the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations.Basic Documents; or (cix) The obligations of the commingling by the Servicer under this of any Collections with other funds. Any amounts subject to the indemnification provisions of Section 9.2 11.01 payable by the Servicer, to the extent not promptly paid by the Servicer, shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that be paid pursuant to the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan2.08. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable by the Servicer pursuant to this Section 9.2.

Indemnities by the Servicer. (a) Without limiting any other rights that any such a Buyer Indemnified Person may have hereunder or under Applicable Lawapplicable law, the Servicer hereby agrees to indemnify and hold harmless each Buyer Indemnified Party, forthwith on demand, Person from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded that may be claimed or asserted against or incurred by any such Buyer Indemnified Party by reason Person in connection with or arising out of the collection activities of the Servicer hereunder or out of any actsbreach by the Servicer of its obligations hereunder or under any other Related Document; provided, omissions that the Servicer shall not be liable for any indemnification to a Buyer Indemnified Person to the extent that any such Indemnified Amount (x) results from such Buyer Indemnified Person’s gross negligence or alleged acts willful misconduct, in each case as finally determined by a court of competent jurisdiction, or omissions (y) constitutes recourse for uncollectible or uncollected Transferred Receivables as a result of the Servicerinsolvency, includingbankruptcy or the failure (without cause or justification) or inability on the part of the related Obligor to perform its obligations thereunder. Without limiting the generality of the foregoing, but not limited the Servicer shall pay on demand to each Buyer Indemnified Person any and all Indemnified Amounts relating to or resulting from: (i) reliance on any representation or warranty made or deemed made by the Servicer (or any of its officers) under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate this Agreement or any other Related Document (without regard to any qualifications concerning the occurrence or non-occurrence of a Material Adverse Effect or similar concepts of materiality) or on any other information or report delivered by or on behalf of the Servicer pursuant hereto, which hereto or thereto that shall have been false, incorrect or misleading in any material respect when made or deemed made, made or delivered; (ii) the failure by the Servicer to comply with any Applicable Lawterm, provision or covenant contained in this Agreement, any other Related Document or any agreement executed in connection herewith or therewith (without regard to any qualifications concerning the occurrence or non-occurrence of a Material Adverse Effect or similar concepts of materiality), any applicable law, rule or regulation with respect to any Transferred Receivable or the Contract therefor, or the nonconformity of any Transferred Receivable or the Contract therefor with any such applicable law, rule or regulation; (iii) the failure imposition of any Adverse Claim with respect to any Transferred Receivable or the Servicer to comply with its duties or obligations in accordance with Borrower Collateral as a result of any action taken by the Agreement or Servicer; (iv) any litigation, proceedings Event of Servicer Termination described in Section 8.01(c) or investigation against (d); (v) the Servicer, excluding, however, (a) Indemnified Amounts commingling of Collections with respect to Transferred Receivables by the extent resulting from gross negligence Servicer at any time with its other funds or willful misconduct on the part funds of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on Person; (vi) any investigation, litigation or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay proceeding relating to the Servicer in which any Buyer Indemnified Person becomes involved as a result of any of the transactions contemplated by the Related Documents; (vii) any action or omission by the Servicer which reduces or impairs the rights of the Buyer, the Administrative Agent or any Secured Party with respect to any Transferred Receivable or the value of any Transferred Receivable; or (viii) any claim brought by any Person other than a Buyer Indemnified Person arising from any activity by the Servicer or any of its Affiliates in servicing, administering or collecting an amount equal to the amount it has collected from others in respect of such indemnified amountsTransferred Receivables. (b) If for any reason Any Indemnified Amounts subject to the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (c) The obligations of the Servicer under this Section 9.2 shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 5.02 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable paid by the Servicer pursuant to this Section 9.2the Buyer Indemnified Person entitled thereto within five Business Days following demand therefor.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person an Indemnified Party may have hereunder or under Applicable Lawapplicable law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, Party from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or that may be imposed on, incurred by any such or asserted against an Indemnified Party by reason in any way arising out of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to relating to: (ia) any representation or warranty made by the Servicer (or any officers of Servicer) under or in connection with any Transaction Documents to which it is a partythis Agreement, any Monthly Report, Servicer’s Certificate other Transaction Document or any other written information or report delivered by or on behalf of the Servicer pursuant heretohereto or thereto, which shall have been false, false or incorrect or misleading in any material respect when made or deemed made, ; (iib) the failure by the Servicer to comply with any Applicable Lawapplicable law, rule or regulation with respect to any Receivable or Contract related thereto, the violation of which shall cause the Receivables to be uncollectible or unenforceable by Seller, the Administrative Agent or the Purchasers in whole or in part; (iiic) the any failure of the Servicer to comply with perform its duties duties, covenants or other obligations in accordance with the provisions of this Agreement or any other Transaction Document; (ivd) the commingling of Collections of Receivables at any time with other funds; (e) any litigation, proceedings action or investigation against omission by Servicer (other than in accordance with or as contemplated by this Agreement or any other Transaction Document) which reduces or impairs the Servicer, rights of the Administrative Agent or the Purchasers with respect to any Receivable and the Related Security and Collections with respect thereto or the value of any Receivable and the Related Security and Collections with respect thereto; and (f) the failure of any Receivable treated as or represented by the Servicer to be an Eligible Receivable to be an Eligible Receivable at the time so treated or represented; excluding, however, (a) in all of the foregoing instances Indemnified Amounts to the extent resulting a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerationsseeking indemnification. (c) The obligations of the Servicer under this Section 9.2 shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable by the Servicer pursuant to this Section 9.2.

Indemnities by the Servicer. (a) Without limiting any other rights that the Administrative Agent or any such Person Lender may have hereunder or under Applicable Lawapplicable law, the Servicer hereby agrees to indemnify (and pay upon demand to) each Indemnified Party, forthwith on demand, Party from and against any and all damages, losses, claims, taxes, liabilities, costs, reasonable expenses and for all other amounts payable, including reasonable fees and disbursements of external counsel (all of the foregoing, subject to the exceptions in the Section and without duplication, being collectively referred to as “Servicer Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 aboveAmounts”) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions them arising out of or alleged acts or omissions as a result of the Servicer’s failure to duly and punctually perform its obligations under this Agreement excluding, however, in all of the foregoing instances: (A) Servicer Indemnified Amounts to the extent a court of competent jurisdiction holds that such Servicer Indemnified Amounts resulted from fraud, bad faith, gross negligence or willful misconduct on the part of an Indemnified Party; (B) Servicer Indemnified Amounts to the extent the same includes losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness or financial inability or unwillingness to pay (other than a dispute giving rise to a Dilution) of the related Obligor; and (C) Excluded Taxes; provided, however, that nothing contained in this sentence shall limit the liability of the Servicer or limit the recourse of the Lenders to the Servicer for Collections received by the Servicer and required to be remitted by it under the terms of this Agreement. Without limiting the generality of the foregoing indemnification, the Servicer shall indemnify the Indemnified Parties for Servicer Indemnified Amounts (including, but not limited without limitation, losses in respect of uncollectible Receivables, regardless of whether reimbursement therefor would constitute recourse to the Servicer) relating to or resulting from: (i) any representation or warranty made by the Servicer (or any officers of the Servicer) under or in connection with any Transaction Documents to which it is a partythis Agreement, any Monthly Report, Servicer’s Certificate other Transaction Document or any other information or report delivered by any such Person pursuant hereto or on behalf of the Servicer pursuant heretothereto, which shall have been false, false or incorrect or misleading in any material respect when made or deemed made, ; (ii) the failure by the Servicer to comply with any Applicable Lawapplicable law, rule or regulation with respect to the collection of any Receivable or Related Security; (iii) the any failure of the Servicer to comply with perform its duties duties, covenants or other obligations in accordance with the provisions of this Agreement or any other Transaction Document; (iv) the commingling by the Servicer of Collections of Receivables or funds or other assets arising therefrom at any litigationtime with other funds, proceedings except as permitted or investigation against contemplated under the ServicerTransaction Documents; (v) any investigation, excluding, however, (a) Indemnified Amounts litigation or proceeding relating to the extent Servicer in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby, in each case, resulting from gross negligence the act or willful misconduct on omission of the part Servicer (other than any dispute initiated by any Indemnified Party); and (vi) any action or omission by the Servicer in the performance of its obligations hereunder which reduces or impairs the rights of the Administrative Agent or the Lenders with respect to any Receivable or the value of any such Receivable, except as permitted or contemplated under the Transaction Documents. (b) After receipt by an Indemnified Party of notice of any Proceedings involving such Indemnified Party, such Indemnified Party shall, if a claim in respect thereof is to be made against the Servicer hereunder, promptly notify the Servicer in writing, and (b) under any Federalin reasonable detail, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties of such Proceeding. Upon receipt of notice from an Indemnified Party seeking indemnification hereunder with respect thereto or arising from a failure to comply therewith) required any such Proceeding, the Servicer shall be entitled to assume the defense of any such Proceeding with counsel reasonably satisfactory to the Administrative Agent. Upon the Servicer’s assumption of the defense of any such Proceeding, the Indemnified Party shall have the right to participate in such Proceeding and to retain its own counsel but the Servicer shall not be paid liable for any legal expenses of other counsel subsequently incurred by such Indemnified Party in connection herewith with the defense thereof unless (x) the Servicer agrees in writing to any taxing authority. The provisions of this indemnity shall run directly pay such fees and expenses, (y) the Servicer fails to and be enforceable by an injured party subject employ counsel reasonably satisfactory to the limitations hereof. If Administrative Agent in a timely manner, or (z) the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified Indemnified Party shall have been advised by counsel that there are actual or potential conflicting interests between the recipient thereof Servicer, on the one hand, and the recipient thereafter collects any payments from others Indemnified Party, on the other hand, including situations in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason the indemnification provided above in this Section 9.2 is unavailable which there are one or more legal defenses available to the Indemnified Party that are different from or is insufficient additional to hold an those available to the Servicer; provided, however, that the Servicer shall not in any event be responsible hereunder for the fees and expenses of more than one counsel (plus local counsel, where necessary) for any Indemnified Party harmless, then in connection with any Proceeding. The Servicer shall contribute have the sole authority to settle any claim for monetary damages and, if the amount paid or payable Servicer chooses not to assume the defense of any such Proceeding, no Indemnified Party as will consent to a result settlement of, or the entry of such lossany judgment arising from, claimany Proceeding without the Servicer’s prior written consent, 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (c) The obligations of the Servicer under this Section 9.2 shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 which shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy unreasonably withheld or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loandelayed. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable by the Servicer pursuant to this Section 9.2.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the The Servicer hereby agrees to shall indemnify and hold harmless each Indemnified Party, forthwith on demand, Party from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against loss, liability, expense, damage or incurred by any such Indemnified Party injury suffered or sustained by reason of any actswillful misfeasance, omissions bad faith, or alleged acts or omissions negligence in the performance of the duties of the Servicer, includingby reason of reckless disregard of obligations and duties of the Servicer hereunder or under the Indenture, but not limited to (i) the Indenture Supplement and the Transfer and Servicing Agreement or by reason of the failure of any representation or warranty made or deemed made by the Servicer (or any of its officers) under or in connection with any Transaction Documents this Agreement to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf have been true and correct in all material respects as of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when date made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement or (iv) any litigation, proceedings or investigation against the Servicer, excluding; provided, however, (a) that the Servicer shall not indemnify any such Indemnified Amounts to Party for any such loss, liability, expense, damage or injury suffered or sustained by reason of any action taken or omitted at the extent resulting from gross negligence or willful misconduct on the part written request of any such Indemnified Party; and provided, and (b) under further, that the Servicer shall not indemnify any Federalsuch Indemnified Party for any such loss, liability, expense, damage or injury incurred with respect to any action taken by such Indemnified Party constituting fraud, gross negligence, breach of fiduciary duty or willful misconduct, with respect to the uncollectibility of the Receivables or with respect to any federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewiththereto) required to be paid by any such Indemnified Party in connection herewith to any taxing authority. The Servicer shall not be liable for acts or omissions of any Successor Servicer. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason the indemnification provided above in this Section 9.2 is unavailable to the Each Indemnified Party shall use its good faith efforts to mitigate, reduce or is insufficient to hold an Indemnified Party harmlesseliminate any losses, then Servicer shall contribute to the amount paid expenses or payable to 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (c) The obligations of the Servicer under this Section 9.2 shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any claims for indemnification payable by the Servicer pursuant to this Section 9.25.5; provided, however, that nothing contained herein shall obligate any Indemnified Party to take any action that imposes on such Person any additional costs or legal or regulatory burdens which in such Person’s reasonable opinion, would have an adverse effect on its business, operations or financial condition.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person Agent or any Purchaser may have hereunder or under Applicable Lawapplicable law, the Servicer hereby agrees to indemnify (and pay upon demand to) each Indemnified Party, forthwith on demand, Party from and against any and all damages, losses, claims, Taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys’ fees (which attorneys may be employees of such Agent or such Purchaser) and disbursements (all of the foregoing being collectively referred to as “Servicer Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 aboveAmounts”) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions them arising out of or alleged acts or omissions as a result of the Servicer, including, but not limited to (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with duly and punctually perform its duties or obligations in accordance with the under this Agreement or (iv) any litigation, proceedings or investigation against the Servicer, excluding, however, in all of the foregoing instances: (a) Servicer Indemnified Amounts to the extent resulting a final judgment of a court of competent jurisdiction holds that such Servicer Indemnified Amounts resulted from gross negligence or willful misconduct on the part of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such the Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts.seeking indemnification; (b) If for any reason Servicer Indemnified Amounts to the indemnification provided above extent the same includes losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; and (c) Excluded Taxes; provided, however, that nothing contained in this Section 9.2 is unavailable sentence shall limit the liability of Servicer or limit the recourse of the Purchasers to Servicer for Collections received by the Servicer and required to be remitted by it under the terms of this Agreement. Without limiting the generality of the foregoing indemnification, Servicer shall indemnify the Indemnified Parties for Servicer Indemnified Amounts (including, without limitation, losses in respect of uncollectible receivables, regardless of whether reimbursement therefor would constitute recourse to the Servicer) relating to or resulting from: (i) any representation or warranty made by Servicer (or any officers of Servicer) under or in connection with this Agreement, any other Transaction Document or any other information or report delivered by any such Person pursuant hereto or thereto, which shall have been false or incorrect when made or deemed made; (ii) the failure by Servicer to comply with any applicable law, rule or regulation with respect to the collection of any Receivable or Related Security; (iii) any failure of Servicer to perform its duties, covenants or other obligations in accordance with the provisions of this Agreement or any other Transaction Document; (iv) the commingling by the Servicer of Collections of Receivables or funds or other assets arising therefrom at any time with other funds; (v) any investigation, litigation or proceeding relating to Servicer in which any Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to such Indemnified Party becomes involved 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (c) The obligations of the Servicer under this Section 9.2 shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral transactions contemplated hereby; (vi) any Amortization Event of the described in Section 9.1(f) with respect to pay Servicer; (vii) any indemnification payable by breach of any confidentiality provision in any Contract resulting from execution and delivery of this Agreement or any other Transaction Document, any of the Servicer transactions consummated pursuant to this Section 9.2Agreement or any other Transaction Document, delivery of any information or report pursuant hereto or thereto, or any performance of obligations hereunder or thereunder; and (viii) any action or omission by Servicer relating to its obligations hereunder which reduces or impairs the rights of the Agents or the Purchasers with respect to any Receivable or the value of any such Receivable.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement Agreement, or (iv) any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party the applicable Indemnified Party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 10.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) Any amounts subject to the indemnification provisions of this Section 10.2 shall be paid by the Servicer within two Business Days following such Person’s demand therefor. (c) If for any reason the indemnification provided above in this Section 9.2 10.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (cd) The obligations of the Servicer under this Section 9.2 10.2 shall survive the resignation or removal of the Administrative Agent Agent, the Backup Servicer or any Managing Agents the Trustee and the execution, delivery, performance and termination of this AgreementAgreement for a period of three years following the Termination Date, regardless of any investigation made by the Conduit Lender or the Agent. (de) The parties hereto agree that the provisions of this Section 9.2 10.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related ObligorObligor on, on any Transferred Loan. (ef) The Servicer shall not be permitted to liquidate any of the Collateral to pay any Any indemnification payable by the Servicer pursuant to this Section 9.210.2 shall not be payable from the Collateral.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to to: (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a partyDocument, any Monthly Report, Servicer’s Certificate Report or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, ; (ii) the failure by the Servicer to comply with any Applicable Law, ; (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement or any other Transaction Document to which it is a party; (iv) any litigation, proceedings or investigation against the Servicer, excluding, however, ; (av) Indemnified Amounts the commingling of Collections at any time with other funds; or (vi) the failure of the Servicer or any of its agents or representatives to remit to the extent resulting from gross negligence Collection Account, Deal Agent or willful misconduct on Collateral Agent any Collections or Proceeds of the part of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authorityCollateral. The provisions of this indemnity shall run directly to and be enforceable by an injured party Indemnified Party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason Any amounts subject to the indemnification provided above in provisions of this Section 9.2 is unavailable 11.2 shall be paid by the Servicer to the relevant Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to within five (5) Business Days following 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerationsPerson's demand therefor. (c) The Servicer shall have no liability for making indemnification hereunder to the extent any such indemnification constitutes recourse for uncollectible Contracts. (d) The obligations of the Servicer under this Section 9.2 11.2 shall survive the resignation or removal of the Administrative Agent Deal Agent, the Collateral Agent, the Successor Servicer, any Liquidity Agent, any Lender or any Managing Agents the Backup Servicer and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any Any indemnification payable by the Servicer pursuant to this Section 9.211.2 shall not be payable from the Collateral.

Indemnities by the Servicer. (a) Without limiting any other rights that which the Indenture Trustee, the Issuer, the Owner Trustee, the Back-Up Servicer and the Custodian or any such Person of their respective officers, directors, employees or agents (each, for purposes of this Section 6.4, the “Indemnified Parties”) may have hereunder hereunder, under the Indenture or under Applicable Law, the Servicer hereby agrees to indemnify each (without recourse, except as otherwise specifically provided in this Agreement) the Indemnified Party, forthwith on demand, Parties from and against any and all Indemnified Amounts damages, losses, claims, liabilities, costs and expenses, including reasonable attorneys’ fees and disbursements (calculated without duplication collectively being referred to as “Indemnities”) arising out of Indemnified Amounts paid or resulting from (whether directly or indirectly) (a) the failure of any information contained in any Servicer Report (to the extent provided by the Borrower pursuant Servicer) to Section 9.1 above) awarded against be true and correct, or incurred by the failure of any such other information provided to any Indemnified Party by reason by, or on behalf of, the Servicer to be true and correct, (b) the failure of any actsrepresentation, omissions warranty or alleged acts statement made or omissions of the Servicer, including, but not limited to (i) any representation or warranty deemed made by the Servicer (or any of its officers) under or in connection with any Transaction Documents this Agreement to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf have been true and correct as of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when date made or deemed made, (iic) the failure by the Servicer to comply with any Applicable LawLaw with respect to any Pool Receivable, (iiid) the any failure of the Servicer to comply with perform its duties or obligations in accordance with the Agreement provisions hereof whether or not resulting in a Servicer Default hereunder and (ive) any litigation, proceedings the failure by the Servicer to accept or investigation against perform the Servicer, trusts and duties set forth herein and in the Transaction Documents; excluding, however, (a) Indemnified Amounts to the extent Indemnities resulting from gross negligence or willful misconduct on the part of such Indemnified Party, Party and (b) under Indemnities to the extent solely due to non-payment by any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties Obligor of an amount due and payable with respect thereto or arising from to a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authorityPool Receivable for credit reasons. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (c) The obligations of the Servicer Indemnification under this Section 9.2 6.4 shall survive the resignation or removal of the Administrative Agent Owner Trustee, the Indenture Trustee, the Back-Up Servicer or any Managing Agents the Custodian and the termination of this Agreement. (d) The parties hereto agree that , the provisions Indenture, the Custodian Agreement or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of this Section 9.2 shall not be interpreted to provide recourse to counsel and other expenses of litigation. If the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on shall have made any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable by the Servicer indemnity payments pursuant to this Section 9.26.4 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Indemnities by the Servicer. (a) Without limiting any other rights that which any such Person Affected Party may have hereunder or under Applicable Lawapplicable law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Party for Indemnified Amounts arising out of or resulting from: (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 abovea) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to (i) reliance on any representation or warranty made or deemed made by the Servicer (or any of its officers) under or in connection with this Purchase Agreement or any Transaction Documents other Facility Document to which it is a party, any Monthly Report, Servicer’s Certificate party or on any other information or report delivered by or on behalf of the Servicer pursuant hereto, which hereto or thereto that shall have been false, incorrect or misleading in any material respect when made or deemed made, made or delivered; (iib) the failure by the Servicer to comply with any Applicable Lawterm, provision or covenant contained in this Purchase Agreement or any other Facility Document, any applicable law, rule or regulation with respect to any Transferred Receivable or the Contract therefor, or the nonconformity of any Transferred Receivable or the Contract therefor with any such applicable law, rule or regulation; (iiic) the failure imposition of any Adverse Claim with respect to any Transferred Receivable as a result of any action taken by the Servicer; or (d) the commingling of Collections with respect to Transferred Receivables by the Servicer to comply at any time with its duties other funds or obligations in accordance with the Agreement or funds of any other Person; provided, that the Servicer shall have no obligation to indemnify any Indemnified Party for (ivi) any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, and (bii) under recourse for uncollectible or uncollected Receivables or (iii) any Federal, state or local income tax or franchise taxes tax which is excluded from the definition of “Indemnified Taxes”, except to the extent that the incurrence of any such tax results from a breach or default by such Servicer under this Purchase Agreement or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amountsFacility Document. (b) If for any reason the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (c) The obligations of the Servicer under this Section 9.2 shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable by the Servicer pursuant to this Section 9.2.

Indemnities by the Servicer. (a) Without limiting any other rights that which the Agent, the Lender or any such Person of their respective Affiliates may have hereunder or under Applicable Lawapplicable law, the Servicer hereby agrees to indemnify the Agent, the Lender, and each Indemnified Party, forthwith on demand, of their respective Affiliates from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason of them arising out of or as a result of this Agreement or the ownership of Pledged Assets or in respect of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate Receivable or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement or (iv) any litigation, proceedings or investigation against the ServicerContract, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of the Agent, the Lender or such Indemnified Party, and Affiliate or (b) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Pledged Receivables; provided, however, that the liability for Indemnified Amounts partially attributable to other Persons acting as servicers for receivables purchased by the Lender or collateral pledged to the Lender shall be reasonably allocated between the Servicer and such other Persons by the Lender. Without limiting the foregoing, the Servicer shall indemnify the Agent, the Lender and each of their respective Affiliates for Indemnified Amounts relating to or resulting from: (i) reliance on any representation or warranty made or deemed made by the Servicer (if the Originator or one of its Affiliates) or any of their respective officers under or in connection with this Agreement, which shall have been false or incorrect in any Federalmaterial respect when made or deemed made or delivered; (ii) the failure by the Servicer (if the Originator or one of its Affiliates) to comply with any term, state provision or local income covenant contained in this Agreement or franchise taxes any agreement executed in connection with this Agreement, or with any applicable law, rule or regulation with respect to any Receivable, the related Contract or the Related Security, or the nonconformity of any Receivable, the related Contract or the Related Security with any such applicable law, rule or regulation; (iii) any dispute, claim, offset or defense (other than the discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable which is, or is purported to be, a Pledged Receivable (including, without limitation, 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 Tax imposed on claim resulting from the sale VOIs or measured by income (Lots related to such Receivable or any interest the furnishing or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by furnish such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts.VOIs or Lots; (biv) If for any reason the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (c) The obligations failure of the Servicer under this Section 9.2 shall survive (if the resignation Originator or removal one of the Administrative Agent its Affiliates) to perform its duties or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that obligations in accordance with the provisions of this Agreement or any failure by the Originator, the Borrower or any Affiliate thereof to perform its respective duties under the Contracts; (v) any breach of contract or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with the VOls or the Lots which are the subject of any Receivable or Contract; (vi) any repayment by the Agent or the Lender of any amount previously distributed in payment of Loans or payment of Yield or any other amount due hereunder, in each case which amount the Agent or the Lender believes in good faith is required to be repaid; (vii) the commingling by the Servicer of Collections of Pledged Receivables at any time with other funds; (viii) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Loans, Pledged Assets or in respect of any Receivable, Related Security or contract; or (ix) any failure of the Borrower, the Originator or any of their respective agents or representatives (including, without limitation, agents, representatives and employees of the Originator acting pursuant to authority granted under Section 9.2 shall not be interpreted 6.01) to provide recourse remit to the Servicer against loss by reason or the Agent, Collections of Pledged Receivables remitted to the bankruptcy Borrower or insolvency (any such agent or other credit condition) of, or default by, representative. Any amounts subject to the related Obligor, on any Transferred Loan. (e) The Servicer indemnification provisions of this Section 9.02 shall not be permitted to liquidate any of the Collateral to pay any indemnification payable paid by the Servicer pursuant to this the Agent within two Business Days following the Agent's written demand therefor. The applicable Affected Party shall deliver to the indemnifying party under Section 9.29.01 and Section 9.02, within a reasonable time after the Affected Party's receipt thereof, copies of all notices and documents (including court papers) received by the Affected Party relating to the claim giving rise to the Indemnified Amounts. Each Affected Party will cooperate with the Borrower and the Servicer in connection with any claim giving rise to the Indemnified Amounts to minimize the liability of such indemnifying parties, provided that nothing contained herein shall obligate any Affected Party to take any action which, in the opinion of the applicable Affected Party, is unlawful or otherwise disadvantageous to such Affected Party.

Indemnities by the Servicer. (a) Without limiting any other rights that which the Agent, the Lender or any such Person of their respective Affiliates may have hereunder or under Applicable Lawapplicable law, the Servicer (if RFI or one of its Affiliates) hereby agrees to indemnify each Indemnified Party, forthwith on demand, Party from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions them arising out of or alleged acts or omissions as a result of the Servicer, including, but not limited 's performance of or failure to (i) any representation or warranty made by the Servicer perform its obligations under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the this Agreement or (iv) any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of the Agent, the Lender or such Affiliate. Without limiting the foregoing, the Servicer (if RFI or one of its Affiliates) shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from: (i) any Pledged Receivable treated as or represented by the Servicer to be an Eligible Receivable which is not an Eligible Receivable; or (ii) reliance on any representation or warranty made or deemed made by the Servicer (if RFI or one of its Affiliates) or any of their respective officers under or 136 in connection with this Agreement, which shall have been false or incorrect in any material respect when made or deemed made or delivered; or (iii) the failure by the Servicer (if RFI or one of its Affiliates) to comply with any term, provision or covenant obtained in this Agreement or any agreement executed in connection with this Agreement, or with any applicable law, rule or regulation with respect to any Pledged Assets, or the nonconformity of any Pledged Assets with any such applicable law, rule or regulation; or (iv) the failure to vest and maintain vested in the Agent, for the benefit of the Lender, or to transfer to the Agent, for the benefit of the Lender, a first priority perfected security interest in the Receivables which are, or are purported to be, Pledged Receivables, together with all Collections, Related Security and other Pledged Assets related thereto (including, without limitation, any and all Interval's with respect to such Receivables), free and clear of any Adverse Claim (other than Permitted Liens and Encumbrances) whether existing at the time of the related Borrowing or at any time thereafter; or (v) the commingling by the Servicer of Collections of Pledged Receivables at any time with other funds; or (vi) any failure of the Servicer or any of its respective agents or representatives (including, without limitation, agents, representatives and employees of the Servicer acting pursuant to authority granted under Section 6.01 hereof) to remit to the Servicer or the Agent, Collections of Pledged Receivables remitted to the Borrower, the Servicer or any such agent or representative; and/or (vii) the failure of the Servicer's computer applications to resolve any Year 2000 Problem. Any amounts subject to the indemnification provisions of this Section 8.02 shall be paid by the Servicer to the Agent within five (5) Business Days following the Agent's written demand therefor. Each applicable Indemnified Party shall deliver to the indemnifying party under Section 8.01 and Section 8.02, within a reasonable time after such Indemnified Party's receipt thereof, copies of all notices and documents (bincluding court papers) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to 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 relating to the one hand claim giving rise to the Indemnified Amounts. Each such Indemnified Party will cooperate with the Borrower and the Servicer on in connection with any claim giving rise to the other hand but also Indemnified Amounts to minimize the relative fault liability of such indemnifying parties, provided that nothing contained herein shall obligate any such Indemnified Party to take any action which, in the opinion of such Indemnified Party as well as any other relevant equitable considerations. (c) The obligations of the Servicer under this Section 9.2 shall survive the resignation Party, is unlawful or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted otherwise disadvantageous to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable by the Servicer pursuant to this Section 9.2.such Indemnified Party. 137

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person which the Indemnified Parties may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each the Indemnified Party, forthwith on demand, Parties from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by by, any such Indemnified Party by reason or other non-monetary damages of any acts, omissions such Indemnified Party relating to or alleged acts or omissions arising from any of the Servicerfollowing, includingexcluding, but not limited however, Indemnified Amounts to the extent resulting from the gross negligence, bad faith or willful misconduct on the part of any Indemnified Party: (i) reliance on any representation or warranty made or deemed made by the Servicer Borrower, the Servicer, any of their respective Affiliates or any of their respective officers under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant heretothis Agreement, which shall have been false, false or incorrect or misleading in any material respect when made or deemed made, made or delivered; (ii) the failure by the Servicer to comply with (a) any term, provision or covenant contained in this Agreement or any other Basic Document or (b) any term, provision or covenant contained in any agreement executed in connection with this Agreement or any other Basic Document, or with any Applicable LawLaw with respect to any Receivable, the non-conformity of any Receivable with any such Applicable Law and any failure by the Originator to perform its respective duties under the Receivables or (c) any Applicable Law in the operation of Regional Management; (iii) the any failure of by the Servicer to comply with perform any of its other duties or obligations in accordance with the provisions of this Agreement or any of the other Basic Documents; (iv) the failure to vest and maintain vested in the Administrative Agent a valid and enforceable first priority perfected security interest in the Collateral; (v) the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws with respect to the Collateral, whether at the time of a Loan or at any subsequent time and as required by the Basic Documents; LEGAL02/41783784v7 (vi) any litigation, proceedings proceeding or investigation against the Servicer, excluding, however, (a) Indemnified Amounts before any Governmental Authority (1) in respect of any Receivable included as part of the Collateral, (2) relating to the extent use of the proceeds of the Loan or (3) related to this Agreement (A) that is not commenced by the Indemnified Party or (B) if so commenced, in which such Indemnified Party is not the prevailing party; provided, that no Indemnified Party shall be entitled to any indemnification for any item described in this clause resulting from such Indemnified Party’s gross negligence or willful misconduct on the part of such Indemnified Party, and or (b) under any Federalrelating to or arising from the Basic Documents, state or local income or franchise taxes the transactions contemplated hereby and thereby, the use of proceeds of the Loan by the Servicer or any other Tax imposed on investigation, litigation or measured proceeding relating to the Borrower or the Servicer in which any Indemnified Party becomes involved as a result of any of the transactions contemplated by income the Basic Documents; (vii) entering into or giving or withholding any amendments or supplements or waivers or consents (including review and analysis thereof) with respect to the Basic Documents or any interest other document or instrument delivered pursuant hereto or thereto (whether or not the same is finally agreed to) if the same is requested by the Servicer, or is required or necessary under the Basic Documents; (viii) any and all civil penalties with respect thereto or arising from a failure to comply therewithfines assessed by OFAC against, and all reasonable costs and expenses (including attorneys’ fees and disbursements) required to be paid by such Indemnified Party incurred in connection herewith to with the defense thereof by any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to such Indemnified Party as a result of such loss, claim, damage funding all or liability in such proportion as is appropriate to reflect not only any portion of the relative benefits received by such Indemnified Party on Loan or the one hand and Servicer on acceptance of payments or of Collateral due under the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations.Basic Documents; or (cix) The obligations of the commingling by the Servicer under this of any Collections with other funds. Any amounts subject to the indemnification provisions of Section 9.2 10.01 payable by the Servicer, to the extent not promptly paid by the Servicer, shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that be paid pursuant to the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan2.07. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable by the Servicer pursuant to this Section 9.2.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a partyDocument, any Monthly Servicing Report, any Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with this Agreement, (iv) the failure by the Servicer to comply with any of the covenants relating to the Hedging Agreement in accordance with the Transaction Documents, or (ivv) any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts . The parties agree that the provisions of this Section 11.2 shall not be interpreted to provide recourse to the extent resulting from gross negligence Servicer against loss by reason of the bankruptcy, insolvency or willful misconduct on the part lack of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties creditworthiness of an Obligor with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authorityLoan. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason Any amounts subject to the indemnification provided above in provisions of this Section 9.2 is unavailable 11.2 shall be paid by the Servicer to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to within five Business Days following 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerationsPerson’s demand therefor. (c) The Servicer shall have no liability for making indemnification hereunder to the extent any such indemnification constitutes recourse for uncollectible or uncollected Loans. (d) The obligations of the Servicer under this Section 9.2 11.2 shall survive the resignation or removal of the Administrative Agent Agent, the Lenders or any Managing Agents the Trustee and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any Any indemnification payable by the Servicer pursuant to this Section 9.211.2 shall not be payable from the Collateral.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person an Indemnified Party may have hereunder or under Applicable Lawapplicable law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, Party from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or that may be imposed on, incurred by any such or asserted against an Indemnified Party by reason in any way arising out of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to relating to: (i) the failure of any representation or warranty made or deemed made by the Servicer (or any of its officers) under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate Document or any report or other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading hereto to be true and correct in any material respect all respects when made or deemed made, made or delivered; (ii) the failure by the Servicer to comply with any Applicable Lawterm, provision or covenant applicable to the Servicer and contained in any Transaction Document or any agreement executed by it in connection with any Transaction Document or with any applicable law, rule or regulation with respect to any Pledged Loan; (iii) any negligent action or willful misconduct taken by, or negligent omission of, the Servicer with respect to any Loan; (iv) any failure of the Servicer or any of its agents or representatives to remit to the Collection Account any Collections; (v) the commingling of Collections with any other funds; or (vi) the failure of any Loans that is treated as or represented by the Servicer to comply with its duties or obligations in accordance with be a Pledged Loan to be an Eligible Loan as of the Agreement or (iv) any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part date of such Indemnified Party, and (b) under any Federal, state treatment or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amountsrepresentation. (b) If for any reason Any Indemnified Amounts subject to the indemnification provided above in provisions of this Section 9.2 is unavailable 12.2 shall be paid to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerationswithin five (5) Business Days following demand therefor. (c) The obligations of the Servicer under this Section 9.2 shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable by the Servicer pursuant to this Section 9.2.

Indemnities by the Servicer. (a) Without limiting any other rights that any such a Buyer Indemnified Person may have hereunder or under Applicable Lawapplicable law, the Servicer hereby agrees to indemnify and hold harmless each Buyer Indemnified Party, forthwith on demand, Person from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded that may be claimed or asserted against or incurred by any such Buyer Indemnified Party by reason Person in connection with or arising out of the collection activities of the Servicer hereunder or out of any actsbreach by the Servicer of its obligations hereunder or under any other Related Document; provided, omissions that the Servicer shall not be liable for any indemnification to a Buyer Indemnified Person to the extent that any such Indemnified Amount (x) results from such Buyer Indemnified Person’s gross negligence or alleged acts willful misconduct, in each case as finally determined by a court of competent jurisdiction, or omissions (y) constitutes recourse for uncollectible or uncollected Transferred Receivables as a result of the Servicerinsolvency, includingbankruptcy or the failure (without cause or justification) or inability on the part of the related Obligor to perform its obligations thereunder. Without limiting the generality of the foregoing, but not limited the Servicer shall pay on demand to each Buyer Indemnified Person any and all Indemnified Amounts relating to or resulting from: (i) reliance on any representation or warranty made or deemed made by the Servicer (or any of its officers) under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate this Agreement or any other Related Document (without regard to any qualifications concerning the occurrence or non-occurrence of a Material Adverse Effect or similar concepts of materiality) or on any other information or report delivered by or on behalf of the Servicer pursuant hereto, which hereto or thereto that shall have been false, incorrect or misleading in any material respect when made or deemed made, made or delivered; (ii) the failure by the Servicer to comply with any Applicable Lawterm, provision or covenant contained in this Agreement, any other Related Document or any agreement executed in connection herewith or therewith (without regard to any qualifications concerning the occurrence or non-occurrence of a Material Adverse Effect or similar concepts of materiality), any applicable law, rule or regulation with respect to any Transferred Receivable or the Contract therefor, or the nonconformity of any Transferred Receivable or the Contract therefor with any such applicable law, rule or regulation; (iii) the failure imposition of any Adverse Claim with respect to any Transferred Receivable or the Servicer to comply with its duties or obligations in accordance with Borrower Collateral as a result of any action taken by the Agreement or Servicer; (iv) any litigation, proceedings Event of Servicer Termination described in Section 8.01(c) or investigation against (d); (v) the Servicer, excluding, however, (a) Indemnified Amounts commingling of Collections with respect to Transferred Receivables by the extent resulting from gross negligence Servicer at any time with its other funds or willful misconduct on the part funds of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on Person; (vi) any investigation, litigation or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay proceeding relating to the Servicer in which any Buyer Indemnified Person becomes involved as a result of any of the transactions contemplated by the Related Documents; (vii) any action or omission by the Servicer which reduces or impairs the rights of the Buyer, the Administrative Agent or any Secured Party with respect to any Transferred Receivable or the value of any Transferred Receivable; or (viii) any claim brought by any Person other than a Buyer Indemnified Person arising from any activity by the Servicer or any of its Affiliates in servicing, administering or collecting an amount equal to the amount it has collected from others in respect of such indemnified amountsTransferred Receivables. (b) If for any reason Any Indemnified Amounts subject to the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (c) The obligations of the Servicer under this Section 9.2 shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 5.02 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable paid by the Servicer pursuant to this Section 9.2the Buyer Indemnified Person entitled thereto within 10 calendar days following demand therefor.

Indemnities by the Servicer. (a) Without limiting any other rights that the Administrative Agent or any such Person Purchaser may have hereunder or under Applicable Lawapplicable law, the Servicer hereby agrees to indemnify (and pay upon demand to) each Indemnified Party, forthwith on demand, Party from and against any and all damages, losses, claims, Taxes, liabilities, costs, reasonable expenses and for all other amounts payable, including reasonable fees and disbursements of external counsel (all of the foregoing being collectively referred to as “Servicer Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 aboveAmounts”) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions them arising out of or alleged acts or omissions as a result of the Servicer’s failure to duly and punctually perform its obligations under this Agreement excluding, however, in all of the foregoing instances: (A) Servicer Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Servicer Indemnified Amounts resulted from gross negligence, bad faith or willful misconduct on the part of an Indemnified Party; and (B) Servicer Indemnified Amounts to the extent the same includes losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness or financial inability or unwillingness to pay (other than a dispute giving rise to a Dilution) of the related Obligor; provided, however, that nothing contained in this sentence shall limit the liability of the Servicer or limit the recourse of the Purchasers to the Servicer for Collections received by the Servicer and required to be remitted by it under the terms of this Agreement. Without limiting the generality of the foregoing indemnification, the Servicer shall indemnify the Indemnified Parties for Servicer Indemnified Amounts (including, but not limited without limitation, losses in respect of uncollectible Receivables, regardless of whether reimbursement therefor would constitute recourse to the Servicer) relating to or resulting from: (i) any representation or warranty made by the Servicer (or any officers of the Servicer) under or in connection with any Transaction Documents to which it is a partythis Agreement, any Monthly Report, Servicer’s Certificate other Transaction Document or any other information or report delivered by any such Person pursuant hereto or on behalf of the Servicer pursuant heretothereto, which shall have been false, false or incorrect or misleading in any material respect when made or deemed made, ; (ii) the failure by the Servicer to comply with any Applicable Lawapplicable law, rule or regulation with respect to the collection of any Receivable or Related Security; (iii) the any failure of the Servicer to comply with perform its duties duties, covenants or other obligations in accordance with the provisions of this Agreement or any other Transaction Document; (iv) the commingling by the Servicer of Collections of Receivables or funds or other assets arising therefrom at any litigationtime with other funds; (v) any investigation, proceedings litigation or investigation against proceeding relating to the Servicer in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby; (vi) any Amortization Event of the described in Section 7.1(g) with respect to the Servicer, excluding, however, ; and (avii) any action or omission by the Servicer relating to its obligations hereunder which reduces or impairs the rights of the Administrative Agent or the Purchasers with respect to any Receivable or the value of any such Receivable. (b) After receipt by an Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part Party of notice of any Proceedings involving such Indemnified Party, such Indemnified Party shall, if a claim in respect thereof is to be made against Servicer hereunder, promptly notify the Servicer in writing, and (b) under any Federalin reasonable detail, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties of such Proceeding. Upon receipt of notice from an Indemnified Party seeking indemnification hereunder with respect thereto or arising from a failure to comply therewith) required any such Proceeding, the Servicer shall be entitled to assume the defense of any such Proceeding with counsel reasonably satisfactory to the Administrative Agent. Upon the Servicer’s assumption of the defense of any such Proceeding, the Indemnified Party shall have the right to participate in such Proceeding and to retain its own counsel but the Servicer shall not be paid liable for any legal expenses of other counsel subsequently incurred by such Indemnified Party in connection herewith with the defense thereof unless (x) the Servicer agrees in writing to any taxing authority. The provisions of this indemnity shall run directly pay such fees and expenses, (y) the Servicer fails to and be enforceable by an injured party subject employ counsel reasonably satisfactory to the limitations hereof. If Administrative Agent in a timely manner, or (z) the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified Indemnified Party shall have been advised by counsel that there are actual or potential conflicting interests between the recipient thereof Servicer, on the one hand, and the recipient thereafter collects any payments from others Indemnified Party, on the other hand, including situations in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason the indemnification provided above in this Section 9.2 is unavailable which there are one or more legal defenses available to the Indemnified Party that are different from or is insufficient additional to hold an those available to the Servicer; provided, however, that the Servicer shall not in any event be responsible hereunder for the fees and expenses of more than one counsel (plus local counsel, where necessary) for all Indemnified Parties in connection with any Proceeding. The Servicer shall have the sole authority to settle any claim for monetary damages and, if the Servicer chooses not to assume the defense of any such Proceeding, no Indemnified Party harmlesswill consent to a settlement of, then Servicer shall contribute to or the amount paid or payable to such Indemnified Party as a result entry of such lossany judgment arising from, claimany Proceeding without the Servicer’s prior written consent, 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (c) The obligations of the Servicer under this Section 9.2 shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 which shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy unreasonably withheld or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loandelayed. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable by the Servicer pursuant to this Section 9.2.

Indemnities by the Servicer. (a) Without limiting any other rights that any such a Purchaser Indemnified Person may have hereunder or under Applicable Lawapplicable law, the Servicer hereby agrees to indemnify and hold harmless each Purchaser Indemnified Party, forthwith on demand, Person from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded that may be claimed or asserted against or incurred by any such Purchaser Indemnified Party by reason Person in connection with or arising out of any actsbreach by the Servicer of its obligations hereunder or under any other Related Document; provided, omissions or alleged acts or omissions of that the Servicer, including, but Servicer shall not limited be liable for any indemnification to a Purchaser Indemnified Person to the extent that any such Indemnified Amount (x) results from (i) with respect to any Purchaser Indemnified Person other than the Conduit Purchaser, such Purchaser Indemnified Person’s gross negligence or (ii) with respect to any Purchaser Indemnified Person, such Purchaser Indemnified Person’s willful misconduct, in each case as finally determined by a court of competent jurisdiction, or (y) constitutes recourse for uncollectible or uncollected Transferred Receivables. Without limiting the generality of the foregoing, the Servicer shall pay on demand to each Purchaser Indemnified Person any and all Indemnified Amounts relating to or resulting from: (A) reliance on any representation or warranty made or deemed made by the Servicer (or any of its officers) under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate this Agreement or any other Related Document or on any other information or report delivered by or on behalf of the Servicer pursuant hereto, which hereto or thereto that shall have been false, incorrect or misleading in any material respect when made or deemed made, made or delivered; (iiB) the failure by the Servicer to comply with any Applicable Lawterm, (iii) the failure of the Servicer to comply with its duties provision or obligations covenant contained in accordance with the Agreement or (iv) this Agreement, any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes other Related Document or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party agreement executed in connection herewith or therewith, any applicable law, rule or regulation with respect to any taxing authority. The provisions Transferred Receivable or the Contract therefor, or the nonconformity of this indemnity shall run directly any Transferred Receivable or the Contract therefor with any such applicable law, rule or regulation; (C) the imposition of any Adverse Claim with respect to and be enforceable any Transferred Receivable or the Seller Collateral as a result of any action taken by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant hereunder; or (D) the commingling of Collections with respect to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to Transferred Receivables by the Servicer an amount equal to at any time with its other funds or the amount it has collected from others in respect funds of such indemnified amountsany other Person. (b) If for any reason Any Indemnified Amounts subject to the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (c) The obligations of the Servicer under this Section 9.2 shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 12.02 not paid in accordance with Article VI shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable paid by the Servicer pursuant to this Section 9.2the Purchaser Indemnified Person entitled thereto within five Business Days following demand therefor.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person which the Indemnified Parties may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each the Indemnified Party, forthwith on demand, Parties from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by by, any such Indemnified Party by reason or other non-monetary damages of any acts, omissions such Indemnified Party relating to or alleged acts or omissions arising from any of the following (including in connection with any action, claim or suit brought to enforce the Collateral Custodian’s, the Backup Servicer’s or the Account Bank’s right to indemnification), includingexcluding, but not limited however, Indemnified Amounts to the extent resulting from the gross negligence, bad faith or willful misconduct on the part of any Indemnified Party: (i) reliance on any representation or warranty made or deemed made by the Servicer Borrower, the Servicer, any of their respective Affiliates or any of their respective officers under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant heretothis Agreement, which shall have been false, false or incorrect or misleading in any material respect when made or deemed made, made or delivered; (ii) the failure by the Servicer to comply with (a) any term, provision or covenant contained in this Agreement or any other Basic Document or (b) any term, provision or covenant contained in any agreement executed in connection with this Agreement or any other Basic Document, or with any Applicable LawLaw with respect to any Receivable, the related Financed Vehicle, the non-conformity of any Receivable with any such Applicable Law and any failure by the Originator to perform its respective duties under the Receivables or (c) any Applicable Law in the operation of Regional Management; (iii) the any failure of by the Servicer to comply with perform any of its other duties or obligations in accordance with the Agreement or provisions of this Agreement; (iv) the failure to vest and maintain vested in the Administrative Agent a valid and enforceable first priority perfected security interest in the Collateral; (v) the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws with respect to the Collateral, whether at the time of a Loan or at any subsequent time and as required by the Basic Documents; (vi) any litigation, proceedings proceeding or investigation against the Servicer, excluding, however, (a) Indemnified Amounts before any Governmental Authority (1) in respect of any Contract, Receivable or Financed Vehicle, (2) relating to the extent use of the proceeds of the Loans or (3) related to this Agreement (A) that is not commenced by the Indemnified Party or (B) if so commenced, in which such Indemnified Party is not the prevailing party; provided, that no Indemnified Party shall be entitled to any indemnification for any item described in this clause resulting from such Indemnified Party’s gross negligence or willful misconduct on the part of such Indemnified Partymisconduct, and (b) under any Federalrelating to or arising from the Basic Documents, state or local income or franchise taxes the transactions contemplated hereby and thereby, the use of proceeds of the Loans by the Servicer or any other Tax imposed on investigation, litigation or measured proceeding relating to the Borrower or the Servicer in which any Indemnified Party becomes involved as a result of any of the transactions contemplated by income the Basic Documents or (or any interest or penalties with respect thereto c) relating to or arising from a failure any force-placed Insurance Policies; (vii) entering into or giving or withholding any amendments or supplements or waivers or consents (including review and analysis thereof) with respect to comply therewiththe Basic Documents or any other document or instrument delivered pursuant hereto or thereto (whether or not the same is finally agreed to) if the same is requested by the Servicer, or is required to be paid by such Indemnified Party or necessary under the Basic Documents; (viii) any and all loss, liability, damage or expense incurred in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If with the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified having force-placed Insurance Policies on the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts.Financed Vehicles; (bix) If for any reason and all civil penalties or fines assessed by OFAC against, and all reasonable costs and expenses (including attorneys’ fees and disbursements) incurred in connection with the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to such defense thereof by any Indemnified Party as a result of such loss, claim, damage funding all or liability in such proportion as is appropriate to reflect not only any portion of the relative benefits received by such Indemnified Party on Loans or the one hand and Servicer on acceptance of payments or of Collateral due under the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations.Basic Documents; or (cx) The obligations of the Servicer under this Section 9.2 shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable commingling by the Servicer pursuant to this Section 9.2of any Collections with other funds.

Indemnities by the Servicer. (a) Without limiting any other rights that any such an Indemnified Person may have hereunder or under Applicable Lawapplicable law, the Servicer hereby agrees to indemnify and hold harmless each Indemnified Party, forthwith on demand, Person from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded that may be claimed or asserted against or incurred by any such Indemnified Party by reason Person in connection with or arising out of any actsbreach by the Servicer of its obligations hereunder or under any other Related Document; provided, omissions or alleged acts or omissions of that the Servicer, including, but Servicer shall not limited be liable for any indemnification to an Indemnified Person to the extent that any such Indemnified Amount (x) results solely from (i) with respect to any Indemnified Person other than the Conduit Lender, such Indemnified Person's gross negligence or (ii) with respect to any Indemnified Person, such Indemnified Person's willful misconduct, in each case as finally determined by a court of competent jurisdiction, or (y) constitutes recourse for uncollectible or uncollected Transferred Receivables. Without limiting the generality of the foregoing, the Servicer shall pay on demand to each Indemnified Person any and all Indemnified Amounts relating to or resulting from: (i) reliance on any representation or warranty made or deemed made by the Servicer (or any of its officers) under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate this Agreement or any other Related Document or on any other information or report delivered by or on behalf of the Servicer pursuant hereto, which hereto or thereto that shall have been false, incorrect or misleading in any material respect when made or deemed made, made or delivered; (ii) the failure by the Servicer to comply with any Applicable Lawterm, provision or covenant contained in this Agreement, any other Related Document or any agreement executed in connection herewith or therewith, any applicable law, rule or regulation with respect to any Transferred Receivable or the Contract therefor, or the nonconformity of any Transferred Receivable or the Contract therefor with any such applicable law, rule or regulation; (iii) the failure imposition of any Adverse Claim with respect to any Transferred Receivable or the Servicer to comply with its duties or obligations in accordance with Borrower Collateral as a result of any action taken by the Agreement or Servicer; or (iv) the commingling of Collections with respect to Transferred Receivables by the Servicer at any litigation, proceedings time with its other funds or investigation against the Servicer, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part funds of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amountsPerson. (b) If for any reason Any Indemnified Amounts subject to the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (c) The obligations of the Servicer under this Section 9.2 shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 12.02 not paid in accordance with Article VI shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable paid by the Servicer pursuant to this Section 9.2the Indemnified Person entitled thereto within five Business Days following demand therefor.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement or (iv) any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts.108 (b) If for any reason the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (c) The obligations of the Servicer under this Section 9.2 shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable by the Servicer pursuant to this Section 9.2.. ARTICLE X

Indemnities by the Servicer. (a) Without limiting any other rights that the Agent, the Purchasers or any such Person other Indemnified Party may have hereunder or under Applicable Lawapplicable law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, Party from and against any and all Indemnified Amounts arising out of or resulting from (calculated without duplication of Indemnified Amounts paid by whether directly or indirectly): (a) the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason failure of any actsinformation contained in an Information Package provided by or on behalf of AAR, omissions the Servicer or alleged acts any delegee or omissions agent thereof to be true and correct in any material respect, or the failure of any other information provided to the Purchasers or the Agent by, or on behalf of, the Servicer or any delegee or agent thereof to be true and correct in any material respect, (b) the failure of any representation, warranty or statement made or deemed made by the Servicer, includingany delegee or agent thereof (or any of the foregoing’s officers, but not limited to (idirectors or employees) any representation or warranty made by the Servicer under or in connection with any Transaction Documents this Agreement to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading true and correct in any material respect when as of the date made or deemed made in all respects when made, (iic) the failure by the Servicer or any delegee or agent thereof to comply with any Applicable Lawapplicable law, rule or regulation with respect to any Pool Receivable, any Pool Assets or the related Contract, (iiid) any dispute, claim, offset or defense of the Obligor (other than discharge in bankruptcy of the Obligor) to the payment of any Receivable in, or purporting to be in, the Receivables Pool resulting from or related to the collection activities with respect to such Receivable, or (e) any failure of the Servicer to comply with perform in any material respect its duties or obligations in accordance with the Agreement or (iv) any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (c) The obligations of the Servicer under this Section 9.2 shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable by the Servicer pursuant to this Section 9.2.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer (if an Affiliate of the Borrower or the Originator) hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a party, any Monthly Periodic Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement or Agreement, (iv) any litigation, proceedings or investigation against the Servicer, or (v) the occurrence of a Subordination Event occurring as a result of the conduct of the Servicer, excluding, however, (a) Indemnified Amounts to the extent (i) resulting from gross negligence or willful misconduct on the part of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such the applicable Indemnified Party or (ii) arising in connection herewith respect of Taxes excluded from the definition of Additional Amount pursuant to any taxing authoritySection 2.12(a). The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Servicer shall contribute to the amount paid or payable to 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (c) The obligations of the Servicer under this Section 9.2 shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related ObligorObligor on, on any Transferred LoanCollateral Debt Obligation. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any Any indemnification payable by the Servicer pursuant to this Section 9.29.2 shall not be payable from the Collateral.

Indemnities by the Servicer. (a) Without limiting any other rights that the Administrative Agent, any such Person Lender or Managing Agent or any of their respective Affiliates (each, a "Special Indemnified Party") may have hereunder or under Applicable Lawapplicable law, and in consideration of its appointment as Servicer, the Servicer hereby agrees to indemnify each Special Indemnified Party, forthwith on demand, Party from and against any and all Indemnified Amounts claims, losses and liabilities (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 aboveincluding attorneys' fees) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions (all of the Servicer, including, but not limited foregoing being collectively referred to (ias "Special Indemnified Amounts") arising out of or resulting from any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, following (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement or (iv) any litigation, proceedings or investigation against the Servicer, excluding, however, (ax) Special Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Special Indemnified Party, and (by) under recourse for Mortgage Assets that are not collected, not paid or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the applicable Obligor or (z) any Federal, state or local income or franchise taxes or any other Tax imposed on tax or fee measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid incurred by such Special Indemnified Party arising out of or as a result of this Restated Loan Agreement or the Borrowings hereunder): (a) any representation or warranty or statement made or deemed made by the Servicer under or in connection herewith to with this Restated Loan Agreement that shall have been incorrect in any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts.when made; (b) If for the failure by the Servicer to comply in any reason material respect with any applicable law, rule or regulation with respect to any Mortgage Asset or the indemnification provided above in this Section 9.2 is unavailable failure of any Mortgage Loan to the Indemnified Party conform to any such applicable law, rule or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations.regulation; (c) The obligations the failure to have filed, or any delay in filing, financing statements, Mortgages or assignments of Mortgages under the applicable laws of any applicable jurisdiction with respect to any Mortgage Assets and the other Collateral and Collections in respect thereof, whether at the time of any purchase under the Repurchase Agreement or at any subsequent time; (d) any failure of the Servicer under to perform its duties or obligations in accordance with the provisions of this Section 9.2 shall survive Restated Loan Agreement; (e) the resignation commingling of Collections at any time by the Servicer with other funds; (f) any action or removal omission by the Servicer reducing or impairing the rights of the Administrative Agent or the Lenders with respect to any Managing Agents and Mortgage Asset or the termination value of this Agreement.any Mortgage Asset; (dg) The parties hereto agree that any Servicer Fees or other costs and expenses payable to any replacement Servicer, to the provisions extent in excess of this Section 9.2 shall not be interpreted to provide recourse the Servicer Fees payable to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan.hereunder; or (eh) The Servicer shall not be permitted to liquidate any of the Collateral to pay claim brought by any indemnification payable Person other than a Special Indemnified Party arising from any activity by the Servicer pursuant to this Section 9.2or its Affiliates in servicing, administering or collecting any Mortgage Asset.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person Indemnified Party may have hereunder or under Applicable Lawapplicable law, the Servicer hereby agrees to indemnify and hold harmless each Indemnified Party, forthwith on demand, Party from and against any and all Indemnified Amounts to the extent arising out of or resulting from (calculated without duplication whether directly or indirectly): (a) the failure of Indemnified Amounts paid by any information contained in any single Information Package when taken as a whole, as of the Borrower date such Information Package is delivered pursuant to Section 9.1 aboveSections 1(a)(ii) awarded against and 2(a)(iv) of Exhibit IV to be true and correct, or incurred by the failure of any other information provided to such Indemnified Party by reason by, or on behalf of, the Servicer to be true and correct, (b) the failure of any actsrepresentation, omissions warranty or alleged acts statement made or omissions of the Servicer, including, but not limited to (i) any representation or warranty deemed made by the Servicer (or any of its officers) under or in connection with this Agreement or any other Transaction Documents Document to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf to have been true and correct as of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when date made or deemed made, (iic) the failure by the Servicer to comply with any Applicable Lawapplicable law, rule or regulation with respect to any Pool Receivable or the related Contract, (iiid) any dispute, claim, offset or defense of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool resulting from or related to the collection activities with respect to such Receivable and not arising from the financial inability of the Obligor to pay or (e) any failure of the Servicer to comply with perform its duties or obligations in accordance with the Agreement provisions hereof or (iv) any litigation, proceedings or investigation against other Transaction Document to which it is a party; excluding only such amounts to the Servicer, excluding, however, extent (a) Indemnified Amounts to the extent resulting a final judgment of a court of competent jurisdiction holds that such amounts resulted from gross negligence or willful misconduct on of the part of such Indemnified PartyParty seeking indemnification, and (b) under due to the credit risk of the Obligor and for which reimbursement would constitute recourse to any FederalOriginator, state CB, the Seller or local income or franchise taxes the Servicer for uncollectible Receivables, (c) such amounts constitute Taxes (which shall be governed by Section 1.10), (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 Tax imposed on Transaction Document or measured (e) the same are expressly excluded by income (any provision of this Agreement or any interest other Transaction Document; provided, however that nothing contained in this sentence shall limit the liability of Seller or penalties with respect thereto the Servicer or arising from a failure limit the recourse of any Indemnified Party to comply therewith) required the Seller or the Servicer for any amounts otherwise specifically provided to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If Seller or the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amountshereunder. (b) If for any reason the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (c) The obligations of the Servicer under this Section 9.2 shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable by the Servicer pursuant to this Section 9.2.

Indemnities by the Servicer. (a) Without limiting any other rights that any such a Buyer Indemnified Person may have hereunder or under Applicable Lawapplicable law, the Servicer hereby agrees to indemnify and hold harmless each Buyer Indemnified Party, forthwith on demand, Person from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded that may be claimed or asserted against or incurred by any such Buyer Indemnified Party by reason Person in connection with or arising out of the collection activities of the Servicer hereunder or out of any actsbreach by the Servicer of its obligations hereunder or under any other Related Document; provided, omissions that the Servicer shall not be liable for any indemnification to a Buyer Indemnified Person to the extent that any such Indemnified Amount (x) results from such Buyer Indemnified Person’s gross negligence or alleged acts willful misconduct, in each case as finally determined by a court of competent jurisdiction, or omissions (y) constitutes recourse for uncollectible or uncollected Transferred Receivables as a result of the Servicerinsolvency, includingbankruptcy or the failure (without cause or justification) or inability on the part of the related Obligor to perform its obligations thereunder. Without limiting the generality of the foregoing, but not limited the Servicer shall pay on demand to each Buyer Indemnified Person any and all Indemnified Amounts relating to or resulting from: (i) reliance on any representation or warranty made or deemed made by the Servicer (or any of its officers) under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate this Agreement or any other Related Document (without regard to any qualifications concerning the occurrence or non-occurrence of a Material Adverse Effect or similar concepts of materiality) or on any other information or report delivered by or on behalf of the Servicer pursuant hereto, which hereto or thereto that shall have been false, incorrect or misleading in any material respect when made or deemed made, made or delivered; (ii) the failure by the Servicer to comply with any Applicable Lawterm, provision or covenant contained in this Agreement, any other Related Document or any agreement executed in connection herewith or therewith (without regard to any qualifications concerning the occurrence or non-occurrence of a Material Adverse Effect or similar concepts of materiality), any applicable law, rule or regulation with respect to any Transferred Receivable or the Contract therefor, or the nonconformity of any Transferred Receivable or the Contract therefor with any such applicable law, rule or regulation; (iii) the failure imposition of any Adverse Claim with respect to any Transferred Receivable or the Servicer to comply with its duties or obligations in accordance with Borrower Collateral as a result of any action taken by the Agreement or Servicer; or (iv) the commingling of Collections with respect to Transferred Receivables by the Servicer at any litigation, proceedings time with its other funds or investigation against the Servicer, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part funds of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amountsPerson. (b) If for any reason Any Indemnified Amounts subject to the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (c) The obligations of the Servicer under this Section 9.2 shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 5.02 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable paid by the Servicer pursuant to this Section 9.2the Buyer Indemnified Person entitled thereto within five Business Days following demand therefor.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person Indemnified Party may have hereunder or under Applicable Lawapplicable law, the Servicer hereby agrees to indemnify and hold harmless each Indemnified Party, forthwith on demand, Party from and against any and all Indemnified Amounts arising out of or resulting from (calculated without duplication whether directly or indirectly): (a) the failure of Indemnified Amounts paid by any information contained in any Information Package, as of the Borrower date such Information Package is delivered pursuant to Section 9.1 aboveSections 1(a)(ii) awarded against and 2(a)(iv) of Exhibit IV to be true and correct, or incurred by the failure of any other information provided to such Indemnified Party by reason by, or on behalf of, the Servicer to be true and correct in all material respects, (b) the failure of any actsrepresentation, omissions warranty or alleged acts statement made or omissions of the Servicer, including, but not limited to (i) any representation or warranty deemed made by the Servicer (or any of its officers) under or in connection with this Agreement or any other Transaction Documents Document to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf to have been true and correct as of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when date made or deemed made, (iic) the failure by the Servicer to comply with any Applicable Lawapplicable law, rule or regulation with respect to any Pool Receivable or the related Contract, (iiid) any dispute, claim, offset or defense of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool resulting from or related to the collection activities with respect to such Receivable or (e) any failure of the Servicer to comply with perform its duties or obligations in accordance with the Agreement provisions hereof or (iv) any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts other Transaction Document to which it is a party; excluding only such amounts to the extent resulting a final judgment of a court of competent jurisdiction holds that such amounts resulted from gross negligence or willful misconduct on of the part Indemnified Party seeking indemnification; provided, however that nothing contained in this sentence shall limit the liability of such Seller or the Servicer or limit the recourse of any Indemnified Party, and (b) under Party to the Seller or the Servicer for any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required amounts otherwise specifically provided to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If Seller or the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amountshereunder. (b) If for any reason the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (c) The obligations of the Servicer under this Section 9.2 shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable by the Servicer pursuant to this Section 9.2.

Indemnities by the Servicer. (a) Without limiting any other rights that the Program Agent, the Lenders or any such Person of their respective Affiliates or members or any of their respective officers, directors, employees or advisors (each, an "Indemnified Party") may have hereunder or under Applicable Lawapplicable law (including, without limitation, the right to recover damages for breach of contract), and in consideration of its appointment as Servicer, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, Party from and against any and all claims, losses, liabilities, damages and related costs and expenses (including reasonable attorneys' fees and disbursements) (all of the foregoing being collectively referred to as "Indemnified Amounts Amounts") arising out of or resulting from any of the following (calculated without duplication excluding, however, all claims, losses, liabilities, damages and related costs and expenses arising (1) solely from a breach of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party Party's obligations hereunder, as determined by reason a final, nonappealable judgment of any actsa court of competent jurisdiction, omissions or alleged acts (2) from recourse for Receivables which are not collected, not paid or omissions uncollectible on account of the Servicerinsolvency, including, but not limited bankruptcy or financial inability to pay of the applicable Obligor): (i) any representation made or deemed made by the Servicer pursuant to Section 4.02(g) hereof which shall have been incorrect in any respect when made or deemed made or any other representation or warranty or statement made or deemed made by the Servicer under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, this Agreement which shall have been false, false or incorrect or misleading in any material respect when made or deemed made, ; (ii) the failure by the Servicer to comply with any Applicable Lawapplicable law, rule or regulation with respect to any Transferred Asset; or the failure of any Transferred Asset to conform to any such applicable law, rule or regulation; (iii) the any failure of the Servicer to comply with perform its duties or obligations in accordance with the provisions of this Agreement or otherwise comply with any term, provision or covenant contained in this Agreement or any Transaction Document to which it is a party; (iv) the commingling of Collections of Receivables (or any litigation, proceedings other Related Security) at any time by the Servicer with other funds; (v) any Servicer Fees or investigation against the other costs and expenses payable to any replacement Servicer, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence in excess of the Servicer Fees payable to the Servicer hereunder; HL RECEIVABLES FINANCING AGREEMENT (vi) any act or willful misconduct on omission by the part Servicer which reduces or impairs the rights of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes the Program Agent or any other Tax imposed on or measured by income (or any interest or penalties Lender with respect thereto or to any Collateral; or (vii) any claim brought by any Person other than an Indemnified Party arising from a failure to comply therewith) required to be paid any activity by such Indemnified Party the Servicer or its Affiliates in connection herewith to servicing, administering or collecting any taxing authorityTransferred Assets. The provisions of this indemnity shall run directly to and be enforceable by an injured party Any amounts subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (c) The obligations of the Servicer under this Section 9.2 shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 6.07 shall be paid by the Servicer to the related Indemnified Party within five (5) Business Days following demand therefor accompanied by reasonable supporting documentation with respect to such amounts. Notwithstanding anything to the contrary in this Agreement, solely for purposes of this Section 6.07, any representation, warranty or covenant qualified by materiality or the occurrence of a Material Adverse Effect shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loanso qualified. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable by the Servicer pursuant to this Section 9.2.

Indemnities by the Servicer. (a) Without limiting any other rights that Agent, any such Person Purchaser Agent, any Funding Source, any Purchaser or any of their respective Affiliates may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify (and pay upon demand to) each Indemnified Party, forthwith on demand, Party from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any of them, arising out of or resulting from (whether directly or indirectly): (a) the failure of any information contained in any Monthly Report or Weekly Report, as of the date such Monthly Report or Weekly Report is delivered pursuant to Section 8.5 to be true and correct, or the failure of any other information provided to such Indemnified Party by reason by, or on behalf of, the Servicer to be true and correct, (b) the failure of any actsrepresentation, omissions warranty or alleged acts statement made or omissions of the Servicer, including, but not limited to (i) any representation or warranty deemed made by the Servicer under or in connection with this Agreement or any other Transaction Documents Document to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf to have been true and correct as of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when date made or deemed made, (iic) the failure by the Servicer to comply with any Applicable Law, rule or regulation with respect to any Receivable or the related Contract, (iiid) any dispute, claim, offset or defense of the Obligor to the payment of any Receivable in, or purporting to be in, the Asset Portfolio resulting from or related to the collection activities with respect to such Receivable, (e) any failure of the Servicer to comply with perform its duties or obligations in accordance with the Agreement or (iv) any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes provisions hereof or any other Tax imposed on Transaction Document to which it is a party, (f) the commingling of Collections of Receivables at any time with other funds (including collections of Excluded Receivables and Gas Collections), (g) any amounts payable by the Agent 736370695 19636993 to a Collection Bank under any Collection Account Agreement, (h) the existence of any “Linked Account” (as defined in the applicable Collection Account Agreement) with respect to any Collection Account (including any such “Linked Account” permitted hereunder) and any debit from or measured other charge against any Collection Account as a result of any “Settlement Item” (as defined in the applicable Collection Account Agreement) that originated in any account other than a Collection Account, (i) any civil penalty or fine assessed by income (OFAC or any interest other governmental authority administering any Anti-Terrorism Law, Anti-Corruption Law or penalties Sanctions, and all reasonable costs and expenses (including reasonable documented legal fees and disbursements) incurred in connection with respect thereto or arising from a failure to comply therewith) required to be paid by such defense thereof by, any Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to with the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to such Indemnified Party Transaction Documents 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (c) The obligations action of the Servicer under this Section 9.2 shall survive Seller or any of its respective Affiliates, (j) the resignation failure of any Collections to be remitted directly from a Utility Account to a Collection Account or removal (k) any breach of the Administrative Agent or any Managing Agents and the termination covenants of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of7.1(l); excluding, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable by the Servicer pursuant to this Section 9.2.however:

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person which the Indemnified Parties may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each the Indemnified Party, forthwith on demand, Parties from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by by, any such Indemnified Party by reason or other non-monetary damages of any acts, omissions such Indemnified Party relating to or alleged acts or omissions arising from any of the Servicerfollowing, includingexcluding, but not limited however, Indemnified Amounts to the extent resulting from the gross negligence, bad faith or willful misconduct on the part of any Indemnified Party: (i) reliance on any representation or warranty made or deemed made by the Servicer Borrower, the Servicer, any of their respective Affiliates or any of their respective officers under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant heretothis Agreement, which shall have been false, false or incorrect or misleading in any material respect when made or deemed made, made or delivered; (ii) the failure by the Servicer to comply with (a) any term, provision or covenant contained in this Agreement or any other Basic Document or (b) any term, provision or covenant contained in any agreement executed in connection with this Agreement or any other Basic Document, or with any Applicable LawLaw with respect to any Receivable, the non-conformity of any Receivable with any such Applicable Law and any failure by the Originator to perform its respective duties under the Receivables or (c) any Applicable Law in the operation of Regional Management; (iii) the any failure of by the Servicer to comply with perform any of its other duties or obligations in accordance with the Agreement or provisions of this Agreement; (iv) any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party vest and maintain vested in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (c) The obligations of the Servicer under this Section 9.2 shall survive the resignation or removal of the Administrative Agent a valid and enforceable first priority perfected security interest in the Collateral; (v) the failure to file, or any Managing Agents and delay in filing, financing statements or other similar instruments or documents under the termination UCC of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse any applicable jurisdiction or other Applicable Laws with respect to the Servicer against loss by reason Collateral, whether at the time of the bankruptcy a Loan or insolvency (or other credit condition) of, or default by, the related Obligor, on at any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable subsequent time and as required by the Servicer pursuant to this Section 9.2.Basic Documents;

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person which the Indemnified Parties may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each the Indemnified PartyParties (and, forthwith on demandfollowing the appointment of a Successor Servicer, the term “Indemnified Parties” herein shall include the Heights/SouthernCo Entities) from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by by, any such Indemnified Party (as determined by reason a court of competent jurisdiction) relating to or arising from any acts, omissions or alleged acts or omissions of the Servicerfollowing (excluding, includinghowever, but not limited to (i) Indemnified Amounts to the extent resulting from the gross negligence, bad faith or willful misconduct on the part of any Indemnified Party and (ii) in the case of the initial Servicer, Indemnified Amounts to the extent the same include losses in respect of Loans that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor): (i) reliance on any written representation or warranty made or deemed made by the Servicer any Subservicer or any of each of their respective officers under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant heretothis Agreement, which shall have been false, false or incorrect or misleading in any material respect when made or deemed made, made or delivered; (ii) the failure by the Servicer or any Subservicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement or (iv) any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence any term, provision or willful misconduct on the part of such Indemnified Party, and covenant contained in this Agreement or any other Basic Document or (b) under any Federalterm, state provision or local income or franchise taxes covenant contained in any agreement executed in connection with this Agreement or any other Tax imposed on Basic Document, or measured by income (or with any interest or penalties Applicable Law with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (c) The obligations of the Servicer under this Section 9.2 shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable by the Servicer pursuant to this Section 9.2.any

Indemnities by the Servicer. (a) Without limiting any other rights that which the Indenture Trustee, the Issuer, the Owner Trustee, the Noteholders, the Back-Up Servicer and the Custodian or any such Person of their respective officers, directors, employees or agents (each, for purposes of this Section 6.4, the “Indemnified Parties”) may have hereunder hereunder, under the Indenture or under Applicable Law, the Servicer hereby agrees to indemnify each (without recourse, except as otherwise specifically provided in this Agreement) the Indemnified Party, forthwith on demand, Parties from and against any and all damages, losses, claims, liabilities, costs and expenses, including reasonable attorneys’ fees and disbursements (collectively being referred to as “Indemnified Amounts Amounts”) arising out of or resulting from (calculated without duplication whether directly or indirectly) (a) the failure of Indemnified Amounts paid any information contained in any Servicer Report (to the extent provided by the Borrower pursuant Servicer) to Section 9.1 above) awarded against be true and correct, or incurred by the failure of any such other information provided to any Indemnified Party by reason by, or on behalf of, the Servicer to be true and correct, (b) the failure of any actsrepresentation, omissions warranty or alleged acts statement made or omissions of the Servicer, including, but not limited to (i) any representation or warranty deemed made by the Servicer (or any of its officers) under or in connection with any Transaction Documents this Agreement to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf have been true and correct as of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when date made or deemed made, (iic) the failure by the Servicer to comply with any Applicable LawLaw with respect to any Pool Receivable, (iiid) the any failure of the Servicer to comply with perform its duties or obligations in accordance with the Agreement provisions hereof whether or not resulting in a Servicer Default hereunder and (ive) any litigation, proceedings the failure by the Servicer to accept or investigation against perform the Servicer, trusts and duties set forth herein and in the Transaction Documents; excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, Party and (b) under Indemnified Amounts to the extent solely due to non-payment by any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties Obligor of an amount due and payable with respect thereto or arising from to a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authorityPool Receivable for credit reasons. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (c) The obligations of the Servicer Indemnification under this Section 9.2 6.4 shall survive the resignation or removal of the Administrative Agent Owner Trustee, the Indenture Trustee, the Back-Up Servicer or any Managing Agents the Custodian and the termination of this Agreement. (d) The parties hereto agree that , the provisions Indenture, the Custodian Agreement or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of this Section 9.2 shall not be interpreted to provide recourse to counsel and other expenses of litigation. If the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on shall have made any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable by the Servicer indemnity payments pursuant to this Section 9.26.4 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the The Servicer hereby agrees to shall indemnify and hold harmless each Indemnified Party, forthwith on demand, Party from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against loss, liability, expense, damage or incurred by any such Indemnified Party injury suffered or sustained by reason of any actswillful misfeasance, omissions bad faith, or alleged acts or omissions negligence in the performance of the duties of the Servicer, includingby reason of reckless disregard of obligations and duties of the Servicer hereunder or under the Indenture, but not limited to (i) the Indenture Supplement and the Transfer and Servicing Agreement or by reason of the failure of any representation or warranty made or deemed made by the Servicer (or any of its officers) under or in connection with any Transaction Documents this Agreement to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf have been true and correct in all material respects as of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when date made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement or (iv) any litigation, proceedings or investigation against the Servicer, excluding; provided, however, (a) that the Servicer shall not indemnify any such Indemnified Amounts to Party for any such loss, liability, expense, damage or injury suffered or sustained by reason of any action taken or omitted at the extent resulting from gross negligence or willful misconduct on the part written request of any such Indemnified Party; and provided, and (b) under further, that the Servicer shall not indemnify any Federalsuch Indemnified Party for any such loss, liability, expense, damage or injury incurred with respect to any action taken by such Indemnified Party constituting fraud, gross negligence, breach of fiduciary duty or willful misconduct, with respect to the uncollectibility of the Receivables or with respect to any federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewiththereto) required to be paid by any such Indemnified Party in connection herewith to any taxing authority. The Servicer shall not be liable for acts or omissions of any Successor Servicer. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason the indemnification provided above in this Section 9.2 is unavailable to the Each Indemnified Party shall use its good faith efforts to mitigate, reduce or is insufficient to hold an Indemnified Party harmlesseliminate any losses, then Servicer shall contribute to the amount paid expenses or payable to 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (c) The obligations of the Servicer under this Section 9.2 shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any claims for indemnification payable by the Servicer pursuant to this Section 9.25.5; provided, however, that nothing contained herein shall obligate any Indemnified Party to take any action that imposes on such Person any additional costs or legal or regulatory burdens which in such Person's reasonable opinion, would have an adverse effect on its business, operations or financial condition.

Indemnities by the Servicer. 103 (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the initial Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Indemnified Amounts (calculated without duplication including any reasonable and documented legal fees and expenses incurred in connection with any action or suit brought by an Indemnified Party to enforce any indemnification or other obligation of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 aboveby such Indemnified Party for any indemnification or other obligation of the Borrower) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the initial Servicer, including, but not limited to to: (i) any representation or warranty made by the initial Servicer under or in connection with any Transaction Documents to which it is a partyDocument, any Monthly Report, Servicer’s Certificate Report or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, ; (ii) the failure by the initial Servicer to comply with any Applicable Law, ; (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the this Agreement or any other Transaction Document to which it is a party; (iv) any litigation, proceedings or investigation against the initial Servicer, excluding, however, ; (av) Indemnified Amounts the commingling by the Servicer of Collections at any time with other funds; or (vi) the failure of the initial Servicer or any of its agents or representatives to remit to the extent resulting from gross negligence Collection Account, Deal Agent or willful misconduct on Collateral Agent any Collections or Proceeds of the part of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authorityCollateral. The provisions of this indemnity shall run directly to and be enforceable by an injured party Indemnified Party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason Any amounts subject to the indemnification provided above in provisions of this Section 9.2 is unavailable 11.2 shall be paid by the initial Servicer to the relevant Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to within five (5) Business Days following 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerationsPerson’s demand therefor. (c) The initial Servicer shall have no liability for making indemnification hereunder to the extent any such indemnification constitutes recourse for uncollectible Contracts. (d) The obligations of the initial Servicer under this Section 9.2 11.2 shall survive the resignation or removal of the Administrative Agent Deal Agent, the Collateral Agent, the Successor Servicer, any Lender or any Managing Agents the Backup Servicer and the assignment or termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any Any indemnification payable by the Servicer pursuant to this Section 9.211.2 shall not be payable from the Collateral.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement Agreement, or (iv) any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts to the extent resulting from (A) gross negligence or negligence, willful misconduct or bad faith on the part of any Indemnified Party, (B) a claim brought by the Servicer or the Borrower against an Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Transaction Document as to which such breach shall have been found to have occurred by final order of a court of competent jurisdiction, and or (bC) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to 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 Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (c) The obligations of the Servicer under this Section 9.2 shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related ObligorObligor on, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any Any indemnification payable by the Servicer pursuant to this Section 9.29.2 shall not be payable from the Collateral.

Indemnities by the Servicer. (a) Without limiting any other rights that the Agent, any such Person Bank, any of their respective Affiliates or members or any of their respective officers, directors, employees or advisors (each, a “Special Indemnified Party”) may have hereunder or under Applicable applicable Law, and in consideration of its appointment as Servicer, the Servicer hereby agrees to indemnify each Special Indemnified Party, forthwith on demand, Party from and against any and all Indemnified Amounts claims, losses and liabilities (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 aboveincluding reasonable attorneys’ fees) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions (all of the Servicer, including, but not limited foregoing being collectively referred to (ias “Special Indemnified Amounts”) arising out of or resulting from any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, following (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement or (iv) any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Special Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Special Indemnified Party, and (b) under recourse for Receivables which are not collected, not paid or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the applicable Obligor or (c) any Federal, state or local income or franchise taxes or any other Tax imposed on tax or fee measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid incurred by such Special Indemnified Party in connection herewith to any taxing authority. The provisions arising out of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to such Indemnified Party as a result of such loss, claim, damage this Agreement or liability the ownership of Receivable Interests or in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and Servicer on the other hand but also the relative fault respect of such Indemnified Party as well as any other relevant equitable considerations.Receivable or any Contract): (ci) The obligations of the Servicer under this Section 9.2 shall survive the resignation any representation or removal of the Administrative Agent warranty made or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable deemed made by the Servicer pursuant to Section 4.02(g) hereof which shall have been incorrect in any respect when made or any other representation or warranty or statement made or deemed made by the Servicer under or in connection with this Section 9.2Agreement which shall have been incorrect in any material respect when made; (ii) the failure by the Servicer to comply with any applicable Law with respect to any Receivable or Contract; or the failure of any Receivable or Contract to conform to any such applicable law, rule or regulation; (iii) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable Laws with respect to any item of Collateral, whether at the time of any purchase or reinvestment or at any subsequent time; (iv) any failure of the Servicer to perform its duties or obligations in accordance with the provisions of this Agreement; (v) the commingling of Collections of Receivables at any time by the Servicer with other funds; (vi) any action or omission by the Servicer reducing or impairing the rights of the Banks with respect to any Receivable or the value of any Receivable; (vii) any Servicer Fees or other costs and expenses payable to any replacement Servicer retained in accordance with Article VI, to the extent in excess of the Servicer Fees payable to the Servicer hereunder; (viii) any claim brought by any Person other than a Special Indemnified Party arising from any activity by the Servicer or its Affiliates (other than the Seller) in servicing, administering or collecting any Receivable; or (ix) the occurrence of any purchase or reinvestment under this Agreement on any date on which (after giving effect to such purchase or reinvestment) the Percentage Factor is greater than the Maximum Percentage Factor.

Indemnities by the Servicer. (a) Without limiting any other rights that the Administrator, any such Person Purchaser Agent, any Purchaser or any other Indemnified Party may have hereunder or under Applicable applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, Party and hold each Indemnified Party harmless from and against any and all Indemnified Amounts (calculated without duplication arising out of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to (i) any representation or warranty made resulting from a breach by the Servicer of any of its obligations or representations and warranties under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate this Agreement or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement or (iv) any litigation, proceedings or investigation against the Servicer, excluding, however, Transaction Document except (a) Indemnified Amounts to the extent resulting from fraud, gross negligence or willful misconduct on the part of such Indemnified Party, and ; (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income for which indemnification would constitute recourse (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required except as otherwise specifically provided in this Agreement to be paid by the Servicer hereunder) for uncollectible Receivables; and (c) in respect of Taxes. Without limiting the foregoing, but subject to the exclusions set forth in the preceding sentence, the Seller shall pay within five (5) Business Days after written 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 in connection herewith from and against any and all Indemnified Amounts relating to or resulting from any taxing authority. The provisions of this indemnity shall run directly to and be enforceable the following: (i) the failure of any information provided by an injured party subject to the limitations hereof. If or on behalf of the Servicer has made for inclusion in any indemnity payment pursuant Information Package to this Section 9.2 be true and such payment fully indemnified correct, or the recipient thereof and the recipient thereafter collects failure of any payments from others in respect of such Indemnified Amounts, the recipient shall repay other information required to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason the indemnification be provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to such Indemnified Party by, or on behalf of, the Servicer to be true and correct; (ii) the failure of any representation, warranty or statement made or deemed made by the Servicer (or any of its officers) under or in connection with this Agreement to have been true and correct as a result of such lossthe date made or deemed made; (iii) the failure by the Servicer to comply with any applicable law, rule or regulation with respect to any Pool Receivable or the related Contract; (iv) any dispute, claim, damage offset or liability in such proportion as is appropriate defense of the Obligor to reflect not only the relative benefits received by such Indemnified Party on payment of any Receivable in, or purporting to be in, the one hand and Servicer on Receivables Pool resulting from or related to the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (c) The obligations collection activities of the Servicer under this Section 9.2 shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement.with respect to such Receivable; (dv) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable commingling by the Servicer pursuant of Collections at any time with other funds; or any failure to this Section 9.2perform the Servicer’s duties or obligations in accordance with the provisions hereof or any other Transaction Document to which it is a party.